Exhibit 10.22


 





 


595 Summer Street, Suite 300


Stamford, CT 06901-1407


Tel: 203-356-1318


Fax: 203-425-9562


www.mxenergy.com


 


	
  Mr. Chuck Cavin

  	
   

  	
  October
  19, 2005

  
	
  29 Thomes Street

  	
   

  	
   

  
	
  Rowayton, CT 06853

  	
   

  	
   

  



 


Dear
Chuck:


 


This
letter sets out the terms of your offer from MxEnergy Inc. (the “Company”).


 


The
Company is offering you full time employment beginning November 1, 2005 (the “Employment
Date”) as Operational Compliance Officer at an annual base salary of $150,000
reporting to its Chief Operating Officer in Stamford, CT. While your normal
work location shall be the Stamford, CT office, you will be required to travel
to the NJ and MD offices regularly in connection with your duties. Your
employment is at will and may be terminated by you or the Company at any time
for any legally proper reason.


 


1.                         Your bonus will be equal to 50% of base salary
the first year of employment, assuming you are in good standing; thereafter,
you will be eligible for a bonus percentage approved by the Company’s
compensation committee of up to 100%.


 


2.                         You will accrue three weeks vacation per year.
The Company will also provide benefits as described in the “MxEnergy Employee
Handbook.”


 


3.                         Your position is a full-time position that
will be carried out during, but not limited to, the normal business hours of
the Company. You agree that during the term of your employment, beginning with
the Employment Date, you will not perform any services for other employers
other than on a voluntary or pro bono basis unless expressly approved by the Company.


 


4.                         By accepting this offer, you agree to treat as
confidential all information and sales materials received in the course of your
employment by us relating to the plans, strategies, performance, results,
operating history, names of customers or prospects, expenses, budget or any
other matters concerning the business of the Company or its affiliates. By
treating such information as confidential you will not disclose it to any other
party not authorized by the Company to receive it at the time of disclosure.
Upon the termination of your employment you shall return all originals and
copies of such information or sales materials to the Company or its affiliates.


 


5.                         As an employee of the Company, you will be
reimbursed for the reasonable and necessary out-of-pocket expenses that you
incur in furtherance of the Company’s business; provided, however, that all
expenses must be properly documented and otherwise be in compliance with the
policies established from time to time by the Company. You will be responsible
for familiarizing yourself with the Company’s expense reimbursement policies;
provided that any expenses in excess of automobile mileage reimbursement, local
transportation, and phone charges shall be approved in advance with your
supervisor.


 

















 


6.                         By accepting this offer, you agree that from
the Employment Date until one year following the cessation of your employment
with the Company, for any reason, whether initiated by you or the Company, you
will not directly or indirectly, without the prior written consent of the
Company, work with or provide services to any person or entity which was a
competitor of the Company or its affiliates at the date of cessation of your
employment in those utility service territories in which the Company offers its
services, or solicit or induce any employee of the Company to leave its employ
or to hire or attempt to hire any such employee.


 


7.                         This agreement constitutes the entire
agreement between you and the Company and may not be amended, modified or
supplemented except by written agreement executed by you and the Company.


 


8.                         You will be subject to, and you agree to
comply with the Company’s policies and procedures, as they may be added,
modified or deleted by the Company from time to time.


 


9.                         You agree to provide MxEnergy with the
following completed items: Application form, Release Authorization for
background check, Standards of Conduct form, IRS Form W-4, INS form 1-9, and
any other federal or state tax forms and other documents reasonably requested
by the Company. This offer is contingent upon your fulfillment of these items
and a background check acceptable to the Company.


 


10.                   Pursuant to the MxEnergy Inc. 2003 Stock
Option Plan, you will be granted 4500 stock options, which will be exercisable
as follows: (a) 1500 stock options shall be exercisable 30 days after the
Employment Date; (b) 1000 shall be exercisable one year after the Employment
Date; (c) 1000 shall be exercisable two years after the Employment Date; and
(d) 1000 shall be exercisable three years after the Employment Date. All such
options shall be exercisable at a purchase price per share of $32.50.


 


11.                   By accepting this offer, you agree to submit
to arbitration for any claims or disputes arising out of or relating to your
application or candidacy for employment, employment and/or cessation of
employment by MxEnergy or its affiliates. Such arbitration shall be conducted
in Stamford, CT before and in accordance with the procedures of the American
Arbitration Association. The laws of the State of New York shall govern this
agreement, without giving regard to its conflicts of law provisions.


 


Please
acknowledge your acceptance of the terms and conditions of this agreement by
signing and returning to the undersigned the enclosed counterpart of this agreement.


 


Very
truly yours,


 


MxEnergy
Inc.


 


 


	
  /s/
  Carole R. Artman-Hodge

  	
   

  	
   

  	
   

  
	
  Carole
  R. Artman-Hodge

  Chief Operating Officer

  	
   

  	
   

  	
   

  



 


 


Agreed
and accepted as of this 

[ILLEGIBLE] day of October 2005


 


	
   

  	
   

  	
   

  	
   

  
	
  /s/ Chuck Cavin

  	
   

  	
   

  	
   

  
	
  Chuck Cavin