Exhibit A EXECUTIVE EMPLOYMENT AGREEMENT

a.

Executive will serve as an employee of the Company in the position and having the title set forth on Exhibit A and will have duties and obligations as may be detailed on Exhibit A, as same may be modified by the Board from time to time in accordance with this Agreement.  In such capacity, Executive will have the normal duties, responsibilities, and authority of such position, and will report to and be subject to the authority of the person(s) identified on Exhibit A.

b.

During the Employment Period, Executive will devote substantially all of Executive’s business time and attention to the performance of Employee’s duties under this Agreement and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services or Executive’s exercise of judgment in the Company’s best interests, either directly or indirectly, without the prior written consent of the Board in each instance, which consent is in the sole discretion of the Board. Notwithstanding the foregoing, Executive will be permitted: (i) with the prior   written consent of the Board in each instance (which consent will not be unreasonably withheld or delayed, but the withholding of which consent will in no event constitute “Good Reason” as defined below) act or serve as a director, trustee, committee member or volunteer of any type of business, civic, or charitable organization, as long as such activities do not compete with the business of the Company, interfere with the performance of the Executive’s duties to the Company or interfere with Executive’s exercise of judgment in the Company’s best interests; and (ii) purchase or own less than three percent (3%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that Executive is not a controlling person of, or a member of a group that controls, such corporation.

c.

Executive represents and warrants to the Company that Executive’s acceptance of employment with the Company and the performance of Executive’s duties under this Agreement will not conflict with or result in a violation of any contract, agreement, or understanding to which Executive is a party or is otherwise bound, including without limitation any non-solicitation, non- competition or other similar covenant or agreement with a prior employer.  Executive represents and warrants that in connection with Executive’s employment with the Company, Executive will not use any third party confidential or proprietary information Executive may have obtained in connection with employment with any prior employer or otherwise.

d.

At any time during the Employment Period, the Company will have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and with such terms, as it may determine. All premiums payable will be the obligation of the Company. Executive will have no interest in any such policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying all information required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed on Executive by any such documents.

e.

During the Employment Period, the Company may insure Executive under a directors and officers insurance policy in amounts, and on terms and conditions, no less favorable than those policies made available by the Company to any similarly situated executive.

f.

Cooperation. In consideration of the payments and benefits set forth in this Executive Employment Agreement, Executive agrees, during the period of employment with the Company or any of its subsidiaries or affiliates and thereafter, upon written request of the Company, to provide assistance to the Company and its advisors in connection with any audit, investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company during employment with the Company, or as to which Executive otherwise has knowledge (including being available to the Company upon reasonable notice for interviews and factual investigations, and appearing at the Company’s reasonable request to give testimony without requiring services of a subpoena or other legal process). To the extent reasonably practicable, the Company will coordinate with Executive to minimize scheduling conflicts with Executive’s then current business and personal commitments. The Company will reimburse Executive for all reasonable and documented expenses incurred in connection with such cooperation, including travel, lodging and meals, to the extent, and at the levels, provided to Executive during the Employment Period. Executive will not be required to cooperate against Executive’s own legal interests.

a.

Base Salary and Bonus. The Company will pay Executive a base salary (the “Base Salary”) as set forth on Exhibit A. The Base Salary will be payable in accordance with the Company’s payroll schedule and applicable wage payment laws, but no less frequently than monthly.

b.

Bonus. In the sole discretion of the Board, Executive may be eligible to receive a cash bonus (the “Bonus”), based on the achievement of Executive’s and Company’s performance goals established by the Board, within the measurement period established by the Board (the “Bonus Period”). The Bonus, if any, will be paid on the date that bonuses are paid to similarly situated executives, or if no such date has been established, within sixty (60) days after the end of the applicable Bonus Period.

c.

Compensation Plan. As provided in Exhibit B.

d.

Benefits. During the Employment Period, Executive, will be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis which is no less favorable than is provided to other similarly situated executives of the Company to the extent consistent with applicable law and the eligibility of Executive under the terms of the applicable Employee Benefit Plans.  The Company reserves the right to amend or terminate any Employee Benefit Plan at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law, and no such termination will be considered “Good Reason” for termination of this Agreement by Executive except as specified on Exhibit A.

e.

Company Property.  During the term of Executive’s employment, Executive will be entitled to use of a Company-provided cellular telephone and laptop computer, and other fringe benefits and perquisites consistent with those provided to similarly situated executives of the Company.  Executive acknowledges that all equipment provided by the Company will remain Company property during the Employment Period and thereafter.

f.

Vacation; Paid Time Off. During the Employment Period, Executive will be entitled to _________________ (__) paid days per calendar year (prorated for partial years) of combined vacation and other paid time off, in accordance with the Company’s policies as in effect from time to time and as required by applicable law.

g.

Business Expenses. Executive will be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by Executive in connection with the performance of Executive’s duties in accordance with the Company’s then-current expense reimbursement policies and procedures, including submission of receipts in form as then required by the Company.

i.

Executive’s engagement in dishonesty, fraud, or misconduct injurious to the Company or demonstrably injurious to the Company’s reputation, including without limitation: submission of false claims for expense reimbursement; violations of the Company’s policies against harassment of any kind or nature under federal, state or local laws or regulations; or breach of health or safety regulations as then provided in the Company’s Employee Handbook or other relevant policies;

ii.

Executive’s conviction of (or plea of guilty or nolo contendere to) any crime;

iii.

Executive’s material breach of this Agreement or any other written agreement between the Company and Executive; or

iv.

Executive’s refusal to comply with the reasonable and lawful directives of  any person to whom Executive reports or the Company’s Board, or the directives of the President, Chief Executive Office or Board of Directors of iSun, Inc., a Delaware corporation, or [a Member or Manager of iSun Residential, LLC][[the Board of iSun Residential, Inc.], or Executive’s failure adequately to perform Executive’s duties under this Agreement (other than any such failure resulting from incapacity due to physical or mental illness), after the Company has given notice to Executive and Executive has had ten (10) business days in which to cure such deficiency if such deficiency is subject to cure.

b.

For purposes of this Agreement, “Good Reason” will mean:

i.

a material reduction in Executive’s then-current Base Salary;

ii.

the Company’s failure to pay any portion of Employee’s annual Base Salary or failure to pay any Bonus for which Executive has become eligible in accordance with its terms within ten (10) days of the date such compensation is due;

iii.

the Company’s material breach of this Agreement or any other written agreement between the Company and the Employee after opportunity to cure as provided in 4.b.vii below;

iv.

a material adverse change in Executive’s title, authority, duties or responsibilities (other than temporarily while Executive is physically or mentally incapacitated, or as required by applicable law);

v.

a material adverse change in the reporting structure applicable to Executive not applicable to similarly situated executives of the Company; or

vi.

the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law.

vii.

To terminate Executive’s employment for Good Reason, Executive must provide written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds and the Company must have at least sixty (60) business days from the date on which such notice is provided to cure such circumstances. If Employee does not provide notice to the Company of intent to terminate Employee’s employment for Good Reason within thirty (30) days after the first occurrence of the applicable grounds, Employee will be deemed to have waived Employee’s right to terminate for Good Reason with respect to such grounds.

c.

The Employment Period and Executive’s employment may be terminated by the Company for Cause or by Executive without Good Reason and Executive will be entitled to receive:

i.

any accrued but unpaid Base Salary and accrued but unused vacation and paid time off, which will be paid on the pay date immediately following the date of Executive’s termination in accordance with the Company’s customary payroll procedures and applicable law;

ii.

reimbursement for unreimbursed business expenses properly incurred by Executive, which will be subject to and paid in accordance with the Company’s expense reimbursement policy;

iii.

COBRA benefits and such other employee benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans as of the date of Executive’s termination; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided in this Agreement.

d.

The Employment Period and Executive’s employment may be terminated by the Company without Cause or by Executive for Good Reason. In the event of such termination, Executive will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with the Exhibit C to this Agreement and Executive’s execution, within twenty-one (21) days following receipt, of a release of claims in favor of the Company, its affiliates, subsidiaries, shareholders, officers and directors and its and their successors and assigns in a reasonable and customary form that is provided by the Company (which release is not revoked by Executive if such release includes a revocation period), Executive will be entitled to receive the following:

i.

A lump sum payment or installment payments payable on then-current payroll payment dates, in the discretion of the Company, equal to Executive’s Base Salary less deductions required by law, beginning on the termination date of Executive’s employment for the year in which Executive’s termination occurs (provided that if Executive terminates for Good Reason due to a material reduction in Executive’s Base Salary, the payment will be equal to Executive’s Base Salary prior to such reduction).  In the event Executive’s employment is terminated in the final six months of any year, Executive will be paid a total of six (6) months’ Base Salary less deductions required by law; and

ii.

A lump sum payment equal to the product of (A) the Bonus, if any, that Executive otherwise would have earned for the Bonus Period of Executive’s termination had no termination occurred, based on achievement of the applicable performance goals for such Bonus Period; and (B) a fraction, the numerator of which is the number of days Executive was employed by the Company during the Bonus Period of termination and the denominator of which is the number of days in such Bonus Period (the “Pro Rata Bonus”), less applicable deductions as required by law. This amount will be paid on the date that Bonuses are paid to similarly situated executives.  In no event will this paragraph be construed to require payment of any Bonus other than as prescribed by any then-current Bonus Plan in which Executive participated immediately prior to termination.

e.

Executive’s employment under this Agreement will terminate automatically upon    Executive’s death during the Employment Period.  The Company may terminate Executive’s employment on account of Executive’s Disability. If Executive’s employment is terminated during the Employment Period on account of Executive’s death or Disability, Executive (or Executive’s estate and/or beneficiaries, as the case may be) will be entitled to receive the following:

ii.

a lump sum payment equal to the Pro Rata Bonus, if any, that Executive would have earned for the Bonus Period of Executive’s termination based on the achievement of applicable performance goals for such Bonus Period, which will be payable on the date that bonuses are paid to the Company’s similarly situated executives, but in no event later than one hundred eighty (180) days following the date of Executive’s termination, provided however, that if Executive’s beneficiaries or estate are then entitled to payments from a life insurance policy the premiums of which were paid by Company, the Bonus will be reduced by the amount of payments received or to be received by the beneficiaries or estate under such life insurance policy.

f.

Unless otherwise agreed in writing by the Executive and the Company, termination of Executive’s employment pursuant to this Agreement will be effective on the earliest of (i) thirty (30) days after Employee, for any reason, gives written notice to the Company of Employee’s termination without Good Reason, (ii) the day the Company gives written notice to Executive of Executive’s termination for Cause (provided that other required notices have been provided and cure periods elapsed related to such termination for Cause), (iii) thirty (30) days after the Company, for any reason other than Cause, gives written notice to Executive of Executive’s termination; (iv) sixty (60) days after Executive tenders notice of termination for Good Reason provided the Company has not cured the circumstances giving reason for termination for Good Reason, and further provided that no such termination will occur if the Company is moving reasonably to cure during the sixty day cure period. The notice of termination will specify the termination provision of this Agreement relied upon, and the facts and circumstances claimed to provide a basis for any termination for Cause or for Good Reason. If the Company terminates Executive’s employment for any reason other than Cause, (A) Executive (or Executive’s estate in the event of Executive’s death) will receive compensation through the notice period, and (B) the Company reserves the right to require that Executive not perform any services or report to work during the notice period.

g.

Upon termination of Employee’s employment for any reason, Employee will be deemed to have resigned from all positions that Employee holds as an officer or member of the Board of the Company and/or any of its affiliates.

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