SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT
This Second
Amendment to Employment Agreement (“Second Amendment”)
is entered into as of July 1, 2009, and amends the Employment
Agreement dated as of June 30, 2006, by and between Daniel
Parke (the “Executive”) and Parke Acquisition, LLC, a
California limited liability company (the “Company”),
as amended by the Amendment to Employment dated as of
October 1, 2007 (collectively, the “Original
Agreement” and together with the Second Amendment, the
“Agreement”).
A. The
Company is a wholly owned subsidiary of Lime Energy Co. (formerly
known as Electric City Co.) (“Lime”).
B. As of
June 2006, Executive was appointed President of Lime. Lime is
headquartered in Elk Grove Village, Illinois. Executive serves as a
director of Lime and from time to time attends meetings at
Lime’s executive offices or other locations for director and
senior management meetings.
C. As of
July 1, 2009, Lime increased the annual salary of Executive to
$275,000 per year.
D. The
Company, Lime and Executive desire to amend the Agreement to
conform its terms to those contained in each of the employment
agreements of Lime’s Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer.
E. All
capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.
NOW,
THEREFORE , in consideration of the premises set forth above,
the parties to the Second Amendment hereby agree to the following
amendments to the Agreement:
1. Section 10
of the Original Agreement is hereby deleted in its entirety and
replaced as follows:
“10.
Covenants of Executive.
10.1
Inventions and Secrecy . Except as otherwise provided in
this Section 10.1, Executive (i) shall hold in a fiduciary
capacity for the benefit of Lime and its subsidiaries, all secret
and confidential information, knowledge, or data of Lime and its
subsidiaries obtained by Executive during his employment by Lime,
which is not generally know to the public or recognized as standard
industry practice (whether or not developed by Executive) and shall
not, during his employment by Lime and following the termination of
such employment for any reason, communicate or divulge any such
information, knowledge or data to any person or entity other than
Lime, its subsidiaries or persons or entities designated by Lime;
(ii) shall promptly disclose to Lime all inventions, ideas,
devices and processes made or conceived by him, alone or jointly
with others, from the time of entering Lime’s employ and
until such employment is terminated and for a one
(1) year
period following such termination, which pertain, whether directly
or indirectly, to the business of Lime or its subsidiaries or
resulting from or suggested by any work which he may have done for
or at the request of Lime or its subsidiaries; (iii) shall at
all times during his employment with Lime, assist Lime and its
subsidiaries in every proper way (at the expense of Lime) to obtain
and develop for the benefit of Lime patents on such inventions,
ideas, devices and processes; and (iv) shall do all such acts
and execute, acknowledge and deliver all such instruments as may be
necessary or desirable to vest in Lime the entire interest in such
inventions, ideas, devices and processes referred to in this
Section 10.1.
10.2
Competition Following Termination . Within the two
(2) year period following termination, for any reason, of
Executive’s employment with the Company or Lime, Executive
shall not, without the prior written consent of Lime, which consent
may be withheld at the sole discretion of Lime, (i) engage
directly or indirectly, whether as an officer, director,
stockholder (of 5% or more of such entity), partner, majority
owner, managerial employee, creditor, or otherwise, in the
operation, management or conduct of any business that competes with
the businesses of Lime or its subsidiaries being conducted at the
time of such termination; (ii) solicit, contact, interfere
with, or divert any customer served by Lime or its subsidiaries, or
any prospective customer identified by or on behalf of Lime or its
subsidiaries as of the date of Executive’s termination to
divert business from or compete with Lime; or (iii) solicit
any person employed by Lime or any of its subsidiaries at the time
of such termination to leave such employment. Notwithstanding the
foregoing, a response by a Lime employee (or an employee of a
subsidiary of Lime) to a non-directed general solicitation shall
not be deemed a violation of clause (iii) in this
Section 10.2.
10.3
Acknowledgement . Executive acknowledges that the
restrictions set forth in this Section 10 are reasonable in
scope and essential to the preservation of the businesses and
proprietary properties of Lime and its subsidiaries at the time of
such termination and that the enforcement thereof will not in any
manner preclude Executive, in the event of termination of his
employment with Lime, from becoming gainfully employed to provide a
reasonable standard of living for himself, the members of his
family and those dependent upon him.
10.4
Severability/Covenants . The covenants of Executive
contained in this Section 10 shall each be construed as any
agreement independent of any other provision in this Agreement and
the existence of any claim or cause of action of Execut
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