GARY J. ZUIDERVEEN AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT

EXHIBIT 10.4

GARY J. ZUIDERVEEN
AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT

AMENDMENT NO. 1
TO
RESTRICTED STOCK AGREEMENT

     This AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT (the “Amendment”) is made and entered into as of December 17, 2009 (the “Effective Date”), by and between PowerSecure International, Inc., a Delaware corporation (the “Company”), and Gary J. Zuiderveen (the “Grantee”).

Recitals

     WHEREAS, the Company and the Grantee have previously entered into that certain Restricted Stock Agreement, dated as of December 10, 2007 (as from time to time amended and restated, the “Restricted Stock Agreement”), pursuant to which the Company has granted to the Grantee restricted shares of Common Stock, par value $.01 per share (“Common Stock”), of the Company, subject to vesting and other terms and conditions set forth in the Restricted Stock Agreement; and

     WHEREAS, the Company and the Grantee desire to amend the terms of the Restricted Stock Agreement as set forth herein;

Agreement

     NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intend to be legally bound hereby, agree as follows:

     1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to them in the Restricted Stock Agreement.

     2. Amendment. The “Vesting Schedule” for the Restricted Shares that were Unvested Shares on the date hereof is hereby modified and amended as set forth on Schedule I hereto.

     3. Effectiveness of Amendment. This Amendment shall be effective as of the date first above written, and all references to the Restricted Stock Agreement, including the terms “this Agreement,” “hereof,” “herein” and the like contained in the Restricted Stock Agreement, shall, as of and after such date, be deemed to be references to the Restricted Stock Agreement as modified by the terms of this Amendment. Except as and to the extent expressly modified by the terms of this Amendment, the Restricted Stock Agreement shall remain in full force and effect in accordance with its terms.

     4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to provisions governing conflicts of laws.

     5. Successor and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

     6. Captions. The captions contained in this Amendment are included for convenience of reference only and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Amendment.

     7. Counterparts. This Amendment may be executed in any number of counterparts (including counterparts executed by less than all parties hereto), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

(Next page is the Signature Page)

SIGNATURE PAGE

     IN WITNESS WHEREOF, this Amendment No. 1 to Restricted Stock Agreement has been executed and delivered by or on behalf of the parties hereto as of the date first set forth above.

SCHEDULE I

Vesting Schedule for Unvested Shares (As Amended)

Vesting Percentage
(Number of Shares)		Vesting Date		Vesting Condition
Service Shares
50% (10,000)		December 10, 2012		Continuous Employment
Performance Shares
10% (2,000)		Day Form 10-K for Fiscal Year 2009 is filed		Shares Vest on Vesting Date
10% (2,000)		Day Form 10-K for Fiscal Year 2010 is filed		Company achieves Restricted Share Performance Goal for Fiscal Year 2010*
10% (2,000)		Day Form 10-K for Fiscal Year 2011 is filed		Company achieves Restricted Share Performance Goal for Fiscal Year 2011*

Restricted Share Performance Goal for Unvested Shares

Fiscal Year		No. Performance Shares				Restricted Share Performance Goal
2009			2,000			Shares Vest on Vesting Date, No Performance Goal
2010			2,000			10% increase over the Company’s 2009 consolidated net income
2011			2,000			10% increase over the Company’s 2010 consolidated net income