Exhibit 10.3


 


Assignment and First Amendment of Employment Agreement


 


This
Assignment and First Amendment of Employment Agreement dated June 3, 2010
(“Assignment and Amendment”) is by and among John O’Rourke (the “Executive”),
Applied Energy Management, Inc., a Massachusetts corporation (“AEM”)
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, AEM and Executive are parties to that certain
Employment Agreement dated June 10, 2008 (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, AEM and Executive both desire that the Employment
Agreement be assigned to the Company, thereby making Executive a direct
employee of the Company, and the Company agrees to this assignment; and


 


WHEREAS, the Employment Period terminates on June 9,
2011, 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 assignment and
amendment of the Employment Agreement:


 


1.               Assignment.  Notwithstanding any provision in the Employment
Agreement to the contrary, for value received, the receipt and sufficiency of
which are hereby acknowledged, upon the execution of this Assignment and Amendment
by the parties hereto, AEM does hereby assign, transfer and convey all of its right,
title and interest, and all of its obligations, in the Employment Agreement to the
Company, and the Company does hereby assume all right, title, interest and
obligations of AEM in the Employment Agreement and agrees to be bound thereby.  Executive acknowledges and consents to the
foregoing assignment and assumption and agrees to be bound thereby.   Each of the parties hereto agrees to
cooperate at all times from and after the date hereof with respect to all of
the matters described herein, and to execute such further assignments, releases,
assumptions, amendments of the Employment Agreement, notifications and other
documents as may be reasonably requested for the purpose of giving effect to,
or evidencing or giving notice of, the transactions contemplated by this
Assignment and Amendment.


 


1

















 


2.               Amendment.


 


a.               The Employment Agreement is
hereby amended to reflect the foregoing assignment and assumption, and all
references in the Employment Agreement to AEM are hereby amended to refer to the
Company.


 


b.              Section 2 of the
Employment Agreement 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 6(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.


 


c.               Section 11 of the
Employment Agreement is revised and replaced with the following:


 


11.           Survival
of Covenants.  The covenants set
forth in Sections 6, 7, 8, 9, 10, 11, and 13 of this Agreement shall survive
the termination of this Agreement.


 


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


 


2

















 


4.               This Assignment and
Amendment shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.


 


5.               The parties hereto
acknowledge that the Agreement does not contain a Section 12.


 


6.               This Assignment and
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 Assignment and First Amendment of Employment Agreement as of the
date first written above.


 


 


APPLIED
ENERGY MANAGEMENT, INC.


 


 


	
  By:

  	
  /s/
  David Asplund

  	
   

  
	
  Name:

  	
   David Asplund

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LIME ENERGY CO.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  David Asplund

  	
   

  
	
  Name:
  

  	
  David
  Asplund

  	
   

  
	
  Title:

  	
  Chief
  Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  JOHN O’ROURKE, individually,
  as the “Executive”

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ John O’Rourke

  	
   

  
	
  John O’Rourke

  	
   

  



 


3