Exhibit
10.44


 


AMENDMENT
TO THE

LETTER AGREEMENT


 


This AMENDMENT to
the Letter Agreement (as defined below), effective January 1, 2009, is hereby
entered into as of the 30th day of December, 2008, by and between MxEnergy Inc. (the “Company”)
and Robert A. Blake (the “Employee”).


 


WHEREAS, the Company and
the Employee entered into a letter agreement setting forth the details of the
Employee’s employment with the Company on March 27, 2001 (the “Letter
Agreement”); and


 


WHEREAS, the Company and
Employee desire and agree to amend the provisions of the Letter Agreement as
provided below in order to reduce the risk of potential adverse tax
consequences to the Employee under Section 409A of the Internal Revenue Code of
1986, as amended.


 


NOW THEREFORE, in consideration
of the foregoing and for other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned parties agree to
amend the Letter Agreement, effective January 1, 2009, as follows:


 


1.                                       Section 2(b) of
the Letter Agreement is amended as follows, with bold and italicized text highlighting
the additions:


 


b)                                     Additional
Compensation. In addition to your Base Salary, the Company may
pay you such bonuses as senior management of the Company, with the approval of
the Compensation Committee of the Board of Directors, may determine from time
to time; provided,
however, that you must be employed on the date such bonuses are paid in order
to be eligible to receive such bonuses. In making this
determination, senior management and the Compensation Committee will take into
account your performance, the overall performance and growth of the Company and
such other factors as senior management and the Compensation Committee deem
relevant. Nothing in this Agreement is intended to obligate the Company to pay
you any bonuses.


 


2.                                       Section 3(c) of
the Letter Agreement is amended as follows, with bold and italicized text highlighting  the
additions:


 


c)                                      Expenses. The Company
will pay directly, or reimburse you for, the reasonable and necessary expenses that  you incur in
furtherance of and in connection with its business, in accordance with the
policies established from time to time by the Company. You will be responsible
for familiarizing yourself with such policies. The direct payment or reimbursement of expenses pursuant
to this section shall (i) be made no later than the last day of the calendar
year following the calendar year in which the expenses were incurred, (ii) not
affect any expenses eligible for direct payment or reimbursement in any other
calendar year, and (iii) not be liquidated or exchanged for any other benefit.


 

















 


3.                                       The following
is added to the Letter Agreement as new Section 7(a):


 


a)                                      Compliance with
Code Section 409A. To the extent amounts or benefits that become
payable under this Agreement on account of your termination of employment (other
than by reason of your death) constitute “nonqualified deferred compensation
plan” (“Deferred Compensation”) within the meaning of Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), payment of
such amounts and benefits shall commence when you incur a “separation from
service” within the meaning of Treasury Regulation 1.409A-1(h), without regard
to any of the optional provisions thereunder, from the Company and any entity
that would be considered a single employer with the Company under Code Section
414(b) or 414(c) (“Separation from Service”). Such payments or benefits
shall be provided in accordance with the timing provisions of this Agreement by
substituting this Agreement’s references to “termination of employment” or
“termination” with “Separation from Service.” Notwithstanding the foregoing, if
at the time of your Separation from Service, you are a “specified employee”
(within the meaning or Code Section 409A and Treasury Regulation Section
1.409A-3(i)(2)), any such Deferred Compensation will not be paid until after
the earlier of (i) the first business day of the seventh month following your
Separation from Service, or (ii) the date of your death (the “409A Suspension
Period”). Within 14 calendar days after the end of the 409A Suspension
Period, the Company shall then pay to you, without interest, all such Deferred
Compensation that would have otherwise been paid under this Agreement but for
the imposition of the 409A Suspension Period. Thereafter, the Company shall pay
to you any remaining unpaid Deferred Compensation in accordance with this
Agreement as if there had not been a six-month delay imposed by this paragraph.
For the purposes of this Agreement, each payment that is part of a series of
installment payments shall be treated as a separate payment for purposes of
Code Section 409A.


 


4.                                       All Letter
Agreement references to section numbers and defined terms are amended to
reflect the above modifications.


 


5.                                       Nothing herein
shall be held to alter, vary or otherwise affect the terms, conditions, and
provisions of the Letter Agreement, except as noted above.


 


[Signature
to Follow]


 

















 


IN WITNESS WHEREOF, the parties
hereto have executed this Amendment and such Amendment shall be effective as of
the date first written above.


 


	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MxEnergy Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S.J. Murray

  	
   

  	
  /s/ Jeffrey A. Mayer 

  
	
   

  	
  Its: 

  	
  COO

  	
   

  	
  CEO President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert A. Blake, 12/30/08

  
	
   

  	
  Name:

  	
  Robert A. Blake