Form 8-K
8-K — CADIZ INC
Accession: 0001213900-26-081581
Filed: 2026-07-27
Period: 2026-07-27
CIK: 0000727273
SIC: 4941 (WATER SUPPLY)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ea0299310-8k_cadiz.htm (Primary)
EX-10.1 — EMPLOYMENT AGREEMENT, DATED AS OF JULY 27, 2026, BY AND BETWEEN CADIZ INC. AND JACINTO J. HERNANDEZ (ea029931001ex10-1.htm)
EX-10.2 — SEPARATION AGREEMENT, DATED AS OF JULY 27, 2026, BY AND BETWEEN CADIZ INC. AND STANLEY E. SPEER (ea029931001ex10-2.htm)
EX-99.1 — PRESS RELEASE (ea029931001ex99-1.htm)
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8-K — CURRENT REPORT
8-K (Primary)
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United
States
Securities
and Exchange Commission
Washington,
D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 27, 2026
Cadiz Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-40579
77-0313235
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
550 S. Hope Street, Suite 2850
Los Angeles, California
90071
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number,
including area code: (213) 271-1600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
☐ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
CDZI
The NASDAQ Global Market
Depositary Shares (each representing a 1/1000th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)
CDZIP
The NASDAQ Global Market
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Transition
On July 27, 2026, the Board of Directors (the
“Board”) of Cadiz Inc. (the “Company”) approved a chief financial officer succession plan pursuant to which Stanley
E. Speer will retire as the Company’s Chief Financial Officer effective as of September 1, 2026 (the “CFO Transition Date”).
From the CFO Transition Date through December 31, 2026 or such earlier date as the Company may determine (the “Advisory Period”),
Mr. Speer will remain an advisor to the Company. Effective immediately, Jacinto J. Hernandez was appointed as the Company’s Executive
Vice President of Finance, and effective as of the CFO Transition Date, Mr. Hernandez will become the Company’s Chief Financial
Officer. Upon becoming Chief Financial Officer, Mr. Hernandez will also serve as the Company’s principal financial officer, principal
accounting officer and Secretary.
Mr. Hernandez, age 47, founded Cummings Consulting
& Management in July 2022 and has served as its principal, advising corporations and boards on capital allocation, mergers and acquisitions,
and capital markets strategy. He previously served as a partner and investment analyst at Capital Group, a global investment management
organization, and its subsidiary, Capital World Investors. He joined the Capital Group companies in August 2000 and retired in June 2022
after 22 years covering a broad range of industries and market capitalizations, including oil and gas, human capital management, and small-capitalization
companies. During his tenure, he held a number of leadership and operational roles, including helping lead the research portfolio for
one of the world’s largest growth mutual funds and overseeing various governance and technology initiatives. Over the course of
his investment career, he built a successful track record across equities, convertible securities, and high-yield investments. Mr. Hernandez
has served on the boards of directors of Pioneer Natural Resources Company (NYSE: PXD), Altria Group, Inc. (NYSE: MO), Aris Water Solutions,
Inc. (NYSE: ARIS), Coterra Energy Inc. (NYSE: CTRA) and Devon Energy Corporation (NYSE: DVN). His board service has included audit, governance,
nominating and ESG committee roles. Mr. Hernandez earned his Bachelor of Science in Economics from Stanford University, with a minor in
Political Science.
There are no family relationships between
Mr. Hernandez and any director or executive officer of the Company, and there are no transactions between Mr. Hernandez and the Company
that would be required to be reported under Item 404(a) of Regulation S-K.
Employment Agreement with Mr. Hernandez
On July 27, 2026, the Company and Mr. Hernandez
entered into an Employment Agreement (the “Employment Agreement”), effective as of the same date. From the effective date
until the CFO Transition Date, Mr. Hernandez will serve as Executive Vice President of Finance, and effective as of the CFO Transition
Date, he will serve as Chief Financial Officer. Under the Employment Agreement, Mr. Hernandez will receive the following compensation
and benefits:
● an annual base salary of $400,000;
● an annual cash bonus opportunity with a target equal to 100%
of base salary, based on performance goals established by the Board;
● one-time inducement awards outside of the Company’s 2019
Equity Incentive Plan (the “Plan”) and pursuant to Nasdaq Listing Rule 5635(c)(4), subject to approval by the Compensation
Committee and the execution of a customary award agreement, consisting of (i) 800,000 restricted stock units (“RSUs”), of
which 200,000 RSUs will be vested upon grant, and the remaining 600,000 RSUs in twelve approximately equal quarterly installments over
three years, and (ii) 800,000 performance stock units (“PSUs”) which will vest upon achievement of specified stock price
hurdles; and
● four weeks of paid annual vacation, medical coverage and participation
in the Company’s other employee benefit plans.
1
The Employment Agreement also provides for
severance benefits in specified circumstances, including, among other things, (i) 180 days of base salary continuation following a termination
due to death or disability, (ii) if Mr. Hernandez is terminated by the Company concurrently with or within 12 months following a change
in control, 12 months of base salary, a lump-sum payment equal to 100% of his then-current target annual bonus and 12 months of certain
fringe benefits, and (iii) if Mr. Hernandez resigns for specified good reason or is terminated by the Company without cause, 180 days
of base salary, a prorated target annual bonus and 180 days of certain fringe benefits. In the event of a change in control, or if Mr.
Hernandez’s employment is terminated by the Company without cause, or by Mr. Hernandez for good reason, all outstanding unvested
RSUs and PSUs will accelerate and immediately vest. The Employment Agreement also contains confidentiality, non-competition and employee
non-solicitation covenants.
Separation Agreement with Mr. Speer
On July 27, 2026, the Company entered into
a Separation Agreement (the “Separation Agreement”) with Mr. Speer in connection with his retirement from the Company. Through
the CFO Transition Date, Mr. Speer will continue to serve as the Company’s Chief Financial Officer, and as of the CFO Transition
Date, he will cease to hold any officer or other positions with the Company and its subsidiaries. During the Advisory Period, Mr. Speer
will receive compensation of $10,000 per month for providing such transition and advisory services as the Company may reasonably request
from time to time, consistent with his knowledge of the Company’s business and operations.
Subject to Mr. Speer’s timely execution
and non-revocation of a release of claims and compliance with his continuing obligations, the Separation Agreement provides for, among
other things, accelerated vesting of unvested service-based restricted stock units representing 68,700 shares, a new grant of fully vested
restricted stock units under the Plan representing 100,000 shares in lieu of Mr. Speer’s forfeited 2026 bonus opportunity, continued
eligibility for vesting of a milestone-based restricted stock unit tranche representing 85,000 shares tied to the closing of the LLC project
financing for the Northern Pipeline if such closing occurs within the Advisory Period, and reimbursement of COBRA premiums for up to 18
months following the CFO Transition Date (or, if necessary to comply with applicable law, equivalent taxable monthly cash payments). Pursuant
to the Separation Agreement, Mr. Speer will forfeit unvested milestone-based restricted stock units representing 150,000 shares. The Separation
Agreement provides that the benefits described therein are the sole severance benefits payable to Mr. Speer in connection with his separation
from employment.
The foregoing descriptions of the Employment
Agreement and the Separation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text
of the Employment Agreement and the Separation Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On July 27, 2026, the Company issued a press
release regarding the CFO succession plan described in Item 5.02 of this Current Report. A copy of the press release is attached hereto
as Exhibit 99.1 hereto.
The information disclosed under this Item
7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
10.1
Employment Agreement, dated as of July 27, 2026, by and between Cadiz Inc. and Jacinto J. Hernandez.
10.2
Separation Agreement, dated as of July 27, 2026, by and between Cadiz Inc. and Stanley E. Speer.
99.1
Press Release
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CADIZ INC.
By:
/s/ Stanley E. Speer
Stanley E. Speer
Chief Financial Officer
Date: July 27, 2026
3
EX-10.1 — EMPLOYMENT AGREEMENT, DATED AS OF JULY 27, 2026, BY AND BETWEEN CADIZ INC. AND JACINTO J. HERNANDEZ
EX-10.1
Filename: ea029931001ex10-1.htm · Sequence: 2
Exhibit 10.1
EXECUTION VERSION
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT
(the “Agreement”) is entered into as of July 27, 2026 (the “Effective Date”), by and between Cadiz
Inc., a Delaware corporation (the “Company”) and Jacinto Hernandez, an individual (“Hernandez”).
WHEREAS, the Company desires
to employ Hernandez as its Chief Financial Officer on the terms and conditions set forth herein, and Hernandez desires to be so employed.
NOW, THEREFORE, in consideration
of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually
acknowledged, the Company and Hernandez (collectively, the “Parties”) agree as follows:
1. TERM
OF EMPLOYMENT. The terms and conditions of Hernandez’s employment under this Agreement shall be effective as of the Effective
Date and shall continue until terminated in accordance with the termination provisions of Section 6 below.
2. DUTIES.
From the Effective Date until the later of (x) September 1, 2026, and (y) the date that is the first day following the date on which the
Company files its quarterly report on Form 10-Q for the quarter ended June 30, 2026 (such date, the “CFO Transition Date”),
Hernandez shall be employed as the Company’s Executive Vice President of Finance, and shall perform such duties and responsibilities
reasonably requested by the Chief Executive Officer and Chief Financial Officer of the Company. Effective as of the CFO Transition Date,
Hernandez shall be employed as the Chief Financial Officer of the Company. From and after the CFO Transition Date, Hernandez's duties
and responsibilities shall relate, generally, to those ordinarily performed by the chief financial officer of a publicly traded corporation
and shall include, without limitation, direct responsibility for (i) the Company’s accounting systems, cash management and financial
reporting; (ii) supervision and direction of the Company’s financial staff and investor relations department; (iii) preparation
and coordination with outside professional advisors of all regulatory filings, including those required by the rules and regulations of
the U.S. Securities and Exchange Commission and by the NASDAQ; (iv) coordination of the Company’s compliance with all of the requirements
of the Sarbanes-Oxley Act of 2002, as amended; and (v) the administrative and financial management of the Company’s real estate
holdings. In addition, as a member of the Company’s senior management group Hernandez shall be involved on a daily basis with discussion
and analysis of the development of the Company’s water resource and other development programs. Hernandez shall also perform such
other duties as would reasonably be performed by a senior executive of the Company as the Board may from time to time direct. Hernandez
shall report to, and take direction from, the Chief Executive Officer of the Company. Hernandez further consents to serve in further capacities
as an officer, manager and/or director of the Company or any subsidiary or affiliate of the Company without any additional salary or compensation.
Hernandez’s base of operations shall be at the corporate headquarters office of the Company in Los Angeles, California, unless changed
by mutual agreement. However, Hernandez shall also render services at such other sites as necessary from time to time to properly perform
his duties.
3. NECESSARY
SERVICES. Hernandez agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents,
perform to the reasonable satisfaction of the Company all of the duties that may be assigned to him hereunder and shall devote such time
to the performance of these duties as may be necessary therefor. Provided that Hernandez otherwise performs his duties in a satisfactory
manner, nothing herein shall preclude Hernandez from participating in the activities set forth on Schedule I, spending a reasonable
amount of time in the pursuit of other business opportunities, the management of his personal investments or with any charitable or civic
venture with which Hernandez may be involved, in each case, as long as such activities do not result in any conflicts with respect to
Hernandez’s duties to the Company hereunder, or violate any conflicts of interest policy which may be maintained from time to time
by the Company.
4. BASE
COMPENSATION. Subject to such deductions as the Company may from time to time be required to make pursuant to law, governmental regulation
or order, the Company agrees to pay Hernandez a base cash salary of $400,000 per annum, commencing as of the Effective Date. Payments
of base salary shall be made in accordance with the normal payroll practices of the Company.
5. OTHER
COMPENSATION. In addition to the base compensation set forth in Section 4 above, the Company agrees to provide additional compensation
to Hernandez as follows:
a. Discretionary
Annual Bonus. Each year during the term of this Agreement, the Board shall make a good faith evaluation of the performance of Hernandez
during such year, on the basis of which Hernandez shall receive a cash bonus with a target equal to 100% of Hernandez’s base salary
(such amount, the “Target Annual Bonus”), calculated with reference to performance goals established from time to time
by the Board, and upon such other terms and conditions as shall be determined at the discretion of the Board. Such bonus will be paid
on or before March 15 of the calendar year following the year to which such bonus relates, subject to Hernandez’s continued employment
through the payment date.
b. Equity-Based
Compensation. Hernandez will be eligible to participate in the Company’s 2019 Equity Incentive Plan (the “2019 Plan”)
(or any successor thereto), or such other plans or programs as the Company shall determine, on similar terms to other senior executives
of the Company. Any equity award granted to Hernandez pursuant to this Section 5(b) will be subject to the terms and conditions of the
applicable plan and any applicable award agreement(s).
c. Initial
Equity Grants. Notwithstanding Section 5(b), as a material inducement for Hernandez to accept employment with the Company, within
thirty (30) days following the Effective Date, and subject to the approval of the Company’s Compensation Committee and the execution
of an award agreement approved by the Compensation Committee, the Company shall grant Hernandez the following one-time inducement awards
outside of the 2019 Plan, pursuant to and in accordance with Nasdaq Listing Rule 5635(c)(4).
i RSU Grants. The Company shall grant Hernandez 800,000
restricted stock units (“RSUs”). Two hundred thousand (200,000) of the RSUs shall be fully vested upon grant. The remaining
six hundred thousand (600,000) RSUs shall vest in twelve (12) approximately equal quarterly installments on the final day of each fiscal
quarter of the Company over the three (3) year period commencing on the Effective Date, subject in all cases to Hernandez’s continuing
employment as of each such vesting date. Notwithstanding such vesting schedule, all outstanding but as yet unvested RSUs provided for
in this subsection (i) shall accelerate and immediately vest on the first to occur of (x) a Change in Control (as defined in the
2019 Plan) or (y) the date of the termination of this Agreement (A) by Hernandez pursuant to Section 6(a)(iv) below, (B) by
the Company without Cause pursuant to Section 6(a)(v) below or (C) as a result of Hernandez’s death or Disability pursuant
to Section 6(a)(i) below. All vested RSUs (whether vesting ratably or by acceleration) shall be distributed to Hernandez in shares
of the Company’s stock on the earlier to occur of (x) the fifth anniversary of the Effective Date or (y) Hernandez’s “separation
from service” (as defined in Code Section 409A), except as otherwise set forth in this Agreement. Hernandez shall be permitted to
satisfy any applicable tax withholding obligations arising in connection with the RSUs through a “Sell to Cover” transaction,
pursuant to which Hernandez shall direct the sale of the minimum number of shares of the Company’s stock necessary to satisfy such
withholding obligations, and the Company shall remit the applicable withholding amounts from the proceeds of such sale(s) directly to
the appropriate taxing authorities on Hernandez’s behalf.
ii PSU Grants. The Company shall grant Hernandez 800,000 performance stock units (“PSUs”),
which shall vest based upon the Company’s common stock achieving a Price Hurdle (as defined below) in accordance with the following
schedule, subject to Hernandez’s continuing employment as of each such vesting date:
Price Hurdle
PSUs Vested
$6.00 per share
200,000
$8.00 per share
200,000
$10.00 per share
200,000
$12.00 per share
200,000
2
For purposes hereof, “Price
Hurdle” shall be measured, from time to time, based on the 20-Day VWAP prior to the measurement date. Once a Price Hurdle has
been achieved, it shall remain achieved notwithstanding any subsequent changes in the price of the Company’s common stock.
“20-Day VWAP” for
any date of determination means the per share volume-weighted average price of Common Stock, as displayed under the heading “Bloomberg
VWAP” on Bloomberg page CDZI <equity> VWAP (or its equivalent successor if such page is not available), from the scheduled
open of trading until the scheduled close of trading of the primary trading session of the NASDAQ Stock Market on each trading day during
the 20 consecutive trading day period preceding (but not including) such date of determination (or if such volume- weighted average price
is unavailable, the market value of one share of Common Stock during such period determined, using a volume-weighted average method, by
a nationally recognized independent investment banking firm retained for this purpose by the Company). The VWAP will be determined without
regard to after hours trading or any other trading outside of the regular trading session trading hours.
If any Price Hurdle is not achieved
within five (5) years of the Effective Date, all of the PSUs which are to vest upon achievement of such Price Hurdle shall be deemed
forfeited and of no further force and effect.
Notwithstanding the
above, the PSUs shall accelerate and immediately vest (i) upon a Change in Control (as defined in the 2019 Plan); or (ii) on the
date of the termination of this Agreement (a) by Hernandez pursuant to Section 6(a)(iv) or (b) by the Company without Cause
pursuant to Section 6(a)(v) below. All PSUs (whether vesting upon the achievement of a Price Hurdle or by acceleration) shall be
distributed to Hernandez in shares of the Company’s stock on the earlier to occur of (x) the fifth anniversary of the Effective
Date or (y) Hernandez’s “separation from service” (as defined in Code Section 409A), except as otherwise set forth in
this Agreement. Hernandez shall be permitted to satisfy any applicable tax withholding obligations arising in connection with the PSUs
through a “Sell to Cover” transaction, pursuant to which Hernandez shall direct the sale of the minimum number of shares of
the Company’s stock necessary to satisfy such withholding obligations, and the Company shall remit the applicable withholding amounts
from the proceeds of such sale(s) directly to the appropriate taxing authorities on Hernandez’s behalf.
iii On or near each date that a cash dividend is paid to holders of shares of the Company’s stock, Hernandez
will be entitled to receive an additional amount in cash equal to the cash dividend that Hernandez would have received in connection with
the aggregate of each outstanding RSU and PSU if each such outstanding RSU and PSU had been in the form of one share of Company stock
actually held by Hernandez (such aggregate cash dividend, the “Dividend Equivalents”). The Dividend Equivalents shall
be deemed to be reinvested in shares of the Company’s stock (which may thereafter accrue additional Dividend Equivalents). The Dividend
Equivalents will vest on the same vesting date corresponding to the underlying RSU or PSU with respect to which it was awarded, and will
otherwise be subject to the same conditions applicable to the underlying RSU or PSU.
d. Fringe
Benefits. In addition to the compensation set forth above, Hernandez shall be entitled to the following benefits:
i Four (4)
weeks paid annual vacation, provided that no more than two weeks are to be taken consecutively;
ii Sick
leave and personal leave with pay in accordance with the prevailing policies of the Company;
iii Medical
coverage under the group medical insurance plan of the Company (or COBRA coverage, at the election of Hernandez);
iv Participation
in any pension, profit-sharing, 401(k), or deferred compensation plan maintained by the Company for the general benefit of its employees;
3
v Participation
in any other benefit plan maintained by the Company for the general benefit of its employees; and
vi Any
other benefits not specifically set forth herein as may be granted by the Company in its sole and absolute discretion.
e. Deduction
and Reimbursement. Hernandez hereby agrees that the Company may deduct and withhold from the compensation payable to Hernandez hereunder
any amounts of money required to be deducted or withheld by the Company under the provisions of any and all applicable local, state or
federal statutes or regulations or any amendments thereto hereafter enacted requiring the withholding or deducting of compensation.
6. TERMINATION.
This Agreement shall continue in full force and effect unless and until terminated as provided in this Section.
a. Termination
Events. This Agreement shall terminate:
i Upon
the death or Disability of Hernandez, “Disability” having the definition set forth in the 2019 Plan.
ii At
the election of the Company, upon a Change in Control (as defined in the 2019 Plan) or at such time, if any, as the Company ceases to
conduct business for any reason whatsoever.
iii At
the election of the Company, upon the dismissal of Hernandez by the Company for Cause. For purposes of this Agreement, “Cause”
shall mean any of the following that has a material adverse effect upon the Company or any Subsidiary:
(1) Hernandez’s
material failure to perform his duties which remains uncured for more than thirty (30) days after a written warning,
(2) Hernandez’s
breach of his fiduciary duty to the Company which remains uncured for more than thirty (30) days after a written warning, or
(3) Hernandez’s
conviction (or equivalent) for a felony.
iv At
the election of Hernandez, upon (1) a material breach by the Company of any term or condition of this Agreement, (2) a material change
in Hernandez’s job title or a material reduction in Hernandez’s duties and responsibilities hereunder, (3) a material reduction
of Hernandez’s annual base salary, or (4) the Company requiring Hernandez to relocate to any place outside of a thirty-five (35)
mile driving distance of Hernandez’s current work site, provided, however, that (A) Hernandez provides written notice to
the Company specifying in reasonable detail the condition giving rise to the election in this subsection (iv) within thirty (30) days
of the initial occurrence of such condition; (B) the Company fails to cure such condition within thirty (30) days after receipt of such
written notice; and (C) Hernandez actually terminates employment within thirty (30) days following the expiration of the cure period.
v At
the election of the Company, without Cause.
vi At
the election of Hernandez, for any reason other than those set forth in Section 6(a)(iv) above.
b. Payments
Following Termination. Following termination of this Agreement, whether for any of the reasons specifically set forth above or for
any other reason, the Company shall have no obligation to make payments to or bestow benefits upon Hernandez after the date of termination
except as may be required by law or as described in this subsection (b).
i In
the event of termination of this Agreement by the Company pursuant to Section 6(a)(i) as the result of Hernandez’s death or
Disability, Hernandez or his estate shall be entitled to receive base compensation as set forth in Section 4 above for a period of one
hundred eighty (180) days following Hernandez’s death or Disability as though Hernandez were continuing to provide services
to the Company under this Agreement. Any such payment shall be in addition to, and not in lieu of, any payments made pursuant to any Company
provided death or disability benefit plans.
4
ii In
the event of termination of this Agreement by the Company concurrently with or within twelve (12) months following a Change in Control
pursuant to Section 6(a)(ii) above, Hernandez shall be entitled to receive (i) base compensation as set forth in Section 4
above for a period of twelve (12) months following the effective date of termination, as though Hernandez were continuing to provide services
to the Company under this Agreement, (ii) a lump sum payment in an amount equal to 100% of Hernandez’s then-current Target Annual
Bonus and (iii) for a period of twelve (12) months following the effective date of termination, fringe benefits described in Section
5(d) above to the extent that such benefits can then lawfully be made available by the Company (or the Company’s successor in interest)
to Hernandez.
iii In
the event of termination of this Agreement by the Company for Cause pursuant to Section 6(a)(iii) above, or in the event of termination
of this Agreement by Hernandez without Cause pursuant to Section 6(a)(vi) above, the Company shall have no further liability or obligation
to Hernandez under this Agreement other than the Company’s obligation to pay base compensation as set forth in Section 4 above
and fringe benefits as described in Section 5(d) above, all to the extent that such base compensation or fringe benefits are accrued
but unpaid or unissued as of the effective date of termination.
iv In
the event of termination of this Agreement by Hernandez pursuant to Section 6(a)(iv) above or by the Company without Cause pursuant
to Section 6(a)(v) above, or in the event of termination of this Agreement by the Company for any reason not specifically set forth
above, Hernandez shall be entitled to receive (i) base compensation as set forth in Section 4 above for a period of one hundred
eighty (180) days following the effective date of termination, as though Hernandez were continuing to provide services to the Company
under this Agreement, (ii) a lump sum payment in an amount equal to 100% of Hernandez’s then-current Target Annual Bonus, multiplied
by a fraction, the numerator of which is the number of days in the fiscal year from the first day of the year to and including Hernandez’s
date of termination, and the denominator of which is 365, and (iii) for a period of one hundred eighty (180) days following
the effective date of termination, the fringe benefits described in Section 5(d) above to the extent that such benefits can then
lawfully be made available by the Company (or the Company’s successor in interest) to Hernandez.
v The
termination of this Agreement shall not affect the right of Hernandez to exercise any stock option, to purchase securities of the Company,
or to receive payments or equity securities under any incentive plans in which Hernandez participates, which rights may have vested under
the terms of the applicable equity grant or incentive plan prior to the date of termination.
c. Return
of Company’s Property. If this Agreement is terminated for any reason, the Company may, at its option, require Hernandez to
vacate his offices prior to the effective date of a termination and to cease all activities on the Company’s behalf. Hernandez agrees
that on the termination of this Agreement in any manner, he will immediately deliver to the Company all property of the Company in his
possession or under his control, including without limitation: (i) hardware and devices, including laptops, desktop computers, tablets,
cell phones, smartphones, portable storage devices (including USB drives and external hard drives), and any other electronic equipment;
(ii) software, including any Company-licensed programs, applications, and access credentials (including passwords, security tokens, and
multi-factor authentication devices); (iii) data and records, including notebooks, brochures, documents, memoranda, reports, spreadsheets,
presentations, files, books, correspondence, customer lists, prospect lists, vendor lists, and other written, graphical, or electronic
records; (iv) financial information, including financial statements, budgets, forecasts, pricing information, and billing records; (v)
intellectual property materials, including research and development materials, technical data, formulas, plans, drawings, designs, and
prototypes; (vi) identification and access materials, including Company identification cards, key cards, building access cards, keys,
and parking passes; and (vii) any other property, materials, or information belonging to or relating to the business or work of the Company,
whether or not listed above, which have not been returned to the Company. Hernandez hereby expressly acknowledges that all such materials
and property referenced above are the property of the Company and that Hernandez shall not retain any copies, reproductions, or summaries
thereof in any form.
5
d. Public
Identification. If this Agreement is terminated for any reason, Hernandez shall immediately and forever thereafter cease to hold himself
out to any person, firm, partnership, corporation or other entity as an employee, agent, independent contractor or representative of the
Company or of any entity owned by, or affiliated with, the Company.
7. EXPENSES.
The Company shall reimburse Hernandez for all out-of-pocket expenses incurred by Hernandez in the performance of his duties hereunder,
including, but not limited to, telephone, travel, and office expenses, all subject to such written guidelines and/or requirements for
verification as the Company may, in its sole and absolute discretion, establish.
8. CONFIDENTIALITY
AND TRADE SECRETS. For purposes of this Section 8, the term “Company” shall collectively refer to the Company and
any affiliate thereof.
a. Confidential
Information. Hernandez shall keep in strictest confidence all information relating to the business, affairs, products, customers and
suppliers of the Company (collectively hereinafter referred to as “Trade Secrets”), which Hernandez obtains or may acquire
in the course of his employment by the Company, and which is not otherwise generally known to the public. Hernandez acknowledges that
such Trade Secrets are of great value, and have been developed and/or acquired at great expense to the Company, and the Company would
not enter into this contract of employment and such information would not be made available to Hernandez in Hernandez’s fiduciary
capacity unless the Company were assured that all such information will be used for the exclusive benefit of the Company. Accordingly,
during the term of this Agreement, and at all times thereafter, Hernandez shall not publish, communicate, divulge, disclose or use, whether
or not for his own benefit, any such information without the prior written consent of the Company.
b. Non-Competition.
Hernandez agrees that during the period of his employment, Hernandez will not, directly or indirectly, (i) engage in the business of,
or own or control any interest in (except as a passive investor owning less than 10% of the equity securities of a publicly held company),
or act as a director, officer or employee of, or consultant to, any individual, partnership, joint venture, corporation or other business
entity, directly or indirectly engaged in any country in which the Company conducts business (including, without limitation, the United
States, its possessions and territories), in any business competitive with the business then being carried on by the Company, (ii) plan
or organize any business activity competitive with the business or planned business of the Company or its affiliates, or combine, participate,
or conspire with other employees of the Company or its affiliates or other persons or entities for the purpose of organizing any such
competitive business activity; or (iii) divert or take away, or attempt to divert or take away, any of the customers or potential customers
of the Company or its affiliates, either for himself or for any other person, firm, partnership, corporation or other business entity.
c. Client
Information. Hernandez hereby specifically agrees that he will not utilize any information concerning the customers, licensees or
other clients, partners or affiliates of the Company which Hernandez acquires during the term of this Agreement, whether or not the same
originated through Hernandez’s efforts, for any purpose detrimental to the business of the Company. Without limitation of the foregoing,
Hernandez agrees that he shall not at any time interfere with any existing contracts of the Company, and further agrees that he shall
not engage in business discussions with any person or entity with whom he or the Company are in negotiations at the time he ceases to
be an employee of the Company until after such negotiations have been concluded.
d. Solicitation
of Employees. Hernandez acknowledges that important factors in the Company’s business and operations are the loyalty and goodwill
of its employees and its customers. Accordingly, Hernandez agrees that during the term of this Agreement, he will not enter into, and
will not participate in, any plan or arrangement to cause any of the Company’s employees to terminate his employment with the Company
or hire any of such employees in connection with business initiated by Hernandez or any other person, firm or corporation. Hernandez further
agrees that information as to the capabilities of the Company’s employees, their salaries and benefits, and the other terms of their
employment is confidential and proprietary to the Company and constitutes its valuable trade secrets.
9. REMEDY
FOR BREACH. Hernandez acknowledges that the services to be rendered by him hereunder are of a special, unique and extraordinary character,
which gives this Agreement a peculiar value to the Company, the loss of which cannot be reasonably or adequately compensated in damages
in an action at law, and a breach by Hernandez of the provisions of this Agreement will cause the Company irreparable injury. It is, therefore,
expressly acknowledged that this Agreement may be enforced by injunction and other equitable remedies, without bond. Such relief shall
not be exclusive but shall be in addition to any other rights or remedies the Company may have for such breach, and the Company shall
be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred by reason of any breach of the covenants
of this Agreement. Similarly, the provisions of this Section 9 shall not in any way limit any rights or remedies to which Hernandez may
be entitled in the event of a breach by the Company of any obligations of the Company arising under this Agreement.
6
10. LITIGATION
AND ATTORNEYS’ FEES. In the event of any litigation or arbitration between the parties hereto in connection with this Agreement
or to enforce any provision or right hereunder, each party to such litigation or arbitration shall pay its own costs and expenses.
11. BOARD
ACTIONS. Any actions required to be taken or determinations to be made by the Board under this Agreement may, at the discretion of
the Board, be taken or made by the Compensation Committee or any other duly authorized committee of the Board.
12. ADDITIONAL
ACKNOWLEDGMENTS.
a. Hernandez
understands that the terms of this Agreement may be required to be disclosed in, or filed as an exhibit to, the Company’s annual
proxy statement or other reports filed publicly with the U.S. Securities and Exchange Commission. Hernandez further acknowledges and agrees
that he has a personal obligation to file reports with the U.S. Securities and Exchange Commission disclosing any changes in his beneficial
ownership of the Company’s stock, including those arising as a result of this Agreement.
b. Hernandez
acknowledges and agrees that he has fully read and understands this Agreement, has been advised to and has been given the opportunity
to consult with his attorney concerning this Agreement, has been advised that the Company’s attorney has not acted as his attorney
concerning this Agreement, has had any questions regarding its effect or the meaning of its terms answered to his satisfaction and, intending
to be legally bound hereby, has freely and voluntarily executed this Agreement.
13. CLAWBACK
POLICY. Any amounts payable under this Agreement are subject to any policy or policies (whether in existence as of the effective date
of the Agreement or as later adopted) established by the Company providing for clawback or recovery of amounts paid to Hernandez, including
the Company’s Clawback and Forfeiture Policy effective October 2, 2023.
14. 280G
CUTBACK. Notwithstanding any other provision of this Agreement to the contrary, if any payments or benefits provided under this Agreement,
together with any other payments or benefits provided by the Company or an affiliate to Hernandez, would constitute “parachute payments”
within the meaning of Section 280G of the Internal Revenue Code and any Treasury regulations promulgated thereunder (collectively, “Code
Section 280G”), then such parachute payments shall be reduced to the greatest amount that may be paid to Hernandez without causing
any loss of deduction to the Company under Code Section 280G; provided, however, that such reduction shall be made only
if the net after-tax benefit to Hernandez following such reduction would exceed the net after-tax benefit to Hernandez absent such reduction.
For purposes of this Section 14, “Net After-Tax Benefit” shall mean (i) the total amounts payable to Hernandez under Section
6(b) of this Agreement, plus (ii) all other payments and benefits that Hernandez receives or is then entitled to receive from the Company
or an affiliate that would constitute “parachute payments” within the meaning of Code Section 280G, less (iii) the amount
of federal and state income taxes payable with respect to the amounts described in clauses (i) and (ii), calculated at the maximum marginal
income tax rate for each year in which such amounts are paid to Hernandez (based upon the rate in effect for such year as set forth in
the Internal Revenue Code at the time of termination of Hernandez’s employment), less (iv) the amount of excise taxes imposed on
the amounts described in clauses (i) and (ii) under Code Section 4999. The determination of whether and to what extent payments are required
to be reduced under this Section 14 shall be made at the Company’s expense by a nationally recognized certified public accounting
firm or consulting firm designated by the Company and reasonably acceptable to Hernandez prior to a Change in Control (the “Valuation
Firm”). In the event of any underpayment or overpayment under this Section 14, as determined by the Valuation Firm, the amount
of such underpayment or overpayment shall promptly be paid to Hernandez or refunded to the Company, as applicable, but only to the extent
that any such refund would result in (i) no portion of such payments being subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code and (ii) a dollar-for-dollar reduction in Hernandez’s taxable income and wages for purposes of federal, state and local
income and employment taxes, with interest at the applicable federal rate provided for in Code Section 7872(f)(2).
7
15. GENERAL
PROVISIONS.
a. The
failure of the Company at any time to enforce performance by Hernandez of any provisions of this Agreement shall in no way affect the
Company’s rights thereafter to enforce the same, nor shall the waiver by the Company of any breach of any provision hereof be held
to be a waiver of any other breach of the same or any other provision.
b. Hernandez
shall be indemnified by the Company against third party claims against Hernandez by reason of his serving as an officer, director, and/or
employee of the Company and any subsidiary or affiliate of the Company to the maximum extent permitted by Delaware law and Hernandez shall
be entitled to advancement of expenses in accordance with the provisions of such section. In addition, the Company shall maintain, for
the benefit of Hernandez, director and officer liability insurance.
c. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company; provided,
however, it is understood and agreed that the services to be rendered and the duties to be performed by Hernandez hereunder are of a special,
unique and personal nature and that it would be difficult or impossible to replace such services; by reason thereof, Hernandez may not
assign either the benefits or the obligations of this Agreement.
d. Hernandez
shall be considered an employee of the Company within the meaning of all federal, state and local laws and regulations governing unemployment
insurance, workers’ compensation, industrial accident, labor and taxes.
e. The
headings of the several paragraphs in this Agreement are inserted solely for the convenience of the parties and are not a part of and
are not intended to govern, limit or aid in the construction of any term or provision hereof.
f. This
Agreement may not be modified except by a written instrument signed by all parties hereto.
g. All
clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court,
such clauses or covenants shall be limited as permitted under applicable law, or, if the same are not susceptible to such limitation,
this Agreement shall be interpreted as if such invalid clauses or covenants were not contained herein.
h. This
Agreement is made with reference to the laws of the State of California and shall be governed by and construed in accordance therewith.
Any litigation concerning or to enforce the provisions of this Agreement shall be brought in the courts of the State of California, located
in the City of Los Angeles, California.
i. Any
controversy or claim arising out of or relating to this Agreement, or breach thereof, may, with the prior consent of both the Company
and Hernandez, be settled by binding arbitration in the City of Los Angeles, California in accordance with the Commercial Arbitration
Rules of the American Arbitration Association.
16. SECTION 409A.
a. This
Agreement (and all payments and other benefits provided under this Agreement and provided under any other agreement incorporated by reference)
is intended to be exempt from the requirements of Section 409A of the Internal Revenue Code, any Treasury regulations promulgated
thereunder and any guidance issued by the Internal Revenue Service relating thereto (collectively, “Code Section 409A”),
to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4),
the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the
extent Code Section 409A is applicable to such payments and benefits, the parties intend that this Agreement (and such payments and benefits)
comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision
of this Agreement to the contrary, if the Company or Hernandez determines that any compensation or benefit payable under this Agreement
may be subject to Code Section 409A(a)(1), Company and Hernandez, at the request of either but with the written consent of the other,
which consent shall not be unreasonably withheld, shall adopt such amendments to this Agreement or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take any other actions necessary or appropriate to cause the
compensation and benefits payable under this Agreement not to be subject to Code Section 409A(a)(1) and to preserve the intended
tax treatment of such compensation and benefits. Each payment of compensation under this Agreement shall be treated as a separate payment
of compensation for purposes of Code Section 409A. If the period during which Hernandez may consider and sign a release in connection
with the receipt of severance benefits spans two calendar years, the payment of severance will not be made or begin until the later calendar
year.
8
b. Any
reimbursements or in-kind benefits provided under this Agreement that are subject to Code Section 409A shall be made or provided
in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (A) any reimbursement
is for expenses incurred during the period of time specified in the Agreement, (B) the amount of expenses eligible for reimbursement,
or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be
provided, in any other calendar year, (C) the reimbursement of an eligible expense will be made no later than the last day of the
calendar year following the year in which the expense is incurred, and (D) the right to reimbursement or in-kind benefits is not
subject to liquidation or exchange for another benefit.
c. Company
shall not make any deductions for money or property that Hernandez owes to Company or offset or otherwise reduce any sums that may be
due or become payable to or for the account of Hernandez, from amounts that constitute deferred compensation for purposes of Code Section 409A.
d. Hernandez’s
right to any deferred compensation, as defined under Code Section 409A, shall not be subject to borrowing, anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent necessary to avoid tax, penalties
and/or interest under Code Section 409A or otherwise.
e. Notwithstanding
any other provision of this Agreement, if any payment or benefit provided to Hernandez in connection with Hernandez’s Separation
from Service (as defined below) is determined to constitute “nonqualified deferred compensation” within the meaning of Code
Section 409A and Hernandez is determined to be a “specified employee” as defined in Code Section 409A(a)(2)(B)(i),
then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of Hernandez’s “separation
from service” (as defined in Code Section 409A) or, if earlier, on Hernandez’s death (the “Specified Employee
Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date
shall be paid to Hernandez in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without
delay in accordance with their original schedule. A “Separation from Service” of Hernandez means Hernandez’s separation
from service, as defined in Code Section 409A, with the Company and all other entities with which the Company would be considered
a single employer under Internal Revenue Code Section 414(b) or (c), applying the 80% threshold used in such Internal Revenue Code
Sections or any Treasury regulations promulgated thereunder. References under this Agreement to Hernandez’s termination of employment
or the termination of this Agreement shall be deemed to refer to the date upon which Hernandez has experienced a “separation from
service” within the meaning of Code Section 409A.
f. Notwithstanding
the foregoing, Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section
409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may
be incurred by Hernandez on account of non-compliance with Code Section 409A.
17. ENTIRE
AGREEMENT. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes
any and all prior agreements, understandings or arrangements between Hernandez and the Company.
[Signature page follows]
9
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
HERNANDEZ
/s/ Jacinto Hernandez
Jacinto Hernandez
THE COMPANY
CADIZ INC.
By:
/s/ Susan P. Kennedy
Susan P. Kennedy
Chief Executive Officer
By:
/s/ Winston Hickox
Name: Winston Hickox
Chair, Compensation Committee
10
SCHEDULE 1
PERMITTED ACTIVITIES
Approved Roles
· Board Member, Devon Energy Corporation (DVN)
· Financial Advisor, Good Neighbor Records
· Strategic Advisor, Altria Group, Inc. (MO)
· Principal, Cummings Consulting & Management
Any time that Hernandez is required to spend attending board meetings
in connection with his Approved Roles shall not be counted against Hernandez’s vacation entitlement under Section 5(d)(i) of this
Agreement.
11
EX-10.2 — SEPARATION AGREEMENT, DATED AS OF JULY 27, 2026, BY AND BETWEEN CADIZ INC. AND STANLEY E. SPEER
EX-10.2
Filename: ea029931001ex10-2.htm · Sequence: 3
Exhibit 10.2
EXECUTION VERSION
CADIZ INC.
SEPARATION AGREEMENT
This Separation Agreement
(this “Agreement”) is made by and between Cadiz Inc., a Delaware corporation (the “Company”), and
Stanley E. Speer (“you”). You and the Company are collectively referred to herein as the “Parties.”
BACKGROUND
WHEREAS, you have been
employed by the Company as Chief Financial Officer pursuant to that certain Employment Agreement dated May 21, 2020 (the “Employment
Agreement”); and
WHEREAS, the Parties
agree that your employment with the Company will terminate effective as of the later of (i) September 1, 2026, and (ii) the first day
after the Company files its Form 10-Q for the fiscal quarter ended June 30, 2026, with the U.S. Securities and Exchange Commission (such
date, the “Separation Date”), and you will continue to serve as Chief Financial Officer of the Company through the
Separation Date; and
WHEREAS, you and the
Company desire to memorialize the terms of your separation from employment with the Company, including certain severance benefits conditioned
upon your execution and non-revocation of a release of claims.
AGREEMENT
NOW, THEREFORE, for
good and valuable consideration as set forth herein, the receipt of which is acknowledged hereby, the Parties agree as follows:
1. Separation from Employment. Your employment with the Company will terminate effective as of the
Separation Date. Through the Separation Date, you will continue to serve as Chief Financial Officer of the Company and will perform your
duties in accordance with the Employment Agreement. As of the Separation Date, you will no longer hold any officer, director, manager
or other employment positions with the Company or any of its subsidiaries or affiliates, and you hereby resign from all such employment
positions effective as of the Separation Date. As of the Separation Date, you will no longer be entitled to any compensation, benefits,
or entitlements as an employee of the Company, except as expressly provided in this Agreement.
2. Advisory Services. Subject to the terms of this Section 2, commencing on the Separation Date and
continuing through December 31, 2026 (the “Advisory Period”), you agree to serve as an advisor to the Company and to
provide such transition and advisory services as the Company may reasonably request from time to time, including ad hoc services as needed,
in each case in a manner consistent with your knowledge of the Company’s business and operations. In consideration for such services,
the Company shall pay you a fee of $10,000 per month during the Advisory Period, payable on the first business day of each month (or such
other date as the Parties may agree). During the Advisory Period, you shall serve as an independent contractor and not as an employee
of the Company. The Company may terminate the Advisory Period, and its obligation to make further payments hereunder, at any time upon
written notice to you.
3. Severance Benefits. Subject to (i) your timely execution and delivery of the Release of Claims
attached hereto as Exhibit A (the “Release”) by the date specified therein and the Release becoming effective
and irrevocable as of the Separation Date, and (ii) your continued compliance with your obligations under the Employment Agreement and
this Agreement, the Company shall provide you with the following severance benefits:
(a) Treatment
of RSUs. All of your outstanding and unvested service-based restricted stock units (“RSUs”) granted under the Cadiz
Inc. 2019 Equity Incentive Plan (the “Plan”), representing 68,700 shares, shall become fully vested and non-forfeitable
as of the Separation Date.
(b) Treatment
of Milestone-Based RSUs. With respect to your outstanding and unvested milestone-based RSUs (“Milestone-Based RSUs”)
granted under the Plan and that remain subject to milestone-based vesting conditions as of the Separation Date (representing 235,000 shares
in the aggregate):
(i) 85,000 of such
Milestone-Based RSUs, representing the tranche conditioned upon the closing of LLC project financing for the Northern Pipeline, shall
remain outstanding following the Separation Date and shall vest if, and only if, such closing occurs during the Advisory Period; and
(ii) notwithstanding
the terms of the Plan or any RSU award agreement to the contrary, all remaining unvested Milestone-Based RSUs, representing 150,000 shares,
shall be forfeited and cancelled as of the Separation Date.
(c) Equity Award in Lieu of 2026
Bonus. In lieu of your forfeited 2026 annual bonus opportunity, the Company will grant you an RSU under the Plan representing 100,000
shares, which will be fully vested on the date of grant.
(d) COBRA Reimbursement.
If you timely and properly elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),
the Company shall reimburse you for the monthly COBRA premiums you pay for yourself and your eligible dependents for eighteen (18) months
following the Separation Date (the “COBRA Reimbursement Period”), provided that such reimbursement obligation shall
cease on the earlier of (i) the date you become eligible for substantially equivalent group health insurance coverage through a new employer
or otherwise and (ii) the date you cease to be eligible for COBRA coverage. You agree to promptly notify the Company if you become eligible
for such coverage during the COBRA Reimbursement Period. Any reimbursement under this Section 3(d) shall be paid on the Company’s
first regularly scheduled payroll date following your submission of documentation of the applicable COBRA premium payment, and in no event
later than the last day of the calendar year following the calendar year in which you incurred the expense. Notwithstanding the foregoing,
if the Company determines, in its sole discretion, that the COBRA reimbursement described in this Section 3(d) cannot be provided as described
above without potentially violating applicable law (including Section 2716 of the Public Health Service Act), the Company shall instead
provide you with a taxable monthly cash payment equal to the applicable COBRA premium for the remainder of the COBRA Reimbursement Period,
less applicable tax withholdings, payable on the last day of each calendar month during the COBRA Reimbursement Period.
(e) Sole Severance
Benefits. The payments and benefits described in this Section 3 constitute the sole severance benefits to which you are entitled in
connection with your separation from employment. For the avoidance of doubt, no severance or separation pay is due or payable to you under
the Employment Agreement or any other agreement or arrangement, and you expressly waive any right to any such payments.
-2-
4. Conflicts. You hereby represent and warrant to the Company that (i) your execution, delivery
and performance of this Agreement does not and will not conflict with, breach, violate or cause a default under any contract, agreement,
instrument, order, judgment or decree to which you are a party or by which you are bound and (ii) upon the execution and delivery
of this Agreement by the Parties, this Agreement will be the valid and binding obligation of you and enforceable in accordance with its
terms. You further agree that this Agreement is the product and result of negotiation and that the terms of this Agreement shall be given
their plain meaning and not be interpreted in a manner or construed against either Party on the ground that one of the Parties drafted
any provision of this Agreement.
5. Confidentiality and Proprietary Information. You expressly represent that you shall comply with
all confidentiality, proprietary information, intellectual property, copyright, and any other covenants to which you are bound under any
agreement with the Company, including under the confidentiality and trade secrets provisions set forth in Section 8 of the Employment
Agreement. Your obligations under Section 8 of the Employment Agreement (other than any non-solicitation provisions that were purported
to extend beyond your Separation Date) shall survive the Separation Date and shall remain in full force and effect. You agree that you
will not disclose, disseminate, or publicize, or will not cause to be disclosed, disseminated, or publicized, any of the financial terms
of this Agreement or the negotiations among the Parties concerning the financial terms or any proposed financial terms of the Agreement,
to any person, corporation, partnership, association, government agency, or other entity, other than your spouse, religious, medical,
or psychological counselors, legal counsel, and/or tax advisors, except (i) as may be required by law, (ii) to the extent necessary to
report income to appropriate taxing authorities, or (iii) in response to a request, order, or subpoena of a court or government agency
of competent jurisdiction. However, notice of receipt of such order or subpoena shall be promptly communicated to the Company in writing
so that the Company has an opportunity to intervene and assert what rights it has to nondisclosure prior to your response to such order
or subpoena. Nothing in this Section shall be construed so as to limit your right to communicate with the SEC or other government agencies.
6. Return of Property, Files, and Data. You represent and warrant that, as of the Separation Date,
you will return to the Company all property in your possession, custody or control belonging to the Company, including, but not limited
to, all equipment, phones, pass codes, keys, swipe cards, credit cards, files, data, documents or other materials, in whatever form or
format, that you received, prepared, helped prepare or are in your possession. You represent that you will not retain any copies, duplicates,
reproductions, computer disks, or excerpts thereof, whether in hard copy or electronic form, of the Company’s documents. You represent
and warrant that you have provided or will provide access, permissions, and administrative rights to the Company for all digital files
on all servers and devices that belong to the Company and/or that you have worked and/or assisted on during the term of your employment
with the Company.
7. No Knowledge of Misconduct. You represent that during the term of your employment with the Company,
you have at all times conducted yourself in a lawful manner and that you are unaware of any act or omission on your part or the part of
the Company that you have not previously disclosed that may constitute a violation of any law, regulation, or order, nor do you know of
any basis other than any previously disclosed on which any third party or governmental entity could assert such a claim. This expressly
includes any and all conduct that potentially could give rise to claims under the Sarbanes-Oxley Act of 2002. You further represent that
you have disclosed any misconduct of which you are aware, including potential violations of Company policies. You further affirm that
you have no information concerning any conduct involving the Company that involves any false claims to the United States.
8. Entire Agreement. This Agreement, together with the surviving provisions of the Employment Agreement
(including Section 8 thereof) and the Release attached hereto as Exhibit A, contains the entire agreement between the Parties with respect
to the subject matter hereof and supersedes and terminates any and all previous agreements between the Parties with respect to the subject
matter hereof, whether written or oral, including any severance or separation pay obligations under the Employment Agreement, except as
expressly provided in this Agreement.
-3-
9. Assignment. The rights and benefits of the Company under this Agreement shall be assignable to
any successor, related or affiliated entity. All rights and obligations under this Agreement shall inure to the benefit of and be binding
upon your successors but shall be personal and non-assignable by you.
10. Severability. If any provision of this Agreement or the Employment Agreement shall be held by a
court of competent jurisdiction to be illegal, void, or unenforceable, the parties agree that the court shall modify and reform such provision
to permit enforcement to the greatest extent permitted by law. The illegality or unenforceability of such provision shall have no effect
upon, and shall not impair the enforceability of, any other provision of this Agreement.
11. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior
written consent of the Company and you, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall
affect the validity, binding effect or enforceability of this Agreement.
12. Section 409A. This Agreement and the amounts payable and benefits provided hereunder are intended
to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”),
to the maximum extent permitted under Section 409A (including the short-term deferral exemption under Treasury Regulation Section 1.409A-1(b)(4)
and the separation pay exemption under Treasury Regulation Section 1.409A-1(b)(9)), and shall be interpreted, construed, and administered
consistent with such intent. To the extent any payment or benefit under this Agreement is or becomes subject to Section 409A (notwithstanding
the intent of the Parties), this Agreement shall be interpreted, operated, and administered in a manner that complies with Section 409A
so as to avoid the imposition of any additional tax, interest, or penalties thereunder, to the extent reasonably practicable. Each payment
or benefit under this Agreement shall be deemed to be a separate payment for purposes of Section 409A, and the right to a series of installment
payments shall be treated as a right to a series of separate payments. You acknowledge and agree that neither the Company nor any of its
affiliates, officers, directors, employees, or agents shall be responsible for, or have any obligation with respect to, any adverse tax
consequences to you under Section 409A or otherwise, and the Company makes no representation or warranty to you regarding the tax treatment
of any payment or benefit under this Agreement, whether under Section 409A or otherwise.
13. Counterparts. This Agreement may be executed in counterparts, each of which will constitute an
original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of this Agreement by
facsimile or electronic transmission shall be effective as delivery of a manually signed original.
14. Governing Law. This Agreement is to be governed by the laws of the State of California (without
regard to its choice-of-law provisions). Any action alleging a breach of this Agreement must be brought and venued in a court of competent
jurisdiction located in the County of Los Angeles, State of California, and the Parties submit to jurisdiction in such court.
15. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient,
if in writing, (a) personally delivered, (b) sent by an overnight courier or express mail delivery service or (c) sent by U.S. regular
mail, to the following address, or to such other address as a Party shall notify the other Party in the manner set forth herein:
If to you, to the latest address in the Company’s records.
If to the Company:
Cadiz Inc.
550 S. Hope Street, Suite 2850
Los Angeles, California
Attention: Chief Executive Officer
[Signature page to follow]
-4-
IN WITNESS WHEREOF, this Separation Agreement was
entered into by the Parties as of the dates set forth below.
/s/ Stanley E. Speer
July
27, 2026
Stanley E. Speer
Date
CADIZ INC.
/s/ Susan
Kennedy
July
27, 2026
Name:
Susan
Kennedy
Date
Title:
Chief
Executive Officer
EXHIBIT A
RELEASE OF CLAIMS
This Release of Claims (this
“Release”) is entered into by Stanley E. Speer (“you”) in favor of Cadiz Inc. (the “Company”),
in connection with the Separation Agreement between you and the Company dated as of July [●], 2026 (the “Agreement”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
In consideration of the severance
benefits set forth in Section 3 of the Agreement, including the acceleration of vesting of RSUs and Milestone-Based RSUs and COBRA reimbursement,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you agree as follows:
1. Release of Claims.
By signing this Release, you, on behalf of yourself, agents, heirs, executors, estate, administrators, beneficiaries, trustees, attorneys-in-fact,
successors, and assigns (collectively, the “Releasing Parties”) unconditionally, fully and forever release, relieve,
waive, relinquish and discharge, to the full extent allowed by applicable law, the Company, including on behalf of its current and former
parents, subsidiaries, predecessors, current affiliates, officers, directors, employees, board members, trustees, agents, attorneys, insurers,
successors and assigns (collectively, the “Released Parties”) from all actions, causes of action, suits, debts, dues,
liabilities, obligations, costs, expenses, sums of money, controversies, accounts, reckonings, liens, bonds, bills, specialties, covenants,
contracts, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands of any kind whatsoever,
at law or in equity, direct or indirect, known or unknown, suspected or unsuspected, discovered or undiscovered, which you or the Releasing
Parties had, now have, or may have against the Released Parties arising out of, by reason of, or relating in any way whatsoever to any
matter, cause or thing occurring prior to or at the time of the execution of this Release, including, but not limited to: (a) any claims
and causes of action arising out of or related to any express or implied employment contract, including the Employment Agreement; (b)
all claims and causes of action arising out of or related to the terms and conditions of your employment with the Company, the termination
of such employment, and/or any of the events relating directly or indirectly to or surrounding that termination; (c) all claims and causes
of action arising under any common law or federal, state, or local law, regulation, or ordinance, including, without limitation, Title
VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection
Act, the California Fair Employment and Housing Act, the California Labor Code, the California Family Rights Act, the Equal Pay Act, the
Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, the Civil Rights Act of 1991, the Family and
Medical Leave Act of 1993, the Americans with Disabilities Act of 1990, as amended, and any claims under any other federal, state, local
or common law whistleblower protection, discrimination, wrongful discharge, anti-harassment, or anti-retaliation statute or ordinance;
(d) any tort, contractual, or common law claims; (e) any claims for additional wages, compensation, overtime, severance pay, bonuses,
equity compensation (including any claims relating to RSUs, Milestone-Based RSUs, or other equity awards under the Plan), or other benefits
or entitlements as an employee of the Company; (f) any claims arising out of or related to any legal restrictions on the Company’s
right to terminate employees; and (g) claims for attorneys’ fees or costs.
2. Section 1542 Waiver.
You expressly acknowledge and agree that this Release includes a waiver and release of all claims which you have or may have as of the
date of this Release that are unknown, unanticipated, or unsuspected. In furtherance of this intent, and as a separately bargained-for
element of this Release, you expressly waive and relinquish any and all rights and benefits conferred upon you by the provisions of Section
1542 of the California Civil Code, which reads as follows:
“A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE
AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
You acknowledge that you have
been advised by legal counsel and are familiar with Section 1542 of the California Civil Code and any other statutes or rules of similar
effect in any other applicable jurisdiction, and you expressly waive and relinquish any rights or benefits available to you under such
statutes or rules.
3. Carve-Outs. Notwithstanding
the foregoing, you are not waiving any claims or rights: (a) that may arise after the date on which you sign this Release, including the
right to enforce the Agreement; (b) that cannot be released as a matter of law, including your rights to workers’ compensation and
unemployment insurance; (c) to accrued, vested benefits under any employee benefit, stock, savings, insurance, or pension plan of the
Company; or (d) to indemnification as provided by, and in accordance with the terms of, the Company’s certificate of incorporation,
bylaws, or any applicable indemnification agreement, nor any existing rights of defense and indemnity or liability insurance coverage.
Notwithstanding anything in this Release to the contrary, nothing in this Agreement prevents you from filing any non-legally waivable
claim (including a challenge to the validity of this Agreement), filing a charge with, communicating with, participating in or cooperating
with any investigation or proceeding conducted by, or providing information to, the Equal Employment Opportunity Commission, the Securities
and Exchange Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice,
or any other federal, state, or local government agency or commission (collectively, “Governmental Agencies”); provided,
however, that you understand and agree that, to the extent permitted by law, you are waiving any and all rights to recover any monetary
or personal relief from any Released Party as a result of any such proceeding or any subsequent legal action. Nothing herein waives your
right to receive an award for information provided to a Governmental Agency, including any monetary award or bounty from any governmental
or regulatory or law enforcement authority in connection with any protected whistleblower activity. Without limiting the foregoing, nothing
herein shall prohibit or restrict you from: (i) initiating communications directly with, cooperating with, providing information or making
statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Agency; (ii) responding
truthfully to any inquiry or legal process directed to you by any Governmental Agency; (iii) testifying, participating, or otherwise assisting
in any action or proceeding by any Governmental Agency; (iv) disclosing an act of sexual abuse, or facts related to an act of sexual abuse,
to any other person; or (v) making any disclosures protected under the whistleblower provisions of any applicable law. Nothing in this
Agreement requires you to obtain prior authorization before engaging in any conduct described in this Section 3 or to notify any
Released Party that you have engaged in any such conduct.
4. Representations.
You hereby represent and warrant that: (a) you have not filed, caused or permitted to be filed any pending judicial or administrative
complaint or proceeding against any Released Party, nor have you agreed to do any of the foregoing; (b) you have received all compensation
and other amounts to which you are entitled under the Agreement through the date of this Release, except for the severance benefits set
forth in Section 3 of the Agreement; and (c) neither you nor any other Releasing Party has assigned, transferred, or otherwise disposed
of or conveyed to any third party any right or claim against any Released Party. You acknowledge that you may be entitled to certain payments
and benefits under Section 6 of the Employment Agreement in connection with a termination without Cause. In consideration of the benefits
provided under this Agreement, you knowingly and voluntarily waive any right to receive such payments and benefits, and agree that the
benefits provided under Section 3 of the Agreement are in lieu of any severance, salary continuation, benefits continuation, or other
separation benefits otherwise payable under the Employment Agreement.
5. Knowing and Voluntary
Release of Claims under the Age Discrimination in Employment Act. You acknowledge that by executing and not revoking this Release,
you, on behalf of yourself and the Releasing Parties, irrevocably and unconditionally fully and forever waive, release, and discharge
the Released Parties from any and all claims, whether known or unknown, from the beginning of time through the date of your execution
of this Release, arising under the Age Discrimination in Employment Act, as amended, and its implementing regulations (“ADEA”).
You specifically agree and acknowledge:
(a) you have read this Release
in its entirety and understand all of its terms;
(b) by this Release, you have
been advised to consult with an attorney before executing this Release, and have had the opportunity to consult with such counsel as you
believed was necessary before signing;
(c) you knowingly, freely,
and voluntarily assent to all of this Release’s terms and conditions, including, without limitation, the waiver, release, and covenants
contained in it;
(d) you are signing this Release
in exchange for the severance benefits set forth in Section 3 of the Agreement and other good and valuable consideration in addition to
anything of value to which you are otherwise entitled;
(e) you were given at least
twenty-one (21) days to consider the terms of this Release and consult with an attorney of your choice, although you may sign it sooner
if desired, and changes to this Release, whether material or immaterial, do not restart the running of the 21-day period;
(f) you understand that you
have seven (7) days after signing this Release to revoke it by delivering written notice of revocation to the Company before the end of
this seven-day period, and that this Release shall not become effective or enforceable, and the severance benefits set forth in Section
3 of the Agreement shall not be provided, until the revocation period has expired without revocation (the “Release Effective
Date”);
(g) you are not waiving or
releasing rights or claims that may arise after you sign this Release; and
(h) you understand that the
waiver and release in this Release is being requested in connection with your separation from employment with the Company under the Agreement.
You further acknowledge that
this Release shall become null and void if not executed by you and returned to and received by the Company on the date that is twenty-one
(21) days after the Release is presented to you. For the avoidance of doubt, you are prohibited from signing this Release after that date.
6. Governing Law. This
Release shall be governed by the laws of the State of California (without regard to its choice-of-law provisions).
IN WITNESS WHEREOF, you have executed this Release
as of the date set forth below.
Stanley E. Speer
Date
EX-99.1 — PRESS RELEASE
EX-99.1
Filename: ea029931001ex99-1.htm · Sequence: 4
Exhibit 99.1
FOR IMMEDIATE RELEASE
July 27, 2026
Cadiz Inc. Announces
CFO Succession
Jacinto J. Hernandez named executive vice
president of finance and chief financial officer; Stanley E. Speer to retire in September 2026.
LOS ANGELES, Calif. — Cadiz, Inc. (NASDAQ: CDZI, CDZIP)
(“Cadiz” or the “Company”) today announced that Jacinto J. Hernandez has been named the Company’s next Chief Financial
Officer, effective September 1, 2026. Hernandez succeeds Stanley E. Speer, who will retire after 17 years with the Company and continue
in an advisory role through December 31, 2026, to facilitate the transition. As part of the planned leadership transition, the Company’s
Controller, Teffiny Bagnara, has been promoted to Vice President.
“We’re excited to have Jacinto join Cadiz as the Company enters
its next phase of growth,” said Susan Kennedy, Chief Executive Officer of Cadiz. “Jacinto brings vast and unique capital markets
expertise to Cadiz. Over his 26 years career, he has helped fund large infrastructure projects, seeded growth companies, and worked
closely with boards and management teams to hone and distill strategy, evaluate mergers and acquisitions, and create long-term value for
shareholders. He understands how to navigate periods of transformational growth to maximize returns. We are excited to welcome him
to Cadiz.”
Kennedy continued, “Stan Speer has been an exceptional partner
over the past decade. His financial leadership helped transform Cadiz from a development-stage company into one that is now entering construction
and commercial execution. We are deeply grateful for his commitment to the Company and our shareholders and look forward to working together
throughout this transition.”
“Over the past several weeks, I’ve had the opportunity to get
to know the Cadiz team and deeply diligence the groundbreaking Mojave Groundwater Bank,” said Hernandez. “Cadiz is solving the
Southwest’s most intractable and urgent problem with a portfolio of innovative solutions. Its signature asset- the Cadiz Ranch-
simply could not be replicated today. Cadiz has spent decades responsibly planning and permitting this project and I am excited to
help commercialize the Mojave Groundwater Bank at a time when communities throughout the Colorado River Basin are experiencing dramatic
reductions in their traditional water supplies, driving unprecedented demand for new water solutions.”
“Cadiz is in the right place at the right time with a broad array
of solutions for supply, storage, and transport of water at a fraction of the cost of potential alternatives,” Hernandez continued. “Most
importantly, the project has been thoughtfully developed with conservation at its core- preserving this precious resource for use by many
generations. The Company also has additional growth opportunities in advanced water treatment, making Cadiz a unique platform for investors
to get exposure to the growing end market for water solutions.”
Mr. Hernandez is the founder and principal of Cummings Consulting &
Management, where he advises corporations and boards on capital allocation, mergers and acquisitions, and capital markets strategy. Previously,
he spent 22 years with Capital Group and its subsidiary, Capital World Investors, where he served as a Partner and Investment Analyst
evaluating and investing in companies across a broad range of industries and market capitalizations. During his tenure, he helped lead
the research portfolio for one of the world’s largest growth mutual funds, held several leadership and operational roles, and built a
successful investment track record across equities, convertible securities and high-yield debt. Throughout his career, he worked closely
with management teams and boards on corporate strategy, capital allocation and long-term value creation.
Mr. Hernandez has also served on the boards of Pioneer Natural Resources
Company (NYSE: PXD), Altria Group, Inc. (NYSE: MO), Aris Water Solutions, Inc. (NYSE: ARIS), Coterra Energy Inc. (NYSE: CTRA), and Devon
Energy Corporation (NYSE: DVN). His board service has included audit, governance, nominating and ESG committees, with responsibility for
overseeing corporate strategy, capital allocation, executive leadership and governance.
Mr. Hernandez earned a Bachelor of Science in Economics from Stanford
University, with a minor in Political Science.
In connection with his employment, and subject to approval by the compensation
committee of the Company’s board of directors and execution of an award agreement approved by the compensation committee, Mr. Hernandez
will be granted 800,000 restricted stock units (“RSUs”) and 800,000 performance stock units (“PSUs”), which awards
will be granted as inducement awards outside of the Company’s 2019 Equity Incentive Plan in accordance with, and pursuant to, Nasdaq
Listing Rule 5635(c)(4). Of the RSUs, 200,000 will be fully vested upon grant, and the remaining 600,000 will vest in twelve approximately
equal quarterly installments over three years, subject to Mr. Hernandez’s continued employment. The PSUs will vest in four tranches
of 200,000 units each upon the Company’s common stock achieving certain price hurdles, subject to Mr. Hernandez’s continued
employment, with any tranche whose price hurdle is not achieved within five years of grant to be forfeited. Additional details regarding
the terms of the RSUs and PSUs granted to Mr. Hernandez are included in the current report on Form 8-K filed by the Company on July 27,
2026.
About Cadiz, Inc.
Cadiz, Inc. (NASDAQ: CDZI) is a water solutions and natural resources
company developing long-term water supply, storage, conveyance and treatment solutions for communities, businesses, farmers and public
agencies across the Southwest. Founded in 1983, Cadiz owns approximately 45,000 acres of land and 220 miles of pipeline assets in California’s
Mojave Desert. Its assets include Cadiz Ranch, the largest agricultural operation in San Bernardino County; the Mojave Groundwater Bank,
one of the largest new water supply and groundwater storage projects in the Lower Colorado River Basin; and ATEC Water Systems, which
provides specialized groundwater treatment technology throughout the western United States. Visit the Company’s website at www.cadizinc.com
Contact:
Cadiz, Inc.
Courtney Degener
cdegener@cadizinc.com
cdzi@mzgroup.com
213-271-1600
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the
use of words such as “expect,” “plan,” “intend,” “projected,” “believe,” “anticipated,”
“target,” “will,” “may,” “could,” “should,” “would,” and variations
of such words and similar expressions.
Forward-looking statements in this press release include, without limitation,
statements relating to the expected timing and effectiveness of the Company’s leadership transition, Mr. Hernandez’s anticipated
contributions as Chief Financial Officer, the Company’s growth prospects and strategic plans, and the demand for water supply, storage
and treatment solutions in the Southwest. These forward-looking statements are based on current expectations, estimates, projections and
assumptions that involve significant risks and uncertainties that could cause actual results or outcomes to differ materially from those
expressed in, or implied by, the forward-looking statements. Such statements involve known and unknown risks and uncertainties that may
cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements.
Additional information regarding factors that may affect the Company’s
forward-looking statements can be found in the Company’s filings with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent filings under the Securities Act and Exchange Act. The
Company undertakes no obligation to publicly update or revise any forward-looking statement, whether written or oral, that may be made
from time to time, whether as a result of new information, future developments or otherwise, except as required by law.
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