exv10w2



 





Exhibit 10.2




Amendment to Employment Agreement




     This Amendment to the Employment Agreement dated June 30, 2006 by and among Daniel Parke (the
“Executive”) and Parke Acquisition, LLC, a California limited liability company, is entered into as
of October 1, 2007.



W I T N E S S E T H:




     WHEREAS, Parke Acquisition, LLC and Executive are parties to that Employment Agreement dated
June 30, 2006 (the “Employment Agreement”). All capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Employment Agreement;



     WHEREAS, the Company is a wholly owned subsidiary of Lime Energy Co. (formerly known as
Electric City Co.) within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as
amended (the “Code”);



     WHEREAS, the Employment Agreement expires on June 29, 2008 and the Parties now find it
desirable to extend the term of the Employment Agreement; and



     WHEREAS, the Company desires to grant the Executive additional stock options.



     NOW, THEREFORE, in consideration of the premises set forth above, the parties to the Amendment
hereby agree to the following amendments to the Employment Agreement:




	 	1.	 	The first sentence of Section 2 is revised and replaced with the following sentence:






2. Term. The term of the Executive’s employment under this Agreement (the “Employment
Period”) shall commence on the date hereof (the “Commencement Date”), and
expire on December 31, 2010 (the date of termination being referred to herein as
the “Expiration Date”).;




	 	2.	 	Section 5 is hereby amended to add the following at the end thereof:






In addition to the Stock Options, the Executive is hereby granted additional stock options
(the “Additional Stock Options”) to purchase 1,000,000 shares of the Company’s stock at a
price equal to the closing market price of the Company stock on the date of this Amendment
(the “Additional Stock Option Exercise Price”). Such Additional Stock Options shall vest
in accordance with the following schedule:




	 	•	 	On December 31, 2008, so long as Executive is employed by the Company on such date,
Executive shall become immediately vested in Additional Stock Options to purchase
333,334 shares of the Company’s common stock;




 









 












	 	•	 	On December 31, 2009, so long as Executive is employed by the Company on such date,
Executive shall become immediately vested in Additional Stock Options to purchase
333,333 shares of the Company’s common stock; and
	 
	 	•	 	On December 31, 2010, so long as Executive is employed by the Company on such date,
Executive shall become immediately vested in Additional Stock Options to purchase
333,333 shares of the Company’s common stock.






Upon the occurrence of a Change in Control, the Additional Stock Options granted pursuant
to this Section 5 shall be automatically and immediately vested and become exercisable by
Executive, subject to the other applicable terms of this Agreement.




The first 57,735 Addition Stock Options shall be incentive options as that term is defined
in Section 424(f) of the Internal Revenue Code and shall be governed in accordance with the
provisions of the Company’s 2001 Employee Stock Incentive Plan, as amended. The remaining
Additional Stock Options shall be nonstatutory options. If Executive’ employment with the
Company is terminated, as provided in Section 8, such Additional Stock Options (whether or
not vested) shall survive or terminate as provided under Section 8.




	 	3.	 	The term “Stock Options” contained in Sections 6 and 8 of the Employment Agreement
shall hereby be replaced with the words “Stock Options and Additional Stock Options.”
	 
	 	4.	 	All other provisions of the Employment Agreement shall remain in full force and
effect.
	 
	 	5.	 	This Amendment may be executed in any number of counterparts, by original signature
or facsimile, each of which so executed shall be deemed to be an original, and such
counterparts will together constitute but one document.





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
written above.




PARKE ACQUISITION, LLC.




	 	 	 	 	 
	By: 

Name:

	 	/s/ David Asplund
 

David R. Asplund
	 	 
	Title:

	 	Manager	 	 
	 
	 	 	 	 





	 	 	 
	/s/ Daniel Parke
 

Daniel W. Parke