exv10w4






EXHIBIT 10.4




GARY J. ZUIDERVEEN

AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT




 









 








AMENDMENT NO. 1

TO

RESTRICTED STOCK AGREEMENT




     This AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT (the “Amendment”) is made and entered into
as of December 17, 2009 (the “Effective Date”), by and between PowerSecure International, Inc., a
Delaware corporation (the “Company”), and Gary J. Zuiderveen (the “Grantee”).



Recitals




     WHEREAS, the Company and the Grantee have previously entered into that certain Restricted
Stock Agreement, dated as of December 10, 2007 (as from time to time amended and restated, the
“Restricted Stock Agreement”), pursuant to which the Company has granted to the Grantee restricted
shares of Common Stock, par value $.01 per share (“Common Stock”), of the Company, subject to
vesting and other terms and conditions set forth in the Restricted Stock Agreement; and



     WHEREAS, the Company and the Grantee desire to amend the terms of the Restricted Stock
Agreement as set forth herein;



Agreement




     NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intend to be legally bound hereby, agree as follows:



     1. Definitions. Capitalized terms used in this Amendment and not otherwise defined
herein shall have the respective meanings given to them in the Restricted Stock Agreement.



     2. Amendment. The “Vesting Schedule” for the Restricted Shares that were Unvested
Shares on the date hereof is hereby modified and amended as set forth on Schedule I hereto.



     3. Effectiveness of Amendment. This Amendment shall be effective as of the date
first above written, and all references to the Restricted Stock Agreement, including the terms
“this Agreement,” “hereof,” “herein” and the like contained in the Restricted Stock Agreement,
shall, as of and after such date, be deemed to be references to the Restricted Stock Agreement as
modified by the terms of this Amendment. Except as and to the extent expressly modified by the
terms of this Amendment, the Restricted Stock Agreement shall remain in full force and effect in
accordance with its terms.



     4. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to provisions governing conflicts of laws.



     5. Successor and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns.



 









 





     6. Captions. The captions contained in this Amendment are included for convenience of
reference only and do not define, limit, explain or modify this Agreement or its interpretation,
construction or meaning and are in no way to be construed as a part of this Amendment.



     7. Counterparts. This Amendment may be executed in any number of counterparts
(including counterparts executed by less than all parties hereto), each of which shall be deemed to
be an original, but all of which together shall constitute one and the same instrument.



(Next page is the Signature Page)




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SIGNATURE PAGE




     IN WITNESS WHEREOF, this Amendment No. 1 to Restricted Stock Agreement has been executed and
delivered by or on behalf of the parties hereto as of the date first set forth above.



	 	 	 	 	 
	 	POWERSECURE INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Sidney Hinton
 	 
	 	 	Sidney Hinton, President and 	 
	 	 	Chief Executive Officer 	 
	 
	 	GRANTEE:

 	 
	 	/s/ Gary J. Zuiderveen
 	 
	 	Gary J. Zuiderveen 	 
	 	 	 



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SCHEDULE I




Vesting Schedule for Unvested Shares (As Amended)




	 	 	 	 	 
	Vesting Percentage	 	 	 	 
	(Number of Shares)	 	Vesting Date	 	Vesting Condition
	 
	 	 	 	 
	Service Shares
	 	 	 	 
	 
	 	 	 	 
	50% (10,000)

	 	December 10, 2012
	 	Continuous Employment
	 
	 	 	 	 
	Performance Shares
	 	 	 	 
	 
	 	 	 	 
	10% (2,000)

	 	Day Form 10-K for
Fiscal Year 2009 is filed
	 	Shares Vest on Vesting Date
	 
	 	 	 	 
	10% (2,000)

	 	Day Form 10-K for
Fiscal Year 2010 is filed
	 	Company achieves Restricted Share
Performance Goal for Fiscal Year 2010*
	 
	 	 	 	 
	10% (2,000)

	 	Day Form 10-K for
Fiscal Year 2011 is filed
	 	Company achieves Restricted Share
Performance Goal for Fiscal Year 2011*








 




			
	*	 	In the event that the Company fails to achieve the Restricted Share Performance Goal for any
Fiscal Year, the Performance Restricted Shares that did not vest for that Fiscal Year shall vest in
the subsequent Fiscal Year but only if the Company exceeds by 10% the Restricted Share Performance
Goal for that subsequent fiscal year.





Restricted Share Performance Goal for Unvested Shares




	 	 	 	 	 	 	 
	Fiscal Year	 	No. Performance Shares	 	Restricted Share Performance Goal
	 
	 	 	 	 	 	 
	2009

	 	 	2,000	 	 	Shares Vest on Vesting Date,
No Performance Goal
	 
	 	 	 	 	 	 
	2010

	 	 	2,000	 	 	10% increase over the Company’s
2009 consolidated net income
	 
	 	 	 	 	 	 
	2011

	 	 	2,000	 	 	10% increase over the Company’s
2010 consolidated net income







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