Exhibit 10.1


 


Third Amendment to Employment Agreement


 


This
Third Amendment to Employment Agreement dated June 3, 2010 (“Amendment”)
is by and between David R. Asplund (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 January 23, 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 1 is revised
and replaced with the following:


 


Section 1.               Employment and Duties.  On the terms and subject to the conditions
set forth in this Agreement, the Company agrees to employ Mr. Asplund as
its Chief Executive Officer to render such services as would be customary for a
chief executive officer and to render such other services and discharge such
other responsibilities as the Board of Directors of the Company may, from time
to time, stipulate and which shall not be inconsistent with the position of
Chief Executive Officer. Mr. Asplund’s employment pursuant to this
Agreement shall commence on January 23, 2006 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, Mr. Asplund’s
employment shall automatically renew for successive two-year periods (each, a “Renewal
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 Mr. Asplund with a timely notice of non-renewal, Mr. Asplund
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 3.6 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 3.1
is revised and replaced with the following sentence:


 


3.1           Term.  The term of employment under this Agreement
(the “Employment Period”) shall be the Initial Employment Period and any
Renewal Periods as provided in Section 1, unless earlier terminated
pursuant to the termination provisions set forth herein.


 


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 Mr. Asplund’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 Third Amendment to Employment Agreement as of the date first
written above.


 


 


	
  LIME ENERGY CO.

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Richard P. Kiphart

  	
   

  
	
  Name:
  

  	
  Richard
  P. Kiphart

  
	
  Title:

  	
  Chairman

  
	
   

  
	
   

  
	
  /s/ David Asplund

  	
   

  
	
  David R. Asplund