FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the "Amendment") is entered
into on this 28th day of October, 2004, by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the
"Executive"), and Gexa Corp., a Texas corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company and the Executive entered into an employment agreement
as of May 26, 2004 ("the Employment Agreement") and wish to amend said
Employment Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants and
obligations herein set forth, and for other good and valuable consideration, the
receipt, sufficiency and adequacy of which is hereby acknowledged, accepted and
agreed to, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Section 4(a) Compensation shall be modified as follows: The Company
shall pay Executive a salary ("Salary") of $175,000.00 per year effective the
date of this amendment during the Term of the Agreement. From time to time
during the Term of this Agreement, the amount of the Executive's Salary may be
further increased by, and at the sole discretion of, the Compensation Committee
of the Board of Directors of the Company (the "Board" and the "Compensation
Committee"), which shall review the Executive's Salary no less regularly than
annually
2. On May 26, 2005 provided Executive is still in the employ of the
Company, the Company shall grant to the Executive nonqualified stock options
covering 100,000 shares of common stock (the "Options"). May 26, 2005 shall be
the Date of Grant for said Options.The Option will have a strike price
determined under the Plan as of the Date of Grant, will have a 10 year term and
will provide for vesting of one-third of the option shares on each of the first
three anniversaries of the date of Agreement. The Executive is, subject to
compliance with the Plan, eligible for stock options as determined by the
Compensation Committee on an annual basis in their sole discretion.
3. Except as set forth above, the Employment Agreement remains in full
force and effect without amendment.
IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment
as of the date and year first above written.
COMPANY:
GEXA CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
_____________________________
▇▇▇▇ ▇▇▇▇▇▇▇, Chairman & CEO
EXECUTIVE:
By/s/: ▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________
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