Exhibit 10.76


 


MXENERGY HOLDINGS,
INC.


 


2010
First Amendment to

Employment Agreement with Chaitu Parikh


 


This
2010 First Amendment to the Employment Agreement (as defined below), effective May 1,
2010 is hereby entered into as of the 14th day of May, 2010 (the “Amendment Date”),
by and between MXenergy Holdings, Inc. (the “Company”) and Chaitu
Parikh (the “Executive”).


 


WHEREAS, the Company and
the Executive entered into the Employment Agreement by and between the Company
and the Executive, effective February 13, 2008 (the “Employment
Agreement”); and


 


WHEREAS, the Company and the
Executive desire and agree to amend the provisions of the Employment Agreement
as provided below in connection with renewing its term, addressing the
consensual relocation of the Executive’s principal office, and reducing the
risk of potential adverse tax consequences to the Executive 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 Employment Agreement,
effective on the Amendment Date, as follows:


 


1.             Section 1(a) of the Employment
Agreement is amended by revising its last sentence to provide as follows, with bold and italicized text
highlighting new text herein:


 


Executive’s office
shall be located at the Company’s headquarters in Stamford, Connecticut, but shall be relocated to Houston, Texas on a
mutually agreeable date in 2010.


 


2.             Section 2 of the Employment
Agreement is amended in its entirety as follows, with bold
and italicized text highlighting the additions:


 


2.             Term.  Company’s
employment of Executive pursuant to this Agreement shall be for an initial term
of three (3) years (the “Employment Term”), beginning on May 14, 2010 (the “Amendment Effective
Date”) and ending on the third annual anniversary of the Amendment Effective Date or such
earlier date on which Executive’s employment terminates in accordance with Section 6
of this Agreement.  Upon the third annual
anniversary of the Amendment Effective Date and
each anniversary thereof (collectively, the “Expiration Date”), this
Agreement shall automatically renew for a one-year term unless (a) the
Agreement has been earlier terminated under Section 6 or (b) either
party gives written notice not less than 180 days prior to the expiration of
any such term that the Agreement will not be extended.  Upon termination of the then applicable
Employment Term for any reason, Executive shall promptly resign from all
positions held with the Company.


 


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3.             Section 3 of the Employment
Agreement is amended by revising its last sentence to increase the Executive’s
annual base salary by changing “$401,700” to “$450,000”.


 


4.             Section 4 of the Employment
Agreement is amended by adding the following sentence at the end thereof:


 


“Any bonus payable
hereunder shall be paid later than two and one-half (21⁄2) months following the
end of the year in which the Executive first vests in the right to collect the
bonus.”


 


5.             Sections 6(b)(i) and 6(c)(i) of
the Employment Agreement shall each be amended in their entirety to provide as
follows, with bold and italicized text
highlighting new text herein:


 


(i)            Base Salary, PTO, any earned and unpaid
Target Bonus accrued through the Termination Date, and any expense
reimbursements and other benefits due to the Executive under any
Company-provided plans, policies and arrangements, which shall not be paid or
payable later than March 15 of the calendar year after the calendar year
in which the Termination Date occurs; provided that, if
Executive’s Termination Date occurs within the 18-month period following the
date on which the Executive has substantially completed his relocation in 2010
from Stamford, Connecticut to Houston, Texas (the “Relocation Date”),
then the Executive’s benefits hereunder shall also include a relocation package
having terms, condition, and dollar value per component that are substantially
the same as those provided to the Executive in connection with such 2010 relocation
to Houston, Texas;


 


6.             Section 6(e) of the Employment
Agreement shall each be by adding the following text immediately before the end
of clause (C):


 


subject, however, if Executive’s
Termination Date occurs within the 24-month period following the Relocation
Date,  to Executive having first repaid
the full value of all Company-paid expenses associated with his relocation in
2010 from Stamford, Connecticut to Houston, Texas, and subject to the Company’s
right to offset any amounts payable under this Agreement (and to assert all
other debt collection rights allowable by law) in order to enforce its right to
obtain such full repayment;


 


7.             Section 7(d) of the Employment
Agreement is amended by revising clause (ii) of its second sentence to
provide as follows, with bold and italicized text
highlighting new text herein:


 


(ii) Executive
is required to relocate his place of employment, other than a relocation within
fifty (50) miles of the Company’s Houston
offices, it being understood and agreed by the
parties hereto that the Executive’s relocation from the Company’s Stamford to
Houston offices is consensual and does not constitute grounds for a
Constructive Termination hereunder;


 


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8.             Section 12(g) of the Employment
Agreement is amended by revising clause its second sentence to provide as
follows, with bold and italicized text
highlighting new text herein:


 


Except for
injunctive or other equitable relief in aid of arbitration, any dispute or
controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration in Stamford, Connecticut, in accordance with the rules of
the American Arbitration Association then in effect;
provided that such situs shall become Houston, Texas coincidentally with the
date of Executive’s relocation there in accordance with Section 1(a) of
the Employment Agreement.


 


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


 


10.           Nothing herein shall be held to alter, vary or
otherwise affect the terms, conditions, and provisions of the Employment
Agreement, except as noted above; provided that the terms and conditions of the
Employment Agreement shall be deemed to be amended to the extent necessary to
be consistent with the relocation agreement entered into between the parties
coincidentally with execution of this 2010 First Amendment.


 


IN WITNESS WHEREOF, the parties hereto have executed this 2010
First Amendment to the Employment Agreement, and such 2010 First Amendment
shall be effective as of the date first written above.


 


	
   

  	
   

  	
  THE COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MXenergy Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey Mayer

  
	
   

  	
   

  	
   

  	
  Jeffrey Mayer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chaitu Parikh

  
	
   

  	
   

  	
  Name:

  	
  Chaitu Parikh

  



 


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