Exhibit 10.4

EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT dated as of October 20, 2009, by and between NRDC Acquisition Corp., a Delaware corporation (the “Company”), and John Roche, residing at the address set forth on the signature page hereof (the “Executive”).

          WHEREAS, the Executive agrees to purchase common stock in the amount of up to $2 million dollars, but in no event less than $500,000, at market prices, prior to the record date (for the Special Meeting for the stockholders’ and warrantholders of the Company relating to the Framework Agreement (as defined below)), in connection with the commencement of his employment with the Company; and

          WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer on the terms set forth below.

          Accordingly, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

          1.           Term . The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the date on which the transactions contemplated by the Framework Agreement are consummated (the “Commencement Date”) and continuing for a three-year (3) period, unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to continue for successive one-year (1) periods in accordance with the terms of this Agreement (subject to termination as aforesaid) unless the Company notifies the Executive of non-renewal in writing six (6) months prior to the expiration of the initial term and each annual renewal, as applicable (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”). As referenced herein, the “Framework Agreement” shall mean that certain agreement by and between the Company and NRDC Capital Management, LLC, dated as of August 7, 2009. For the avoidance of doubt, the Agreement, other than Sections 7.9 and 7.15 which shall be operative as of the

date of execution of this Agreement, shall not become effective and the Term shall not commence unless and until the transactions contemplated by the Framework Agreement are consummated, and the Executive begins actually performing services for the Company within five (5) business days thereafter.

          2.          Duties . During the Term, the Executive shall be employed by the Company as Chief Financial Officer, and, as such, the Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Chief Executive Officer of the Company. The Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder; provided, however, that Executive may engage in other activities for Executive’s own account while employed hereunder, including, without limitation, charitable, community and other business activities, provided that such other activities do not materially interfere with the performance of Executive’s duties hereunder.

          3.          Compensation .

                      3.1           Salary .

                      (a)           Subject to Section 3.1(b), the Company shall pay the Executive during the Term a salary at the rate of $500,000 per annum, in accordance with the customary payroll practices of the Company applicable to senior executives. At least annually, the Board of Directors of the Company (the “Board”) shall review the Executive’s Annual Salary and may provide for increases therein as it may in its discretion deem appropriate (such annual salary, as increased, the “Annual Salary”). In addition, the Executive shall receive a payment, within five (5) business days of the Commencement Date, equal to a pro rata portion of the amount of his Annual Salary that would have been payable for the period beginning on September 17, 2009 and ending on the Commencement Date had he been employed by the Company during such period.

                      (b)          Notwithstanding the foregoing, in the event the value of the “trust account” (as defined in the Framework Agreement) following the consummation of the transactions contemplated by the Framework Agreement is less than $410 million, without deduction for any expenses incurred by the

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Company in connection with the transactions contemplated by the Framework Agreement but after deducting the following amounts, (i) any amounts paid to stockholders with whom the Company entered into forward or other contracts to purchase such stockholders’ shares, as issued in the Company’s initial public offering on October 23, 2007 (including shares purchased in the secondary market), and (ii) any amounts paid to the Company’s stockholders who vote against the transactions contemplated by the Framework Agreement and demand that the Company convert their shares into cash, the Executive’s Annual Salary will be reduced pro-rata according to the amount by which the $410 million threshold is not met; provided, however, that the Executive’s Annual Salary will in no event be reduced below $350,000. To the extent the Company later raises additional gross capital up to the $400 million initial target, the Executive’s Annual Salary will be increased pro-rata up to a maximum of $500,000. The parties acknowledge that as of August 31, 2009, there was $410,128,745 (or $409,402,665 net of $726,080 of accrued but unpaid expenses) in the trust account.

                      3.2           Bonus . During the Term, in addition to the Annual Salary, for each fiscal year of the Company ending during the Term, the Executive shall receive an annual bonus of between 0% and 200% of Annual Salary, as determined in the sole discretion of the Board and based on both the Executive’s performance and the performance of the Company (the “Annual Bonus”). Each Annual Bonus shall be paid in the fiscal year following the year for which such bonus is awarded, and in any event shall be paid within 30 days after the financial statements for such prior fiscal year are finalized.

                      3.3           Benefits - In General . Except with respect to benefits of a type otherwise provided for under Section 3.4, the Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, equity incentive plans, retirement plans, fringe benefit programs and similar benefits that may be available to other senior executives of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs.

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                      3.4           Specific Benefits . Without limiting the generality of Section 3.3, the Executive shall be entitled to vacation of twenty (20) business days per year (to be taken at reasonable times in accordance with the Company’s policies) and an automobile allowance of $1,500 per month.

                      3.5           Equity Incentive Compensation . As of the Commencement Date, the Executive shall be granted an award consisting of 50,000 shares of restricted stock and 50,000 stock options under the Company’s Equity Incentive Plan. In accordance with the terms of the Company’s Equity Incentive Plan, the exercise price of such stock options shall be at fair market value of the shares of the Company’s common stock on the date on which the options are granted. The stock options and restricted stock shall each vest in equal installments on the first three anniversaries of the grant date thereof.

                      3.6           Expenses . The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement; provided that the Executive submits proof of such expenses, with the properly completed forms as prescribed from time to time by the Company in accordance with the Company’s policies, plans and/or programs.

          4.          Termination upon Death or Disability . If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If there is a determination by the Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of one hundred eighty (180) days within a twelve (12) month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or Disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive, in a lump sum payment (subject to Section 7.17 of this Agreement) within thirty (30) days following Executive’s termination of employment, (A) Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and

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reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) (x) the Executive’s Annual Salary and (y) an amount equal to the average of the Annual Bonuses awarded to the Executive for the last two years immediately preceding the year in which Executive’s employment is terminated, provided, however, that if no Annual Bonus is awarded to Executive for the year (or two years) preceding the year in which Executive’s employment is terminated, Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $250,000), and (C) the Executive’s car allowance for one (1) year; (ii) all outstanding unvested equity-based inc