Exhibit 10.4


 


Second Amendment to Employment Agreement


 


This
Second Amendment to Employment Agreement dated June 3, 2010 (“Amendment”)
is by and between Jeffrey R. Mistarz (the “Executive”) and Lime Energy
Co. (formerly known as Electric City Corp.), a Delaware corporation (the “Company”).


 


W I T N E S S E T H:


 


WHEREAS, the Company and Executive are parties to that certain
Employment Agreement dated August 15, 2006, as previously amended (the “Employment
Agreement”).  All capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in
the Employment Agreement; and


 


WHEREAS, the Employment Period terminates on December 31,
2010, and the parties now find it desirable to extend the term of the
Employment Agreement;


 


NOW, THEREFORE, in consideration of the premises set forth
above, the parties hereto hereby agree to the following amendment to the
Employment Agreement:


 


1.               Section 2 is revised
and replaced with the following:


 


2.             Term.      The Executive’s employment pursuant to
this Agreement shall commence on the date hereof and terminate on December 31,
2012 (the “Initial Employment Period”), unless earlier terminated
pursuant to the termination provisions of this Agreement.  Notwithstanding the foregoing sentence, the
Executive’s employment shall automatically renew for successive two-year
periods (each, a “Renewal Period;” the Initial Employment Period and any
Renewal Periods are collectively referred to herein as the “Employment
Period”) at the end of the Initial Employment Period, and at the end of
each Renewal Period, unless notice of non-renewal is given by the Company on or
before July 1st of the year in which the Initial Employment
Period, or any Renewal Period, as applicable, would end, or unless this
Agreement is terminated pursuant to the termination provisions of this
Agreement.  In the event the Company
provides the Executive with a timely notice of non-renewal, the Executive shall
continue his employment according to the terms of this Agreement, until the end
of the Initial Employment Period, or the Renewal Period, as applicable, unless
the parties hereto agree on a different date. 
Non-renewal of this Agreement by the Company shall be considered a
termination in accordance with Section 8(f) of the Agreement, and
termination shall take effect on the applicable date the employment ends, in
accordance with the immediately preceding sentence.  The parties acknowledge and agree that
certain provisions of this Agreement shall continue in effect following the
termination of the Employment Period, as set forth herein.  The non-renewal of Executive’s employment
with the Company shall be at the will of the Company and


 

















 


there
shall be no obligation on the part of the Company or the Executive to continue
such employment.


 


2.               The first sentence of Section 9(b) is
revised and replaced with the following sentence:


 


(b)           Non-Compete
Covenant.  Executive agrees that
during the Employment Period and for the two (2) year period commencing on
the date of termination of this Agreement, Executive shall not, directly or
indirectly, engage in, own, be employed by, become involved or affiliated with,
render services to or in any manner provide services to any business or
enterprise which is competitive with the business of the Company and its subsidiaries.


 


3.               All other provisions of the
Employment Agreement shall remain in full force and effect.


 


4.               The parties hereto
acknowledge that the Compensation Committee of the Company may review the
Executive’s salary at the end of each calendar year and make any
recommendations for adjustment.


 


5.               This Amendment may be
executed in any number of counterparts, by original signature or facsimile,
each of which so executed shall be deemed to be an original, and such
counterparts will together constitute but one document.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Second Amendment to Employment Agreement as of the date first
written above.


 


 


	
  LIME ENERGY CO.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  David Asplund

  	
   

  
	
  Name:
  

  	
  David
  Asplund

  	
   

  
	
  Title:

  	
  Chief
  Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jeffrey Mistarz

  	
   

  
	
  Jeffrey R. Mistarz