FIRST AMENDMENT TO EMPLOYMENT AGREEMENT



 


THIS FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made as of the 28th day of
March, 2012 by and between XZERES WIND CORP., a Nevada corporation (“Company”), and FRANK
GRECO (“Executive”).


 


W I T N E S S E T H:


 


WHEREAS, the
Company and the Executive entered into an Employment Agreement dated as of August 25, 2010 (the “Agreement”);
and


 


WHEREAS, the
parties desire to amend the Agreement on the terms and conditions set forth herein.


 


NOW, THEREFORE,
in consideration of the premises and mutual covenants herein contained, the parties, hereto, intending to be legally bound
hereby, do hereby agree as follows:


 


1. Capitalized
Terms. All capitalized terms used herein, not otherwise defined herein, shall have the respective meanings assigned to such
terms in the Agreement.


 


2.  Article 3.
Article 3 of the Agreement is deleted in its entirety and the following is substituted therefor:


 


“3. Term.
The Executive’s employment hereunder shall commence on the Commencement Date and shall terminate on August 22, 2017, unless
sooner terminated pursuant to the provisions of Article 8 of this Agreement (“Term of Employment”).”


 


3. Section 5.3.4. Section 5.3.4 of the Agreement is amended to delete the words “Provided that the Term of Employment
shall be renewed as provided in Section 3.2 hereof,”.


 


4. Sections 5.3.5 and 5.3.6 – The following is added as Sections 5.3.5 and 5.3.6 of the Agreement:


 


“5.3.5
If during the period March 1, 2015 through February 29, 2016 the Company’s gross operating revenues shall exceed $48,337,629
and the Company’s net profit, after taxes, shall exceed $6,612,312, the Executive shall be paid a $314,085 Annual Bonus.



     

     

    

 


5.3.6          
 If during the period March 1, 2016 through February 28, 2017 the Company’s gross operating revenue shall exceed $54,831,071
and its net profit, after taxes, shall exceed $8,219,368, the Executive shall be paid a $394,020 Annual Bonus.”


 


5. Article 5.
The last two paragraphs of Article 5 of the Agreement are amended to read as follows:


 


“Each
Annual Bonus shall be paid within 30 days after the determination of the gross operating revenues and net profits after taxes (if
applicable) for the applicable period.


 


It is understood
that the period March 1st to February 28th is the Company’s current fiscal year. In the event that
the Company changes its fiscal year (which it shall have the absolute right to do), then the measuring period for determining the
Annual Bonus shall be changed to the Company’s new fiscal year, and there should be an appropriate adjustment of the required
gross operating revenues, net profits after taxes, and/or Annual Bonus for the first new fiscal year of the Company.”


 


6. Section
5.4. Section 5.4 of the Agreement is amended to read as follows:


 


“5.4 Determination
of Gross Operating Revenues and Net Profits After Taxes. The Company’s gross operating revenues and net profits after
taxes shall be determined by the Company’s independent auditors, whose decision shall be final and binding upon the Company
and the Executive.”


 


7. Restatement
of Agreement. Except as modified hereby, the Agreement shall remain in full force and effect in accordance with its terms.


 


[SIGNATURES ON NEXT PAGE]






     

     

    



IN WITNESS WHEREOF,
the parties have executed this First Amendment to the Employment Agreement as of the day and year first above mentioned.


 


XZERES WIND CORP.


 


 


By: /s/ David N. Baker


David N. Baker,


Chairman of the Board


 


 


/s/ Frank Greco


FRANK GRECO, Executive