Exhibit 10.1


 





May 16, 2016


 


Riggs Eckelberry


2713 Willowhaven Dr.


La Crescenta CA 91214


 


Dear Riggs,


 


This letter serves to formalize discussions during the Board meeting
held on May 11, 2016 and to outline your new approved compensation and to amend the Management by Objectives (“MBO”)
process outlined in the original agreement of February 16, 2010 appended hereto as Exhibit 1.


 


The original agreement between OriginClear, Inc. (the “Company”)
and you dated February 16, 2010 implemented a formal MBO process providing you up to $160,000 in additional annual compensation.
This letter amendment hereby cancels that original agreement and imposes the sole condition for earning the $40,000 bonus per quarter
shall now be that the Company achieves consolidated operating profit for the previous quarter with the first qualifying quarter
being Q2 2016. There shall be no partial accomplishment. The bonus shall be paid in future periods in its entirety after each quarterly
financial review process if consolidated operating profit, defined as Consolidated Operating Profit = Operating Revenue - Cost
of Goods Sold - Operating Expenses - Depreciation & Amortization, is achieved, and not at all if it has not.


 


For canceling the
up to $160,000 in additional annual compensation until consolidated operating profit is achieved and in consideration for your
services to the Company, the Board has approved a $100,000 per annum increase in your salary, effective May 16, 2016. Additionally,
the Q1, 2016 proposed MBO goal approved at the January 15, 2016 meeting of the Board is hereby canceled.


 


Upon your acceptance, this amendment will be appended to the agreement
of February 16, 2010.


 





	Sincerely,	 	Offer Accepted:	 
	 	 	 	 
	/s/ Anthony T. Fidaleo	 	/s/ T. Riggs Eckelberry	 
	Anthony T. Fidaleo	 	T. Riggs Eckelberry


	 
	 	 	 	 
	 	 	 	 
	/s/ Jean-Louis Kindler	 	 	 
	Jean-Louis Kindler	 	 	 
	 	 	 	 
	/s/ Byron Elton	 	 	 
	Byron Elton	 	 	 
	 	 	 	 



 








A leading provider
of water treatment solutions.


525 S. Hewitt St., Los Angeles, CA 90013
| Phone: +1 (323) 939-6645 | Fax: +1 (323) 315-2300 | www.originclear.com











     


     

    

 





 


 


 


EXHIBIT 1


 













A leading provider
of water treatment solutions.


525 S. Hewitt St., Los Angeles, CA 90013
| Phone: +1 (323) 939-6645 | Fax: +1 (323) 315-2300 | www.originclear.com



    

     

    

 





February
16, 2010


 


Riggs
Eckelberry


 


Re: Offer
of Employment


 


Dear Riggs,


 


This
offer will implement a
formal MBO process
to formalize the
similar arrangement begun in
2009.


 


The intention of this process is to set one key company
objective which shall be met in
each quarter.  lf accomplished 100%, a
bonus of $40,000  will be awarded. Lesser achievement will result in a proportionately
smaller performance bonus.


 


At each
quarterly Board meeting, you
will present your
objective  for the
quarter and will report
on the objective 
set for the previous quarter. The
Board will vote to on a percentage of attainment of the objective, and will
approve the objective for the new quarter.
The Board's decision is final.


 


Upon
approval, the Company will
pay the bonus
by multiplying the
bonus sum by
the approved percentage  of
attainment  and pay
the resulting  sum at the
next pay period after approval.


 


Upon your
acceptance, this offer will
be appended  to
your offer of
June 4, 2007.


 


 


 


	Sincerely,	 	Offer
Accepted:






	 	 	 
	 

                                               
	 	/s/ T. Riggs Eckelberry
	Ivan Ivankovich	 	T Riggs
Eckelberry





	Director