EXHIBIT 10.3


 


AMENDMENT


 


TO


 


KEY
EMPLOYMENT AGREEMENT


 


This Amendment is made and entered into as of the 5
day of June, 2008, by and between Satcon Technology Corporation, a Delaware
corporation (the “Company”), and David E. O’Neil (the “Executive”).


 


The following facts set forth the background to this
Amendment:


 


A.            The
Company and the Executive entered into a Key Employee Agreement, dated as of September 13,
2007 (the “Agreement”).


 


B.            The
Company and the Executive desire to amend the Agreement as hereinafter set
forth.


 


NOW, THEREFORE, in consideration of the premises and
the mutual agreements contained herein and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:


 


1.             Amendments.  The Agreement is hereby amended as follows:


 


(a)           Section 1.1
of the Agreement is hereby amended by deleting Section 1.1 of the
Agreement in its entirety and replacing it with the following:


 


“You shall serve as a Vice
President of the Company.  You shall have
such duties and responsibilities as the Company’s Chief Executive Officer or
Board of Directors may from time to time and at any time assign to you.  Initially, you shall be responsible for the
Company’s motor manufacturing and hybrid electric vehicle divisions as well as
its SatCon Electronics Corp. subsidiary and shall undertake such
responsibilities in connection therewith as may be determined by the Company’s
Chief Executive Officer.  In addition,
you shall at all times cooperate with the Company in transitioning your
responsibilities as principal financial officer to a successor.”


 


(b)           Section 2.1
of the Agreement is hereby amended by deleting Section 2.1 of the
Agreement in its entirety and replacing it with the following:


 


“Your employment with the
Company may be terminated at any time without cause upon the earlier to occur
of (i) June 1, 2009 (unless extended by mutual agreement of the
parties hereto), or (ii) 90 days after the Company gives notice to you
that it is exercising its right to terminate this Agreement without cause.  If your employment terminates pursuant to
this Section 2.1 for any reason it shall constitute a termination without
cause by the Company pursuant to Section 2.2 hereof.”


 

















 


2.             Effective Date.  This Amendment shall be effective as of the
date set forth above.  From and after the
effective date hereof, each reference in the Agreement to “this Agreement,” “hereto”,
“hereunder” or words of like import, and all references to the Agreement in any
and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the Agreement as
modified and amended by this Amendment.


 


3.             Counterparts. 
This Amendment may be executed in counterparts and by different parties
hereto in separate counterparts each of which, when so executed and delivered,
shall be deemed to be an original and all of which when taken together, shall
constitute one and the same instrument.


 


4.             No Other Modifications.  Except as otherwise expressly modified by the
terms and provisions of this Amendment, the Agreement shall remain in full
force and effect, and is hereby in all respects confirmed and ratified by the
parties hereto; and, except as expressly provided herein, nothing in this
Amendment will be construed as a waiver of any of the rights or obligations of
the parties under the Agreement.


 


IN WITNESS WHEREOF, the Company and the Executive have
executed this Amendment as of the date set forth above.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  SATCON TECHNOLOGY CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David E. O’Neil

  



 


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