Third Amended At Will Employment



 Exhibit 10.28 
 THIRD AMENDED AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, 
 INVENTION ASSIGNMENT, NONCOMPETITION
AND ARBITRATION AGREEMENT 
 THIS THIRD AMENDED AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITION AND
ARBITRATION AGREEMENT (the “Third Amended Agreement”) is made as of this 31st day of July 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, entered into the First Amended Agreement on July 9, 2005, and entered into the Second Amended Agreement (Agreement, First Amended Agreement and Second Amended Agreement hereafter
referred to as “Agreement”) on January 31, 2006, and 
 WHEREAS, the Company has not declared an open trading window in which
to permit Employee to adopt a 10b5-1 trading plan prior to the commencement of share delivery anticipated in the Second Amended Agreement, the parties now desire to mutually amend the Agreement in this Third Amended Agreement as set forth below;

 NOW, THEREFORE, in view of the foregoing recitals which are incorporated as a part of this Third Amended Agreement, and in consideration
of the terms and conditions of this Third Amended Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 
  

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

 Paragraph 2 of the Agreement is amended to delay delivery of 75,000 shares that vested on August 1, 2005 and would issue from August 1, 2006 through November 30, 2006, and 100,000 shares that vested on August 1, 2006 and
would issue from August 2, 2006 through December 19, 2006, as follows: 175,000 registered shares that would issue under the Agreement according to the attached delivery schedule. 
  

	 	2.	If the Company conducts a Secondary Public Offering prior to November 1, 2006, 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 November 1, 2006, Employee shall continue to receive the shares per columns 1 through 4 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 November 1, 2006. 

  

	 	3.	If Employee resigns or is terminated for any reason except gross negligence or criminal conduct prior to the delivery of any shares pursuant to Schedule A, the remaining shares will
continue to be delivered as set forth in Schedule A until all shares have been delivered. If Employee resigns or is terminated for gross negligence or criminal conduct prior to the first business day of August, 2007, Employee shall be entitled to
receive the undelivered shares per the attached 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 of the Second Amended Agreement. 

  

	 	4.	The Company recognizes that the Employee intends to enter into a 10b5-1 trading plan to sell a portion of the shares being delivered on each date in order to manage the
Employee’s tax liability arising from the delivery schedule. 

  

	 	5.	The Company makes no representations to Employee regarding any tax implications of this Third 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. 









	 	6.	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 Third Amended
Agreement, this Third Amended Agreement shall govern. 

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

									
	COMPANY:	 		 	 EMPLOYEE:

			
	RASER TECHNOLOGIES, INC.	 		 	
					
	By:	 	  	 		 	By:	 	  
	Its:	 	Chief Executive Officer	 		 		 	William Dwyer

  

 2 








 Schedule A 
  

									
	 	  	1	  	2	  	3	  	4
	 Delivery Dates
	  	New Delivery
Schedule for 75,000
Shares vested on
August 1, 2005.	  	New Delivery
Schedule for 15% of
100,000 Shares
vested on August 1,
2006.	  	New Delivery
Schedule for 35%
of 100,000 Shares
vested on August 1,
2006.	  	New Delivery
Schedule for 50%
of 100,000 Shares
vested on
August 1, 2006.
	 Wednesday, November 01, 2006
	  	1,000	  		  		  	
	 Thursday, November 02, 2006
	  	1,000	  		  		  	
	 Monday, November 06, 2006
	  	2,000	  		  		  	
	 Tuesday, November 07, 2006
	  	2,000	  		  		  	
	 Thursday, November 09, 2006
	  	3,000	  		  		  	
	 Tuesday, November 14, 2006
	  	6,000	  		  		  	
	 Wednesday, November 15, 2006
	  	4,000	  		  		  	
	 Friday, November 17, 2006
	  	4,000	  		  		  	
	 Monday, November 20, 2006
	  	6,000	  		  		  	
	 Monday, November 27, 2006
	  	5,000	  		  		  	
	 Tuesday, November 28, 2006
	  	6,000	  		  		  	
	 Thursday, November 30, 2006
	  	5,000	  		  		  	
	 Friday, December 01, 2006
	  	6,000	  		  		  	
	 Tuesday, December 05, 2006
	  	5,000	  		  		  	
	 Wednesday, December 06, 2006
	  		  	5,000	  		  	
	 Thursday, December 07, 2006
	  	5,000	  		  		  	
	 Monday, December 11, 2006
	  		  	4,000	  		  	
	 Tuesday, December 12, 2006
	  	6,000	  		  		  	
	 Thursday, December 14, 2006
	  		  	4,000	  		  	
	 Friday, December 15, 2006
	  	3,000	  		  		  	
	 Monday, December 18, 2006
	  	5,000	  		  		  	
	 Tuesday, December 19, 2006
	  		  	2,000	  		  	
	 Wednesday, January 03, 2007
	  		  		  	2,500	  	
	 Friday, January 05, 2007
	  		  		  	5,000	  	
	 Tuesday, January 09, 2007
	  		  		  	2,500	  	
	 Thursday, January 11, 2007
	  		  		  	5,000	  	
	 Wednesday, January 17, 2007
	  		  		  	2,500	  	
	 Friday, January 19, 2007
	  		  		  	2,500	  	
	 Tuesday, January 23, 2007
	  		  		  	5,000	  	
	 Thursday, January 25, 2007
	  		  		  	2,500	  	
	 Monday, January 29, 2007
	  		  		  	5,000	  	
	 Wednesday, January 31, 2007
	  		  		  	2,500	  	
	 Friday, February 02, 2007
	  		  		  		  	5,000
	 Tuesday, February 06, 2007
	  		  		  		  	3,000
	 Thursday, February 08, 2007
	  		  		  		  	6,000
	 Monday, February 12, 2007
	  		  		  		  	3,000
	 Wednesday, February 14, 2007
	  		  		  		  	6,000
	 Thursday, February 22, 2007
	  		  		  		  	3,000
	 Monday, February 26, 2007
	  		  		  		  	6,000
	 Wednesday, February 28, 2007
	  		  		  		  	3,000
	 Friday, March 02, 2007
	  		  		  		  	6,000
	 Tuesday, March 06, 2007
	  		  		  		  	3,000
	 Thursday, March 08, 2007
	  		  		  		  	6,000
		  	 	  	 	  	 	  	 
	 Column Totals
	  	75,000	  	15,000	  	35,000	  	50,000