Amended Agreements



 Exhibit 10.17 
 SECOND AMENDED AT WILL EMPLOYMENT, CONFIDENTIAL 
 INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITION
AND 
 ARBITRATION AGREEMENT 
 THIS SECOND AMENDED AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITION AND ARBITRATION AGREEMENT (the “Second Amended Agreement”) is made as of this 31st day of January 2006, between RASER TECHNOLOGIES, INC. (“Company”) and William Dwyer (“Employee”). 
 RECITALS 
 WHEREAS, Company and Employee
entered into a certain At Will Employment, Confidential Information, Invention Assignment, Noncompetition and Arbitration Agreement (the “Agreement”) on July 8, 2004, and entered into the First Amended Agreement (Agreement and First
Amended Agreement hereafter referred to as “Agreement”) on July 9, 2005, the parties now desire to mutually amend the Agreement in this Second Amended Agreement as set forth below; 
 NOW, THEREFORE, in view of the foregoing recitals which are incorporated as a part of this Second Amended Agreement, and in consideration of the terms
and conditions of this Second Amended Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 
  

	 	7.	Paragraph 2 of the Agreement is amended as follows: 

 Paragraph 2 of the Agreement is amended to delay vesting of 75,000 shares that would issue on February 1, 2006, and 100,000 shares that would issue on August 1, 2006, as follows: 175,000 registered shares that would issue under
the Agreement, to the earlier of the attached vesting schedule or immediately prior to the closing of a Secondary Public Offering. A Secondary Public Offering is defined as a public offering to sell common shares of Company that would close on or
before August 1, 2006 (“Secondary Public Offering”). 
  

	 	8.	If the Company conducts a Secondary Public Offering, Employee will be offered a right to sell up to 100,000 common shares in the Secondary Public Offering. If the Secondary Public
Offering is not closed prior to August 1, 2006, Employee shall continue to vest the shares per columns 1 and 2 of the attached Schedule A, and Employee shall no longer be entitled to participate in the Secondary Public Offering. Company and
Employee may, however, mutually agree to include any or all shares held by Employee in any public offering conducted after August 1, 2006. 

  

	 	9.	The 100,000 shares that vest on August 1, 2007 under the Agreement shall vest according to Schedule A, column 3. 

  

	 	10.	An additional grant of 5,000 shares to Employee will vest according to Schedule A, column 4. 

  

	 	11.	 If Employee resigns or is terminated for any reason except gross negligence or criminal conduct prior to the vesting of any shares pursuant to Schedule A, the
remaining shares will continue to vest as set forth in Schedule A until all shares have vested. If Employee resigns or is terminated for gross negligence or criminal conduct prior to the first business day of August, 2007, 



  

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Employee shall be entitled to receive the unvested shares in columns 1 and 2 per those schedules, and to receive a prorated number of shares equal to
8,333 per month for every full month Employee has been employed by the Company from August 1, 2006 to July 31, 2007 per the schedule in column 3. 


  

	 	12.	The Company recognizes that the employee will enter into a 10b5-1 trading plan to sell a portion of the shares vesting on each date included in Schedule A in order to manage the
employee’s tax liability arising from the vesting schedule. 

  

	 	13.	The Company makes no representations to Employee regarding any tax implications of this Second Amended Agreement. The Company also does not represent that the share price on any
given date shall be the same price of the shares when Employee may have otherwise been entitled to receive shares. 

  

	 	14.	All other provisions of the Agreement shall remain in full force and effect. To the extent any provisions of the Agreement conflict with the provisions of this Second Amended
Agreement, this Second Amended Agreement shall govern. 

 IN WITNESS WHEREOF, Company and Employee have executed this Second
Amended Agreement effective as of the date first set forth above. 
  

									
	COMPANY:	 		 	EMPLOYEE:
			
	RASER TECHNOLOGIES, INC.	 		 	
					
	By:	 	/s/ Brent M. Cook	 		 	By:	 	/s/ William Dwyer
	Its:	 	Chief Executive Officer	 		 		 	William Dwyer

  

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 Schedule A 
  

									
	 	  	1	  	2	  	3	  	4
	 Vesting Dates
	  	New Vesting
Schedule for 75,000
Deferred Shares	  	New Vesting
Schedule for
100,000 Deferred
Shares	  	Revised August
1, 2007 Vesting
Schedule	  	Additional Share
Vesting Schedule
	 Tuesday, August 01, 2006
	  	2,500	  		  		  	
	 Wednesday, August 02, 2006
	  		  	3,200	  		  	
	 Friday, August 04, 2006
	  	2,500	  		  		  	
	 Monday, August 07, 2006
	  		  	3,200	  		  	
	 Wednesday, August 09, 2006
	  	2,500	  		  		  	
	 Thursday, August 10, 2006
	  		  	3,200	  		  	
	 Monday, August 14, 2006
	  	2,500	  		  		  	
	 Tuesday, August 15, 2006
	  		  	3,200	  		  	
	 Thursday, August 17, 2006
	  	2,500	  		  		  	
	 Friday, August 18, 2006
	  		  	3,200	  		  	
	 Tuesday, August 22, 2006
	  	2,500	  		  		  	
	 Wednesday, August 23, 2006
	  		  	3,200	  		  	
	 Friday, August 25, 2006
	  	2,500	  		  		  	
	 Monday, August 28, 2006
	  		  	3,200	  		  	
	 Wednesday, August 30, 2006
	  	2,500	  		  		  	
	 Thursday, August 31, 2006
	  		  	3,200	  		  	
	 Tuesday, September 05, 2006
	  		  	3,200	  		  	
	 Wednesday, September 06, 2006
	  	2,500	  		  		  	
	 Thursday, September 07, 2006
	  	2,500	  		  		  	
	 Friday, September 08, 2006
	  		  	3,200	  		  	
	 Tuesday, September 12, 2006
	  	2,500	  		  		  	
	 Wednesday, September 13, 2006
	  		  	3,200	  		  	
	 Friday, September 15, 2006
	  	2,500	  		  		  	
	 Monday, September 18, 2006
	  		  	3,200	  		  	
	 Wednesday, September 20, 2006
	  	2,500	  		  		  	
	 Thursday, September 21, 2006
	  		  	3,200	  		  	
	 Monday, September 25, 2006
	  	2,500	  		  		  	
	 Tuesday, September 26, 2006
	  		  	3,200	  		  	
	 Thursday, September 28, 2006
	  	2,500	  		  		  	
	 Friday, September 29, 2006
	  		  	3,200	  		  	
	 Tuesday, October 03, 2006
	  	2,500	  		  		  	
	 Wednesday, October 04, 2006
	  		  	3,200	  		  	
	 Friday, October 06, 2006
	  	2,500	  		  		  	
	 Wednesday, October 11, 2006
	  	2,500	  		  		  	
	 Thursday, October 12, 2006
	  		  	3,200	  		  	
	 Monday, October 16, 2006
	  	2,500	  		  		  	
	 Tuesday, October 17, 2006
	  		  	3,200	  		  	
	 Thursday, October 19, 2006
	  	2,500	  		  		  	

  

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 Schedule A 
  

									
	 	  	1	  	2	  	3	  	4
	 Vesting Dates
	  	New Vesting
Schedule for 75,000
Deferred Shares	  	New Vesting
Schedule for
100,000 Deferred
Shares	  	Revised August
1, 2007 Vesting
Schedule	  	Additional Share
Vesting Schedule
	 Friday, October 20, 2006
	  		  	3,200	  		  	
	 Tuesday, October 24, 2006
	  	2,500	  		  		  	
	 Wednesday, October 25, 2006
	  		  	3,200	  		  	
	 Friday, October 27, 2006
	  	2,500	  		  		  	
	 Monday, October 30, 2006
	  		  	3,200	  		  	
	 Wednesday, November 01, 2006
	  	2,500	  		  		  	
	 Thursday, November 02, 2006
	  		  	3,200	  		  	
	 Monday, November 06, 2006
	  	2,500	  		  		  	
	 Tuesday, November 07, 2006
	  		  	3,200	  		  	
	 Thursday, November 09, 2006
	  	2,500	  		  		  	
	 Tuesday, November 14, 2006
	  	2,500	  		  		  	
	 Wednesday, November 15, 2006
	  		  	3,200	  		  	
	 Friday, November 17, 2006
	  	2,500	  		  		  	
	 Monday, November 20, 2006
	  		  	3,200	  		  	
	 Wednesday, November 22, 2006
	  	2,500	  		  		  	
	 Monday, November 27, 2006
	  	2,500	  		  		  	
	 Tuesday, November 28, 2006
	  		  	3,200	  		  	
	 Thursday, November 30, 2006
	  	2,500	  		  		  	
	 Friday, December 01, 2006
	  		  	3,200	  		  	
	 Wednesday, December 06, 2006
	  		  	4,000	  		  	
	 Friday, December 08, 2006
	  		  		  		  	2,500
	 Monday, December 11, 2006
	  		  	3,200	  		  	
	 Wednesday, December 13, 2006
	  		  		  		  	2,500
	 Thursday, December 14, 2006
	  		  	3,200	  		  	
	 Tuesday, December 19, 2006
	  		  	3,200	  		  	
	 Wednesday, January 03, 2007
	  		  		  	2,500	  	
	 Tuesday, January 09, 2007
	  		  		  	2,500	  	
	 Wednesday, January 17, 2007
	  		  		  	2,500	  	
	 Friday, January 19, 2007
	  		  		  	2,500	  	
	 Thursday, January 25, 2007
	  		  		  	2,500	  	
	 Wednesday, January 31, 2007
	  		  		  	2,500	  	
	 Tuesday, February 06, 2007
	  		  		  	2,500	  	
	 Monday, February 12, 2007
	  		  		  	2,500	  	
	 Friday, February 16, 2007
	  		  		  	2,500	  	
	 Thursday, February 22, 2007
	  		  		  	2,500	  	
	 Wednesday, February 28, 2007
	  		  		  	2,500	  	
	 Tuesday, March 06, 2007
	  		  		  	2,500	  	
	 Monday, March 12, 2007
	  		  		  	2,500	  	
	 Friday, March 16, 2007
	  		  		  	2,500	  	
	 Thursday, March 22, 2007
	  		  		  	2,500	  	

  

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 Schedule A 
  

									
	 	  	1	  	2	  	3	  	4
	 Vesting Dates
	  	New Vesting
Schedule for 75,000
Deferred Shares	  	New Vesting
Schedule for
100,000 Deferred
Shares	  	Revised August
1, 2007 Vesting
Schedule	  	Additional Share
Vesting Schedule
	 Wednesday, March 28, 2007
	  		  		  	2,500	  	
	 Tuesday, April 03, 2007
	  		  		  	2,500	  	
	 Monday, April 09, 2007
	  		  		  	2,500	  	
	 Friday, April 13, 2007
	  		  		  	2,500	  	
	 Thursday, April 19, 2007
	  		  		  	2,500	  	
	 Wednesday, April 25, 2007
	  		  		  	2,500	  	
	 Tuesday, May 01, 2007
	  		  		  	2,500	  	
	 Monday, May 07, 2007
	  		  		  	2,500	  	
	 Friday, May 11, 2007
	  		  		  	2,500	  	
	 Thursday, May 17, 2007
	  		  		  	2,500	  	
	 Wednesday, May 23, 2007
	  		  		  	2,500	  	
	 Tuesday, May 29, 2007
	  		  		  	2,500	  	
	 Monday, June 04, 2007
	  		  		  	2,500	  	
	 Friday, June 08, 2007
	  		  		  	2,500	  	
	 Thursday, June 14, 2007
	  		  		  	2,500	  	
	 Wednesday, June 20, 2007
	  		  		  	2,500	  	
	 Tuesday, June 26, 2007
	  		  		  	2,500	  	
	 Monday, July 02, 2007
	  		  		  	2,500	  	
	 Friday, July 06, 2007
	  		  		  	2,500	  	
	 Thursday, July 12, 2007
	  		  		  	2,500	  	
	 Wednesday, July 18, 2007
	  		  		  	2,500	  	
	 Tuesday, July 24, 2007
	  		  		  	2,500	  	
	 Monday, July 30, 2007
	  		  		  	2,500	  	
	 Friday, August 03, 2007
	  		  		  	2,500	  	
	 Thursday, August 09, 2007
	  		  		  	2,500	  	
		  	 	  	 	  	 	  	 
	 Column Totals
	  	75,000	  	100,000	  	100,000	  	5,000
		  	 	  	 	  	 	  	 

  

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