Amended and Restated Named Executive Officer Employment Agreements

On December 16, 2008 (the "Effective Date"), Basin Water, Inc. (the "Company") entered into an amended and restated employment agreement (each a "Restated Employment Agreement" and together the "Restated Employment Agreements") with Michael M. Stark, the Company's President and Chief Executive Officer, Scott B. Hamilton, the Company's General Counsel and Secretary, and Richard A. Reese, the Company's Vice President of Marketing. The Restated Employment Agreements replace the existing employment agreements with these executive officers.

The Restated Employment Agreements were amended to conform certain provisions that were intended to be in effect for all named executive officers and to make certain changes necessary to assure timely compliance with Section 409A of the Internal Revenue Code. The Restated Employment Agreements now all provide that
(a) the vesting of 100% of each executive's stock awards will be accelerated immediately prior to a change in control (as defined in the Restated Employment Agreements) of the Company and (b) the vesting of 100% of each executive's stock awards (other than any awards the vesting of which is performance-based and with respect to which the performance objectives have not been achieved as of the date of termination, if any) will be accelerated immediately if such executive is terminated without cause or resigns for good reason (each as defined in the Restated Employment Agreements). In addition, if an executive officer is terminated without cause or leaves the Company's employment for good reason, then conditioned upon his signing a release, he shall be entitled to
(a) severance of twelve months' base salary following the date of termination,
(b) an amount equal to the bonus for the year in which the termination occurs, prorated for the period of his employment during that year, (c) continued healthcare benefits for such period and (d) outplacement services of $15,000. If such termination without cause or for good reason occurs within 24 months following a change in control, an executive officer will be entitled to the same amounts set forth above, except that instead of a prorated bonus, such executive officer will be eligible to receive an amount equal to his entire annual bonus for the year in which the termination occurs and the vesting of 100% of his stock awards (including performance vesting awards, if any) will be accelerated immediately.

The foregoing description of the Restated Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Employment Agreements, which are filed as Exhibits 10.36 through 10.38 to this report, and incorporated herein by reference.

(d) The following exhibits are furnished herewith:

Exhibit No.      Document

   10.36         Amended and Restated Employment Agreement between Michael M. Stark
                 and Basin Water, Inc.

   10.37         Amended and Restated Employment Agreement between Scott B.
                 Hamilton and Basin Water, Inc.

   10.38         Amended and Restated Employment Agreement between Richard A. Reese
                 and Basin Water, Inc.