Continued Employment. Abrams’ employment with the Company shall continue until February 15, 2019 (the “Termination Date”) at Abrams’ current annual salary, provided, however, the parties agree and acknowledge that Abrams’ employment with the Company may be terminated by either Party at any time after the date hereof, with or without notice, with or without cause (“Early Termination”). The Parties agree and acknowledge that in the event of Early Termination, Abrams shall only be entitled to the benefits specifically set forth in this Agreement.

Continued Compliance. The receipt of any severance payments or benefits pursuant to Section 5 shall be subject [[Organization B:Organization]] Executive not materially violating any of the provisions set forth in the Confidentiality and Non-Competition Agreement. In the event the Executive breaches any of the provisions set forth in the Confidentiality and Non-Competition Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which the Executive may otherwise be entitled pursuant to Section 5 without affecting the Executive’s release or the Executive’s obligations under the Separation Agreement and Release.

Continued Vesting. Subject to the approval of the Compensation Committee of the Board of Directors of [[Organization A:Organization]] to amend your option grant notices/agreements referenced below, and your compliance with the terms of this Agreement, you will continue to vest in all options under the [[Organization A:Organization]] 2009 Stock Incentive Plan and the [[Organization A:Organization]] 1999 Stock Option Plan awarded to you pursuant to the grant notices/agreements dated May 8, 2013, February 6, 2014, February 12, 2015, February 19, 2016 and February 17, 2017, on each applicable vesting date set forth in the grant notices/agreements as if you continued in employment with the Company and the exercise period of each such option as well as previously vested options under the aforementioned option grants and the July 7, 2010 and October 7, 2011 option grants shall be extended for the remainder of the duration of, but not beyond, the original option term of each option. Notwithstanding the foregoing, the option term could be shortened in the event of a transaction that requires the option term to be shortened, and in that event, your options would be treated similar to those of the then existing management. You understand that any option that is so amended pursuant to the terms of this section shall cease to be treated for tax purposes as an incentive stock option. You also understand that the aforementioned continued vesting and extension of the option exercise period is contingent on your having met your obligations under this Agreement.

Continued Performance. Service Provider will continue performing its obligations while a dispute is being resolved except to the extent the issue in dispute precludes performance (disputes regarding the Service Fee will not be

Continued Effect. Except as set forth herein, the Plan shall be unchanged and shall remain in full force and effect.

Service. Each Party further agrees that service of any process, summons, notice or document by registered mail to its address set forth in Section 13.9.2 shall be effective service of process for any action, suit, or proceeding brought against it under this Agreement in any such court.

No Right to Continued Service or Future Awards. This Agreement awards Restricted Stock to you, but does not impose any obligation on the Company to make any future grants or issue any future awards to you or otherwise continue your participation under the Plan. This Agreement will not give you a right to continued Service with the Company or any Affiliate, and the Company may terminate your Service and otherwise deal with you without regard to the effect it may have upon you under this Agreement.

No Right to Continued Service or Additional Grants. Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon Grantee any right with respect to continuance of service with the Company, or with any a Subsidiary or Affiliate, nor shall this Agreement or the Plan interfere in any way with any right of the Company, or a Subsidiary or Affiliate, to terminate Grantee’s service at any time. The Plan may be terminated at any time, and even if the Plan is not terminated, Grantee shall not be entitled to any additional awards under the Plan.

Plan Participation and Service Provider Status. Status as a Service Provider shall not be construed as a commitment that any Award will be made under the Plan to that Service Provider or to eligible Service Providers generally. Nothing in the Plan or in any Agreement or related documents shall confer upon any Service Provider or Participant any right to continued Service with the Company or any

Service Territory. Seller represents and warrants that the Company has Certificates of Public Convenience and Necessity (“CPCN”) granted by the DPSC for all areas where the Company provides wastewater services.