COMVERGE, INC. EXECUTIVE EMPLOYMENT AGREEMENT

COMVERGE, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of February 18, 2008 (the "Agreement Date"), by and between Robert M. Chiste, an individual ("Executive"), and Comverge, Inc., a Delaware corporation (the "Company").

WHEREAS, the Company desires to employ Executive to provide personal services to the Company and wishes to provide Executive with certain compensation and benefits in return for such services; and

WHEREAS, Executive and the Company have entered into an employment agreement dated September 1, 2001 and amended by a First Amendment dated October 11, 2007 (together, the "Prior Agreement") and now wish to amend and restate the Prior Agreement as provided herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Executive and the Company hereby agree as follows:

SECTION 1. EMPLOYMENT BY THE COMPANY.

1.1 Position and Duties . Effective as of the Agreement Date, Executive shall serve in the positions of Chairman of the Board of Directors of the Company ("Board") and as the Chief Executive Officer and President of the Company with such powers, duties, and responsibilities as are assigned to Executive by the Board and which are consistent with Executive's positions. Executive will devote his best efforts, business time, and attention exclusively (except for vacation periods and periods of illness or other incapacities) to the business of the Company, and shall faithfully and efficiently discharge all duties and responsibilities assigned to him hereunder. Effective with Executive's termination of employment with the Company, Executive shall cease to be an officer of the Company. During the term of this Agreement, the Company shall use its best efforts to cause Executive to be the Chairman of the Board. However, notwithstanding the foregoing, if during the term of this Agreement Executive should not be re-elected to the Board or as Chairman, the failure of Executive to continue to be the Chairman of the Board shall not constitute a breach of this Agreement by either party. Upon his termination of employment, Executive may continue as a member of the Board for the remainder of his then Board term, in his discretion.

1.2 Location . Executive's primary office location shall be in Houston, Texas. From time to time, however, Executive's duties may require him to travel and to work at other locations.

1.3 Term . The term of Executive's employment hereunder shall commence as of the Agreement Date and shall continue through December 31, 2012, unless earlier terminated pursuant to the provisions of this Agreement.

SECTION 2.COMPENSATION AND BENEFITS.

2.1 Compensation . During the term of this Agreement, Executive shall be paid an annual base salary, annual retention bonuses and shall be eligible to receive incentive compensation, all as described in Exhibit A attached hereto, which is made a part of this Agreement for all purposes. All incentive compensation payable pursuant to any plan or program described in Exhibit A shall be governed by and subject to the applicable plan or program documents, which may from time to time be amended, modified or terminated on such terms and in such manner as is permitted in respect of the applicable plan or program.

2.2 Company Benefits . Subject to the satisfaction of the general rules for eligibility and participation under the Company's standard employee benefit plans and practices, Executive shall be allowed to participate in the Company's standard employee benefit plans and practices that may be in effect from time to time during the term of Executive's employment and are provided by the Company to its employees generally. Such participation shall be governed by the applicable plan documents, and the Company reserves the right, in its discretion, to amend, modify, or discontinue any benefit plan or practice. In addition, Executive shall receive such perquisites as the Company may, from time to time, provide to other senior executives of the Company.

2.3 Additional Benefits .

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       2. The Company shall pay the cost for the preparation of Executive's personal federal and state income tax returns for each calendar year during Executive's employment by the Company. Such returns shall be prepared by the tax preparation firm selected by Executive and accepted by the Company, which will not unreasonably withhold such acceptance.

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       4. During Executive's employment by the Company, the Company shall pay the direct cost (but not travel or other ancillary expenses) for an annual physical examination of Executive to be conducted by a doctor of medicine or clinic of Executive's choosing.

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       6. The Company shall reimburse Executive up to $1,000 per month (minus applicable taxes and withholdings) for the purchase by Executive or his wife of airline tickets for travel between Texas and New Jersey/New York City during the Executive's employment by the Company.

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       8. The Company shall pay or reimburse Executive up to an aggregate of $50,000 of out-of-pocket relocation expenses (including, but not limited to, closing costs and broker commissions on Executive's old residence that was sold and on Executive's new residence purchased, moving costs and travel expenses from Executive's place of residence to his new place of residence) incurred or paid by Executive in connection with the relocation of Executive and his spouse to any place within 50 miles of Florham Park, New Jersey, during Executive's employment by the Company hereunder.

       9. 2.4 Reimbursements . Any reimbursements of any costs or expenses by the Company to Executive under this Agreement shall be made as is customary for expense reimbursement by the Company but in no event later than January 31 of the year after the calendar year in which such expenses are incurred. The expenses incurred by Executive in any calendar year shall not affect the expenses incurred by Executive in any other calendar year that are eligible for reimbursement under this Agreement and Executive's right to receive any reimbursement under this Agreement shall not be subject to liquidation or exchange for any other benefit.

          SECTION 3. ASSIGNMENT OF INTELLECTUAL PROPERTY.

          3.1 Assignment of Intellectual Property . All processes, products, methods, improvements, discoveries, inventions, ideas, creations, trade secrets, know-how, machines, programs, designs, routines, subroutines, techniques, ideas for formulae, writings, books and other works of authorship, business concepts, plans, projections and other similar items, as well as all business opportunities discovered, conceived, designed, devised, developed, perfected or made by Executive, whether alone or in conjunction with others, and related in any manner to the actual or anticipated business of the Company or to actual or anticipated areas of research and development of the Company (all of the foregoing collectively, the "Intellectual Property"), shall be promptly disclosed to and are the property of the Company, and Executive hereby assigns, transfers and conveys all of the Intellectual Property and all of Executive's rights therein to the Company. The term "Intellectual Property" shall be given the broadest interpretation possible and shall include any Intellectual Property conceived, designed, devised, developed, perfected or made by Executive during off-duty hours and away from the Company's premises, as well as those conceived, designed, devised, developed, perfected or made in the regular course of Executive's performance under this Agreement.

          3.2 Post-Employment Scope . All Intellectual Property discovered, conceived designed, devised, developed, perfected or made by Executive following the termination of this Agreement shall be Intellectual Property covered by the scope of Section 3.1 if it was conceived, in whole or in part, while this Agreement remains in effect. All Intellectual Property conceived, designed, devised, developed, perfected or made by Executive within twelve (12) months after termination of this Agreement shall be disclosed to the Company, and shall be presumed to have been conceived, designed, devised, developed, perfected or made by Executive during the Term, and Executive shall have the burden of proving otherwise by clear and convincing evidence in order to successfully rebut such presumption.

          3.3 Written Assignments . Executive shall execute and deliver, both during the Term and thereafter, to and in favor of the Company such assignments (including patent and copyright assignments), documents, instruments and applications (including patent or copyright applications) as the Company may deem appropriate or necessary to claim, secure, acquire, perfect, defend, enforce and/or assign any and all rights and privileges in and to or arising from the Intellectual Property. Executive shall also, both during the Term and thereafter, cooperate with the Company, and to render such assistance as the Company may reasonably require, in connection with any process (whether administrative, judicial or otherwise) associated with the Company's efforts to claim, secure, protect, perfect, defend, assign and/or enforce such rights and privileges in favor of the Company and its successors, licensees and assigns. Executive shall also, both during the Term and thereafter, promptly disclose to the Company fully and in writing any Intellectual Property that Executive may conceive, make, or develop, in whole or in part, by himself or jointly with others, (a) whether or not it is conceived, made, developed or worked on by Executive during his Term with the Company; (b) whether or not the Intellectual Property was created at the suggestion of the Company; (c) whether or not the Intellectual Property was reduced to drawings, written description, documentation, models or other tangible form; and (d) whether or not the Intellectual Property is related to the business of the Company.

          3.4 Work Made for Hire. Executive acknowledges and agrees that any work of authorship comprising Intellectual Property shall be deemed to be a "Work Made for Hire," to the extent permitted by the United States Copyright Act (17 U.S.C. Section 101 (2000)). To the extent that any such work of authorship may not be deemed to be a Work Made for Hire, Executive hereby irrevocably assigns all ownership rights in and to such work to the Company. If any such work of authorship cannot be assigned, Executive hereby grants to the Company an exclusive, assignable, irrevocable, perpetual, worldwide, sub-licensable (through one or multiple tiers), royalty-free, unlimited license to use, copy, reproduce, distribute, modify, adapt, alter, translate, improve, create derivative works of, practice, publicly perform, publicly display and digitally perform and display such work in any media now known or hereafter known. Outside the scope of his employment, Executive agrees not to (a) practice, display, copy, reproduce, distribute, transfer, modify, adapt, alter, translate, improve, or create derivative works from, or otherwise use, any such work of authorship or (b) incorporate any such work of authorship into any product or invention unrelated to the Company's business. To the extent moral rights may not be assignable under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Executive hereby irrevocably waives such moral rights and consents to any action of the Company that would violate such moral rights in the absence of such consent.

          3.5 No License Granted. Executive acknowledges and agrees that nothing in this Agreement shall be deemed to grant, by implication, estoppel, certain rules of construction, or otherwise, (a) a license from the Company to Executive to make, develop, use, license, disclose, or transfer in any way a Intellectual Property or (b) a license from the Company to Executive regarding any of the Company's existing or future ownership rights.

          SECTION 4. CONFIDENTIALITY.

          4.1 Confidentiality Obligation . Executive acknowledges and the Company agrees to provide to Executive access to new Confidential Information (as defined below) as a result of his employment with the Company to which he did not have access prior to signing this Agreement, the sufficiency and receipt of which is hereby acknowledged, and that such information constitutes valuable, special and unique property of the Company. Without limiting the generality of the foregoing, Executive expressly confirms that, in the course of performing his services pursuant to this Agreement, he will obtain confidential and proprietary information regarding the Company including, without limitation information regarding the Company's operations, customers, suppliers and other matters. Accordingly, at all times while employed by the Company, and continuing in perpetuity following the termination of his employment with the Company for whatever reason, Executive shall neither use nor disclose, nor permit any person or entity within his reasonable control to use or disclose, any Confidential Information, and shall maintain and protect the secrecy of the Confidential Information, except to the extent required in the ordinary course of Executive's employment with the Company, and then only subject to the direction and control of the Company. Additionally, Executive shall cause all persons and entities within his reasonable control to use their respective best efforts, to maintain and protect the secrecy of the Confidential Information.

          4.2 Definition of Confidential Information . As used in this Agreement the term "Confidential Information" means any knowledge, information or property relating to, or used or possessed by, the Company, and includes, without limitation, the following: trade secrets, patents, copyrights, software (including, without limitation, all programs, specifications, applications, routines, subroutines, techniques, code and ideas for formulae); ideas, information, concepts, data, drawings, designs and documents; names of clients, customers, employees, agents, contractors and suppliers; business plans, marketing plans and marketing information; financial information and other business records; and all copies of any of the foregoing. Executive agrees that all such information possessed by him, or disclosed to him, or to which he obtains access during his employment with the Company is Confidential Information under the terms of this Agreement, and Executive shall have the burden of proving otherwise by clear and convincing evidence.

          4.3 Return of Confidential Information . Executive agrees that he shall immediately, upon the request of the Company, return to the Company all Confidential Information and any other tangible material containing, prepared on the basis of, or reflecting any Confidential Information (whether prepared by the Company, Executive or otherwise) and shall not retain any copies, extracts or other reproductions, in whole or in part, of such Confidential Information.

          4.4 Return of Company Property . All products, records, designs, patents, trademarks, copyrights, plans, manuals, memoranda, lists and other documents or other property of the Company or any of its affiliates in the possession or control of Executive and all records compiled by the Executive which pertain to the business of the Company or its affiliates, shall be and remain the property of the Company and shall be subject at all times to its discretion and control. Likewise, all correspondence with customers or affiliates of the Company, all reports, records, charts, and advertising materials and any data pertaining to the Company, its affiliates or the business of the Company or its affiliates that are held by or on behalf of Executive shall be delivered promptly to the Company without request on the date Executive's employment with the Company terminates or at any other time promptly upon request by the Company.

          4.5 Nature of Obligation . The obligations of Executive set forth in this Section 4 are in addition to, and not in lieu of, any of Executive's duties or the Company's rights and remedies, at law or in equity, with respect to the Company's proprietary information and property. The Company may pursue all such rights and remedies, as well as remedies for the breach of the provisions set forth herein. Also, the Confidential Information and other property referenced in this Section 4 constitute valuable property of the Company, the ownership of which is not dependent upon the performance by the Company of any of its obligations under this Agreement or the performance of any legal, statutory or other duty, if any, to Executive. Accordingly, Executive shall perform its obligations under this Section 4 regardless of any alleged or actual breach or failure to perform by the Company.

          SECTION 5. NONCOMPETITION AGREEMENT.

          In consideration of the Company's promise to provide to Executive access to new Confidential Information to which he did not have access prior to signing this Agreement and the compensation paid or payable to Executive by the Company pursuant to this Agreement (including, but not limited to, Section 2 hereof), Executive hereby agrees as follows:

          5.1 Noncompetition . During the term of this Agreement and for a period of thirty (30) months following the termination of Executive's employment, Executive shall not, directly or indirectly, for himself or on behalf of, or in conjunction with any other person, persons, company, partnership, limited liability company, corporation or other business entity or venture of whatever nature: (i) call upon any customer of the Company, past (within the one year period preceding the termination if this Agreement) or present, including but not limited to, any customers obtained for the Company by Executive, for the purposes of (A) soliciting or selling any products or services in competition with any products or services offered by the Company or (B) persuading, inducing or soliciting any such customer to discontinue conducting business with the Company or purchasing any of its products or services; (ii) call upon any employee, consultant or agent of the Company for the purpose or with the intent of persuading or enticing any such employee, consultant or agent away from or out of the employ of or engagement by the Company; or (iii) establish, enter into, be employed by or for, advise, consult with or become an owner in or a part of, any company, partnership, limited liability company, corporation or other business entity or venture of whatever nature or in any way engage for himself or for others, in any business that sells products or services that compete with the products or services offered by the Company including but not limited to the business of providing alternative energy, energy load control or demand response products and services, energy capacity, energy efficiency, or advanced metering solutions, which Executive acknowledges and agrees is the business in which the Company is engaged, including but not limited to within the United States of America. The Company may, in its discretion, by advance written consent permit Executive to take specified actions that, absent such consent, would constitute a violation of this Section 5; but the Company is under no obligation to grant any such written consent or permit any such actions. The covenants in this paragraph are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed.

          5.2 Enforcement . Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused by the Company for which it would have no other adequate remedy, Executive agrees that foregoing covenant may be enforced by the Company, in the event of breach by him, by injunctions and restraining orders. Executive further agrees to waive any requirement for the Company's securing or posting of any bond in connection with such remedies. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not preclude the Company's enforcement of these covenants.

          5.3 Reasonable Covenants . Executive acknowledges and agrees that the covenants set forth in this Section 5 are necessary and reasonable to protect the Company and the conduct of its business and are a fair and reasonable restraint on Executive in light of the activities and business of the Company on the date of execution of this Agreement and the future plans of the Company; and that such covenants also be construed and enforced in light of the activities and business of the Company (including business activities in the planning stage) on the date of termination of Executive's employment with the Company

          5.4 Survival . The provisions of this Section 5 shall survive any termination of this Agreement and are subject to Section 7 of this Agreement.

          SECTION 6. TERMINATION OF EMPLOYMENT.

          6.1 Certain Definitions . As used herein, the following terms shall have the following definitions:

           

       1. Board Change. "Board Change" means any change in directors after giving effect to any of the transactions described below in the definition of Change of Control as a result of which the individuals serving on the Board prior to such transaction no longer comprise at least a majority of the directors on the Board immediately after giving effect to such transaction.

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       3. Cause . "Cause" shall mean a termination of Executive by the Company due to (i) Executive's material breach of any material provision of this Agreement; (ii) Executive's material breach of any material written Company policy contained in the Company's manual of policies and procedures; (iii) Executive's material non-compliance with any lawful direction given by the Board; (iv) Executive's Disability; (v) Executive's fraud with respect of the business or affairs of the Company; (vi) the conviction of Executive, or his entering of a plea of nolo contendere with regard to, a felony or a crime involving moral turpitude; or (vii) alcohol abuse or illegal drug use by Executive, provided, however , that in the event of Executive's breach as set forth in sub-clauses (i), (ii) or (iii) hereof, no Cause for termination shall be deemed to exist for any such breach which is curable and which is in fact cured by Executive within 30 days after written notice of such termination has been delivered to Executive; and in the event of Executive's breach as set forth in clause (vii) above, no Cause for termination shall be deemed to