Exhibit 10.4


 


FIRST AMENDMENT


TO EXECUTIVE EMPLOYMENT AGREEMENT


 


This First Amendment (this “Amendment”)
to the Executive Employment Agreement dated as of October 29, 2010 (the “Agreement”) between Michael D. Farkas, an
individual (“Executive”) and Car Charging Group, Inc., a Nevada Corporation (the “Company”) is hereby made
and entered effective between Executive and the Company as of the latest date below.


 


WHEREAS, as a condition
and as an inducement to the Purchasers to enter into that certain Securities Purchase Agreement (“SPA”) entered into
between the Company and the Purchasers entered into on even date herewith, Executive understands that the Purchasers have required,
and the Company has agreed to obtain certain amendments to the Agreement.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree and confirm as follows:


 


1.             At
a Special Meeting of the Company’s Board of Directors held on April 17, 2014, Executive’s Base Salary was increased
from thirty thousand dollars ($30,000) per month to forty thousand dollars ($40,000.00) per month. Further, upon the Company’s
successful uplisting to NYSE or NASDAQ, a further increase to fifty thousand dollars ($50,000) per month was approved.


 


2.             Until
all the funds have been released from the Escrow Account in accordance with the SPA, the Salary of Executive shall be reduced to
twenty thousand dollars ($20,000) per month in cash and the remaining amount payable (i) shall be deferred (unless paid in kind)
and (ii) must be determined by the compensation committee of the Company’s Board of Directors to be fair and equitable. Until
the Series C Preferred Shares are no longer outstanding, salary shall only be paid in cash if doing so would not put the Company
in a negative operating cash flow position for any such pay period,.


 


3.             After
the Second Milestone has been met, Executive’s Salary shall be determined by the compensation committee of the Company’s
Board of Directors.


 


4.             Upon
closing of the transaction contemplated by the SPA, the Company shall pay to Executive, and Executive shall accept, an amount of
Preferred Shares (as defined in the SPA) equal to the total amount of accrued and unpaid Salary currently due to Executive based
on the Purchase Price (as defined in the SPA) in full and complete satisfaction of all amounts currently owed to Executive under
the Agreement.


 


5.             General
References. Upon and after the effective date, each reference to the Agreement in the Agreement shall mean and be a reference
to the Agreement as amended by this Amendment.


 


6.              Continued
Effectiveness. To the extent that the provisions of this Amendment are inconsistent with the terms and conditions of the Agreement,
the terms and conditions hereof shall control. Except at modified hereby, all remaining terms and conditions of the Agreement shall
remain in full force and effect.


 


IN WITNESS WHEREOF, the parties
have executed this Amendment as of December 23, 2014.


 


	CAR CHARGING GROUP, INC.	 	EXECUTIVE	 
	 	 	 	 
		 	 	 
	Andy Kinard, President	 	Michael D. Farkas