EXHIBIT 10.2
Consulting
Agreement
THIS CONSULTING AGREEMENT (this
“Agreement”) is entered into by and between Robert M.
Chiste, an individual (“Executive”), and Comverge,
Inc., a Delaware corporation (the “Company”). This
Agreement memorializes the agreement between the parties regarding
a consulting relationship that commenced on June 19, 2009. This
Agreement becomes effective as of the same day Executive’s
Retirement Agreement becomes effective.
The Parties agree that for a period
of 12 months following Executive’s Date of Termination, which
is June 19, 2009, (“Consulting Term”), Executive shall
provide the Services (as defined herein).
Executive agrees to provide
consulting services on the terms and conditions contained in this
Agreement. At the request of the Company’s Board of Directors
(the “Board”), Executive shall assist the Board in the
transition to a new Chief Executive Officer; shall be available to
the Board to perform services of an advisory nature relating to the
Company’s business and strategic plans; and shall refer any
inquiries related to the Company or its business to the Board
(collectively, the “Services”). The parties agree that
under no circumstances may the Services occupy more than eight
hours of Executive’s time in any given week during the
Consulting Term. The parties acknowledge and agree that the level
of services that may be required of Executive pursuant to this
Agreement shall be less than 20% of the average level of bona fide
services performed by Executive for the Company over the 36-month
period immediately preceding June 19, 2009.
Executive shall not speak with the
press, investors, analysts, customers, Company employees, Company
officers or any other third party on behalf of the Company unless
specifically directed by the Board.
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3.
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Independent Contractor .
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Executive is an independent
contractor with respect to his performance of all of the Services
under this Agreement. The Company shall not direct or exercise
control over the manner or means by which the Services are
provided. While on the Company’s premises, Executive shall
comply with the Company’s rules and policies. Executive may
determine his own work hours, and may accept other business
engagements, as long as his schedule permits the satisfactory
performance of the Services. Executive is not
