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Amendment No. 2 To The First Amended And Restated Employment And Non-competition Agreement

NonCompetition Agreement

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 This NonCompetition Agreement involves

POWERSECURE INTERNATIONAL, INC. | PowerSecure International, Inc

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Title: AMENDMENT NO. 2 TO THE FIRST AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT
Governing Law: Delaware     Date: 5/6/2016
Industry: Oil Well Services and Equipment     Sector: Energy

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Exhibit 10.5

AMENDMENT NO. 2 TO THE

FIRST AMENDED AND RESTATED

EMPLOYMENT AND NON-COMPETITION AGREEMENT

This Amendment No. 2 to the First Amended and Restated Employment and Non-Competition Agreement (this “ Amendment ”) is made and entered into effective as of March 28, 2016 (the “ Effective Date ”), by and between PowerSecure International, Inc., a Delaware corporation (the “ Company ”), and Christopher T. Hutter, an individual who resides in Wake Forest, North Carolina (“ Officer ”).

Recitals

WHEREAS, Officer has been engaged as an employee and as the Chief Financial Officer of the Company;

WHEREAS, the Company and Officer entered into a First Amended and Restated Employment and Non-Competition Agreement on December 31, 2008 (as amended and restated from time to time, the “ Employment Agreement ”), setting forth the terms and conditions of Officer’s employment with the Company; and

WHEREAS, the Company and Officer desire to amend certain terms and conditions of the Employment Agreement as set forth herein;

Agreement

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Officer, intending to be legally bound hereby, agree as follows:

Section 1. Definitions . Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to them in the Employment Agreement.

Section 2. Amendments to Employment Agreement . Notwithstanding anything to the contrary contained in the Employment Agreement, in the event that the Severance Amount becomes payable pursuant to Section 5(f)(i) of the Employment Agreement, (a) the Severance Amount shall be payable in approximately equal installments in accordance with the Company’s customary payroll practices over the 24 months following the termination of Officer’s employment, and (b) the Separation Bonus shall be payable in approximately equal installments in accordance with the Company’s customary payroll practices over the period commencing upon the termination of Officer’s employment and continuing through March 14 of the calendar year following such termination of employment, subject, in the case of each of clauses (a) and (b), to any required delay pursuant to Section 12(q) of the Employment Agreement.

Section 3. Effectiveness of Amendment . This Amendment shall be effective as of the Effective Date. As of and after the Effective Date, all references to the Employment Agreement, including the terms “this Agreement,” “hereof,” “he


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