Exhibit 99.5
AMENDMENT NO. 1 TO
AGREEMENT NOT TO ENGAGE IN PROHIBITED ACTIVITIES
This Amendment No. 1 to Agreement not to Engage in Prohibited Activities
(this "Amendment") is entered into as of November 17, 2005 by and among by and
among Commerce Energy, Inc., formerly known as Commonwealth Energy Corporation
("Commonwealth"), Commerce Energy Group, Inc. ("CEG," and together with
Commonwealth, the "Company") and Xxxxx Xxxxxxx, an individual (the "Executive")
(hereinafter collectively referred to as "the parties").
RECITALS
WHEREAS, the parties desire to amend the Agreement Not to Engage in
Prohibited Activities, dated as of October 8, 2005 (the "Agreement"), by and
among Commonwealth, CEG and Executive, pursuant to the terms set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Section 1 of the Agreement is hereby amended and restated in its entirety
as follows:
Employee hereby voluntarily elects and agrees not to engage in
Prohibited Activities (as defined in Amendment No. 1 to Executive
Employment Agreement by and among CEG, Commonwealth and Executive) for
a period ending on April 9, 2006.
2. No other provisions of the Agreement are affected by this Amendment.
3. If the Executive exercises his right to revoke Sections 5, 11 and 13 of the
Settlement Agreement and General Release (the "Settlement Agreement") by
and between the Executive, Commerce and CEG, dated November 17, 2005,
pursuant to Section 14(c) thereof, which exercise must be effected by a
writing signed by the Executive and delivered to CEG's Chief Executive
Officer before the close of business on the seventh calendar day after the
Executive signs the Settlement Agreement, then this Amendment shall
simultaneously become null and void.
[Signatures to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.
COMMERCE ENERGY GROUP, INC.
/S/ XXXXXX X. BOSS
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Xxxxxx X. Boss
Chief Executive Officer
COMMERCE ENERGY, INC.
(FORMERLY, COMMONWEALTH ENERGY
CORPORATION)
/S/ XXXXXX X. BOSS
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Xxxxxx X. Boss
Chief Executive Officer
EXECUTIVE
/S/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
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