Exhibit 10.8


EMPLOYMENT AGREEMENT


THIS
EMPLOYMENT AGREEMENT (the
“Agreement”) is entered into December 18, 2006 to be effective as of the 1st
day of January, 2007 (the “Effective Date”), by and between the Compensation
Committee independent Board Directors of WorldWater & Power Corp., having
an office at Pennington Business Park, 55 Route 31 South, Pennington, New
Jersey 08534 (the “Company”), and Quentin T. Kelly, residing at 117
Hopewell-Rocky Hill Road, Hopewell, New Jersey 08525 (the “Employee”).


In
consideration of the mutual covenants and premises contained herein, the
parties hereby agree as follows:


ARTICLE I 

EMPLOYMENT


1.1    Employment Term. The Company hereby
agrees to employ the Employee, and the Employee hereby agrees to serve the
Company, on the terms and conditions set forth herein. Unless otherwise
terminated as hereafter provided, the term of this Agreement shall begin on
January 1, 2007 and shall continue until the December 31, 2011 (the “Term”).


1.2    Position and Duties. The Company
shall employ Employee as its Chairman and Chief Executive Officer with such
duties as are commensurate with this position and as may reasonably be assigned
to Employee by the Company’s Board of Directors from time-to-time, including
overseeing the Company’s general operations and business activities, developing
the Company’s corporate and strategic plans, formulating overall corporate
policies and directing the Company’s officers and employees. Employee shall
faithfully perform the duties of his employment and shall devote to the
performance of such duties his full time and attention. Employee may not engage
in outside activities that conflict with the duties and responsibilities
enumerated hereunder or that affect Employee’s ability to perform such duties
and responsibilities.


1.3    Place of Performance. Employee shall
be employed at the principal offices of the Company located in New Jersey.
Employee shall also travel for business purposes and conduct business meetings
and product demonstrations at the Company’s principal offices and other offsite
locations as appropriate.


1.4    Compensation and Related Matters.


(a)           Base Compensation. In
consideration of the Employee’s services, the Company shall pay the Employee an
annual base salary at an annual gross rate of:


(i)            $250,000 for the first year of the
Term (January 1, 2007 through December 31, 2007);


(ii)           For the subsequent four years, the
Compensation Committee and the Board of Directors shall determine the base
annual salary but in no case shall it be less than the annual base salary for
the first year.



 1
 









The Base Compensation, less applicable withholdings,
shall be payable as current salary, in installments not less frequently than
monthly, and at the same rate for any fraction of a month unexpired at the end
of the Term.


(b)           Bonus.


(i)            During each year of the Term, the
Employee shall be entitled to an annual bonus with a target opportunity equal
to up to fifty percent (50%) of Employee’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.


(ii)           Employee shall be entitled to a bonus
in an amount to be determined by the Compensation Committee of the Board of
Directors upon the consummation of a merger, consolidation or business
combination transaction between the Company and EMCORE Corporation or any of
its affiliates.


(c)         Monthly Allowances. During each
year of the Term, the Employee shall be entitled to an allowance up to
$1,200.00 per month to cover the Employee’s operation and insurance of an
automobile, which the Company shall lease or purchase on behalf of the
Employee, such automobile to be selected by the Employee.


(d)        Expenses. During each year of the
Term, the Employee shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Employee in performing services hereunder,
including all reasonable expenses of travel and living while away from home,
provided that such expenses are incurred and accounted for in accordance with
the policies and procedures as may be established by the Company from time to
time.


(e)         Vacations. During the Term, the
Employee shall be entitled to four (4) weeks of paid vacation days in each
calendar year, and to compensation in respect of earned but unused vacation
days. The Employee shall also be entitled to all paid holidays given by the
Company to its employees.


(f)         Retirement Plans. Subject to the Board
of Directors, the Company may develop and implement a defined benefit
retirement plan for all or certain employees of the Company or particularly for
the Employee’s participation, together with a Supplemental Executive Retirement
Plan (“SERP”) for the Employee’s benefit.


(g)        Other Benefits. The Employee
shall be entitled to participate in all of the Company’s employee benefit plans
and programs in effect during the Term as would by their terms be applicable to
the Employee on no less favorable terms as those provided to any other employee
of the Company, including, without limitation, the Company’s health, life and
disability insurance plans.


(h)        Equity Participation. The
Employee shall be entitled to receive options to purchase 5,000,000 shares of
the Company’s common stock pursuant to the Company’s 1999 Stock Option Plan
(the “Stock Option Plan”), which options shall vest twenty percent (20%) per
year, with the first twenty percent (20%) vesting immediately upon the grant



 2
 









of the options and the remaining options vesting
twenty percent (20%) per year on the annual anniversary of the initial grant
date.


ARTICLE II 

TERMINATION OF EMPLOYMENT


2.1    Termination of Employment. The
Employee’s employment may terminate prior to the expiration of the Term under
the following circumstances:


(a)           Without Cause. The Company may
terminate Employee’s employment upon giving the Employee six (6) months written
notice. During the notice period, the Company may, at its sole discretion,
relieve Employee of his duties.


(b)           Death. The Employee’s
employment shall terminate upon the Employee’s death.


(c)           Disability. Except as
otherwise required by law, if, as a result of the Employee’s incapacity due to
physical or mental illness, the Employee shall have been unable to perform his
duties hereunder on a full-time basis for a period of four (4) consecutive
months, the Employee’s employment may be terminated by the Company following
such four (4) month period.


(d)           Cause. The Company may
terminate the Employee’s employment for Cause immediately upon issuing notice
to Employee. For purposes hereof, “Cause” shall mean:


(i)            intentional failure by the Employee
to substantially perform the material duties of the Employee hereunder (other
than due to disability as defined in 2.1(c));


(ii)           an act of dishonesty, fraud,
embezzlement, theft or any other material violation of law;


(iii)          intentional damage to material assets
of the Company;


(iv)          engagement in any competitive activity
that would constitute a breach of this Agreement and/or of the Employee’s duty
of loyalty.


In the event of
termination for Cause pursuant to subsections (i) or (iv) of this Section
2.1(d), the Company shall be obligated to provide the Employee with a notice
setting forth claimed acts or omissions forming the basis for the alleged Cause
and twenty (20) days to cure such acts or omissions before Cause to terminate
the Employee may be invoked by the Company.


(e)           Voluntary Termination. The
Employee may voluntarily terminate the Employee’s employment with the Company
upon giving the Company one (1) month’s



 3
 









written notice. During the notice period, the Company
may, at its sole discretion, relieve Employee of his duties.


(f)            Good Reason. The Employee may
terminate the Employee’s employment for Good Reason immediately upon issuing
notice to the Company. For purposes hereof, “Good Reason” shall mean the
occurrence of any of the following events without Employee’s prior written
consent:


(i)            any diminution in the Employee’s
position, title, authorities or responsibilities or any adverse change in the
Employee’s reporting lines;


(ii)           removal of the Employee from the
position of Chief Executive Officer (CEO) and Chairman of the Board of
Directors;


(iii)          any relocation of the headquarters of
the Company greater than 25 miles from its current location;


(iv)          a Change in Control (as defined
herein) of the Company; or


(v)           the failure of the Company to pay
when due any amount or provide any benefit when due hereunder or any other
breach of any of the Company’s material obligations under this Agreement or
under any other plan, program, agreement or arrangement of the Company to which
the Employee is a party or of which the Employee is a beneficiary, it being
acknowledged that the Company’s obligations to implement a defined benefit
retirement plan and SERP are material.


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


(a)           if the Employee’s employment is
terminated by the Company pursuant to Section 2.1(a), the date that is
twenty-four (24) months after the date that the Company issues written notice
to the Employee, or the date of the end of the Term, whichever is longer;


(b)           if the Employee’s employment is
terminated by reason of the Employee’s death pursuant to Section 2.1(b), by
reason of Employee’s Disability pursuant to Section 2.1(c), or by the Employee
pursuant to Section 2.1(f), the date that is twenty-four (24) months after the
date of death, Disability or that the Employee issues written notice to the
Company, as the case may be, or the date of the end of the Term, whichever is
longer;


(c)           if the Employee’s employment is
terminated pursuant to 2.1(d), the date specified by the Company; and


(d)           if the Employee’s employment is
terminated by the Employee pursuant to Section 2.1(e), the date that is one (1)
month after the date the Employee issues written notice to the Company.



 4
 









(e)           Effect of Termination of
Employment. Upon termination of employment in accordance with Section 2.1,
the Employee will be entitled to his Base Compensation, benefits and any earned
but unpaid bonus through the Date of Termination; except in the event of
termination of employment in accordance with Section 2.1(a), 2.1(b), 2.1(c) or
2.1(f), in which event the Employee will be entitled to his Base Compensation,
benefits, any earned but unpaid bonus through the Date of Termination, plus
continuing ownership of a whole life insurance policy as currently funded by
the Company with benefits of $1,000,000, and an award of one (1) million shares
of the Company’s common stock as currently capitalized; except further in the
event of termination of employment in accordance with Section 2.1(f)(iv) as a
result of a Change in Control, in which event the Employee will be entitled to
his Base Compensation, benefits and any earned but unpaid bonus through the
Date of Termination, plus continuing ownership of a whole life insurance policy
as currently funded by the Company with benefits of $1,000,000, and an award of
three (3) million shares of the Company’s common stock as currently capitalized
and a lump sum payment of $3,000,000. In addition, in the event of termination
of the Employee’s employment in accordance with Section 2.1(a), 2.1(b), 2.1(c)
or 2.1(f), the Employee’s stock options that have not yet vested will
immediately vest upon termination. In the event that the law or 1999 Stock
Option Plan provides otherwise, the Company will immediately issue stock
options to the Employee in such amount as would bring the total amount of stock
options issued to Employee to 5,000,000 from the date of execution of this
Agreement to the Date of Termination. In the event of Termination in accordance
with Section 2.1 (a), (b), (c.) pr (f.), the Company may execute a Separation
Agreement with the Employee for continued services and commensurate
compensation.


ARTICLE III 

COVENANTS OF THE EMPLOYEE


3.1    Confidential Information.


(a)           The Company owns and has developed
and compiled, and will own, develop and compile, certain proprietary techniques
and confidential information as described below which have great value to its
business (referred to in this Agreement, collectively, as “Confidential
Information”). Confidential Information includes not only information disclosed
by the Company to Employee, but also information developed or learned by
Employee during the course of, or as a result of; employment hereunder, which
information Employee acknowledges is and shall be the sole and exclusive
property of the Company. Confidential Information includes all proprietary
information that has or could have commercial value or other utility in the
business in which the Company is engaged or contemplates engaging, and all
proprietary information the unauthorized disclosure of which could be
detrimental to the interests of the Company. Whether or not such information is
specifically labeled as Confidential Information by the Company is not
determinative. By way of example and without limitation, Confidential
Information includes any and all information developed, obtained or owned by
the Company and for its subsidiaries, affiliates or licensees concerning trade
secrets, techniques, know-how (including designs, plans, procedures, processes
and research records), software, computer programs, innovations, discoveries
improvements, research, development, test results, reports, specifications,
data, formats, marketing data and plans, business plans, strategies, forecasts,
unpublished financial information, orders, agreements and other forms of
documents, price and cost information, merchandising opportunities, expansion
plans, designs,



 5
 









budgets, projections, customer, supplier and
sub-contractor identities, characteristics and agreements, and salary, staffing
and employment information. Notwithstanding the foregoing, Confidential
Information shall not in any event include (A) Employee’s personal knowledge
and know-how which Employee has developed over his career and of which Employee
was aware prior to his employment, or (B) information which (ii) was generally
known or generally available to the public prior to its disclosure to Employee;
(ii) becomes generally known or generally available to the public subsequent to
disclosure to Employee through no wrongful act of any person or (iii) which
Employee is required to disclose by applicable law or regulation (provided that
Employee provides the Company with prior notice of the contemplated disclosure
and reasonably cooperates with the Company, at the Company’s expense, in
seeking a protective order or other appropriate protection of such
information).


(b)           Employee acknowledges and agrees that
in the performance of his duties hereunder the Company will from time to time
disclose to Employee and entrust Employee with Confidential Information.
Employee also acknowledges and agrees that the unauthorized disclosure of
Confidential Information, among other things, may be prejudicial to the Company’s
interests, and an improper disclosure of trade secrets. Employee agrees that be
shall not, directly or indirectly, use, make available, sell, disclose or
otherwise communicate to any corporation, partnership, individual or other
third party, other than in the course of his assigned duties and for the
benefit of the Company, any Confidential Information, either during his term of
employment or thereafter.


(c)           The Employee agrees that upon leaving
the Company’s employ, the Employee shall not take with the Employee any
software, computer programs, disks, tapes, research, development, strategies,
designs, reports, study, memoranda, books, papers, plans, information, letters,
e-mails, or other documents or data reflecting any Confidential Information of
the Company, its subsidiaries, affiliates or licensees.


(d)           During the Term, Employee will
disclose to the Company all designs, inventions and business strategies or
plans developed for the Company, including without limitation any process,
operation, product or improvement. Employee agrees that all of the foregoing
are and will be the sole and exclusive property of the Company and that
Employee will at the Company’s request and cost do whatever is necessary to
secure the rights thereto, by patent, copyright or otherwise, to the Company.


3.2    Remedies. The Employee acknowledges
that any breach of Article III is likely to result in immediate and irreparable
harm to the Company for which money damages are likely to be inadequate.
Accordingly, the Employee consents the Company’s seeking injunctive and other
appropriate equitable relief upon the institution of proceedings therefor by
the Company in order to protect the Company’s rights hereunder.


3.3    No Conflicting Agreements. Employee
represents and warrants to the Company that (i) Employee is not a party to or
subject to any other binding covenants, contracts, agreements, arrangements,
employee manuals or other writings regarding his employment with any former
employer, (ii) Employee has the ability and the authority to enter into this
Agreement, (iii) entering into and performing under this Agreement will not
violate any agreement between the Employee and any third party, and (iv) there
exist no obligations to any



 6
 









third party that will restrict Employee’s performance
of his duties to the Company under this Agreement.


3.4    Survival. The provisions of this
Article III shall survive the termination of this Agreement and Employee’s Term
of employment.


ARTICLE IV 

MISCELLANEOUS


4.1    Change in Control. For purposes of this
Agreement, a “Change in Control” shall mean any transaction or series of
transactions pursuant to which any person or entity, other than EMCORE
Corporation or any of its affiliates, in the aggregate acquire(s): (1) capital
stock of the Company possessing the voting power or de facto voting power
(other than voting rights accruing only in the event of a default, breach or
event of noncompliance) to elect a majority of the Company’s board of directors
(whether by merger, consolidation, reorganization, combination, sale or
transfer of the Company’s capital stock, shareholder or voting agreement,
proxy, power of attorney or otherwise), or (2) all or substantially all of the
Company’s assets determined on a consolidated basis; provided that, a
transaction shall not constitute a Change in Control unless it also is a “change
in the ownership or effective control of” the Company, or a “change in the
ownership of a substantial portion of the assets” of the Company (in each case
as determined under Section 409A(a)(2)(A)(v) of the Internal Revenue Code of
1986, as amended, and any successor statute and under Notice 2005-1, as amended
or supplemented from time to time, or Treasury Regulations or other IRS
guidance issued under Section 409A of the Code from time to time); and further
provided that.


4.2    Notice. For the purposes of this
Agreement, notices, demands and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand or by facsimile or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed as follows:


	
  If to the Employee:

  	
   

  	
  Quentin T. Kelly

  
	
   

  	
   

  	
  117
  Hopewell-Rocky Hill Road

  
	
   

  	
   

  	
  Hopewell, New
  Jersey 08525

  
	
   

  	
   

  	
   

  
	
  If to the
  Company:

  	
   

  	
  WorldWater & Power
  Corp.

  
	
   

  	
   

  	
  Pennington
  Business Park

  
	
   

  	
   

  	
  55 Route 31
  South

  
	
   

  	
   

  	
  Pennington, New
  Jersey 08534

  
	
   

  	
   

  	
  Attention: Board
  of Directors

  



 


or to such other address as any party may have
furnished to the other in writing in accordance herewith, except that notices
or change of address shall be effective only upon receipt.


4.3    Modification or Waiver; Entire Agreement.
No provision of this Agreement may be modified or waived except in a document
signed by the Employee and the Company. This Agreement, along with any
documents incorporated herein by reference,



 7
 









constitute the entire agreement between the parties
regarding their employment relationship and supersede all prior agreements,
promises, covenants, representations or warranties. No agreements or
representations, oral or otherwise, with respect to the subject matter hereof
have been made by either party that are not set forth expressly in this
Agreement.


4.4    Authority. The Company represents
that the person signing this Agreement has been duly authorized by the Board of
Directors to execute this Agreement and to bind the Company.


4.5    Governing Law. The validity,
interpretation, construction, performance, and enforcement of this Agreement
shall be governed by the laws of the State of New Jersey without reference to
New Jersey’s choice of law rules. In the event of any dispute, the parties
agree to submit to the jurisdiction of any court sitting in the State of New
Jersey.


4.6    Withholding. All payments required to
be made by the Company hereunder to the Employee of the Employee’s estate or
beneficiaries shall be subject to the withholding of such amounts as the
Company may reasonably determine it should withhold pursuant to any applicable
law.


4.7    Attorney’s Fees. Each party shall
bear its own attorney’s fees and costs incurred in any action or dispute
arising out of this Agreement and/or the employment relationship.


4.8    Enforceability. Each of the covenants
and agreements set forth in this Agreement are separate and independent
covenants, each of which has been separately bargained for and the parties
hereto intend that the provisions of each such covenant shall be enforced to
the fullest extent permissible. Should the whole or any part or provision of
any such separate covenant be held or declared invalid, such invalidity shall
not in any way affect the validity of any other such covenant or of any part or
provision of the same covenant not also held or declared invalid. If any
covenant shall be found to be invalid but, would be valid if some part thereof
were deleted or the period or area of application reduced, then such covenant
shall apply with such minimum modification as may be necessary to make it valid
and effective. The failure of either party at any time to require performance
by the other patty of any provision hereunder will in no way affect the right of
that party thereafter to enforce the same, nor will it affect any other party’s
right to enforce the same, or to enforce any of the other provisions in this
Agreement; nor will the waiver by either party of the breach of any provision
hereof be taken or held to be a waiver of any prior or subsequent breach of
such provision or as a waiver of the provision itself this Section shall
survive the termination of this Agreement of the Term.


4.9    Miscellaneous. No right or interest
to, or in, any payments shall be assignable by the Employee; provided; however,
that this provision shall not preclude the Employee from designating in writing
one or more beneficiaries to receive any amount that may be payable after the
Employee’s death and shall not preclude the legal representative or the
Employee’s estate from assigning any right hereunder to the person or persons
entitled thereto. If the Employee should die while any amounts would still be
payable to the Employee hereunder, all such amounts shall be paid in accordance
with the terms of this Agreement to the Employee’s written designee or, if
there be no such designee, to the Employee’s estate. This Agreement shall



 8
 









be binding upon and shall inure to the benefit of, and
shall be enforceable by, the Employee, the Employee’s heirs and legal
representatives and the Company and its successors. The section headings shall
not be taken into account for purposes of the construction of any provision of
this Agreement.


IN WITNESS WHEREOF, the
parties have executed this Agreement effective as of the date and year first
above written.


	
  WORLDWATER CORP.

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Larry L.
  Crawford

  	
   

  	
   

  	
  /s/ Quentin T. Kelly

  	
   

  
	
  By:  Larry
  L. Crawford

  	
   

  	
  Quentin T. Kelly

  
	
  Title:  VP
  – Chief Financial Officer

  	
   

  	
   

  
					



 



 9