EX-10.1



 





Exhibit 10.1




AMENDMENT NO. 1

TO

RESTRICTED STOCK AGREEMENT




     This AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT (the “Amendment”) is made and entered into
as of December 31, 2007 (the “Effective Date”), by and between PowerSecure International, Inc.
(formerly known as Metretek Technologies, Inc.), a Delaware corporation (the “Company”), and Sidney
Hinton (the “Grantee”).



Recitals




     WHEREAS, the Company and the Grantee have previously entered into that certain Restricted
Stock Agreement, dated as of August 15, 2007 (the “Restricted Stock Agreement”), pursuant to which
the Company has granted to the Grantee restricted shares of Common Stock, par value $.01 per share
(“Common Stock”), of the Company, subject to vesting and other terms and conditions set forth in
the Restricted Stock Agreement; and



     WHEREAS, the Company and the Grantee desire to amend the terms of the Restricted Stock
Agreement as set forth herein;



Agreement




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



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



     2. Amendment. The “Vesting Schedule” of the Restricted Stock Agreement is hereby
amended so that the Restricted Share Performance Goal for Fiscal Year 2007 shall be determined by
computing the Company’s consolidated net income for Fiscal Year 2007 without regard to the
discontinued operations accounting treatment for Metretek, Incorporated (“Metretek Florida”), a
wholly-owned subsidiary of the Company, including any charges and reclassification of income from
the continuing operations of Metretek Florida.



     3. Effectiveness of Amendment. This Amendment shall be effective as of the date
first above written, and all references to the Restricted Stock Agreement, including the terms
“this Agreement,” “hereof,” “herein” and the like contained in the Restricted Stock Agreement,
shall, as of and after such date, be deemed to be references to the Restricted Stock Agreement as
modified by the terms of this Amendment. Except as and to the extent expressly modified by the
terms of this Amendment, the Restricted Stock Agreement shall remain in full force and effect in
accordance with its terms.



     4. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to provisions governing conflicts of laws.



 









 





     5. Successor and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns.



     6. Captions. The captions contained in this Amendment are included for convenience of
reference only and do not define, limit, explain or modify this Agreement or its interpretation,
construction or meaning and are in no way to be construed as a part of this Amendment.



       7. Counterparts. This Amendment may be executed in any number of
counterparts (including counterparts executed by less than all parties hereto), each of which shall
be deemed to be an original, but all of which together shall constitute one and the same
instrument.



(Next page is the Signature Page)




2









 





SIGNATURE PAGE




     IN WITNESS WHEREOF, this Amendment No. 1 to Restricted Stock Agreement has been executed and
delivered by or on behalf of the parties hereto as of the date first set forth above.



	 	 	 	 	 
	 	POWERSECURE INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Christopher T. Hutter
 	 
	 	 	Its: Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	GRANTEE:

 	 
	 	/s/  Sidney Hinton
 	 
	 	Sidney Hinton 	 
	 	 	 
	 




3