Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On April 9, 2020, Water Now, Inc. (the "Company") entered into a new employment agreement with its Chief Executive Officer, David G. King. The employment agreement provides for a term expiring on March 31, 2023, unless earlier terminated pursuant to the terms of the employment agreement. For the period commencing on April 9, 2020 and ending March 31, 2021, the employment agreement provides for an annual base salary of $240,000 and the issuance of 2,000,000 shares of the Company's restricted common stock, no par value, to Mr. King; provided, however, that the issuance of such shares to Mr. King is contingent upon the issuance not being in contravention of any prior existing understanding, agreement or other arrangement of the Company. As of the date of this report, the 2,000,000 shares have not been issued to Mr. King. For the period commencing on April 1, 2021 and ending March 31, 2023, the employment agreement provides for an annual base salary of either (i) $240,000, or (ii) two and 50/100 percent (2.50%) of the gross revenues of Water Now during the fiscal year ending December of the prior year, whichever amount is greater.

If Mr. King's employment is terminated prior to the end of the term (i) by the Company without Cause, (ii) by Mr. King for Good Reason, or (iii) by reason of Mr. King's death or disability (as defined in the employment agreement), the employment agreement provides that the Company is required to pay a lump sum amount, in cash, equal to $240,000.00, plus certain additional benefits to which Mr. King is entitled or which have become vested under the terms of all employee benefit and compensation plans, agreements and arrangements in which Mr. King is a participant as of the date of termination.

The foregoing descriptions do not purport to describe all of the terms and provisions of the employment agreement, and are qualified in their entirety by reference to the full text of the employment agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. Capitalized terms used above have the meanings given to them in the employment agreement.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
Number                                    Description

10.1           Employment Agreement, dated April 9, 2020, by and between Water Now,
             Inc. and David G. King

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