EXHIBIT
10.34




Consulting
Agreement




THIS
CONSULTING AGREEMENT (this "Agreement") is entered into by and between Frank
Magnotti, an individual ("Consultant"), and Comverge, Inc., a Delaware
corporation (the "Company").  Consultant and Company are collectively
referred to as “Parties” and individually as “Party.”  This Agreement
memorializes the agreement between the parties regarding a consulting
relationship that commenced on December 17, 2009.  This Agreement
becomes effective the same day Consultant’s Separation Agreement and General
Release Agreement (“Separation Agreement”) becomes effective.




1.
            Term
      of Service.




The
Parties agree that from the date of separation, December 17, 2009 until March
31, 2010, (“Consulting Term”), Consultant shall provide the Services (as defined
herein).




2.
            Consulting
      Services.




Consultant
agrees to provide consulting services on the terms and conditions contained in
this Agreement.  At the request of the Company’s current Chief
Executive Officer or interim Chief Executive Officer (“CEO”) or the Company’s
Board of Directors (the “Board”), Consultant shall assist the CEO in the
transition to a new EVP of Sales and Marketing and shall be available to the
Board or CEO, at the CEO’s direction, to perform services of an advisory nature
relating to the Company’s sales strategies, business and strategic plans; and
shall refer any inquiries related to the Company or its business to the CEO
without commenting in relation to such inquiries (collectively, the
“Services”).  The parties agree that under no circumstances may the
Services occupy more than twenty hours of Consultant’s time in any given week
during the remainder of the month of December, fifteen hours a week for the
month of January, ten hours a week during February, and eight hours a week
during the month of March of 2010. To the extent Consultant secures full time
work, the Parties will meet to discuss the hourly commitments to ensure the
Services are provided that do not conflict with such full time
employment.  Such potential full time employment shall not have any
effect on this Agreement.




Consultant
shall not speak with the media, investors, analysts, customers, Company
employees, Company officers or any other third party in regards to the Company
or on behalf of the Company unless specifically directed by the
CEO.






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3.
            Independent
      Contractor.




Consultant
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.  Consultant shall obtain approval from the CEO before coming
on Company’s premises and shall comply with the Company’s rules and
policies.  Consultant may determine his own work hours, and may accept
other business engagements, as long as his schedule permits the satisfactory
performance of the Services and provided such engagements are in compliance with
the surviving obligations contained in Consultant’s Consultant Employment
Agreement dated September 30, 2009, the provisions of the Separation Agreement,
or both.  Consultant is not and shall not be deemed for any purpose to
be an employee, agent, servant, or representative of the
Company.  Consultant shall not have authority to act for the Company,
give instructions or orders on behalf of the Company or make commitments for or
on behalf of the Company.  Except as otherwise provided in
Consultant’s Separation Agreement with the Company, Consultant shall not be and
is not entitled to participate in any bonus plans, employee benefit plans, or
other benefits provided to the Company employees.




4.
            Compensation.




Subject
to Employee’s continued compliance with his obligations in Sections 3, 4, 5 and
6 of the Executive Employment Agreement, the Separation Agreement, and/or this
Agreement, the Company shall pay Consultant a total fee of $100,000 for the
Consulting Term, paid bi-weekly over the Term pursuant to the Company’s regular
payroll practices commencing December 31, 2009 and pursuant to Schedule
A.  Consultant’s options and restricted stock shall continue to
vest during the Consulting Term.  To the extent travel is required,
the Company shall reimburse Consultant for all documented, reasonable travel
expenses pursuant to the Company’s travel expense policy.




5.
            Tax
      Withholding.




Because
Consultant shall not be an employee of the Company, but shall act in the
capacity of an independent contractor, the Company will not withhold from
Consultant’s compensation federal, state, city, FICA, income, or any other
taxes.  The Parties acknowledge and agree that it is Consultant’s
responsibility to timely pay any and all required taxes.  Consultant
hereby indemnifies the Company for any and all costs, expenses, payments,
penalties, attorneys’ fees or interest related to Consultant’s failure to
properly comply with his tax obligations.






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6.
            Adequacy
      of Consideration.




The
parties agree that the consideration given by the other pursuant to this
Agreement is adequate and sufficient to make their respective obligations under
this Agreement final and binding.




7.
            Entire
      Agreement.




Except as
provided herein, the parties agree that this Agreement sets forth the entire
agreement of the Parties relating to their consulting arrangement, supersedes
and extinguishes any and all prior statements, agreements, representations
(including any oral representations) or understandings by or among the Parties
relating to their consulting arrangement and may not be modified or amended
except in writing, executed by all of the Parties.    This
Agreement does not supersede the Separation Agreement.  To the extent
this Agreement and the Separation Agreement conflict, the Separation Agreement
shall control.




8.
            Compliance




Consultant
acknowledges that the benefits he will or has received pursuant to this
Agreement are in consideration for Consultant’s execution of and obligations
contained in this Agreement and the Separation
Agreement.  Consultant’s failure to comply with his obligations
contained in either Agreement shall result in the termination of any payments by
the Company to Consultant and Consultant agrees to, within thirty (30) days of
the date of his non-compliance, return all amounts paid by the Company under
this Agreement.  To the extent the Company is required to enforce its
rights under this Agreement in any judicial proceeding, Consultant shall
indemnify the Company for any and all costs, including attorneys’ fees, related
to such enforcement.





9.
            Validity
      of Remaining Terms.




Should
any provision of this Agreement be determined to be illegal, invalid, or
otherwise unenforceable, the validity of the remaining terms and provisions
hereof will not be affected thereby but such will remain valid and enforceable,
and the illegal or invalid terms or provisions shall be deemed not to be a part
of this Agreement.






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10.
            Venue
      and Choice of Law.




This
Agreement is entered into in the State of New Jersey, and shall in all respects
be interpreted, enforced, and governed by the laws of the State of New Jersey,
without regard to its principles governing the conflicts of
laws.  Venue for enforcement of this Agreement shall be in New
Jersey.  The language of this Agreement shall be construed as a whole,
according to its fair meaning, and shall not be construed strictly for or
against either of the Parties.  The headings used herein are used for
reference only and shall not affect the construction of this
Agreement.




11.  Disclaimer.  The
Parties understand that Consultant is not making any warranty in regards to any
advice provided.  Consultant shall provide advice in good faith and to
the best of his knowledge, but shall not be liable for any actions taken by the
Company in reliance on such advice.




12.  Assignability.  So
long as the entities remain responsible for the requirements herein, Company may
freely assign this Agreement and Consultant may assign this contract to a
corporate entity, where Company will pay such corporate entity as opposed to
Consultant directly.  If such assignment occurs, Consultant shall
remain the point of contact and shall provide the consulting as called for under
this Agreement.




13.
            No
      Waiver.




One or
more waivers of a breach of any covenant, term or provision of this Agreement by
any party shall not operate or be construed as a waiver of any subsequent breach
of the same covenant, term or provision, nor shall it be considered a waiver of
any other then existing or subsequent breach of a different covenant, term or
provision.









(SIGNATURE
PAGES FOLLOW)






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AGREED:




Date:12/31/2009
              /s/ Frank A. MagnottiFrank
      MagnottiComverge,
      Inc.Date:12/31/2009
              /s/ Matthew H. SmithBy:Matthew H. SmithTitle:EVP, General Counsel &
      Secretary














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SCHEDULE
A




Payment
      Date
              
              Amount
      of Payment12/31/2009*
              
              $
              14,285.711/15/2010
              
              $
              14,285.711/29/2010
              
              $
              14,285.712/12/2010
              
              $
              14,285.712/26/2010
              
              $
              14,285.713/12/2010
              
              $
              14,285.713/26/2010
              
              $
              14,285.71$
              100,000.00








* Or upon
the later of the seven (7) day revocation period following the execution of the
Separation Agreement.