Exhibit 10.9


EXECUTIVE
EMPLOYMENT AGREEMENT


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (the “Agreement”) entered into December 18, 2006 to take effect as of
January 1, 2007 by the Compensation Committee of independent Board Directors of
WORLDWATER & POWER CORP. a Delaware corporation with offices at 55 Route 31
So., Pennington NJ 08534 (the “Company”), and Douglas Washington, residing at
6454 Willow Lane, Dallas, Texas (the “Executive”).


Background


The Company desires to
obtain the services of the Executive as Executive Vice President of Global
Business Development, Marketing and Sales, and the Executive is willing to
render such services, in accordance with the terms hereinafter set forth; and


The Company, by
appropriate action, has authorized the employment of the Executive as provided
for in this Agreement.


NOW THEREFORE, in
consideration of the respective agreements of the parties contained herein, it
is agreed as follows:


1. Term. The
initial term (the “Initial Term”) of this Agreement shall commence as of the effective
date hereof and shall end three (3) years thereafter. Unless terminated as
hereinafter provided, this Agreement shall continue from year to year
thereafter (each such period, a “Renewal Term”) on the same terms and
conditions as in the Initial Term, subject to adjustments as herein provided
(the “Employment Term”).


2. Employment.


(a)                     The
Executive will be employed as Executive Vice President – Global Business
Development, Marketing and Sales and will perform the duties, undertake the
responsibilities and exercise the authority customarily performed, undertaken
and exercised by Persons situated in a similar executive capacity, and as
directed by the Company.


Executive will report directly to the CEO of
WorldWater & Power Corp.


(b)                    Excluding
periods of a vacation and sick leave to which the Executive is entitled, the
Executive agrees during the Employment Term to devote substantially all of his
business time to the business and affairs of the Company and to the duties and
responsibilities assigned to the Executive hereunder by the Company. The
Executive may (i) serve on civic or charitable boards or













committees; and (ii) manage personal investments and
non-competing family businesses; so long as any such activities do not
interfere with the performance of the Executive’s responsibilities hereunder.
Executive shall use his best efforts to discharge the responsibilities of his
office and position as set forth herein.


3. Base Salary.
The Company agrees to pay or cause to be paid to the Executive during the
Employment Term a base salary at the initial rate of $160,000 per annum
(hereinafter referred to as the “Base Salary”). Such Base Salary shall be
payable in accordance with the Company’s standard payroll schedule. Such rate
of salary, or increased rate of salary, as the case may be, shall be reviewed
periodically and at least annually by the Company in order to reflect changing
conditions of the Company, particularly with respect to the Executive’s
contributions thereto.


4. Bonuses. During
each year of the Term, the Executive shall be entitled to an annual bonus with
a target opportunity equal to up to forty percent (40%) of Executive’s Annual
Base Salary, provided that the payment and amount of any bonus shall be within
the discretion of the Company’s Board of Directors.


5. Stock Options.
The Executive shall be entitled to receive options to purchase 600,000 shares
of the Company common stock, inclusive of current share vestings, pursuant to
the Company’s 1999 Stock Option Plan, which options shall vest monthly over
three years, or 16,666 per month. The option exercise price for the shares will
be the price of the stock on the day granted to the Executive.


6. Employee Benefits.
The Executive shall be entitled to participate in all employee benefit plans,
practices and programs maintained by the Company and made available to
employees generally including, without limitation, all pension, retirement,
profit sharing, savings, medical, hospitalization, disability, dental, life or
travel accident insurance benefit plans which the Company may have in effect
now or in the future. The Executive’s participation in such plans, practices
and programs shall be on the same basis and terms as are applicable to
employees of the Company generally.


Executive shall receive a
monthly car allowance enabling the lease or purchase of a standard automobile
and its operation, including insurance, maintenance and gasoline for business
use.


Executive is entitled to
three weeks vacation annually with any unused vacation carried in the following
year.


7. Executive Benefits.
The Executive shall be entitled to participate in all executive benefit or
incentive compensation plans now maintained or hereafter established by the
Company for the purpose of providing compensation and/or benefits to executives
of the Company and any supplemental retirement, salary continuation, stock
option, deferred compensation, supplemental medical or life insurance or other
bonus or incentive compensation plans. Unless otherwise understood by the
Parties, the



 2
 









Executive’s participation in such plans shall be on
the same basis and terms as other similarly situated executives of the Company.
No additional compensation provided under any of such plans shall be deemed to
modify or otherwise affect the terms of this Agreement or any of the Executive’s
entitlements hereunder.


8. Reimbursement
of Expenses. The Executive is authorized to incur expenses reasonably
necessary (consistent with a policy to be established by the Company) to carry
out his duties under this Agreement. The Company will reimburse the Executive
for all such expenses upon receipt of an itemized account of such expenditures,
which shall be in accordance with the usual practices of the Company and in
accordance with the annual budget prepared from time to time by the Company.


WorldWater will pay up to
$2000 of documented expens per month for Executive’s costs to travel to New
Jersey from Dallas, Texas.


9. Termination of
Employment. In the event of the death of the Executive or if the Executive
is permanently disabled or incapacitated and as a result thereof is and
continues to be for a period of ninety (90) days unable to perform his duties
hereunder as determined by mutual agreement of the Executive and the Company
but if no such agreement is reached, as determined (i) by a mutually selected
Person who is an expert in the type of disability claimed whose determination
shall be final and binding or (ii) if no such Person is selected, by an
arbitrator selected pursuant to the commercial arbitration rules of the
American Arbitration Association the Executive or, in the event of the
Executive’s death, the Executive’s estate, shall be entitled to receive:


All amounts earned or accrued hereunder through the
date of termination (the “Termination Date”), but not paid as of the
Termination Date, including:


(i)                        Base
Salary (reduced by the amount of payments received by Executive pursuant to the
Company’s disability insurance program, if any);


(ii)                     Reimbursement
for any and all monies advanced or expenses incurred in connection with the
Executive’s employment for reasonable and necessary expenses incurred by the
Executive on behalf of the Company for the period ending on the Termination
Date;


(iii)                  Accrued and unpaid vacation pay;


(iv)                 Any
bonuses or incentive compensation earned through the Termination Date, or to
which Executive is entitled in connection with his employment through the
Termination Date; and


(v)                    Any
previous compensation which the Executive has



 3
 









previously deferred (including any interest earned or
credited thereon) (collectively, “Accrued Compensation”).


10. Termination for
Cause, Voluntary Termination or Buy-Sell Event. If the Executive’s
employment is terminated by the Company for Cause (as herein defined), by the
Executive or as a result of the sale of his equity interests in the Company,
the Executive shall be entitled to receive Accrued Compensation and all other
obligations of the Company under this Agreement shall cease. For purposes of
this Agreement, the term “Cause” shall mean that the Employee shall have (i)
committed any act of fraud, embezzlement or theft in connection with his duties
hereunder, (ii) committed any intentional act that has a material adverse
impact on the Company or its affiliates, (iii) engaged in any gross misconduct,
or (iv) breached in any material respect the material provisions of paragraph 9
or 10 of this Agreement.


11. Date of
Termination. For purposes of this Agreement, the “Date of Termination”
shall be:


(a)                     If
the Executive’s employment is terminated by the Company because of Death or
Disability or Without Cause, that date is 12 months from the day of the event
of Death or Disability or issuance of termination Without Cause.


(b)                    If
the Executive’s employment is terminated for Cause, that date is the date
specified by the Company.


(c)                     If
the Executive’s employment is terminated voluntarily by the Executive, that
date is one (1) month after the date the Executive issues written notice to the
Company.


11. Non-Competition;
Confidentiality.


(a)                     In
the event Executive is terminated for “Cause” or Executive voluntarily
terminates this Agreement, for a period expiring the later of two (2) years
after the termination of this Agreement, Executive shall not engage in any of
the following activities:


(i)                       Engage
in Competitive Activities. Own, manage, operate, engage in, serve as an
advisor or consultant for, control, or otherwise participate in any business
that is or shall be competitive with any of those business activities that have
constituted part of the Company’s business at any time during the past 12
months from the date hereof, nor shall Executive assist any Person that shall
be engaged in any such business activities, including making available any
information or funding to any such Person, or be involved as a stockholder, partner,
member, guarantor, or other



 4
 









holder of an interest in any Person engaging in any
such activities;


(ii)                    Solicit
Employees. Solicit to employ any employee of the Company or any affiliate
thereof while such Person is employed by any of them;


(iii)                 Interfere with Contracts.
Either on its own account or for any other Person, solicit, induce, attempt to
induce with, or endeavor to cause any Person (including without limitation any
broker, customer, governmental authority, subcontractor, or supplier) to modify,
amend, terminate, or otherwise alter any contract or arrangement that such
Person has with the Company or any affiliate thereof with respect to the
business of the Company; and


(iv)                Assist
Competitors. Make any statement or perform any act intended to advance an
interest of any existing or prospective competitor of the Company, any
affiliate thereof with respect to the business of the Company, or encourage any
other Person to make any such statement or to perform any such act.


(b)                    For
a period expiring two (2) years after the termination of this Agreement for any
reason, Executive agrees to keep confidential any and all confidential and
non-public Company documents, trade secrets and other information including,
but not limited to, patent work, engineering drawings, product designs,
research and development results, client lists, pricing strategy, product cost
data, proprietary technical information, corporate policies and procedures, and
corporate marketing and financial plans and strategies. In the event of the
termination of Executive’s employment for any reason, all documents in
Executive’s possession related to any of the items described in this paragraph
shall be returned to the Company.


(c)                     If
a court of competent jurisdiction determines that the provisions of this
Paragraph 9 are partially or wholly inoperative, invalid or unenforceable in a
particular case because of their duration, geographical scope, restricted
activity, or other parameter, such court may reform such duration, geographical
scope, restricted activity or other parameter with respect to such case to
permit enforcement of such reformed provision to the greatest extent allowable.


11. Company Property.
Executive agrees that any and all development techniques



 5
 









or other products or processes relating to the Company’s
business which the Executive may create, make, discover, introduce or invent
while retained by the Company hereunder, shall belong to and be the sole
property of the Company. Executive agrees promptly and fully to disclose the
same to the Company and to assign all rights thereto to the Company
immediately.


12. Injunctive Relief.
The Employee agrees that the remedy at law for any breach of the provisions of
Paragraphs 9 and 10 hereof will be inadequate and that the Company shall be
entitled to injunctive relief in addition to any other remedy it may have.


13. Survival. The
parties hereby agree that the provisions of Paragraphs 6, 7, 8, 9, 10 and 11
hereof and of Paragraphs 13 and 14 shall survive the termination of this Agreement.
Any compensation, bonuses and benefits that have been earned prior to the
termination date of this Agreement in accordance with the provision of this
Agreement or any compensation or benefit plan shall be payable or provided
thereafter in accordance with the original terms for payment of such
compensation or bonus or provision of such benefits in accordance with the
provision of this Agreement or any such compensation or benefit plan.


14. Successors and
Assigns.


(a)                     This
Agreement shall be binding upon and shall inure to the benefit of the Company,
its successors and assigns and the Company shall require any successor or
assign to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession or assignment had taken place. The term “Company” as used
herein shall include such successors and assigns. The term “successors and
assigns” as used herein shall mean a corporation or other entity acquiring all
or substantially all the assets and business of the Company (including this
Agreement) whether by operation of law or otherwise.


(b)                    Neither
this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Executive, his beneficiaries or legal representatives,
except by will or by the laws of descent and distribution. This Agreement shall
inure to the benefit of and be enforceable by the Executive’s legal personal
representative.


15. Notice. For
the purposes of this Agreement, notices and all other communications provided
for in the Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered or sent by certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses last given by
each party to the other, provided that all notices to the Company shall be
directed to the attention of the Board with a copy to the Secretary of the
Company. All notices and communications shall be deemed to have been received
on the date of delivery thereof or on the third



 6
 









business day after the mailing thereof, except that
notice of change of address shall be effective only upon receipt.


16. Non-exclusivity of
Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing
or future participation in any benefit, bonus, incentive or other plan or
program provided by the Company or any of its subsidiaries and for which the
Executive may qualify, nor shall anything herein limit or reduce such rights as
the Executive may have under any other agreements with the Company or any of
its subsidiaries. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the Company or any
of its subsidiaries shall be payable in accordance with such plan or program,
except as explicitly modified by this Agreement.


17. Miscellaneous.
No provision of this Agreement may be modified, waived or discharged unless
such wavier, modification or discharge is agreed to in writing and signed by
the Executive and the Company after authorization of the Board. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
agreement or representation, oral or otherwise, express or implied, with
respect to the subject matter hereof has been made by either party which is not
expressly set forth in this Agreement.


18. Person. For
purposes of this Agreement, “Person” shall mean any individual, partnership,
limited liability company, corporation, joint venture, trust, business trust,
cooperative or association or any foreign trust or foreign business
organization, and the heirs, executors, administrators, legal representatives,
successors, and assigns of such Person where the context so permits or
requires.


19. Governing Law.
This Agreement shall be governed by and construed and enforced in accordance
with the law of the State of New Jersey without giving effect to the conflict
of law principles thereof.


20. Severability.
The provisions of this Agreement shall be deemed severable and the invalidity
or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.


21. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto and
supersedes all prior agreements, if any, understandings and arrangements, oral
or written, between the parties hereto with respect to the subject matter
hereof.



 7
 









IN WITNESS
WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer and the Executive has executed this Agreement as of the day
and year first above written.


	
  

  	
  EXECUTIVE:

  	
  /s/ Douglas L. Washington

  
	
   

  	
  Douglas L. Washington 

  
	
   

  	
   

  
	
   

  	
  WORLDWATER CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Quentin T. Kelly

  
	
   

  	
   

  	
  Name: 

  	
  Quentin T. Kelly

  
	
   

  	
   

  	
  Title: 

  	
  Chairman

  



 



 8