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  Exhibit 10.85    
    


        AMENDED AND RESTATED

COMMERCE ENERGY GROUP, INC.

2006 STOCK INCENTIVE PLAN  










 

 Restricted Share Award Agreement

(for U.S. Employees)  










  

 Award No.               

Date July 21, 2008  


        In consideration of, and as a reward for, your past services rendered to the Company and to provide you with an incentive for
on-going superior performance (which has a value exceeding the par value of the Restricted Shares awarded pursuant to this Agreement), you are hereby awarded Restricted Shares subject to
the terms and conditions set forth in
this Restricted Share Award Agreement ("Award Agreement" or "Award"), and in the Amended and Restated
Commerce Energy Group, Inc. 2006 Stock Incentive Plan (the "Plan"), which is attached hereto as  Exhibit A. A summary of the Plan appears in its
Prospectus, which is attached as  Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the
implications of this Award, including your tax alternatives and their consequences. 


        By
executing this Award Agreement, you agree to be bound by all of the Plan's terms and conditions as if they had been set out verbatim in this Award Agreement. In addition, you
recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement will be made by the Board of Directors (the
"Board") of Commerce Energy Group, Inc. (the "Company") or and Committee appointed by the Board
to administer the Plan, and shall (in the absence of manifest bad faith or fraud) be final, conclusive and binding upon all parties, including you, your heirs and representatives. Capitalized terms
are defined in the Plan or in this Award Agreement. 


        1.    Specific Terms.    Your Restricted Shares have the following terms: 



			
	Name of Participant	 	John H. Bomgardner, II
	
Number of Shares Subject to Award	
 	
100,000
	
Purchase Price per Share (if applicable)	
 	
Not applicable.
	
Award Date	
 	
July 21, 2008
	
Vesting	
 	
60,000 shares shall vest on July 21, 2008; 20,000 shall vest on July 21, 2009; 20,000 shares shall vest on July 21, 2010; subject to acceleration as provided in the Plan and in
Section 2 below, and to your Continuous Service not ending before the vesting date; provided, however, that to the extent that the Participant voluntarily resigns during the one-year period from the date of this Agreement, the Participant agrees
to return to the Company the initially vested 60,000 Restricted Shares, or if he sold such shares, the proceeds of the sale.
	
Lifetime Transfer	
 	
 ý  Allowed.    o  Not allowed.






        2.    Accelerated Vesting; Change in Corporate Control.    To the extent you have not
previously vested in your rights with respect to this Award, your Award will become vested upon a in accordance with your employment letter with the Company dated July 18, 2008 (the "Employment
Agreement"). 







 

        3.    Investment Purposes.    You acknowledge that you are acquiring your Restricted Shares
for investment purposes only and without any present intention of selling or distributing them. 


        4.    Issuance of Restricted Shares.    Until all vesting restrictions lapse, any certificates
that you receive for Restricted Shares will include a legend stating that they are subject to the restrictions set forth in the Plan and this Award Agreement. Certificates shall not be delivered to
you unless you have made arrangements satisfactory to the Committee to satisfy tax-withholding obligations. The certificates evidencing such Restricted Shares that will be issued will bear
the following legend that shall remain in place and effective until all other vesting restrictions lapse and new certificates are issued: 


        "The
sale or other transfer of the Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth
in the Amended and Restated Commerce Energy Group, Inc. 2006 Stock Incentive Plan, and in any rules and administrative procedures adopted pursuant to such Plan and in a related Award Agreement.
A copy of the Plan, such rules and procedures and such Award Agreement may be obtained from the Secretary of Commerce Energy Group, Inc." 



        5.    Unvested Restricted Shares.    The Company will hold such Restricted Shares in escrow
until vesting occurs. You will be reflected as the owner of record on the Company's books and records of any Shares issued pursuant to this Award Agreement. The Company will hold the stock
certificates for safekeeping until such Shares have become vested and non-forfeitable. You must deliver to the Company, as soon as practicable after the date any Shares are issued, a stock
power, endorsed in blank, with respect to any such Shares. If you forfeit any Shares, the stock power will be used to return the certificates for the forfeited Shares to the transfer agent for
cancellation. As the owner of record of any Restricted Shares you qualify to receive pursuant to this Award Agreement, you will be entitled to all rights of a stockholder of the Company, including the
right to vote Shares; subject, however, to the provisions of Section 6 hereof with respect to any cash or stock dividends that are paid between the date of this Award and your receipt of Shares
pursuant to a vesting event, subject in each case to the treatment of the Award upon termination of employment before the particular record date for determining stockholders of record entitled to the
payment of the dividend or distribution. To the extent such dividend is paid in stock, such stock shall be subject to the same restrictions contained in Section 1. 



        6.    Dividends.    When Shares are delivered to you or your duly-authorized
transferee pursuant to the vesting of the Shares, you or your duly-authorized transferee shall also be entitled to receive, with respect to each Share issued, an amount equal to any cash
dividends (plus simple interest at a rate of five percent per annum, or such other reasonable rate as the Committee may determine) and a number of Shares equal to any stock dividends, which were
declared and paid to the holders of Shares between the Grant Date and the date such Share is issued. To the extent that your Continuous Service ends before vesting of the Shares, you will forfeit all
dividends (whether paid in cash or in stock) attributable to all such Shares. 



        7.    Long-term Consideration for Award.    The Participant recognizes and agrees
that the Company's key consideration in granting this Award is securing the long-term commitment of the Participant to serve as an officer of the company who will advance and promote the
business interests and objectives of the Company and/or its Affiliates (the "Company Group"). Accordingly, the Participant agrees that this Award shall be subject to the terms and conditions set forth
in Section 25 of the Plan (relating to the termination, rescission and recapture if you violate certain commitments made therein to the Company Group), as well as to the following terms and
conditions as material and indivisible consideration for this Award: 



        (a)    Fiduciary Duty.    During his or her employment with the Company Group the Participant shall devote his or her
full energies, abilities, attention and business time to the performance of his or her 


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job
responsibilities and shall not engage in any activity which conflicts or interferes with, or in any way compromises, his or her performance of such responsibilities. 



        (b)    Confidential Information.    The Participant recognizes that by virtue of his or her employment with the
Company Group, he or she will be granted otherwise prohibited access to confidential information and proprietary data which are not known, and not readily accessible to the competitors of the Company
Group. This information (the "Confidential Information") includes, but is not limited to, current and prospective customers; the identity of key contacts at such customers; customers' particularized
preferences and needs; marketing strategies and plans; financial data; personnel data; compensation data; proprietary procedures and processes; and other unique and specialized practices, programs and
plans of the Company Group and their respective customers and prospective customers. The Participant recognizes that this Confidential Information constitutes a valuable property of the Company Group,
developed over a significant period of time and at substantial expense. Accordingly, the Participant agrees that he or she shall not, at any time during or after his or her employment with the Company
Group, divulge such Confidential Information or make use of it for his or her own purposes or the purposes of any person or entity other than the Company Group. 


        (c)    Non-Solicitation of Customers.    The Participant recognizes that by virtue of his or her
employment with the Company Group he or she will be introduced to and involved in the solicitation and servicing of existing customers of the Company Group and new customers obtained by the Company
Group during his or her employment. The Participant understands and agrees that all efforts expended in soliciting and servicing such customers shall be for the permanent benefit of the Company Group.
The Participant further agrees that during his or her employment with the Company Group the Participant will not engage in any conduct which could in any way jeopardize or disturb any of the customer
relationships of the Company Group. The Participant also recognizes the legitimate interest of the Company Group in protecting, for a reasonable period of time after his or her employment with the
Company Group, the customers of the Company Group. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending twelve (12) months after termination of
Participant's employment with the Company Group, regardless of the reason for such termination, the Participant shall not, directly or indirectly, without the prior written consent of the Chief
Executive Officer of the Company, market, offer, sell or otherwise furnish any products or services substantially similar to those offered by the Company Group to any customer of the Company Group. 


        (d)    Non-Solicitation of Employees.    The Participant recognizes the substantial expenditure of time
and effort which the Company Group devotes to the recruitment, hiring, orientation, training and retention of its employees. Accordingly, the Participant agrees that, for a period beginning on the
date hereof and ending twenty-four (24) months after termination of Participant's employment with the Company Group, regardless of the reason for such termination, the Participant
shall not, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, offer employment to, hire or otherwise retain the services of any employee of the Company
Group. For purposes of the foregoing, "employee of the Company Group" shall include any person who was an employee of the Company Group at any time within six (6) months prior to the prohibited
conduct. 


        (e)    Survival of Commitments; Potential Recapture of Award and Proceeds.    The Participant acknowledges and agrees
that the terms and conditions of this Section regarding confidentiality and non-solicitation shall survive both (i) the termination of Participant's employment with the Company
Group for any reason, and (ii) the termination of the Plan, for any reason. The Participant acknowledges and agrees that the grant of Restricted Shares in this Award Agreement is just and
adequate consideration for the survival of the restrictions set forth herein, and that the Company Group may pursue any or all of the following remedies if the Participant either violates the terms of 


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this
Section or succeeds for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the
Award): 



	(i)
	declaration
that the Award is null and void and of no further force or effect;



	(ii)
	recapture
of any cash paid or Shares issued to the Participant, or any designee or beneficiary of the Participant, pursuant to the Award;



	(iii)
	recapture
of the proceeds, plus reasonable interest, with respect to any Shares that are both issued pursuant to this Award and sold or otherwise disposed
of by the Participant, or any designee or beneficiary of the Participant. 






The
remedies provided above are not intended to be exclusive, and the Company Group may seek such other remedies as are provided by law, including equitable relief. 


        (f)    Acknowledgement.    The Participant acknowledges and agrees that his or her adherence to the foregoing
requirements will not prevent him or her from engaging in his or her chosen occupation and earning a satisfactory livelihood following the termination of his or her employment with the Company Group. 


        8.    Section 83(b) Election Notice.    If you make an election under
Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Shares underlying your Restricted Shares (a "Section 83(b)
election"), you agree to provide a copy of such election to the Company within 10 days after filing that election with the Internal Revenue Service.  Exhibit C contains
a suggested form of Section 83(b) election. 



        9.    Designation of Beneficiary.    Notwithstanding anything to the contrary contained herein
or in the Plan, following the execution of this Award Agreement, you may expressly designate a beneficiary (the "Beneficiary") to your interest, if any,
in the Restricted Shares awarded hereby. You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as  Exhibit D (the "Designation of Beneficiary") and delivering an executed copy of the Designation
of Beneficiary to the Company. 


        10.    Restrictions on Transfer.    This Award Agreement may not be sold, pledged, or
otherwise transferred without the prior written consent of the Committee. Notwithstanding the foregoing, the Participant may transfer this Award (i) by instrument to an inter vivos or
testamentary trust (or other entity) in which each beneficiary is a permissible gift recipient, as such is set forth in subsection (ii) of this Section, or (ii) by gift to charitable
institutions or by gift or transfer for consideration to any of the following relatives of the Participant (or to an inter vivos trust, testamentary trust or other entity primarily for the benefit of
the following relatives of the Participant): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and shall include adoptive relationships. Any transferee of the Participant's rights shall succeed and be subject to all of the terms of this Award Agreement and
the Plan. 


        11.    Income Taxes and Deferred Compensation.    The Participant is solely responsible and
liable for the satisfaction of all taxes and penalties that may arise in connection with this Award (including any taxes arising under Section 409A of the Code), and the Company shall not have
any obligation to indemnify or otherwise hold any Participant harmless from any or all of such taxes. The Committee shall have the discretion to unilaterally modify this Award in a manner that
(i) conforms with the requirements of Section 409A of the Code, (ii) that voids any election of the Participant to the extent it would violate Section 409A of the Code, and
(iii) for any distribution election that would violate Section 409A of the Code, to make distributions pursuant to the Award at the earliest to occur of a distribution event that is
allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is elected by the Participant, subject to any valid 


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second
election to defer, provided that the Committee permits second elections to defer in accordance with Section 409A(a)(4)(C). The Committee shall have the sole discretion to interpret the
requirements of the Code, including Section 409A, for purposes of the Plan and this Award Agreement. 


        12.    Notices.    Any notice or communication required or permitted by any provision of this Award Agreement to be
given to you shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its
records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be
given as of the date such notice is personally delivered or properly mailed. 


        13.    Binding Effect.    Except as otherwise provided in this Award Agreement or in the Plan,
every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives,
successors, transferees, and assigns. 


        14.    Modifications.    This Award Agreement may be modified or amended at any time, in
accordance with Section 15 of the Plan and provided that you must consent in writing to any modification that adversely alters or impairs any rights or obligations under this Award Agreement. 


        15.    Headings.    Section and other headings contained in this Award Agreement are for
reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof. 



        16.    Severability.    Every provision of this Award Agreement and of the Plan is intended to
be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement. 


        17.    Counterparts.    This Award Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. 



        18.    Plan Governs.    By signing this Award Agreement, you acknowledge that you have
received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement and your Award is
subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this
Award Agreement and those of the Plan, the provisions of the Plan shall control. 



        19.    Governing Law.    The laws of the State of Delaware shall govern the validity of this
Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto. 


        20.    Not a Contract of Employment.    By executing this Award Agreement you acknowledge and
agree that (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award, could claim that he or she was terminated to preclude vesting;
(ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with
the Company and/or its Affiliates, nor shall it affect in any way your right or the right of the Company and/or its Affiliates, as applicable to terminate your employment, service, or consulting
relationship at any time, with or without Cause (except as outlined in your Employment Agreement); and (iv) the Company would not have granted this Award to you but for these acknowledgements
and agreements. 


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        BY
YOUR SIGNATURE BELOW, along with the signature of the Company's representative, you and the Company agree that the Restricted Shares are awarded under and governed by the terms and
conditions of this Award Agreement and the Plan. 



				
	 	COMMERCE ENERGY GROUP, INC.
	
 	
 By:	
 	
/s/ GREGORY L. CRAIG






  Name: Gregory L. Craig

Title: Chairman and Chief Executive Officer
	
 	
PARTICIPANT
	
 	
The undersigned Participant hereby accepts the terms of this Award Agreement and the Plan.
	
 	
 By:	
 	
/s/ JOHN H. BOMGARDNER, II






  Name of Participant: John H. Bomgardner, II





6







 EXHIBIT A  


        COMMERCE ENERGY GROUP, INC.

2006 STOCK INCENTIVE PLAN  










 

 Plan Document  










  






 EXHIBIT B  


        COMMERCE ENERGY GROUP, INC.

2006 STOCK INCENTIVE PLAN  










  

 Plan Prospectus  










 






 EXHIBIT C  


        COMMERCE ENERGY GROUP, INC.

2006 STOCK INCENTIVE PLAN  










 

 Section 83(b) Election Form  










  

        Attached
is an Internal Revenue Code Section 83(b) Election Form. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, YOU MUST DO SO WITHIN 30 DAYS AFTER
THE DATE THE RESTRICTED SHARES COVERED BY THE ELECTION WERE TRANSFERRED TO YOU. In order to make the election, you must completely fill out the attached form and file one copy
with the Internal Revenue Service office where you file your tax return. In addition, one copy of the statement also must be submitted with your income tax return for the taxable year in which you
make this election. Finally, you also must submit a copy of the election form to the Company within 10 days after filing that election with the Internal Revenue Service. A Section 83(b)
election normally cannot be revoked. 







COMMERCE ENERGY GROUP, INC.

2006 STOCK INCENTIVE PLAN  










 

 Election to Include Value of Restricted Shares in Gross Income

in Year of Transfer Under Internal Revenue Code Section 83(b)  










  

        Pursuant
to Section 83(b) of the Internal Revenue Code, I hereby elect within 30 days after receiving the property described herein to be taxed immediately on its value
specified in item 5 below.  


	1.
	My
General Information: 






			
	Name:	 	





  
	
 Address:	
 	






  
	
 S.S.N. or T.I.N.:	
 	






  





	2.
	Description
of the property with respect to which I am making this election: 



                    shares
of                stock of Commerce Energy Group, Inc. (the "Restricted Shares").  



	3.
	The
Restricted Shares were transferred to me
on                                         
       , 20            . This election relates to the
20                        calendar
taxable year.



	4.
	The
Restricted Shares are subject to the following restrictions: 



The
Restricted Shares are forfeitable until they is are earned in accordance with Section 1 of the Commerce Energy Group, Inc. 2006 Stock Incentive Plan
("Plan") Restricted Shares Award Agreement ("Award Agreement") or other Award Agreement or Plan
provisions. The Restricted Shares generally are not transferable until my interest becomes vested and nonforfeitable, pursuant to the Award Agreement and the Plan.  



	5.
	Fair
market value: 





The
fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms never will lapse) of the Restricted Shares with respect to
which I am making this election is $            per share.  



	6.
	Amount
paid for Restricted Shares: 



The
amount I paid for the Restricted Shares is $            per share.  



	7.
	Furnishing
statement to employer: 



A
copy of this statement has been furnished to my employer,                . If the transferor of the Restricted Shares is not my employer, that entity also has been
furnished with a copy of this
statement.  



	8.
	Award
Agreement or Plan not affected: 



Nothing
contained herein shall be held to change any of the terms or conditions of the Award Agreement or the Plan. 




Dated:                                    ,
20    . 





			
	 	 	





  Taxpayer












 EXHIBIT D  


        COMMERCE ENERGY GROUP, INC.

2006 STOCK INCENTIVE PLAN  










 

 Designation of Beneficiary  










  

        In connection with Award Agreements between Commerce Energy Group, Inc. (the "Company") and
                                    , an individual residing
at                                    (the "Recipient"), the Recipient hereby designates the person specified below as the
beneficiary of the Recipient's interest in Awards as defined in the Company's 2006 Stock Incentive Plan (the "Plan"). This designation shall remain in
effect until revoked in writing by the Recipient. 



			
	
 Name of Beneficiary:	
 	






  
	
 Address:	
 	






  
	
 Social Security No.:	
 	






  






        This
beneficiary designation relates to any and all of Recipient's rights under the following Award or Awards: 



	o
	any
Award that Recipient has received under the Plan.



	o
	the                Award
that Recipient received pursuant to an award agreement
dated                                    ,
        between Recipient and the Company. 




        The Recipient understands that this designation operates to entitle the above-named beneficiary to the rights conferred by an Award from the date this form is
delivered to the Company until such date as this designation is revoked in writing by the Recipient, including by delivery to the Company of a written designation of beneficiary executed by the
Recipient on a later date. 





					
	

 	
 	
Date:	
 	






  
	

 	
 	
By:	
 	






  [Recipient Name]
	Sworn to before me this

        day
of                                    , 200  

Notary Public

County of

State of

	 	 	 	 














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Exhibit 10.85