LightBeam ElectricCompany 400 Harbor Drive Suite B Sausalito, California Phone ###-###-#### Fax ###-###-####

EX-10.7 12 d834698dex107.htm EX-10.7 EX-10.7

Exhibit 10.7

 

August 11, 2013

LightBeam Electric Company

400 Harbor Drive Suite B

Sausalito, California 94965

Dear Dana:

We are pleased to enter into a consulting arrangement with you, pursuant to which you will provide certain specified services to us in connection with our proposed initial public offering (the “IPO”). The services you will provide are set forth on Exhibit A attached hereto. Our expectation is that these services will take approximately 25 hours per week of your time.

As you know, you will not be receiving any cash or other payments from the date here of through the Closing Date. Rather, on the Closing Date, we will deliver to you the number of shares of the Company’s Common Stock equal to $50,000 per month accumulated between August 1, 2013 and the date of the close of the Company’s initial public offering or sale of the Company’s portfolio to a private party. Such shares will be valued at the IPO price, or the sale price in the private transaction. In addition we will reimburse you for ordinary out-of-pocket expenses you incur on behalf of the Company. The Company will require that you provide appropriate receipts for expenditures.

Such shares of Common Stock will be subject to the same restrictions on transfer that the underwriters require of the executive officers of the Company in connection with the IPO. In the event the IPO or private sale of the Company’s portfolio is not consummated by December 31, 2014, then no compensation shall be paid to you.

This consulting arrangement may be terminated by you or the Company upon 10 days prior written notice to the other party. In the event of such termination you shall be entitled to the value of the shares accrued through the date of termination. Such amount will take into account the monthly amount of the consulting fee divided by the number of days in the month the termination takes effect.

You understand that this consulting arrangement is not an employment arrangement, and you will function solely as a consultant and not an employee.

 

LightBeam Electric Company 400 Harbor Drive Suite B Sausalito, California

Phone ###-###-#### Fax ###-###-####

Mr. Dana Griffith

Page  2

 

I look forward to working with you.

Sincerely,

 

/s/ James Lavelle Agreed:

/s/ Dana Griffith

James Lavelle Dana Griffith                                                                         
Chief Executive Officer

LightBeam Electric Company 400 Harbor Drive Suite B Sausalito, California

Phone ###-###-#### Fax ###-###-####

EXHIBIT A

LightBeam Electric Company Mission, Vision and Goal

By ensuring the enduring values of integrity, accountability, innovation, respect and ethical conduct we will create superior opportunity for our customers, employees, communities and investors by applying our total commitment to a clean environment is driven by our passion to make a difference in the world. We envision a future in which the electric power generated to support our world will come from clean and renewable sources free of the health and environmental hazards of fossil fuel energy.

Everyday we’re taking another step toward achieving our goal of successfully building a top tier global clean and renewable energy utility company. Having such a grand aspiration is inspired by our desire to make a meaningful difference to improve our world.

Dana Griffith Services to LEC

 

  1) Engineering evaluation of all LEC portfolio operating assets.

 

  2) Summary report covering the analysis and recommendations to CEO pertaining to evaluation of portfolio operating assets.

 

  3) Evaluation of all portfolio operations and maintenance (O&M) agreements and reports.

 

  4) Summary report preparation on findings regarding O&M Agreement(s) and reports.

 

  5) Communicate, correspond and engage and manage LEC engineering consultants and O&M firms as it relates to 1) operating asset due diligence 2) ongoing operating asset engineering and power performance.

 

  6) Serve as a key member of the LEC team and, while serving as a team member, conduct your business activities at the highest possible ethical standard, consistently and enthusiastically providing your leadership and expertise and sharing your knowledge freely with your fellow team members to achieve superior results for the team.

 

  7) Work closely with LEC’s CEO to advance LEC’s overall mission, vision, goals and strategy.