**Exhibit 10.43**

 

March 27,2001

 

**Robert A. Blake**4045 Hobbs Hill RdGlenelg, MD 21737

 

**Re:****                            ****EmploymentAgreement******

 

Dear Bob:

 

The purpose of this letter is to confirm ouragreement as to the terms and conditions of your employment with MxEnergy.comInc. (the “Company”).

 

1)              Employment.

 

a)              Employment; Duties. The Companywill employ you, and you agree to be employed by the Company, in the positionof Director of Customer Operations (or in such other management position as wemutually determine). In such position, you will be responsible for the callcenter and data processing operations and for related duties as directed by theCompany.

 

b)             Term of Agreement. The term ofthis Agreement will begin on March 31, 2001 (“Employment Date”) andterminate as specified in Section 4.

 

c)              Performance. During theterm of your employment, beginning with the Employment Date, you will devoteyour full time, skill and best efforts to the affairs of the Company andfaithfully and diligently perform your duties under this Agreement. In theperformance of those duties, you will comply with the policies established fromtime to time by the Company, the terms of which you will receive and aboutwhich you will be responsible for familiarizing yourself upon your employment.

 

d)             No Outside Services. You agreethat during the term of your employment, beginning with the Employment Date,you will not perform any services for other employers other than on a voluntaryor pro bono basis unless expressly approved by the Company.

 

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2)              Compensation.

 

a)              Base Salary. Effectivewith the Employment Date, the Company will pay you a base salary (“BaseSalary”) at an annual rate of $90,000, paid in accordance with its regularpayroll practices.

 

b)             Additional Compensation. In additionto your Base Salary, the Company may pay you such bonuses as senior managementof the Company, with the approval of the Compensation Committee of the Board ofDirectors, may determine from time to time. In making this determination,senior management and the Compensation Committee will take into account yourperformance, the overall performance and growth of the Company and such otherfactors as senior management and the Compensation Committee deem relevant.Nothing in this Agreement is intended to obligate the Company to pay you anybonuses.

 

c)              Incentive Stock Option Plan. During theperiod in which you are an employee of the Company, you will be entitled toparticipate, to the extent of your eligibility, in the Company’s IncentiveStock Option Plan. Subject to the terms of such Plan, any options granted butnot vested shall, in the event of termination for “cause,” be immediatelyforfeited to the Company.

 

d)             “At Will.”Notwithstanding anything herein to the contrary, you acknowledge that theemployment relationship between you and the Company is intended to be, and willbe, strictly “at-will,” meaning that you and the Company are free to terminatethe relationship at any time, with or without reason or “cause.”.

 

e)              For purposes of thisAgreement, “cause” shall mean (i) your conviction of, or pleading guiltyto, a felony-class crime; (ii) any action taken in bad faith by you thathas, or is likely to have, in the Company’s reasonable judgment, a material,detrimental effect on the reputation of the Company or its business; (iii) anact of fraud, dishonesty or gross misconduct by you; (iv) a materialbreach by you of any provision of this Agreement that has not been cured withinthirty (30) days after written notice of such breach by the Company; or (v) yournegligent or willful failure or refusal to perform your duties, or to complywith any covenants or agreements, under this Agreement (other than as a resultof a disability, as defined below), after the Company has given you writtennotice thereof, and your failure within a reasonable period of time to correctthe acts or omissions described in such notice.

 

3)              Benefits.

 

a)              Benefit Plans. During theterm of your Employment, beginning with the Employment Date, you will beentitled to participate, to the extent of your

 

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eligibility, in employee benefits comparable tothose that the Company now or in the future makes available to its employeesgenerally.

 

b)             Vacation; ContinuingEducation. During the term of this Agreement, you will beentitled to such annual vacation, to the extent of your eligibility (threeweeks this calendar year, 4 weeks in future years) and time for attendance atconferences, seminars or similar educational meetings, as the Company maydetermine from time to time.

 

c)              Expenses. The Companywill pay directly, or reimburse you for, the reasonable and necessary expensesthat you incur in furtherance of and in connection with its business, inaccordance with the policies established from time by the Company. You will beresponsible for familiarizing yourself with such policies.

 

4)              Transition Period

 

a)              The Transition Period shallinitially be defined as 120 days from the signing of this agreement or untilthe Maryland office is available, which occurs first. During the transitionperiod the Company has agreed to relocate its Louisville, Kentucky office to alocation within the greater Baltimore-Washington metropolitan area that hasbeen selected by you and approved by the company.

 

b)             Following the transitionperiod you will perform your principal responsibilities for the Company on aday-to-day basis from the Maryland office.

 

c)              During the Transition Periodyou agree to work in the Louisville Office and to perform such services asnecessary to both further the business and coordinate to move by the Company ofthe service office from Louisville to the Maryland office.

 

d)             During the TransitionPeriod, the Company will pay one hundred percent (100%) of all your reasonableand necessary expenses. You will agree to work with the Company to managementall Transition Period expenses. The Transition Period expenses include:

 

i)                 Round-trip air travel to andfrom BWI and Louisville airports once per week anticipated to be each Fridayevening and Monday morning,

 

ii)              Temporary housing in aone-bedroom or studio type apartment,

 

iii)           Ground transportation whilein Louisville,

 

iv)          Office parking while workingat the Kentucky service office

 

v)             Airport parking and

 

**vi)**           Reasonable long-distancephone expenses

 

e)              If the service office is notrelocated to the Maryland office within the transistion period you elect toterminate your employment with the Company and the Company will continue to payyou your base salary for ninety (90) days after your termination.

 

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5)     Termination of Agreement.

 

a)              Terminationwithout Cause. In the event of a terminationwithout cause, the Company shall provide you with at least 30 daysadvance written notice. In the event of sucha termination, the Company may set an earlier date for your cessation of duties, provided that the Companyshall continue to pay you your Base Salary for a period of 30days following receipt of the termination notice by the receiving party. In addition, if the Company terminates this Agreement without cause, the Company shallpay you, as severance, an amount equalto one month of your Base Salary.

 

b)             Termination for Cause. The Companymay terminate this Agreement immediately and without advance notice to you for“cause” as defined in section 2 above.

 

c)              Other Termination Events. ThisAgreement will terminate immediately upon your death or disability. Forpurposes of this Agreement, “disability” shall mean an illness, injury orcondition that renders you incapable of performing your duties on a full-timebasis for a period of at least (three) months.

 

d)             Monies Owing from/to theCompany upon Termination. In the event of your termination for anyreason, you will be paid all compensation due for Base Salary for servicesperformed to the date of termination, less applicable withholdings and plus anyunreimbursed business expenses or other payments in accordance with the Companypolicies. You expressly agree that the Company may deduct from, or offsetagainst, all amounts due you under this Agreement, all amounts owing from youto the Company hereunder.

 

6)              Nondisclosure;Noncompetition.

 

a)              Nondisclosure. You covenantand agree that except as specifically required in the performance of yourduties hereunder, you will maintain in strictest confidence and not disclose toany person or business entity or use for your personal benefit, gain orotherwise, any confidential or proprietary information (whether concerning theCompany or any client of the Company) which you acquire or develop or haveacquired or developed during your employment with the Company. You agree thatupon termination of your employment, you will immediately deliver to theCompany any and all drawings, plans, documents, designs, records and otherwritten material regarding confidential or proprietary information then in yourpossession. You hereby assign to the Company all right, title and interest inand to any and all ideas, plans, designs and all other information of any kindthat you develop during the period of your employment with the Company andrelated to the work that you perform for the Company. You agree to execute anyand all documents necessary to confirm this assignment. You also agree thatyour obligations under this Section will survive any termination of thisAgreement.

 

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b)             Noncompetition. You alsocovenant and agree that while you are employed by the Company and for a periodof one year following the termination of such employment for any reason,whether with or without cause, or whether initiated by you or the Company, youwill not directly or indirectly solicit business of the type performed by theCompany from, or work in any capacity for, any person or entity that was aclient of the Company or that was contacted as a client prospect by anyrepresentative of the Company within ninety (90) days prior to such date oftermination. You further agree not to solicit or induce any employee of theCompany to leave its employ or to hire or attempt to hire any such employee.

 

c)              Remedies. Youacknowledge that your services and skills are unique, and that you will haveunique access to key clients of the Company with the express responsibility ofbuilding goodwill with such clients and for the benefit of the Company. Youagree, therefore, that any violation or threatened violation of the provisionsof Section 5 a) or b) of this Agreement will cause irreparable injury tothe Company. Accordingly, you agree that in addition to such other rights andremedies as the Company may have at law or in equity (including the right torecover damages), the Company will be entitled to temporary and permanentinjunctive relief in the event of any violation or threatened violation by youof the provisions of Section 5a) or b) of this Agreement.

 

d)             Enforceability. Youacknowledge that the restrictions contained in this Section 5 arereasonable and that you have received significant and adequate consideration inexchange for them. It is our mutual intention that these restrictions beenforced to the fullest extent permitted by law. Therefore, should a court ofcompetent jurisdiction hold the restrictions, or any portion thereof, to beinvalid, the restrictions or such portion will be deemed automatically amendedto the extent made necessary by the court’s opinion.

 

7)     Miscellaneous.

 

a)              Company Property. You agreethat any computers or other goods purchased by the Company or delivered to youby the Company for your use in connection with your work under this Agreementshall remain property of the Company and shall be returned to the Companyimmediately upon request of the Company; provided, however, that you may, atany time, purchase such computers or other goods from the Company at cost;provided, further, that in the event your engagement under this Agreement isterminated you will deliver or return to the Company any information stored orcontained in any such computer.

 

b)             Entire Agreement. ThisAgreement constitutes our entire agreement with respect to the subject matterhereof and supersedes all prior oral or written agreements, commitments orunderstandings with respect to the matters provided for herein.

 

c)              Amendments; Waivers. ThisAgreement may not be amended, modified, superseded, cancelled, renewed orextended except by written instrument

 

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executed by both of us. Thefailure of either of us to require performance of any provision of thisAgreement will not affect our right at a later time to enforce it. Any waiverby either of us of a breach of any provision of this Agreement in any one ormore instances will not be deemed a continuing waiver of that breach or awaiver of a breach of any other provision of this Agreement.

 

d)             Notices. Any notice orother communication under this Agreement must be in writing and eitherhand-delivered or sent by confirmed facsimile transmission, nationally-utilizedovernight delivery service or certified or registered mail (postage prepaid,return receipt requested), addressed to each of us at our respective addressesset forth above or at such other address as to which either of us may notifythe other in the manner set forth in this Section 6d). Any such notice orother communication shall be deemed received on the date delivered ifhand-delivered or sent by confirmed facsimile transmission ornationally-utilized overnight delivery service, or three business days afterdeposit in the mails, if mailed.

 

e)              Assignability. The Companywill have the right to assign this Agreement to its successors or assigns,including any person that acquires all or substantially all of its assets ormembership interests, or with which the Company merges or consolidates. ThisAgreement and the benefits hereunder are personal to you. You cannot assign ortransfer them, nor may you delegate your duties hereunder to any person, firmor Company.

 

f)                Binding Effect. ThisAgreement will be binding upon and inure to the benefit of each of us and ourrespective successors, heirs, executors, administrators, other legalrepresentatives or permitted assigns, as the case may be.

 

g)             Severability. If anyprovision of this Agreement is declared void by a court, governmental agency orother entity of competent jurisdiction, the remaining provisions of thisAgreement will remain in full force and effect.

 

h)             Governing Law. I agree thatI will submit to arbitration any claims arising out of or relating to myapplication or candidacy for employment, employment and/or cessation ofemployment by MxEnergy or its affiliates. Such arbitration shall be conductedin Stamford, CT before and in accordance with the procedures of the AmericanArbitration Association. This Agreement shall be governed by and construedunder the laws of the State of Connecticut, without regard to its choice of lawrules.

 

If the foregoing accurately reflects yourunderstanding of the terms and conditions of your engagement and employment bythe Company, please so indicate by signing the enclosed counterpart of thisletter and returning it to the Company.

 
|   | MxEnergy.com Inc. |
|--------|-------------------|

 

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|                                   | By:    | /s/ Jeffrey A. Mayer |
|----------------------------------------|--------|----------------------|
|                                   |   | Jeffrey A. Mayer     |
|                                   |   | President            |
|                                   |   |
|                                   |
| Agreed to and accepted as of           |
| this 27th day of March 2001. |
|                                   |
|                                   |
| /s/ Bob Blake                          |   |
| Bob Blake                              |   |

 

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