FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


This First
Amendment to Employment Agreement (this “Amendment”) is made and entered as of this 30th
day of April, 2013, (the “Amendment Effective Date”) by and between Jefferson Electric, Inc., a Delaware
corporation (the “Company”), and Thomas Klink (“Executive”) for purposes of
amending that certain Employment Agreement dated as of April 30, 2010, by and between the Company and Executive (the “Agreement”).
Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed
to such terms in the Agreement.


 


WHEREAS, the
Employment Period under the Agreement is scheduled to terminate on the date hereof and the Company and Executive desire to extend
such Employment Period for three (3) additional years, unless terminated earlier in accordance with Section 6 of the Agreement;


 


WHEREAS, in
connection with such extension of the Employment Period, the Company and Executive desire to adjust Executive’s base salary
as set forth in this Amendment; and


 


WHEREAS, Section
17 of the Agreement provides that the parties to the Agreement may amend the Agreement in a writing signed by the parties.


 


NOW THEREFORE,
pursuant to Section 17 of the Agreement, and for good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Company and Executive agree as follows:


 


1.           Section 1 of
the Agreement is hereby amended as of the Amendment Effective Date by deleting said section in its entirety and substituting in
lieu thereof the following new Section 1:


 


1.Employment;
Term. The Company shall employ Executive, and Executive shall work for the Company, for a term of six (6) years commencing
on the date hereof (April 30, 2010) and ending on April 30, 2016, unless terminated earlier in accordance with Section 6 hereof
(the "Employment Period").


 


2.           Section 4.1 of
the Agreement is hereby amended as of the Amendment Effective Date by deleting said section in its entirety and substituting in
lieu thereof the following new Section 4.1:


 


4.1.In consideration
for the services to be performed by Executive during the Employment Period hereunder, the Company shall pay to Executive a base
salary at the rate of $312,000 per annum for the period of May 1, 2010 through April 30, 2013 and $250,000 per annum for the period
of May 1, 2013 through April 30, 2016, payable in accordance with the Company's customary payroll practices for executive employees.


 


3.           Except as expressly
amended by this Amendment, the Agreement shall continue in full force and effect in accordance with the provisions thereof.


 


4.           In the event
of a conflict between the Agreement and this Amendment, this Amendment shall govern.


 


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IN WITNESS WHEREOF,
the parties have executed this Amendment as of the Amendment Effective Date.


  





	 	 	THE COMPANY:
	 	 	 	 
	 	 	JEFFERSON ELECTRIC, INC.
	 	 	 	 
	 	 	By	/s/ Nathan Mazurek                               
	 	 	Name:	Nathan Mazurek
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	 	 	 
	 	 	EXECUTIVE:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	/s/ Thomas Klink                                               
		 	Thomas Klink