Exhibit 10.43


 


March 27,
2001


 


Robert A. Blake

4045 Hobbs Hill Rd

Glenelg, MD 21737


 


Re:                             Employment
Agreement  


 


Dear Bob:


 


The purpose of this letter is to confirm our
agreement as to the terms and conditions of your employment with MxEnergy.com
Inc. (the “Company”).


 


1)              Employment.


 


a)              Employment; Duties. The Company
will employ you, and you agree to be employed by the Company, in the position
of Director of Customer Operations (or in such other management position as we
mutually determine). In such position, you will be responsible for the call
center and data processing operations and for related duties as directed by the
Company.


 


b)             Term of Agreement. The term of
this Agreement will begin on March 31, 2001 (“Employment Date”) and
terminate as specified in Section 4.


 


c)              Performance. During the
term of your employment, beginning with the Employment Date, you will devote
your full time, skill and best efforts to the affairs of the Company and
faithfully and diligently perform your duties under this Agreement. In the
performance of those duties, you will comply with the policies established from
time to time by the Company, the terms of which you will receive and about
which you will be responsible for familiarizing yourself upon your employment.


 


d)             No Outside Services. You agree
that during the term of your employment, beginning with the Employment Date,
you will not perform any services for other employers other than on a voluntary
or pro bono basis unless expressly approved by the Company.


 

















 


2)              Compensation.


 


a)              Base Salary. Effective
with the Employment Date, the Company will pay you a base salary (“Base
Salary”) at an annual rate of $90,000, paid in accordance with its regular
payroll practices.


 


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. 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.


 


c)              Incentive Stock Option Plan. During the
period in which you are an employee of the Company, you will be entitled to
participate, to the extent of your eligibility, in the Company’s Incentive
Stock Option Plan. Subject to the terms of such Plan, any options granted but
not vested shall, in the event of termination for “cause,” be immediately
forfeited to the Company.


 


d)             “At Will.”
Notwithstanding anything herein to the contrary, you acknowledge that the
employment relationship between you and the Company is intended to be, and will
be, strictly “at-will,” meaning that you and the Company are free to terminate
the relationship at any time, with or without reason or “cause.”.


 


e)              For purposes of this
Agreement, “cause” shall mean (i) your conviction of, or pleading guilty
to, a felony-class crime; (ii) any action taken in bad faith by you that
has, or is likely to have, in the Company’s reasonable judgment, a material,
detrimental effect on the reputation of the Company or its business; (iii) an
act of fraud, dishonesty or gross misconduct by you; (iv) a material
breach by you of any provision of this Agreement that has not been cured within
thirty (30) days after written notice of such breach by the Company; or (v) your
negligent or willful failure or refusal to perform your duties, or to comply
with any covenants or agreements, under this Agreement (other than as a result
of a disability, as defined below), after the Company has given you written
notice thereof, and your failure within a reasonable period of time to correct
the acts or omissions described in such notice.


 


3)              Benefits.


 


a)              Benefit Plans. During the
term of your Employment, beginning with the Employment Date, you will be
entitled to participate, to the extent of your


 


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eligibility, in employee benefits comparable to
those that the Company now or in the future makes available to its employees
generally.


 


b)             Vacation; Continuing
Education. During the term of this Agreement, you will be
entitled to such annual vacation, to the extent of your eligibility (three
weeks this calendar year, 4 weeks in future years) and time for attendance at
conferences, seminars or similar educational meetings, as the Company may
determine from time to time.


 


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 by the Company. You will be
responsible for familiarizing yourself with such policies.


 


4)              Transition Period


 


a)              The Transition Period shall
initially be defined as 120 days from the signing of this agreement or until
the Maryland office is available, which occurs first. During the transition
period the Company has agreed to relocate its Louisville, Kentucky office to a
location within the greater Baltimore-Washington metropolitan area that has
been selected by you and approved by the company.


 


b)             Following the transition
period you will perform your principal responsibilities for the Company on a
day-to-day basis from the Maryland office.


 


c)              During the Transition Period
you agree to work in the Louisville Office and to perform such services as
necessary to both further the business and coordinate to move by the Company of
the service office from Louisville to the Maryland office.


 


d)             During the Transition
Period, the Company will pay one hundred percent (100%) of all your reasonable
and necessary expenses. You will agree to work with the Company to management
all Transition Period expenses. The Transition Period expenses include:


 


i)                 Round-trip air travel to and
from BWI and Louisville airports once per week anticipated to be each Friday
evening and Monday morning,


 


ii)              Temporary housing in a
one-bedroom or studio type apartment,


 


iii)           Ground transportation while
in Louisville,


 


iv)          Office parking while working
at the Kentucky service office


 


v)             Airport parking and


 


vi)           Reasonable long-distance
phone expenses


 


e)              If the service office is not
relocated to the Maryland office within the transistion period you elect to
terminate your employment with the Company and the Company will continue to pay
you your base salary for ninety (90) days after your termination.


 


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5)     Termination of Agreement.


 


a)              Termination
without Cause. In the event of a termination
without cause, the Company shall provide you with at least 30 days
advance written notice. In the event of such
a termination, the Company may set an earlier date for your cessation of duties, provided that the Company
shall continue to pay you your Base Salary for a period of 30
days following receipt of the termination notice by the receiving party. In addition, if the Company terminates this Agreement without cause, the Company shall
pay you, as severance, an amount equal
to one month of your Base Salary.


 


b)             Termination for Cause. The Company
may terminate this Agreement immediately and without advance notice to you for
“cause” as defined in section 2 above.


 


c)              Other Termination Events. This
Agreement will terminate immediately upon your death or disability. For
purposes of this Agreement, “disability” shall mean an illness, injury or
condition that renders you incapable of performing your duties on a full-time
basis for a period of at least (three) months.


 


d)             Monies Owing from/to the
Company upon Termination. In the event of your termination for any
reason, you will be paid all compensation due for Base Salary for services
performed to the date of termination, less applicable withholdings and plus any
unreimbursed business expenses or other payments in accordance with the Company
policies. You expressly agree that the Company may deduct from, or offset
against, all amounts due you under this Agreement, all amounts owing from you
to the Company hereunder.


 


6)              Nondisclosure;
Noncompetition.


 


a)              Nondisclosure. You covenant
and agree that except as specifically required in the performance of your
duties hereunder, you will maintain in strictest confidence and not disclose to
any person or business entity or use for your personal benefit, gain or
otherwise, any confidential or proprietary information (whether concerning the
Company or any client of the Company) which you acquire or develop or have
acquired or developed during your employment with the Company. You agree that
upon termination of your employment, you will immediately deliver to the
Company any and all drawings, plans, documents, designs, records and other
written material regarding confidential or proprietary information then in your
possession. You hereby assign to the Company all right, title and interest in
and to any and all ideas, plans, designs and all other information of any kind
that you develop during the period of your employment with the Company and
related to the work that you perform for the Company. You agree to execute any
and all documents necessary to confirm this assignment. You also agree that
your obligations under this Section will survive any termination of this
Agreement.


 


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b)             Noncompetition. You also
covenant and agree that while you are employed by the Company and for a period
of one year following the termination of such employment for any reason,
whether with or without cause, or whether initiated by you or the Company, you
will not directly or indirectly solicit business of the type performed by the
Company from, or work in any capacity for, any person or entity that was a
client of the Company or that was contacted as a client prospect by any
representative of the Company within ninety (90) days prior to such date of
termination. You further agree not to solicit or induce any employee of the
Company to leave its employ or to hire or attempt to hire any such employee.


 


c)              Remedies. You
acknowledge that your services and skills are unique, and that you will have
unique access to key clients of the Company with the express responsibility of
building goodwill with such clients and for the benefit of the Company. You
agree, therefore, that any violation or threatened violation of the provisions
of Section 5 a) or b) of this Agreement will cause irreparable injury to
the Company. Accordingly, you agree that in addition to such other rights and
remedies as the Company may have at law or in equity (including the right to
recover damages), the Company will be entitled to temporary and permanent
injunctive relief in the event of any violation or threatened violation by you
of the provisions of Section 5a) or b) of this Agreement.


 


d)             Enforceability. You
acknowledge that the restrictions contained in this Section 5 are
reasonable and that you have received significant and adequate consideration in
exchange for them. It is our mutual intention that these restrictions be
enforced to the fullest extent permitted by law. Therefore, should a court of
competent jurisdiction hold the restrictions, or any portion thereof, to be
invalid, the restrictions or such portion will be deemed automatically amended
to the extent made necessary by the court’s opinion.


 


7)     Miscellaneous.


 


a)              Company Property. You agree
that any computers or other goods purchased by the Company or delivered to you
by the Company for your use in connection with your work under this Agreement
shall remain property of the Company and shall be returned to the Company
immediately upon request of the Company; provided, however, that you may, at
any time, purchase such computers or other goods from the Company at cost;
provided, further, that in the event your engagement under this Agreement is
terminated you will deliver or return to the Company any information stored or
contained in any such computer.


 


b)             Entire Agreement. This
Agreement constitutes our entire agreement with respect to the subject matter
hereof and supersedes all prior oral or written agreements, commitments or
understandings with respect to the matters provided for herein.


 


c)              Amendments; Waivers. This
Agreement may not be amended, modified, superseded, cancelled, renewed or
extended except by written instrument


 


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executed by both of us. The
failure of either of us to require performance of any provision of this
Agreement will not affect our right at a later time to enforce it. Any waiver
by either of us of a breach of any provision of this Agreement in any one or
more instances will not be deemed a continuing waiver of that breach or a
waiver of a breach of any other provision of this Agreement.


 


d)             Notices. Any notice or
other communication under this Agreement must be in writing and either
hand-delivered or sent by confirmed facsimile transmission, nationally-utilized
overnight delivery service or certified or registered mail (postage prepaid,
return receipt requested), addressed to each of us at our respective addresses
set forth above or at such other address as to which either of us may notify
the other in the manner set forth in this Section 6d). Any such notice or
other communication shall be deemed received on the date delivered if
hand-delivered or sent by confirmed facsimile transmission or
nationally-utilized overnight delivery service, or three business days after
deposit in the mails, if mailed.


 


e)              Assignability. The Company
will have the right to assign this Agreement to its successors or assigns,
including any person that acquires all or substantially all of its assets or
membership interests, or with which the Company merges or consolidates. This
Agreement and the benefits hereunder are personal to you. You cannot assign or
transfer them, nor may you delegate your duties hereunder to any person, firm
or Company.


 


f)                Binding Effect. This
Agreement will be binding upon and inure to the benefit of each of us and our
respective successors, heirs, executors, administrators, other legal
representatives or permitted assigns, as the case may be.


 


g)             Severability. If any
provision of this Agreement is declared void by a court, governmental agency or
other entity of competent jurisdiction, the remaining provisions of this
Agreement will remain in full force and effect.


 


h)             Governing Law. I agree that
I will submit to arbitration any claims arising out of or relating to my
application or candidacy for employment, employment and/or cessation of
employment by MxEnergy or its affiliates. Such arbitration shall be conducted
in Stamford, CT before and in accordance with the procedures of the American
Arbitration Association. This Agreement shall be governed by and construed
under the laws of the State of Connecticut, without regard to its choice of law
rules.


 


If the foregoing accurately reflects your
understanding of the terms and conditions of your engagement and employment by
the Company, please so indicate by signing the enclosed counterpart of this
letter and returning it to the Company.


 


	
   

  	
  MxEnergy.com Inc.

  



 


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  By:

  	
  /s/ Jeffrey A. Mayer

  
	
   

  	
   

  	
  Jeffrey A. Mayer

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  
	
  Agreed to and accepted as of

  
	
  this 27th day of March 2001.

  
	
   

  
	
   

  
	
  /s/ Bob Blake

  	
   

  
	
  Bob Blake

  	
   

  



 


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