Exhibit 10.1


 


ENERNOC, INC.


AMENDED AND RESTATED


2007 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN


 


1.     DEFINITIONS.


 


Unless
otherwise specified or unless the context otherwise requires, the following
terms, as used in this EnerNOC, Inc. 2007 Employee, Director and
Consultant Stock Plan, have the following meanings:


 


Administrator  means the Board of Directors, unless it has
delegated power to act on its behalf to the Committee, in which case the
Administrator means the Committee.


 


Affiliate  means a corporation which, for purposes of
Section 424 of the Code, is a parent or subsidiary of the Company, direct
or indirect.


 


Agreement  means an agreement between the Company and a
Participant delivered pursuant to the Plan, in such form as the Administrator
shall approve.


 


Board of Directors  means the Board of Directors of the Company.


 


Code  means the United States Internal Revenue Code
of 1986, as amended from time to time, and the rules and regulations
promulgated thereunder.


 


Committee  means the committee of the Board of Directors
to which the Board of Directors has delegated power to act under or pursuant to
the provisions of the Plan, the composition of which shall at all times satisfy
the provisions of Section 162(m) of the Code.


 


Common Stock  means shares of the Company’s common stock,
$.001 par value per share.


 


Company  means EnerNOC, Inc., a Delaware
corporation.


 


Disability  or Disabled
means permanent and total disability as defined in Section 22(e)(3) of
the Code.


 


Employee  means any employee of the Company or of an
Affiliate (including, without limitation, an employee who is also serving as an
officer or director of the Company or of an Affiliate), designated by the
Administrator to be eligible to be granted one or more Stock Rights under the
Plan.


 


Fair Market Value  of a Share of Common Stock means:


 


(1)   If the Common Stock is
listed on a national securities exchange or traded in the over-the-counter
market and sales prices are regularly reported for the Common Stock, the
closing or last price of the Common Stock on the composite tape or other
comparable reporting system for the trading day on the applicable date and if
such applicable date is not a trading day, the last market trading day prior to
such date;


 


(2)   If the Common Stock is not
traded on a national securities exchange but is traded on the over-the-counter
market, if sales prices are not regularly reported for the Common Stock for the
trading day referred to in clause (1), and if bid and asked prices for the
Common Stock are regularly reported, the mean between the bid and the asked
price for the Common Stock at the close of trading in the over-the-counter
market for the trading day on which Common Stock was traded on the applicable
date and if such applicable date is not a trading day, the last market trading
day prior to such date; and


 


(3)   If the Common Stock is
neither listed on a national securities exchange nor traded in the
over-the-counter market, such value as the Administrator, in good faith, shall
determine.


 

















 


ISO  means
an option meant to qualify as an incentive stock option under Section 422
of the Code.


 


Non-Qualified Option  means an option which is not intended to
qualify as an ISO.


 


Option  means
an ISO or Non-Qualified Option granted under the Plan.


 


Participant  means an Employee, director or consultant of
the Company or an Affiliate to whom one or more Stock Rights are granted under
the Plan. As used herein, “Participant” shall include “Participant’s Survivors”
where the context requires.


 


Performance-Based Award  means a Stock Grant or Stock—Based Award as
set forth in Paragraph 9 hereof.


 


Performance Goals  means performance goals based on one or more
of the following criteria: (i) pre-tax income or after-tax income;
(ii) income or earnings including operating income, earnings before or
after taxes, interest, depreciation, amortization, and/or extraordinary or
special items; (iii) net income excluding amortization of intangible
assets, depreciation and impairment of goodwill and intangible assets and/or
excluding charges attributable to the adoption of new accounting
pronouncements; (iv) earnings or book value per share (basic or diluted);
(v) return on assets (gross or net), return on investment, return on
capital, or return on equity; (vi) return on revenues; (vii) cash
flow, free cash flow, cash flow return on investment (discounted or otherwise),
net cash provided by operations, or cash flow in excess of cost of capital;
(viii) economic value created; (ix) operating margin or profit
margin; (x) stock price or total stockholder return; (xi) income or
earnings from continuing operations; (xii) cost targets, reductions and
savings, expense management, productivity and efficiencies; and
(xiii) strategic business criteria, consisting of one or more objectives
based on meeting specified market penetration or market share, geographic
business expansion, customer satisfaction, employee satisfaction, human
resources management, supervision of litigation, information technology, and
goals relating to divestitures, joint ventures and similar transactions. Where
applicable, the Performance Goals may be expressed in terms of attaining a
specified level of the particular criterion or the attainment of a percentage
increase or decrease in the particular criterion, and may be applied to one or
more of the Company or an Affiliate of the Company, or a division or strategic
business unit of the Company, all as determined by the Committee. The
Performance Goals may include a threshold level of performance below which no
Performance-Based Award will be issued or no vesting will occur, levels of
performance at which Performance-Based Awards will be issued or specified
vesting will occur, and a maximum level of performance above which no
additional issuances will be made or at which full vesting will occur. Each of
the foregoing Performance Goals shall be evaluated in accordance with generally
accepted accounting principles, where applicable, and shall be subject to
certification by the Committee. The Committee shall have the authority to make equitable
adjustments to the Performance Goals in recognition of unusual or non-recurring
events affecting the Company or any Affiliate or the financial statements of
the Company or any Affiliate, in response to changes in applicable laws or
regulations, or to account for items of gain, loss or expense determined to be
extraordinary or unusual in nature or infrequent in occurrence or related to
the disposal of a segment of a business or related to a change in accounting
principles provided that any such change shall at all times satisfy the
provisions of Section 162(m) of the Code.


 


Plan  means this Amended and Restated
EnerNOC, Inc. 2007 Employee, Director and Consultant Stock Plan.


 


Shares  means shares of the Common Stock as to which
Stock Rights have been or may be granted under the Plan or any shares of
capital stock into which the Shares are changed or for


 


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which
they are exchanged within the provisions of Paragraph 3 of the Plan. The
Shares issued under the Plan may be authorized and unissued shares or shares
held by the Company in its treasury, or both.


 


Stock-Based Award  means a grant by the Company under the Plan
of an equity award or an equity based award which is not an Option or a Stock
Grant, which the Committee may structure to qualify in whole or in part as
“performance-based compensation” under Section 162(m) of the Code.


 


Stock Grant  means a grant by the Company of Shares under
the Plan, which the Committee may structure to qualify in whole or in part as
“performance-based compensation” under Section 162(m) of the Code.


 


Stock Right  means a right to Shares or the value of
Shares of the Company granted pursuant to the Plan—an ISO, a Non-Qualified
Option, a Stock Grant or a Stock-Based Award.


 


Survivor  means a deceased Participant’s legal
representatives and/or any person or persons who acquired the Participant’s
rights to a Stock Right by will or by the laws of descent and distribution.


 


2.     PURPOSES
OF THE PLAN.


 


The
Plan is intended to encourage ownership of Shares by Employees and directors of
and certain consultants to the Company and its Affiliates in order to attract
and retain such people, to induce them to work for the benefit of the Company
or of an Affiliate and to provide additional incentive for them to promote the
success of the Company or of an Affiliate. The Plan provides for the granting
of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards.


 


3.     SHARES
SUBJECT TO THE PLAN.


 


(a)   The number of
Shares which may be issued from time to time pursuant to this Plan shall be the
sum of: (i) 2,600,000 shares of Common Stock and (ii) any shares of
Common Stock that are represented by awards granted under the Company’s 2003
Stock Option and Incentive Plan that are forfeited, expire or are cancelled
without delivery of shares of Common Stock or which result in the forfeiture of
shares of Common Stock back to the Company on or after the date on which this
Plan became effective, or the equivalent of such number of Shares after the Administrator,
in its sole discretion, has interpreted the effect of any stock split, stock
dividend, combination, recapitalization or similar transaction in accordance
with Paragraph 25 of this Plan; provided, however, that no more than
1,000,000 Shares shall be added to the Plan pursuant to subsection (ii).


 


(b)   Notwithstanding
Subparagraph (a) above, on the first day of each fiscal year of the
Company during the period beginning in fiscal year 2008, and ending on the
second day of fiscal year 2017, the number of Shares that may be issued from
time to time pursuant to the Plan, shall be increased by an amount equal to the
lesser of (i) 520,000 or the equivalent of such number of Shares after the
Administrator, in its sole discretion, has interpreted the effect of any stock
split, stock dividend, combination, recapitalization or similar transaction in
accordance with Paragraph 25 of the Plan; and (ii) an amount
determined by the Board.


 


(c)   If an Option
ceases to be “outstanding”, in whole or in part (other than by exercise), or if
the Company shall reacquire (at not more than its original issuance price) any
Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock
Right expires or is forfeited, cancelled, or otherwise terminated or results in
any Shares not being issued, the unissued Shares which were subject to such
Stock Right shall again be available for issuance from time to time pursuant to
this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in
whole or in part, by tender of Shares or if the Company’s tax withholding
obligation is satisfied by withholding Shares, the number of Shares


 


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deemed to have been issued
under the Plan for purposes of the limitation set forth in Paragraph 3(a) above
shall be the number of Shares that were subject to the Stock Right or portion
thereof, and not the net number of Shares actually issued.


 


4.     ADMINISTRATION
OF THE PLAN.


 


The
Administrator of the Plan will be the Board of Directors, except to the extent
the Board of Directors delegates its authority to the Committee, in which case
the Committee shall be the Administrator. Notwithstanding the foregoing, the
Board of Directors may not take any action that would cause any outstanding Stock
Right that would otherwise qualify as performance-based compensation to fail to
so qualify under Section 162(m).


 


Subject
to the provisions of the Plan, the Administrator is authorized to:


 


a.     Interpret the provisions of
the Plan and all Stock Rights and to make all rules and determinations
which it deems necessary or advisable for the administration of the Plan;


 


b.     Determine which Employees,
directors and consultants shall be granted Stock Rights;


 


c.     Determine the number of
Shares for which a Stock Right or Stock Rights shall be granted, provided,
however, that in no event shall Stock Rights with respect to more than 130,000
Shares be granted to any Participant in any fiscal year;


 


d.     Specify the terms and
conditions upon which a Stock Right or Stock Rights may be granted;


 


e.     Determine Performance Goals
no later than such time as required to ensure that a Performance-Based Award
which is intended to comply with the requirements of Section 162(m) of
the Code so complies;


 


f.      Make changes to any outstanding
Stock Right, including, without limitation, to reduce or increase the exercise
price or purchase price, accelerate the vesting schedule or extend the
expiration date, provided that no such change shall impair the rights of a
Participant under any grant previously made without such Participant’s consent;


 


g.     Make any adjustments in the
Performance Goals included in any Performance-Based Awards provided that such
adjustments comply with the requirements of Section 162(m) of the
Code;


 


h.     Buy out for a payment in
cash or Shares, a Stock Right previously granted and/or cancel any such Stock
Right and grant in substitution therefor other Stock Rights, covering the same
or a different number of Shares and having an exercise price or purchase price
per share which may be lower or higher than the exercise price or purchase
price of the cancelled Stock Right, based on such terms and conditions as the
Administrator shall establish and the Participant shall accept; and


 


i.      Adopt any sub-plans
applicable to residents of any specified jurisdiction as it deems necessary or
appropriate in order to comply with or take advantage of any tax or other laws
applicable to the Company or to Plan Participants or to otherwise facilitate
the administration of the Plan, which sub-plans may include additional
restrictions or conditions applicable to Stock Rights or Shares issuable
pursuant to a Stock Right;


 


provided, however, that all
such interpretations, rules, determinations, terms and conditions shall be made
and prescribed in the context of preserving the tax status under
Section 422 of the Code of those Options which are designated as ISOs and
in accordance with Section 162(m) of the Code for all other Stock
Rights to which the Committee has determined Section 162(m) is applicable.
Subject to the foregoing, the interpretation and construction by the
Administrator of any provisions of the Plan or of any Stock Right granted under
it shall be final, unless otherwise determined by the Board of Directors, if
the Administrator is the Committee. In addition, if the Administrator is the
Committee, the Board of 


 


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Directors may take any
action under the Plan that would otherwise be the responsibility of the
Committee.


 


To
the extent permitted under applicable law, the Board of Directors or the
Committee may allocate all or any portion of its responsibilities and powers to
any one or more of its members and may delegate all or any portion of its
responsibilities and powers to any other person selected by it. The Board of
Directors or the Committee may revoke any such allocation or delegation at any
time.


 


5.     ELIGIBILITY
FOR PARTICIPATION.


 


The
Administrator will, in its sole discretion, name the Participants in the Plan,
provided, however, that each Participant must be an Employee, director or
consultant of the Company or of an Affiliate at the time a Stock Right is
granted. Notwithstanding the foregoing, the Administrator may authorize the
grant of a Stock Right to a person not then an Employee, director or consultant
of the Company or of an Affiliate; provided, however, that the actual grant of
such Stock Right shall be conditioned upon such person becoming eligible to
become a Participant at or prior to the time of the execution of the Agreement
evidencing such Stock Right. ISOs may be granted only to Employees.
Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to
any Employee, director or consultant of the Company or an Affiliate. The
granting of any Stock Right to any individual shall neither entitle that
individual to, nor disqualify him or her from, participation in any other grant
of Stock Rights.


 


6.     TERMS
AND CONDITIONS OF OPTIONS.


 


Each
Option shall be set forth in writing in an Option Agreement, duly executed by
the Company and, to the extent required by law or requested by the Company, by
the Participant. The Administrator may provide that Options be granted subject
to such terms and conditions, consistent with the terms and conditions
specifically required under this Plan, as the Administrator may deem
appropriate including, without limitation, subsequent approval by the
shareholders of the Company of this Plan or any amendments thereto. The Option
Agreements shall be subject to at least the following terms and conditions:


 


a.     Non-Qualified
Options:  Each Option
intended to be a Non-Qualified Option shall be subject to the terms and
conditions which the Administrator determines to be appropriate and in the best
interest of the Company, subject to the following minimum standards for any
such Non-Qualified Option:


 


i.      Option
Price:  Each Option Agreement shall
state the option price (per share) of the Shares covered by each Option, which
option price shall be determined by the Administrator but shall not be less than
the Fair Market Value per share of Common Stock.


 


ii.     Number
of Shares:  Each Option
Agreement shall state the number of Shares to which it pertains.


 


iii.    Option
Periods:  Each Option
Agreement shall state the date or dates on which it first is exercisable and
the date after which it may no longer be exercised, and may provide that the
Option rights accrue or become exercisable in installments over a period of
months or years, or upon the occurrence of certain conditions or the attainment
of stated goals or events.


 


iv.    Option
Conditions:  Exercise of
any Option may be conditioned upon the Participant’s execution of a Share
purchase agreement in form satisfactory to the Administrator providing for
certain protections for the Company and its other shareholders, including
requirements that:


 


A.    The Participant’s or the
Participant’s Survivors’ right to sell or transfer the Shares may be
restricted; and


 


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B.    The Participant or the
Participant’s Survivors may be required to execute letters of investment intent
and must also acknowledge that the Shares will bear legends noting any
applicable restrictions.


 


b.     ISOs:  Each Option intended to be an ISO shall be
issued only to an Employee and be subject to the following terms and
conditions, with such additional restrictions or changes as the Administrator
determines are appropriate but not in conflict with Section 422 of the
Code and relevant regulations and rulings of the Internal Revenue Service:


 


i.      Minimum
standards:  The ISO
shall meet the minimum standards required of Non-Qualified Options, as
described in Paragraph 6(a) above.


 


ii.     Option
Price:  Immediately before the ISO is
granted, if the Participant owns, directly or by reason of the applicable
attribution rules in Section 424(d) of the Code:


 


A.    10% or less of the total combined voting power
of all classes of stock of the Company or an Affiliate, the Option price per
share of the Shares covered by each ISO shall not be less than 100% of the Fair
Market Value per share of the Shares on the date of the grant of the Option; or


 


B.    More than 10% of the total
combined voting power of all classes of stock of the Company or an Affiliate,
the Option price per share of the Shares covered by each ISO shall not be less
than 110% of the Fair Market Value on the date of grant.


 


iii.    Term of Option:  For Participants who own:


 


A.    10% or less of the total combined voting power
of all classes of stock of the Company or an Affiliate, each ISO shall
terminate not more than ten years from the date of the grant or at such earlier
time as the Option Agreement may provide; or


 


B.    More than 10% of the total
combined voting power of all classes of stock of the Company or an Affiliate,
each ISO shall terminate not more than five years from the date of the grant or
at such earlier time as the Option Agreement may provide.


 


iv.    Limitation
on Yearly Exercise:  The Option
Agreements shall restrict the amount of ISOs which may become exercisable in
any calendar year (under this or any other ISO plan of the Company or an
Affiliate) so that the aggregate Fair Market Value (determined at the time each
ISO is granted) of the stock with respect to which ISOs are exercisable for the
first time by the Participant in any calendar year does not exceed $100,000.


 


7.     TERMS
AND CONDITIONS OF STOCK GRANTS.


 


Each
offer of a Stock Grant to a Participant shall state the date prior to which the
Stock Grant must be accepted by the Participant, and the principal terms of
each Stock Grant shall be set forth in an Agreement, duly executed by the
Company and, to the extent required by law or requested by the Company, by the
Participant. The Agreement shall be in a form approved by the Administrator and
shall contain terms and conditions which the Administrator determines to be
appropriate and in the best interest of the Company, subject to the following
minimum standards:


 


(a)   Each Agreement shall state
the purchase price (per share), if any, of the Shares covered by each Stock
Grant, which purchase price shall be determined by the Administrator but shall
not be less than the minimum consideration required by the Delaware General
Corporation Law on the date of the grant of the Stock Grant;


 


(b)   Each Agreement shall state
the number of Shares to which the Stock Grant pertains; and


 


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(c)   Each Agreement shall include
the terms of any right of the Company to restrict or reacquire the Shares
subject to the Stock Grant, including the time or attainment of Performance
Goals upon which such rights shall accrue and the purchase price therefor, if
any.


 


8.     TERMS
AND CONDITIONS OF OTHER STOCK-BASED AWARDS.


 


The
Administrator shall have the right to grant other Stock-Based Awards based upon
the Common Stock having such terms and conditions as the Administrator may
determine, including, without limitation, the grant of Shares based upon
certain conditions, the grant of securities convertible into Shares and the
grant of stock appreciation rights, phantom stock awards or stock units. The
principal terms of each Stock-Based Award shall be set forth in an Agreement,
duly executed by the Company and, to the extent required by law or requested by
the Company, by the Participant. The Agreement shall be in a form approved by
the Administrator and shall contain terms and conditions which the
Administrator determines to be appropriate and in the best interest of the
Company.


 


9.     PERFORMANCE-BASED
AWARDS.


 


Notwithstanding
anything to the contrary herein, during any period when Section 162(m) of
the Code is applicable to the Company and the Plan, Stock Rights granted under
Paragraph 7 and Paragraph 8 may be granted by the Committee in a
manner which is deductible by the Company under Section 162(m) of the
Code (“Performance-Based Awards”). A Participant’s Performance-Based Award
shall be determined based on the attainment of written Performance Goals, which
must be objective and approved by the Committee for a performance period of
between one and five years established by the Committee (I) while the
outcome for that performance period is substantially uncertain and (II) no
more than 90 days after the commencement of the performance period to
which the Performance Goal relates or, if less, the number of days which is
equal to 25% of the relevant performance period. The Committee shall determine
whether, with respect to a performance period, the applicable Performance Goals
have been met with respect to a given Participant and, if they have, to so
certify and ascertain the amount of the applicable Performance-Based Award. No
Performance-Based Awards will be issued for such performance period until such
certification is made by the Committee. The number of shares issued in respect
of a Performance-Based Award to a given Participant may be less than the amount
determined by the applicable Performance Goal formula, at the discretion of the
Committee. The number of shares issued in respect of a Performance-Based Award
determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period.


 


10.   EXERCISE
OF OPTIONS AND ISSUE OF SHARES.


 


An
Option (or any part or installment thereof) shall be exercised by giving
written notice to the Company or its designee, together with provision for
payment of the full purchase price in accordance with this Paragraph for the
Shares as to which the Option is being exercised, and upon compliance with any
other condition(s) set forth in the Option Agreement. Such notice shall be
signed by the person exercising the Option, shall state the number of Shares
with respect to which the Option is being exercised and shall contain any
representation required by the Plan or the Option Agreement. Payment of the purchase
price for the Shares as to which such Option is being exercised shall be made
(a) in United States dollars in cash or by check, or (b) at the
discretion of the Administrator, through delivery of shares of Common Stock
having a Fair Market Value equal as of the date of the exercise to the cash
exercise price of the Option and held for at least six months, or (c) at
the discretion of the Administrator, by having the Company retain from the
shares otherwise issuable upon exercise of the Option, a number of shares
having a Fair Market Value equal as of the date of exercise to the exercise
price of the Option, or (d) at the discretion of the Administrator, in
accordance with a cashless exercise program established with a securities
brokerage firm, and approved by the Administrator, or (e) at the
discretion of the Administrator, by any combination of (a), (b), (c) and
(d) above or (f) at the discretion of the Administrator, payment of
such other lawful consideration as the Administrator may


 


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determine. Notwithstanding
the foregoing, the Administrator shall accept only such payment on exercise of
an ISO as is permitted by Section 422 of the Code.


 


The
Company shall then reasonably promptly deliver the Shares as to which such
Option was exercised to the Participant (or to the Participant’s Survivors, as
the case may be). In determining what constitutes “reasonably promptly,” it is
expressly understood that the issuance and delivery of the Shares may be
delayed by the Company in order to comply with any law or regulation
(including, without limitation, state securities or “blue sky” laws) which
requires the Company to take any action with respect to the Shares prior to
their issuance. The Shares shall, upon delivery, be fully paid, non-assessable
Shares.


 


The
Administrator shall have the right to accelerate the date of exercise of any
installment of any Option; provided that the Administrator shall not accelerate
the exercise date of any installment of any Option granted to an Employee as an
ISO (and not previously converted into a Non-Qualified Option pursuant to
Paragraph 28) without the prior approval of the Employee if such
acceleration would violate the annual vesting limitation contained in
Section 422(d) of the Code, as described in Paragraph 6(b)(iv).


 


The
Administrator may, in its discretion, amend any term or condition of an
outstanding Option provided (i) such term or condition as amended is
permitted by the Plan, (ii) any such amendment shall be made only with the
consent of the Participant to whom the Option was granted, or in the event of
the death of the Participant, the Participant’s Survivors, if the amendment is
adverse to the Participant, and (iii) any such amendment of any Option
shall be made only after the Administrator determines whether such amendment
would constitute a “modification” of any Option which is an ISO (as that term
is defined in Section 424(h) of the Code) or would cause any adverse
tax consequences for the holder of such Option including, but not limited to,
pursuant to Section 409A of the Code.


 


11.   ACCEPTANCE
OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.


 


A
Stock Grant or Stock-Based Award (or any part or installment thereof) shall be
accepted by executing the applicable Agreement and delivering it to the Company
or its designee, together with provision for payment of the full purchase
price, if any, in accordance with this Paragraph for the Shares as to which
such Stock Grant or Stock-Based Award is being accepted, and upon compliance
with any other conditions set forth in the applicable Agreement. Payment of the
purchase price for the Shares as to which such Stock Grant or Stock-Based Award
is being accepted shall be made (a) in United States dollars in cash or by
check, or (b) at the discretion of the Administrator, through delivery of
shares of Common Stock held for at least six months and having a Fair Market
Value equal as of the date of acceptance of the Stock Grant or Stock
Based-Award to the purchase price of the Stock Grant or Stock-Based Award, or
(c) at the discretion of the Administrator, by delivery of the grantee’s
personal recourse note bearing interest payable not less than annually at no
less than 100% of the applicable Federal rate, as defined in Section 1274(d) of
the Code, or (d) at the discretion of the Administrator, by any
combination of (a), (b) and (c) above; or (e) at the discretion
of the Administrator, payment of such other lawful consideration as the
Administrator may determine.


 


The
Company shall then, if required by the applicable Agreement, reasonably
promptly deliver the Shares as to which such Stock Grant or Stock-Based Award
was accepted to the Participant (or to the Participant’s Survivors, as the case
may be), subject to any escrow provision set forth in the applicable Agreement.
In determining what constitutes “reasonably promptly,” it is expressly
understood that the issuance and delivery of the Shares may be delayed by the
Company in order to comply with any law or regulation (including, without
limitation, state securities or “blue sky” laws) which requires the Company to
take any action with respect to the Shares prior to their issuance.


 


The
Administrator may, in its discretion, amend any term or condition of an
outstanding Stock Grant, Stock-Based Award or applicable Agreement provided
(i) such term or condition as amended is 


 


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permitted by the Plan, and
(ii) any such amendment shall be made only with the consent of the
Participant to whom the Stock Grant or Stock-Based Award was made, if the
amendment is adverse to the Participant.


 


12.   RIGHTS
AS A SHAREHOLDER.


 


No
Participant to whom a Stock Right has been granted shall have rights as a
shareholder with respect to any Shares covered by such Stock Right, except
after due exercise of the Option or acceptance of the Stock Grant or as set
forth in any Agreement, and tender of the full purchase price, if any, for the
Shares being purchased pursuant to such exercise or acceptance and registration
of the Shares in the Company’s share register in the name of the Participant.


 


13.   ASSIGNABILITY
AND TRANSFERABILITY OF STOCK RIGHTS.


 


By
its terms, a Stock Right granted to a Participant shall not be transferable by
the Participant other than (i) by will or by the laws of descent and
distribution, or (ii) as approved by the Administrator in its discretion
and set forth in the applicable Agreement. Notwithstanding the foregoing, an
ISO transferred except in compliance with clause (i) above shall no
longer qualify as an ISO. The designation of a beneficiary of a Stock Right by
a Participant, with the prior approval of the Administrator and in such form as
the Administrator shall prescribe, shall not be deemed a transfer prohibited by
this Paragraph. Except as provided above, a Stock Right shall only be
exercisable or may only be accepted, during the Participant’s lifetime, by such
Participant (or by his or her legal representative) and shall not be assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Any
attempted transfer, assignment, pledge, hypothecation or other disposition of
any Stock Right or of any rights granted thereunder contrary to the provisions
of this Plan, or the levy of any attachment or similar process upon a Stock
Right, shall be null and void.


 


14.   EFFECT
ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN “FOR CAUSE” OR DEATH OR
DISABILITY.


 


Except
as otherwise provided in a Participant’s Option Agreement, in the event of a
termination of service (whether as an employee, director or consultant) with
the Company or an Affiliate before the Participant has exercised an Option, the
following rules apply:


 


a.     A Participant who ceases to
be an employee, director or consultant of the Company or of an Affiliate (for
any reason other than termination “for cause”, Disability, or death for which
events there are special rules in Paragraphs 15, 16, and 17,
respectively), may exercise any Option granted to him or her to the extent that
the Option is exercisable on the date of such termination of service, but only
within such term as the Administrator has designated in a Participant’s Option
Agreement.


 


b.     Except as provided in
Subparagraph (c) below, or Paragraph 16 or 17, in no event may
an Option intended to be an ISO, be exercised later than three months after the
Participant’s termination of employment.


 


c.     The provisions of this
Paragraph, and not the provisions of Paragraph 16 or 17, shall apply to a
Participant who subsequently becomes Disabled or dies after the termination of
employment, director status or consultancy; provided, however, in the case of a
Participant’s Disability or death within three months after the termination of
employment, director status or consultancy, the Participant or the
Participant’s Survivors may exercise the Option within one year after the date
of the Participant’s termination of service, but in no event after the date of
expiration of the term of the Option.


 


d.     Notwithstanding anything
herein to the contrary, if subsequent to a Participant’s termination of
employment, termination of director status or termination of consultancy, but
prior to the


 


9

















 


exercise
of an Option, the Board of Directors determines that, either prior or
subsequent to the Participant’s termination, the Participant engaged in conduct
which would constitute “cause”, then such Participant shall forthwith cease to
have any right to exercise any Option.


 


e.     A Participant to whom an
Option has been granted under the Plan who is absent from the Company or an
Affiliate because of temporary disability (any disability other than a
Disability as defined in Paragraph 1 hereof), or who is on leave of
absence for any purpose, shall not, during the period of any such absence, be
deemed, by virtue of such absence alone, to have terminated such Participant’s
employment, director status or consultancy with the Company or with an
Affiliate, except as the Administrator may otherwise expressly provide.


 


f.      Except as required by law or
as set forth in a Participant’s Option Agreement, Options granted under the Plan
shall not be affected by any change of a Participant’s status within or among
the Company and any Affiliates, so long as the Participant continues to be an
employee, director or consultant of the Company or any Affiliate.


 


15.   EFFECT
ON OPTIONS OF TERMINATION OF SERVICE “FOR CAUSE”.


 


Except
as otherwise provided in a Participant’s Option Agreement, the following rules apply
if the Participant’s service (whether as an employee, director or consultant)
with the Company or an Affiliate is terminated “for cause” prior to the time
that all his or her outstanding Options have been exercised:


 


a.     All outstanding and
unexercised Options as of the time the Participant is notified his or her
service is terminated “for cause” will immediately be forfeited.


 


b.     For purposes of this Plan,
“cause” shall include (and is not limited to) dishonesty with respect to the
Company or any Affiliate, insubordination, substantial malfeasance or
non-feasance of duty, unauthorized disclosure of confidential information,
breach by the Participant of any provision of any employment, consulting,
advisory, nondisclosure, non-competition or similar agreement between the
Participant and the Company, and conduct substantially prejudicial to the
business of the Company or any Affiliate. The determination of the
Administrator as to the existence of “cause” will be conclusive on the
Participant and the Company.


 


c.     “Cause” is not limited to
events which have occurred prior to a Participant’s termination of service, nor
is it necessary that the Administrator’s finding of “cause” occur prior to
termination. If the Administrator determines, subsequent to a Participant’s
termination of service but prior to the exercise of an Option, that either
prior or subsequent to the Participant’s termination the Participant engaged in
conduct which would constitute “cause”, then the right to exercise any Option
is forfeited.


 


d.     Any provision in an
agreement between the Participant and the Company or an Affiliate, which
contains a conflicting definition of “cause” for termination and which is in
effect at the time of such termination, shall supersede the definition in this
Plan with respect to that Participant.


 


16.   EFFECT
ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.


 


Except
as otherwise provided in a Participant’s Option Agreement:


 


a.     A Participant who ceases to
be an employee, director or consultant of the Company or of an Affiliate by
reason of Disability may exercise any Option granted to such Participant:


 


(i)    To the extent that the
Option has become exercisable but has not been exercised on the date of
Disability; and


 


(ii)   In the event rights to
exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of Disability of any additional vesting rights that would have


 


10

















 


accrued
on the next vesting date had the Participant not become Disabled. The proration
shall be based upon the number of days accrued in the current vesting period
prior to the date of Disability.


 


b.     A Disabled Participant may
exercise such rights only within the period ending one year after the date of
the Participant’s Disability, notwithstanding that the Participant might have
been able to exercise the Option as to some or all of the Shares on a later
date if the Participant had not become Disabled and had continued to be an
employee, director or consultant or, if earlier, within the originally
prescribed term of the Option.


 


c.     The Administrator shall make
the determination both of whether Disability has occurred and the date of its
occurrence (unless a procedure for such determination is set forth in another
agreement between the Company and such Participant, in which case such
procedure shall be used for such determination). If requested, the Participant
shall be examined by a physician selected or approved by the Administrator, the
cost of which examination shall be paid for by the Company.


 


17.   EFFECT
ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except
as otherwise provided in a Participant’s Option Agreement:


 


a.     In the event of the death of
a Participant while the Participant is an employee, director or consultant of
the Company or of an Affiliate, such Option may be exercised by the
Participant’s Survivors:


 


(i)    To the extent that the
Option has become exercisable but has not been exercised on the date of death;
and


 


(ii)   In the event rights to
exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of death of any additional vesting rights that would have
accrued on the next vesting date had the Participant not died. The proration
shall be based upon the number of days accrued in the current vesting period
prior to the Participant’s date of death.


 


b.     If the Participant’s
Survivors wish to exercise the Option, they must take all necessary steps to
exercise the Option within one year after the date of death of such
Participant, notwithstanding that the decedent might have been able to exercise
the Option as to some or all of the Shares on a later date if he or she had not
died and had continued to be an employee, director or consultant or, if
earlier, within the originally prescribed term of the Option.


 


18.   EFFECT
OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS.


 


In
the event of a termination of service (whether as an employee, director or
consultant) with the Company or an Affiliate for any reason before the
Participant has accepted a Stock Grant, such offer shall terminate.


 


For
purposes of this Paragraph 18 and Paragraph 19 below, a Participant
to whom a Stock Grant has been offered and accepted under the Plan who is
absent from work with the Company or with an Affiliate because of temporary
disability (any disability other than a Disability as defined in
Paragraph 1 hereof), or who is on leave of absence for any purpose, shall
not, during the period of any such absence, be deemed, by virtue of such
absence alone, to have terminated such Participant’s employment, director
status or consultancy with the Company or with an Affiliate, except as the
Administrator may otherwise expressly provide.


 


In
addition, for purposes of this Paragraph 18 and Paragraph 19 below,
any change of employment or other service within or among the Company and any
Affiliates shall not be treated as a termination


 


11

















 


of employment, director
status or consultancy so long as the Participant continues to be an employee,
director or consultant of the Company or any Affiliate.


 


19.   EFFECT
ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN “FOR CAUSE” OR DEATH OR
DISABILITY.


 


Except
as otherwise provided in a Participant’s Stock Grant Agreement, in the event of
a termination of service (whether as an employee, director or consultant),
other than termination “for cause,” Disability, or death for which events there
are special rules in Paragraphs 20, 21, and 22, respectively, before
all forfeiture provisions or Company rights of repurchase shall have lapsed,
then the Company shall have the right to cancel or repurchase that number of
Shares subject to a Stock Grant as to which the Company’s forfeiture or
repurchase rights have not lapsed.


 


20.   EFFECT
ON STOCK GRANTS OF TERMINATION OF SERVICE “FOR CAUSE”.


 


Except
as otherwise provided in a Participant’s Stock Grant Agreement, the following
rules apply if the Participant’s service (whether as an employee, director
or consultant) with the Company or an Affiliate is terminated “for cause”:


 


a.     All Shares subject to any
Stock Grant that remain subject to forfeiture provisions or as to which the
Company shall have a repurchase right shall be immediately forfeited to the
Company as of the time the Participant is notified his or her service is
terminated for Cause.


 


b.     For purposes of this Plan,
“cause” shall include (and is not limited to) dishonesty with respect to the
employer, insubordination, substantial malfeasance or non-feasance of duty,
unauthorized disclosure of confidential information, breach by the Participant
of any provision of any employment, consulting, advisory, nondisclosure,
non-competition or similar agreement between the Participant and the Company,
and conduct substantially prejudicial to the business of the Company or any
Affiliate. The determination of the Administrator as to the existence of
“cause” will be conclusive on the Participant and the Company.


 


c.     “Cause” is not limited to
events which have occurred prior to a Participant’s termination of service, nor
is it necessary that the Administrator’s finding of “cause” occur prior to
termination. If the Administrator determines, subsequent to a Participant’s
termination of service, that either prior or subsequent to the Participant’s
termination the Participant engaged in conduct which would constitute “cause,”
then the Company’s right to repurchase all of such Participant’s Shares shall
apply.


 


d.     Any provision in an
agreement between the Participant and the Company or an Affiliate, which
contains a conflicting definition of “cause” for termination and which is in
effect at the time of such termination, shall supersede the definition in this
Plan with respect to that Participant.


 


21.   EFFECT
ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.


 


Except
as otherwise provided in a Participant’s Stock Grant Agreement, the following
rules apply if a Participant ceases to be an employee, director or
consultant of the Company or of an Affiliate by reason of Disability: to the
extent the forfeiture provisions or the Company’s rights of repurchase have not
lapsed on the date of Disability, they shall be exercisable; provided, however,
that in the event such forfeiture provisions or rights of repurchase lapse
periodically, such provisions or rights shall lapse to the extent of a pro rata
portion of the Shares subject to such Stock Grant through the date of
Disability as would have lapsed had the Participant not become Disabled. The
proration shall be based upon the number of days accrued prior to the date of
Disability.


 


The
Administrator shall make the determination both of whether Disability has
occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement


 


12

















 


between the Company and such
Participant, in which case such procedure shall be used for such
determination). If requested, the Participant shall be examined by a physician
selected or approved by the Administrator, the cost of which examination shall
be paid for by the Company.


 


22.   EFFECT
ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except
as otherwise provided in a Participant’s Stock Grant Agreement, the following
rules apply in the event of the death of a Participant while the
Participant is an employee, director or consultant of the Company or of an
Affiliate: to the extent the forfeiture provisions or the Company’s rights of
repurchase have not lapsed on the date of death, they shall be exercisable;
provided, however, that in the event such forfeiture provisions or rights of
repurchase lapse periodically, such provisions or rights shall lapse to the
extent of a pro rata portion of the Shares subject to such Stock Grant through
the date of death as would have lapsed had the Participant not died. The
proration shall be based upon the number of days accrued prior to the
Participant’s death.


 


23.   PURCHASE
FOR INVESTMENT.


 


Unless
the offering and sale of the Shares to be issued upon the particular exercise
or acceptance of a Stock Right shall have been effectively registered under the
Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”),
the Company shall be under no obligation to issue the Shares covered by such
exercise unless and until the following conditions have been fulfilled:


 


a.     The person(s) who
exercise(s) or accept(s) such Stock Right shall warrant to the Company,
prior to the receipt of such Shares, that such person(s) are acquiring
such Shares for their own respective accounts, for investment, and not with a
view to, or for sale in connection with, the distribution of any such Shares,
in which event the person(s) acquiring such Shares shall be bound by the
provisions of the following legend which shall be endorsed upon the
certificate(s) evidencing their Shares issued pursuant to such exercise or
such grant:


 


“The
shares represented by this certificate have been taken for investment and they
may not be sold or otherwise transferred by any person, including a pledgee,
unless (1) either (a) a Registration Statement with respect to such
shares shall be effective under the Securities Act of 1933, as amended, or
(b) the Company shall have received an opinion of counsel satisfactory to
it that an exemption from registration under such Act is then available, and
(2) there shall have been compliance with all applicable state securities
laws.”


 


b.     At the discretion of the
Administrator, the Company shall have received an opinion of its counsel that
the Shares may be issued upon such particular exercise or acceptance in
compliance with the 1933 Act without registration thereunder.


 


24.   DISSOLUTION
OR LIQUIDATION OF THE COMPANY.


 


Upon
the dissolution or liquidation of the Company, all Options granted under this
Plan which as of such date shall not have been exercised and all Stock Grants
and Stock-Based Awards which have not been accepted will terminate and become
null and void; provided, however, that if the rights of a Participant or a
Participant’s Survivors have not otherwise terminated and expired, the
Participant or the Participant’s Survivors will have the right immediately
prior to such dissolution or liquidation to exercise or accept any Stock Right
to the extent that the Stock Right is exercisable or subject to acceptance as
of the date immediately prior to such dissolution or liquidation. Upon the
dissolution or liquidation of the Company, any outstanding Stock-Based Awards
shall immediately terminate unless otherwise determined by the Administrator or
specifically provided in the applicable Agreement.


 


13

















 


25.   ADJUSTMENTS.


 


Upon
the occurrence of any of the following events, a Participant’s rights with
respect to any Stock Right granted to him or her hereunder shall be adjusted as
hereinafter provided, unless otherwise specifically provided in a Participant’s
Agreement:


 


a.  Stock
Dividends and Stock Splits. 
If (i) the shares of Common Stock shall be subdivided or combined
into a greater or smaller number of shares or if the Company shall issue any
shares of Common Stock as a stock dividend on its outstanding Common Stock, or
(ii) additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such
shares of Common Stock, the number of shares of Common Stock deliverable upon
the exercise of an Option or acceptance of a Stock Grant shall be appropriately
increased or decreased proportionately, and appropriate adjustments shall be
made including, in the purchase price per share, to reflect such events. The
number of Shares subject to the limitations in Paragraph 3(a), 3(b) and
4(c) shall also be proportionately adjusted upon the occurrence of such
events and the Performance Goals applicable to outstanding Performance-Based
Awards.


 


b.  Corporate
Transactions.  If the Company
is to be consolidated with or acquired by another entity in a merger, sale of
all or substantially all of the Company’s assets other than a transaction to
merely change the state of incorporation (a “Corporate Transaction”), the
Administrator or the board of directors of any entity assuming the obligations
of the Company hereunder (the “Successor Board”), shall, as to outstanding
Options, either (i) make appropriate provision for the continuation of
such Options by substituting on an equitable basis for the Shares then subject
to such Options either the consideration payable with respect to the
outstanding shares of Common Stock in connection with the Corporate Transaction
or securities of any successor or acquiring entity; or (ii) upon written
notice to the Participants, provide that all Options must be exercised (either
(A) to the extent then exercisable or, (B) at the discretion of the
Administrator, all Options being made fully exercisable for purposes of this
Subparagraph), within a specified number of days of the date of such notice, at
the end of which period the Options shall terminate; or (iii) terminate
all Options in exchange for a cash payment equal to the excess of the Fair
Market Value of the Shares subject to such Options (either (A) to the
extent then exercisable or, (B) at the discretion of the Administrator,
all Options being made fully exercisable for purposes of this Subparagraph)
over the exercise price thereof.


 


With
respect to outstanding Stock Grants, the Administrator or the Successor Board,
shall either (i) make appropriate provisions for the continuation of such
Stock Grants on the same terms and conditions by substituting on an equitable
basis for the Shares then subject to such Stock Grants either the consideration
payable with respect to the outstanding Shares of Common Stock in connection
with the Corporate Transaction or securities of any successor or acquiring
entity; or (ii) terminate all Stock Grants in exchange for a cash payment
equal to the excess of the Fair Market Value of the Shares subject to such
Stock Grants over the purchase price thereof, if any. In addition, in the event
of a Corporate Transaction, the Administrator may waive any or all Company
forfeiture or repurchase rights with respect to outstanding Stock Grants.


 


c. 
Recapitalization or Reorganization.  In the event of a recapitalization or
reorganization of the Company other than a Corporate Transaction pursuant to
which securities of the Company or of another corporation are issued with
respect to the outstanding shares of Common Stock, a Participant upon
exercising an Option or accepting a Stock Grant after the recapitalization or
reorganization shall be entitled to receive for the purchase price paid upon
such exercise or acceptance of the number of replacement securities which would
have been received if such Option had been exercised or Stock Grant accepted
prior to such recapitalization or reorganization.


 


d.  Adjustments
to Stock-Based Awards.  Upon
the happening of any of the events described in Subparagraphs a, b or c
above, any outstanding Stock-Based Award shall be appropriately adjusted to
reflect the events described in such Subparagraphs. The Administrator or the
Successor Board shall


 


14

















 


determine the specific
adjustments to be made under this Paragraph 25, including, but not limited
to the effect if any, of a Change of Control and, subject to Paragraph 4,
its determination shall be conclusive.


 


e.  Modification
of ISOs.  Notwithstanding the
foregoing, any adjustments made pursuant to Subparagraph a, b or c above
with respect to ISOs shall be made only after the Administrator determines
whether such adjustments would constitute a “modification” of such ISOs (as
that term is defined in Section 424(h) of the Code) or would cause
any adverse tax consequences for the holders of such ISOs. If the Administrator
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments, unless
the holder of an ISO specifically agrees in writing that such adjustment be
made and such writing indicates that the holder has full knowledge of the
consequences of such “modification” on his or her income tax treatment with
respect to the ISO. This paragraph shall not apply to the acceleration of the
vesting of any ISO that would cause any portion of the ISO to violate the
annual vesting limitation contained in Section 422(d) of the Code, as
described in Paragraph 6b(iv).


 


f.  Modification
of Performance-Based Awards. 
Notwithstanding the foregoing, with respect to any Performance-Based
Award that is intended to comply as “performance based compensation” under
Section 162(m) of the Code, the Committee may adjust downwards, but
not upwards, the number of Shares payable pursuant to a Performance-Based
Award, and the Committee may not waive the achievement of the applicable
Performance Goals except in the case of death or disability of the Participant.


 


26.   ISSUANCES
OF SECURITIES.


 


Except
as expressly provided herein, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares subject to Stock Rights. Except as expressly provided
herein, no adjustments shall be made for dividends paid in cash or in property
(including without limitation, securities) of the Company prior to any issuance
of Shares pursuant to a Stock Right.


 


27.   FRACTIONAL
SHARES.


 


No
fractional shares shall be issued under the Plan and the person exercising a
Stock Right shall receive from the Company cash in lieu of such fractional
shares equal to the Fair Market Value thereof.


 


28.   CONVERSION
OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.


 


The
Administrator, at the written request of any Participant, may in its discretion
take such actions as may be necessary to convert such Participant’s ISOs (or
any portions thereof) that have not been exercised on the date of conversion
into Non-Qualified Options at any time prior to the expiration of such ISOs,
regardless of whether the Participant is an employee of the Company or an
Affiliate at the time of such conversion. At the time of such conversion, the
Administrator (with the consent of the Participant) may impose such conditions
on the exercise of the resulting Non-Qualified Options as the Administrator in
its discretion may determine, provided that such conditions shall not be
inconsistent with this Plan. Nothing in the Plan shall be deemed to give any
Participant the right to have such Participant’s ISOs converted into
Non-Qualified Options, and no such conversion shall occur until and unless the
Administrator takes appropriate action. The Administrator, with the consent of
the Participant, may also terminate any portion of any ISO that has not been
exercised at the time of such conversion.


 


15

















 


29.   WITHHOLDING.


 


In
the event that any federal, state, or local income taxes, employment taxes,
Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other amounts
are required by applicable law or governmental regulation to be withheld from
the Participant’s salary, wages or other remuneration in connection with the
exercise or acceptance of a Stock Right or in connection with a Disqualifying
Disposition (as defined in Paragraph 30) or upon the lapsing of any
forfeiture provision or right of repurchase or for any other reason required by
law, the Company may withhold from the Participant’s compensation, if any, or
may require that the Participant advance in cash to the Company, or to any
Affiliate of the Company which employs or employed the Participant, the
statutory minimum amount of such withholdings unless a different withholding
arrangement, including the use of shares of the Company’s Common Stock or a
promissory note, is authorized by the Administrator (and permitted by law). For
purposes hereof, the fair market value of the shares withheld for purposes of
payroll withholding shall be determined in the manner provided in
Paragraph 1 above, as of the most recent practicable date prior to the
date of exercise. If the fair market value of the shares withheld is less than
the amount of payroll withholdings required, the Participant may be required to
advance the difference in cash to the Company or the Affiliate employer. The
Administrator in its discretion may condition the exercise of an Option for
less than the then Fair Market Value on the Participant’s payment of such
additional withholding.


 


30.   NOTICE
TO COMPANY OF DISQUALIFYING DISPOSITION.


 


Each
Employee who receives an ISO must agree to notify the Company in writing
immediately after the Employee makes a Disqualifying Disposition of any shares
acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is
defined in Section 424(c) of the Code and includes any disposition
(including any sale or gift) of such shares before the later of (a) two
years after the date the Employee was granted the ISO, or (b) one year
after the date the Employee acquired Shares by exercising the ISO, except as
otherwise provided in Section 424(c) of the Code. If the Employee has
died before such stock is sold, these holding period requirements do not apply
and no Disqualifying Disposition can occur thereafter.


 


31.   TERMINATION
OF THE PLAN.


 


The
Plan will terminate on May 23, 2017, the date which is ten years from the earlier of the date of its adoption by the
Board of Directors and the date of its approval by the shareholders of the
Company. The Plan may be terminated at an earlier date by vote of the
shareholders or the Board of Directors of the Company; provided, however, that
any such earlier termination shall not affect any Agreements executed prior to
the effective date of such termination.


 


32.   AMENDMENT
OF THE PLAN AND AGREEMENTS.


 


The
Plan may be amended by the shareholders of the Company. The Plan may also be
amended by the Administrator , including, without limitation, to the extent
necessary to qualify any or all outstanding Stock Rights granted under the Plan
or Stock Rights to be granted under the Plan for favorable federal income tax
treatment (including deferral of taxation upon exercise) as may be afforded
incentive stock options under Section 422 of the Code; to the extent
necessary to qualify the shares issuable upon exercise or acceptance of any
outstanding Stock Rights granted, or Stock Rights to be granted, under the Plan
for listing on any national securities exchange or quotation in any national
automated quotation system of securities dealers; and in order to continue to
comply with Section 162(m) of the Code; provided that any amendment
approved by the Administrator which the Administrator determines is of a scope
that requires shareholder approval shall be subject to obtaining such
shareholder approval. Nothing in this Paragraph 32 shall limit the
Administrator’s authority to take any action permitted pursuant to
Paragraph 25.


 


16

















 


Any
modification or amendment of the Plan shall not, without the consent of a
Participant, adversely affect his or her rights under a Stock Right previously
granted to him or her. With the consent of the Participant affected, the
Administrator may amend outstanding Agreements in a manner which may be adverse
to the Participant but which is not inconsistent with the Plan. In the
discretion of the Administrator, outstanding Agreements may be amended by the
Administrator in a manner which is not adverse to the Participant.


 


33.   EMPLOYMENT
OR OTHER RELATIONSHIP.


 


Nothing
in this Plan or any Agreement shall be deemed to prevent the Company or an
Affiliate from terminating the employment, consultancy or director status of a
Participant, nor to prevent a Participant from terminating his or her own
employment, consultancy or director status or to give any Participant a right
to be retained in employment or other service by the Company or any Affiliate
for any period of time.


 


34.   GOVERNING
LAW.


 


This
Plan shall be construed and enforced in accordance with the law of the State of
Delaware.


 


17
















 


INCENTIVE STOCK OPTION AGREEMENT


 


ENERNOC, INC.


 


AGREEMENT
made as of the      day of              200            , between EnerNOC, Inc. (the “Company”),
a Delaware corporation and                         , an employee of the
Company (the “Employee”).


 


WHEREAS,
the Company desires to grant to the Employee an Option to purchase shares of
its common stock, $.001 par value per share (the “Shares”), under and for the
purposes set forth in the Company’s Amended and Restated 2007 Employee,
Director and Consultant Stock Plan (the “Plan”);


 


WHEREAS,
the Company and the Employee understand and agree that any terms used and not
defined herein have the same meanings as in the Plan; and


 


WHEREAS,
the Company and the Employee each intend that the Option granted herein qualify
as an ISO.


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto agree as follows:


 


1.             GRANT
OF OPTION.


 


The
Company hereby grants to the Employee the right and option to purchase all or
any part of an aggregate of
                  
Shares, on the terms and conditions and subject to all the limitations set
forth herein, under United States securities and tax laws, and in the Plan,
which is incorporated herein by reference. The Employee acknowledges receipt of
a copy of the Plan.


 


2.             PURCHASE
PRICE.


 


The
purchase price of the Shares covered by the Option shall be $             per Share, subject to adjustment,
as provided in the Plan, in the event of a stock split, reverse stock split or
other events affecting the holders of Shares after the date hereof (the “Purchase
Price”). Payment shall be made in accordance with Paragraph 9 of the Plan.


 


3.             EXERCISABILITY
OF OPTION.


 


Subject
to the terms and conditions set forth in this Agreement and the Plan, the
Option granted hereby shall become exercisable as follows:


 


	
  On the first anniversary
  of the date of this Agreement

  	
   

  	
  up to

  	
  Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On the second anniversary
  of the date of this Agreement

  	
   

  	
  an additional

  	
   

  	
  Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On the third anniversary
  of the date of this Agreement

  	
   

  	
  an additional

  	
   

  	
  Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On the fourth anniversary
  of the date of this Agreement

  	
   

  	
  an additional

  	
   

  	
  Shares

  



 


The
foregoing rights are cumulative and are subject to the other terms and conditions
of this Agreement and the Plan.


 


[Accelerated
vesting on Change of Control to be determined on a grant-by-grant basis] [Notwithstanding
the foregoing, in the event of a Change of Control (as defined below),     % of the Shares which would have vested in
each vesting installment remaining under this Option will be vested for
purposes of Section 24(B) of the Plan unless this Option has
otherwise expired or been terminated pursuant to its terms or the terms of the
Plan.


 


Change of Control means the occurrence of any
of the following events:


 


(i)            Ownership.  Any “Person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing
50% 


 

















 


or
more of the total voting power represented by the Company’s then outstanding
voting securities (excluding for this purpose the Company or its Affiliates or
any employee benefit plan of the Company) pursuant to a transaction or a series
of related transactions which the Board of Directors does not approve; or


 


(ii)           Merger/Sale of Assets.  A merger or consolidation of the Company
whether or not approved by the Board of Directors, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or the parent of such corporation) at least 50% of the total
voting power represented by the voting securities of the Company or such
surviving entity or parent of such corporation outstanding immediately after
such merger or consolidation, or the stockholders of the Company approve an
agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets; or


 


(iii)          Change in Board
Composition.  A change in the composition
of the Board of Directors, as a result of which fewer than a majority of the
directors are Incumbent Directors. “Incumbent Directors” shall mean directors
who either (A) are directors of the Company as of [insert grant date], or
(B) are elected, or nominated for election, to the Board of Directors with
the affirmative votes of at least a majority of the Incumbent Directors at the
time of such election or nomination (but shall not include an individual whose
election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company).]


 


4.             TERM
OF OPTION.


 


This
Option shall terminate _______ years from the date of this Agreement or, if the
Employee owns as of the date hereof more than 10% of the total combined voting
power of all classes of capital stock of the Company or an Affiliate, five
years from the date of this Agreement, but shall be subject to earlier
termination as provided herein or in the Plan.


 


If
the Employee ceases to be an employee of the Company or of an Affiliate (for
any reason other than the death or Disability of the Employee or termination of
the Employee’s employment for “cause”), the Option may be exercised, if it has
not previously terminated, within three months after the date the Employee
ceases to be an employee of the Company or an Affiliate, or within the
originally prescribed term of the Option, whichever is earlier, but may not be
exercised thereafter except as set forth below. In such event, the Option shall
be exercisable only to the extent that the Option has become exercisable and is
in effect at the date of such cessation of employment.


 


If
the Employee ceases to be an employee of the Company or of an Affiliate but
continues after termination of employment to provide service to the Company or
an Affiliate as a consultant, this Option shall continue to vest in accordance
with Section 3 above as if this Option had not terminated until the
Employee is no longer providing services to the Company. In such case, this
Option shall automatically convert and be deemed a Non-Qualified Option as of
the date that is three months from termination of the Employee’s employment and
this Option shall continue on the same terms and conditions set forth herein
until such Employee is no longer providing service to the Company or an
Affiliate.


 


Notwithstanding
the foregoing, in the event of the Employee’s Disability or death within three
months after the termination of employment, the Employee or the Employee’s
Survivors may exercise the Option within one year after the date of the
Employee’s termination of employment, but in no event after the date of
expiration of the term of the Option.


 


In
the event the Employee’s employment is terminated by the Employee’s employer
for “cause”, the Employee’s right to exercise any unexercised portion of this
Option shall cease immediately as of the time the Employee is notified his or
her employment is terminated for “cause,” and this Option 


 


2

















 


shall thereupon terminate.
Notwithstanding anything herein to the contrary, if subsequent to the Employee’s
termination as an employee, but prior to the exercise of the Option, the Board
of Directors of the Company determines that, either prior or subsequent to the
Employee’s termination, the Employee engaged in conduct which would constitute “cause,”
then the Employee shall immediately cease to have any right to exercise the
Option and this Option shall thereupon terminate.


 


In
the event of the Disability of the Employee, as determined in accordance with
the Plan, the Option shall be exercisable within one year after the Employee’s
termination of employment or, if earlier, within the term originally prescribed
by the Option. In such event, the Option shall be exercisable:


 


(a)           to the extent that the
Option has become exercisable but has not been exercised as of the date of
Disability; and


 


(b)           in the event rights to
exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of Disability of any additional vesting rights that would have
accrued on the next vesting date had the Employee not become Disabled. The
proration shall be based upon the number of days accrued in the current vesting
period prior to the date of Disability.


 


In
the event of the death of the Employee while an employee of the Company or of
an Affiliate, the Option shall be exercisable by the Employee’s Survivors
within one year after the date of death of the Employee or, if earlier, within
the originally prescribed term of the Option. In such event, the Option shall
be exercisable:


 


(x)            to the extent that the
Option has become exercisable but has not been exercised as of the date of
death; and


 


(y)           in the event rights to
exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of death of any additional vesting rights that would have
accrued on the next vesting date had the Employee not died. The proration shall
be based upon the number of days accrued in the current vesting period prior to
the Employee’s date of death.


 


5.             METHOD
OF EXERCISING OPTION.


 


Subject
to the terms and conditions of this Agreement, the Option may be exercised by
written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such
notice shall state the number of Shares with respect to which the Option is
being exercised and shall be signed by the person exercising the Option.
Payment of the purchase price for such Shares shall be made in accordance with
Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as
practicable after the notice shall be received, provided, however, that the
Company may delay issuance of such Shares until completion of any action or
obtaining of any consent, which the Company deems necessary under any
applicable law (including, without limitation, state securities or “blue sky”
laws). The Shares as to which the Option shall have been so exercised shall be
registered in the Company’s share register in the name of the person so
exercising the Option (or, if the Option shall be exercised by the Employee and
if the Employee shall so request in the notice exercising the Option, shall be
registered in the name of the Employee and another person jointly, with right
of survivorship) and shall be delivered as provided above to or upon the
written order of the person exercising the Option. In the event the Option
shall be exercised, pursuant to Section 4 hereof, by any person other than
the Employee, such notice shall be accompanied by appropriate proof of the
right of such person to exercise the Option. All Shares that shall be purchased
upon the exercise of the Option as provided herein shall be fully paid and
nonassessable.


 


6.             PARTIAL
EXERCISE.


 


Exercise
of this Option to the extent above stated may be made in part at any time and
from time to time within the above limits, except that no fractional share
shall be issued pursuant to this Option.


 


3

















 


7.             NON-ASSIGNABILITY.


 


The
Option shall not be transferable by the Employee otherwise than by will or by
the laws of descent and distribution. The Option shall be exercisable, during
the Employee’s lifetime, only by the Employee (or, in the event of legal
incapacity or incompetency, by the Employee’s guardian or representative) and
shall not be assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or
similar process. Any attempted transfer, assignment, pledge, hypothecation or
other disposition of the Option or of any rights granted hereunder contrary to
the provisions of this Section 7, or the levy of any attachment or similar
process upon the Option shall be null and void.


 


8.             NO
RIGHTS AS STOCKHOLDER UNTIL EXERCISE.


 


The
Employee shall have no rights as a stockholder with respect to Shares subject
to this Agreement until registration of the Shares in the Company’s share
register in the name of the Employee. Except as is expressly provided in the
Plan with respect to certain changes in the capitalization of the Company, no
adjustment shall be made for dividends or similar rights for which the record
date is prior to the date of such registration.


 


9.             ADJUSTMENTS.


 


The
Plan contains provisions covering the treatment of Options in a number of
contingencies such as stock splits and mergers. Provisions in the Plan for
adjustment with respect to stock subject to Options and the related provisions
with respect to successors to the business of the Company are hereby made
applicable hereunder and are incorporated herein by reference. [; provided,
however, that in the event of a Change of Control (as defined in Section 3
above)             % of the Shares which
would have vested in each vesting installment remaining under this Option will
be vested for purposes of Section 25(B) of the Plan.]


 


10.           TAXES.


 


The
Employee acknowledges that any income or other taxes due from him or her with
respect to this Option or the Shares issuable pursuant to this Option shall be
the Employee’s responsibility.


 


In
the event of a Disqualifying Disposition (as defined in Section 15 below)
or if the Option is converted into a Non-Qualified Option and such
Non-Qualified Option is exercised, the Company may withhold from the Employee’s
remuneration, if any, the minimum statutory amount of federal, state and local
withholding taxes attributable to such amount that is considered compensation
includable in such person’s gross income. At the Company’s discretion, the
amount required to be withheld may be withheld in cash from such remuneration,
or in kind from the Shares otherwise deliverable to the Employee on exercise of
the Option. The Employee further agrees that, if the Company does not withhold
an amount from the Employee’s remuneration sufficient to satisfy the Company’s
income tax withholding obligation, the Employee will reimburse the Company on
demand, in cash, for the amount under-withheld.


 


11.           PURCHASE
FOR INVESTMENT.


 


Unless
the offering and sale of the Shares to be issued upon the particular exercise
of the Option shall have been effectively registered under the Securities Act
of 1933, as now in force or hereafter amended (the “1933 Act”), the Company
shall be under no obligation to issue the Shares covered by such exercise
unless and until the following conditions have been fulfilled:


 


(a)           The person(s) who
exercise the Option shall warrant to the Company, at the time of such exercise,
that such person(s) are acquiring such Shares for their own respective
accounts, for investment, and not with a view to, or for sale in connection
with, the distribution of any such Shares, in which event the person(s) acquiring
such Shares shall be bound by the provisions of the 


 


4

















 


following
legend which shall be endorsed upon the certificate(s) evidencing the
Shares issued pursuant to such exercise:


 


“The
shares represented by this certificate have been taken for investment and they
may not be sold or otherwise transferred by any person, including a pledgee,
unless (1) either (a) a Registration Statement with respect to such
shares shall be effective under the Securities Act of 1933, as amended, or
(b) the Company shall have received an opinion of counsel satisfactory to
it that an exemption from registration under such Act is then available, and
(2) there shall have been compliance with all applicable state securities
laws;” and


 


(b)           If the Company so requires,
the Company shall have received an opinion of its counsel that the Shares may
be issued upon such particular exercise in compliance with the 1933 Act without
registration thereunder. Without limiting the generality of the foregoing, the
Company may delay issuance of the Shares until completion of any action or
obtaining of any consent, which the Company deems necessary under any
applicable law (including without limitation state securities or “blue sky”
laws).


 


12.           RESTRICTIONS
ON TRANSFER OF SHARES.


 


12.1         The Employee agrees that in
the event the Company proposes to offer for sale to the public any of its
equity securities and such Employee is requested by the Company and any
underwriter engaged by the Company in connection with such offering to sign an
agreement restricting the sale or other transfer of Shares, then it will
promptly sign such agreement and will not transfer, whether in privately
negotiated transactions or to the public in open market transactions or
otherwise, any Shares or other securities of the Company held by him or her
during such period as is determined by the Company and the underwriters, not to
exceed 180 days following the closing of the offering, plus such
additional period of time as may be required to comply with Marketplace
Rule 2711 of the National Association of Securities Dealers, Inc. or
similar rules thereto (such period, the “Lock-Up Period”). Such agreement
shall be in writing and in form and substance reasonably satisfactory to the
Company and such underwriter and pursuant to customary and prevailing terms and
conditions. Notwithstanding whether the Employee has signed such an agreement,
the Company may impose stop-transfer instructions with respect to the Shares or
other securities of the Company subject to the foregoing restrictions until the
end of the Lock-Up Period.


 


12.2         The Employee acknowledges
and agrees that neither the Company, its shareholders nor its directors and
officers, has any duty or obligation to disclose to the Employee any material
information regarding the business of the Company or affecting the value of the
Shares before, at the time of, or following a termination of the employment of
the Employee by the Company, including, without limitation, any information
concerning plans for the Company to make a public offering of its securities or
to be acquired by or merged with or into another firm or entity.


 


13.           NO
OBLIGATION TO EMPLOY.


 


The
Company is not by the Plan or this Option obligated to continue the Employee as
an employee of the Company or an Affiliate. The Employee acknowledges:
(i) that the Plan is discretionary in nature and may be suspended or
terminated by the Company at any time; (ii) that the grant of the Option
is a one-time benefit which does not create any contractual or other right to
receive future grants of options, or benefits in lieu of options;
(iii) that all determinations with respect to any such future grants,
including, but not limited to, the times when options shall be granted, the
number of shares subject to each option, the option price, and the time or
times when each option shall be exercisable, will be at the sole discretion of
the Company; (iv) that the Employee’s participation in the Plan is
voluntary; (v) that the value of the Option is an extraordinary item of
compensation which is outside the scope of the Employee’s employment contract,
if any; and (vi) that the Option is not part of normal or expected
compensation for purposes of calculating any severance, 


 


5

















 


resignation, redundancy, end
of service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments.


 


14.           OPTION
IS INTENDED TO BE AN ISO.


 


The
parties each intend that the Option be an ISO so that the Employee (or the
Employee’s Survivors) may qualify for the favorable tax treatment provided to
holders of Options that meet the standards of Section 422 of the Code. Any
provision of this Agreement or the Plan which conflicts with the Code so that
this Option would not be deemed an ISO is null and void and any ambiguities
shall be resolved so that the Option qualifies as an ISO. Nonetheless, if the
Option is determined not to be an ISO, the Employee understands that neither
the Company nor any Affiliate is responsible to compensate him or her or
otherwise make up for the treatment of the Option as a Non-Qualified Option and
not as an ISO. The Employee should consult with the Employee’s own tax advisors
regarding the tax effects of the Option and the requirements necessary to
obtain favorable tax treatment under Section 422 of the Code, including,
but not limited to, holding period requirements.


 


Notwithstanding
the foregoing, to the extent that the Option is not deemed to be an ISO
pursuant to Section 422(d) of the Code because the aggregate fair
market value (determined as of the date hereof) of any of the Shares with
respect to which this ISO is granted becomes exercisable for the first time
during any calendar year in excess of $100,000, the portion of the Option
representing such excess value shall be treated as a Non-Qualified Option and
the Employee shall be deemed to have taxable income measured by the difference
between the then fair market value of the Shares received upon exercise and the
price paid for such Shares pursuant to this Agreement.


 


15.           NOTICE
TO COMPANY OF DISQUALIFYING DISPOSITION.


 


The
Employee agrees to notify the Company in writing immediately after the Employee
makes a Disqualifying Disposition of any of the Shares acquired pursuant to the
exercise of the Option. A Disqualifying Disposition is defined in
Section 424(c) of the Code and includes any disposition (including
any sale) of such Shares before the later of (a) two years after the date
the Employee was granted the Option or (b) one year after the date the
Employee acquired Shares by exercising the Option, except as otherwise provided
in Section 424(c) of the Code. If the Employee has died before the
Shares are sold, these holding period requirements do not apply and no
Disqualifying Disposition can occur thereafter.


 


16.           NOTICES.


 


Any
notices required or permitted by the terms of this Agreement or the Plan shall
be given by recognized courier service, facsimile, registered or certified
mail, return receipt requested, addressed as follows:


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to the Company:

  	
   

  	
   

  
	
   

  	
   

  	
  EnerNOC, Inc.

  	
   

  
	
   

  	
   

  	
  Attn: Chief Financial 

  Officer 101 Federal Street, Suite 1100

  	
   

  
	
   

  	
   

  	
  Boston, MA 02110

  	
   

  
	
   

  	
  If to the Employee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


6

















 


or to such other address or
addresses of which notice in the same manner has previously been given. Any
such notice shall be deemed to have been given upon the earlier of receipt, one
business day following delivery to a recognized courier service or three
business days following mailing by registered or certified mail.


 


17.           GOVERNING
LAW.


 


This
Agreement shall be construed and enforced in accordance with the law of the
State of Delaware, without giving effect to the conflict of law principles
thereof. For the purpose of litigating any dispute that arises under this
Agreement, the parties hereby consent to exclusive jurisdiction in the Commonwealth
of Massachusetts and agree that such litigation shall be conducted in the
courts of Suffolk County, Massachusetts or the federal courts of the United
States for the District of Massachusetts.


 


18.           BENEFIT
OF AGREEMENT.


 


Subject
to the provisions of the Plan and the other provisions hereof, this Agreement
shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.


 


19.           ENTIRE
AGREEMENT.


 


This
Agreement, together with the Plan, embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement shall affect or
be used to interpret, change or restrict, the express terms and provisions of
this Agreement, provided, however, in any event, this Agreement shall be
subject to and governed by the Plan.


 


20.           MODIFICATIONS
AND AMENDMENTS.


 


The
terms and provisions of this Agreement may be modified or amended as provided
in the Plan.


 


21.           WAIVERS
AND CONSENTS.


 


Except
as provided in the Plan, the terms and provisions of this Agreement may be
waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or
provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


22.           DATA
PRIVACY.


 


By
entering into this Agreement, the Employee: (i) authorizes the Company and
each Affiliate, and any agent of the Company or any Affiliate administering the
Plan or providing Plan recordkeeping services, to disclose to the Company or
any of its Affiliates such information and data as the Company or any such
Affiliate shall request in order to facilitate the grant of options and the
administration of the Plan; (ii) waives any data privacy rights he or she
may have with respect to such information; and (iii) authorizes the
Company and each Affiliate to store and transmit such information in electronic
form.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


7

















 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, and the Employee has hereunto set his or her hand, all
as of the day and year first above written.


 


	
   

  	
  ENERNOC, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee

  



 


8

















 


Exhibit A


 


NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION


 


TO:  EnerNOC, Inc.


 


IMPORTANT NOTICE: This form
of Notice of Exercise may only be used at such time as the Company has filed a
Registration Statement with the Securities and Exchange Commission under which
the issuance of the Shares for which this exercise is being made is registered
and such Registration Statement remains effective.


 


Ladies and Gentlemen:


 


I
hereby exercise my Incentive Stock Option to purchase                          shares (the “Shares”)
of the common stock, $.001 par value, of EnerNOC, Inc. (the “Company”), at
the exercise price of $             per
share, pursuant to and subject to the terms of that certain Incentive Stock
Option Agreement between the undersigned and the Company dated                         , 200            .


 


I
understand the nature of the investment I am making and the financial risks
thereof. I am aware that it is my responsibility to have consulted with
competent tax and legal advisors about the relevant national, state and local
income tax and securities laws affecting the exercise of the Option and the
purchase and subsequent sale of the Shares.


 


I
am paying the option exercise price for the Shares as follows:


	
   

  	
   

  	
   

  



 


Please
issue the Shares (check one):


 


o to me; or


 


o to me and                                                 , as joint
tenants with right of survivorship,


 


at
the following address:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


A-1

















 


My
mailing address for shareholder communications, if different from the address
listed above, is:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee (signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security Number

  



 


A-2






 












 


NON-QUALIFIED STOCK OPTION
AGREEMENT


 


ENERNOC, INC.


 


AGREEMENT
made as of the      day of                          200            , between EnerNOC, Inc. (the “Company”),
a Delaware corporation,                        
, and                         
(the “Participant”).


 


WHEREAS,
the Company desires to grant to the Participant an Option to purchase shares of
its common stock, $.001 par value per share (the “Shares”), under and for the
purposes set forth in the Company’s Amended and Restated 2007 Employee, Director
and Consultant Stock Plan (the “Plan”);


 


WHEREAS,
the Company and the Participant understand and agree that any terms used and
not defined herein have the same meanings as in the Plan; and


 


WHEREAS,
the Company and the Participant each intend that the Option granted herein
shall be a Non-Qualified Option.


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto agree as follows:


 


1.             GRANT OF
OPTION.


 


The
Company hereby grants to the Participant the right and option to purchase all
or any part of an aggregate of
                      
Shares, on the terms and conditions and subject to all the limitations set
forth herein, under United States securities and tax laws, and in the Plan,
which is incorporated herein by reference. The Participant acknowledges receipt
of a copy of the Plan.


 


2.             PURCHASE
PRICE.


 


The
purchase price of the Shares covered by the Option shall be $             per Share, subject to adjustment,
as provided in the Plan, in the event of a stock split, reverse stock split or
other events affecting the holders of Shares after the date hereof (the “Purchase
Price”). Payment shall be made in accordance with Paragraph 9 of the Plan.


 


3.             EXERCISABILITY
OF OPTION.


 


Subject
to the terms and conditions set forth in this Agreement and the Plan, the
Option granted hereby shall become exercisable as follows:


 


	
  On the first anniversary
  of the date of this Agreement

  	
   

  	
  up to

  	
  Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On the second anniversary of
  the date of this Agreement

  	
   

  	
  an additional

  	
   

  	
  Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On the third anniversary
  of the date of this Agreement

  	
   

  	
  an additional

  	
   

  	
  Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On the fourth anniversary
  of the date of this Agreement

  	
   

  	
  an additional

  	
   

  	
  Shares

  



 


The
foregoing rights are cumulative and are subject to the other terms and
conditions of this Agreement and the Plan.


 


[Accelerated
vesting on Change of Control to be determined on a grant-by-grant basis] [Notwithstanding
the foregoing, in the event of a Change of Control (as defined below),     % of the Shares which would have vested in
each vesting installment remaining under this Option will be vested for
purposes of Section 24(B) of the Plan unless this Option has
otherwise expired or been terminated pursuant to its terms or the terms of the
Plan.


 


Change of Control means the occurrence of any
of the following events:


 


(i)            Ownership.  Any “Person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing
50% or more of the total voting power represented by the Company’s then
outstanding voting securities 


 

















 


(excluding
for this purpose the Company or its Affiliates or any employee benefit plan of
the Company) pursuant to a transaction or a series of related transactions
which the Board of Directors does not approve; or


 


(ii)           Merger/Sale of
Assets.  A merger or consolidation of the
Company whether or not approved by the Board of Directors, other than a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or the parent of such corporation) at least 50% of the total
voting power represented by the voting securities of the Company or such
surviving entity or parent of such corporation outstanding immediately after
such merger or consolidation, or the stockholders of the Company approve an
agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets; or


 


(iii)          Change in Board
Composition.  A change in the composition
of the Board of Directors, as a result of which fewer than a majority of the
directors are Incumbent Directors. “Incumbent Directors” shall mean directors
who either (A) are directors of the Company as of [insert grant date], or
(B) are elected, or nominated for election, to the Board of Directors with
the affirmative votes of at least a majority of the Incumbent Directors at the
time of such election or nomination (but shall not include an individual whose
election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company).]


 


4.             TERM OF
OPTION.


 


This
Option shall terminate _____ years from the date of this Agreement, but shall
be subject to earlier termination as provided herein or in the Plan.


 


If
the Participant ceases to be an employee, director or consultant of the Company
or of an Affiliate (for any reason other than the death or Disability of the
Participant or termination of the Participant for “cause”, the Option may be
exercised, if it has not previously terminated, within three months after the
date the Participant ceases to be an employee, director or consultant of the
Company or an Affiliate, or within the originally prescribed term of the
Option, whichever is earlier, but may not be exercised thereafter. In such
event, the Option shall be exercisable only to the extent that the Option has
become exercisable and is in effect at the date of such cessation of service.


 


Notwithstanding
the foregoing, in the event of the Participant’s Disability or death within
three months after the termination of service, the Participant or the
Participant’s Survivors may exercise the Option within one year after the date
of the Participant’s termination of service, but in no event after the date of
expiration of the term of the Option.


 


In
the event the Participant’s service is terminated by the Company or an
Affiliate for “cause”, the Participant’s right to exercise any unexercised
portion of this Option shall cease immediately as of the time the Participant
is notified his or her service is terminated for “cause,” and this Option shall
thereupon terminate. Notwithstanding anything herein to the contrary, if
subsequent to the Participant’s termination, but prior to the exercise of the
Option, the Board of Directors of the Company determines that, either prior or
subsequent to the Participant’s termination, the Participant engaged in conduct
which would constitute “cause,” then the Participant shall immediately cease to
have any right to exercise the Option and this Option shall thereupon
terminate.


 


In
the event of the Disability of the Participant, as determined in accordance
with the Plan, the Option shall be exercisable within one year after the
Participant’s termination of service or, if earlier, within the term originally
prescribed by the Option. In such event, the Option shall be exercisable:


 


(a)           to the extent that the
Option has become exercisable but has not been exercised as of the date of
Disability; and


 


2

















 


(b)           in the event rights to
exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of Disability of any additional vesting rights that would have
accrued on the next vesting date had the Participant not become Disabled. The
proration shall be based upon the number of days accrued in the current vesting
period prior to the date of Disability.


 


In
the event of the death of the Participant while an employee, director or
consultant of the Company or of an Affiliate, the Option shall be exercisable
by the Participant’s Survivors within one year after the date of death of the
Participant or, if earlier, within the originally prescribed term of the
Option. In such event, the Option shall be exercisable:


 


(x)            to the extent that the
Option has become exercisable but has not been exercised as of the date of
death; and


 


(y)           in the event rights to
exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of death of any additional vesting rights that would have
accrued on the next vesting date had the Participant not died. The proration
shall be based upon the number of days accrued in the current vesting period
prior to the Participant’s date of death.


 


5.             METHOD OF
EXERCISING OPTION.


 


Subject
to the terms and conditions of this Agreement, the Option may be exercised by
written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such
notice shall state the number of Shares with respect to which the Option is
being exercised and shall be signed by the person exercising the Option.
Payment of the purchase price for such Shares shall be made in accordance with
Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as
practicable after the notice shall be received, provided, however, that the
Company may delay issuance of such Shares until completion of any action or
obtaining of any consent, which the Company deems necessary under any
applicable law (including, without limitation, state securities or “blue sky”
laws). The Shares as to which the Option shall have been so exercised shall be
registered in the Company’s share register in the name of the person so
exercising the Option (or, if the Option shall be exercised by the Participant
and if the Participant shall so request in the notice exercising the Option,
shall be registered in the Company’s share register in the name of the
Participant and another person jointly, with right of survivorship) and shall
be delivered as provided above to or upon the written order of the person
exercising the Option. In the event the Option shall be exercised, pursuant to
Section 4 hereof, by any person other than the Participant, such notice
shall be accompanied by appropriate proof of the right of such person to
exercise the Option. All Shares that shall be purchased upon the exercise of
the Option as provided herein shall be fully paid and nonassessable.


 


6.             PARTIAL
EXERCISE.


 


Exercise
of this Option to the extent above stated may be made in part at any time and
from time to time within the above limits, except that no fractional share
shall be issued pursuant to this Option.


 


7.             NON-ASSIGNABILITY.


 


The
Option shall not be transferable by the Participant otherwise than by will or
by the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act or the rules thereunder. Except as provided above in
this paragraph, the Option shall be exercisable, during the Participant’s
lifetime, only by the Participant (or, in the event of legal incapacity or
incompetency, by the Participant’s guardian or representative) and shall not be
assigned, pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Any
attempted transfer, assignment, pledge, hypothecation or other disposition of
the Option or of any rights granted hereunder contrary to the provisions of
this Section 7, or the levy of any attachment or similar process upon the
Option shall be null and void.


 


3

















 


8.             NO RIGHTS
AS STOCKHOLDER UNTIL EXERCISE.


 


The
Participant shall have no rights as a stockholder with respect to Shares
subject to this Agreement until registration of the Shares in the Company’s
share register in the name of the Participant. Except as is expressly provided
in the Plan with respect to certain changes in the capitalization of the
Company, no adjustment shall be made for dividends or similar rights for which
the record date is prior to the date of such registration.


 


9.             ADJUSTMENTS.


 


The
Plan contains provisions covering the treatment of Options in a number of
contingencies such as stock splits and mergers. Provisions in the Plan for
adjustment with respect to stock subject to Options and the related provisions
with respect to successors to the business of the Company are hereby made
applicable hereunder and are incorporated herein by reference. [; provided,
however, that in the event of a Change of Control (as defined in Section 3
above)             % of the Shares which
would have vested in each vesting installment remaining under this Option will
be vested for purposes of Section 25(B) of the Plan.]


 


10.           TAXES.


 


The
Participant acknowledges that upon exercise of the Option the Participant will
be deemed to have taxable income measured by the difference between the then
fair market value of the Shares received upon exercise and the price paid for
such Shares pursuant to this Agreement. The Participant acknowledges that any
income or other taxes due from him or her with respect to this Option or the
Shares issuable pursuant to this Option shall be the Participant’s
responsibility.


 


The
Participant agrees that the Company may withhold from the Participant’s
remuneration, if any, the minimum statutory amount of federal, state and local
withholding taxes attributable to such amount that is considered compensation
includable in such person’s gross income. At the Company’s discretion, the
amount required to be withheld may be withheld in cash from such remuneration,
or in kind from the Shares otherwise deliverable to the Participant on exercise
of the Option. The Participant further agrees that, if the Company does not
withhold an amount from the Participant’s remuneration sufficient to satisfy
the Company’s income tax withholding obligation, the Participant will reimburse
the Company on demand, in cash, for the amount under-withheld.


 


11.           PURCHASE
FOR INVESTMENT.


 


Unless
the offering and sale of the Shares to be issued upon the particular exercise
of the Option shall have been effectively registered under the Securities Act
of 1933, as now in force or hereafter amended (the “1933 Act”), the Company
shall be under no obligation to issue the Shares covered by such exercise
unless and until the following conditions have been fulfilled:


 


(a)           The person(s) who
exercise the Option shall warrant to the Company, at the time of such exercise,
that such person(s) are acquiring such Shares for their own respective
accounts, for investment, and not with a view to, or for sale in connection
with, the distribution of any such Shares, in which event the person(s) acquiring
such Shares shall be bound by the provisions of the following legend which
shall be endorsed upon the certificate(s) evidencing the Shares issued
pursuant to such exercise:


 


“The
shares represented by this certificate have been taken for investment and they
may not be sold or otherwise transferred by any person, including a pledgee,
unless (1) either (a) a Registration Statement with respect to such
shares shall be effective under the Securities Act of 1933, as amended, or
(b) the Company shall have received an opinion of counsel satisfactory to
it that an exemption from registration under such Act is then available, and
(2) there shall have been compliance with all applicable state securities
laws;” and


 


4

















 


(b)           If the Company so requires,
the Company shall have received an opinion of its counsel that the Shares may
be issued upon such particular exercise in compliance with the 1933 Act without
registration thereunder. Without limiting the generality of the foregoing, the
Company may delay issuance of the Shares until completion of any action or
obtaining of any consent, which the Company deems necessary under any
applicable law (including without limitation state securities or “blue sky”
laws).


 


12.           RESTRICTIONS
ON TRANSFER OF SHARES.


 


12.1         The Participant agrees that in
the event the Company proposes to offer for sale to the public any of its
equity securities and such Participant is requested by the Company and any
underwriter engaged by the Company in connection with such offering to sign an
agreement restricting the sale or other transfer of Shares, then it will
promptly sign such agreement and will not transfer, whether in privately
negotiated transactions or to the public in open market transactions or
otherwise, any Shares or other securities of the Company held by him or her
during such period as is determined by the Company and the underwriters, not to
exceed 180 days following the closing of the offering, plus such
additional period of time as may be required to comply with Marketplace
Rule 2711 of the National Association of Securities Dealers, Inc. or
similar rules thereto (such period, the “Lock-Up Period”). Such agreement
shall be in writing and in form and substance reasonably satisfactory to the
Company and such underwriter and pursuant to customary and prevailing terms and
conditions. Notwithstanding whether the Participant has signed such an
agreement, the Company may impose stop-transfer instructions with respect to
the Shares or other securities of the Company subject to the foregoing
restrictions until the end of the Lock-Up Period.


 


12.2         The Participant acknowledges
and agrees that neither the Company, its shareholders nor its directors and
officers, has any duty or obligation to disclose to the Participant any
material information regarding the business of the Company or affecting the
value of the Shares before, at the time of, or following a termination of the
employment of the Participant by the Company, including, without limitation,
any information concerning plans for the Company to make a public offering of
its securities or to be acquired by or merged with or into another firm or
entity.


 


13.           NO
OBLIGATION TO MAINTAIN RELATIONSHIP.


 


The
Company is not by the Plan or this Option obligated to continue the Participant
as an employee, director or consultant of the Company or an Affiliate. The
Participant acknowledges: (i) that the Plan is discretionary in nature and
may be suspended or terminated by the Company at any time; (ii) that the
grant of the Option is a one-time benefit which does not create any contractual
or other right to receive future grants of options, or benefits in lieu of
options; (iii) that all determinations with respect to any such future
grants, including, but not limited to, the times when options shall be granted,
the number of shares subject to each option, the option price, and the time or
times when each option shall be exercisable, will be at the sole discretion of
the Company; (iv) that the Participant’s participation in the Plan is
voluntary; (v) that the value of the Option is an extraordinary item of
compensation which is outside the scope of the Participant’s employment
contract, if any; and (vi) that the Option is not part of normal or
expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments.


 


5

















 


14.           NOTICES.


 


Any
notices required or permitted by the terms of this Agreement or the Plan shall
be given by recognized courier service, facsimile, registered or certified
mail, return receipt requested, addressed as follows:


 


	
   

  	
  If to the Company:

  	
   

  	
   

  
	
   

  	
   

  	
  EnerNOC, Inc.

  	
   

  
	
   

  	
   

  	
  Attn: Chief Financial 

  Officer

  	
   

  
	
   

  	
   

  	
  101 Federal Street, Suite 1100

  	
   

  
	
   

  	
   

  	
  Boston, MA 02110

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to the Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


or to such other address or
addresses of which notice in the same manner has previously been given. Any
such notice shall be deemed to have been given upon the earlier of receipt, one
business day following delivery to a recognized courier service or three
business days following mailing by registered or certified mail.


 


15.           GOVERNING
LAW.


 


This
Agreement shall be construed and enforced in accordance with the law of the State
of Delaware without giving effect to the conflict of law principles thereof.
For the purpose of litigating any dispute that arises under this Agreement, the
parties hereby consent to exclusive jurisdiction in the Commonwealth of
Massachusetts and agree that such litigation shall be conducted in the courts
of Suffolk County, Massachusetts or the federal courts of the United States for
the District of Massachusetts.


 


16.           BENEFIT OF
AGREEMENT.


 


Subject
to the provisions of the Plan and the other provisions hereof, this Agreement
shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.


 


17.           ENTIRE
AGREEMENT.


 


This
Agreement, together with the Plan, embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement shall affect or
be used to interpret, change or restrict, the express terms and provisions of
this Agreement, provided, however, in any event, this Agreement shall be
subject to and governed by the Plan.


 


18.           MODIFICATIONS
AND AMENDMENTS.


 


The
terms and provisions of this Agreement may be modified or amended as provided
in the Plan.


 


19.           WAIVERS
AND CONSENTS.


 


Except
as provided in the Plan, the terms and provisions of this Agreement may be
waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or
provisions. No such waiver or consent shall be deemed to be or shall 


 


6

















 


constitute a waiver or
consent with respect to any other terms or provisions of this Agreement,
whether or not similar. Each such waiver or consent shall be effective only in
the specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.


 


20.           DATA
PRIVACY.


 


By
entering into this Agreement, the Participant: (i) authorizes the Company
and each Affiliate, and any agent of the Company or any Affiliate administering
the Plan or providing Plan recordkeeping services, to disclose to the Company
or any of its Affiliates such information and data as the Company or any such
Affiliate shall request in order to facilitate the grant of options and the
administration of the Plan; (ii) waives any data privacy rights he or she
may have with respect to such information; and (iii) authorizes the
Company and each Affiliate to store and transmit such information in electronic
form.


 


[Remainder of Page Intentionally Left Blank]


 


7

















 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, and the Participant has hereunto set his or her hand,
all as of the day and year first above written.


 


	
   

  	
  ENERNOC, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant

  



 


8

















 


Exhibit A


 


NOTICE OF EXERCISE OF NON-QUALIFIED
STOCK OPTION


 


TO:  EnerNOC, Inc.


 


IMPORTANT NOTICE: This form
of Notice of Exercise may only be used at such time as the Company has filed a
Registration Statement with the Securities and Exchange Commission under which
the issuance of the Shares for which this exercise is being made is registered
and such Registration Statement remains effective.


 


Ladies and Gentlemen:


 


I
hereby exercise my Non-Qualified Stock Option to purchase                          shares (the “Shares”)
of the common stock, $.001 par value, of EnerNOC, Inc. (the “Company”), at
the exercise price of $             per
share, pursuant to and subject to the terms of that certain Non-Qualified Stock
Option Agreement between the undersigned and the Company dated
                       ,
200            .


 


I
understand the nature of the investment I am making and the financial risks
thereof. I am aware that it is my responsibility to have consulted with
competent tax and legal advisors about the relevant national, state and local
income tax and securities laws affecting the exercise of the Option and the
purchase and subsequent sale of the Shares.


 


I
am paying the option exercise price for the Shares as follows:


	
   

  	
   

  	
   

  



 


Please
issue the Shares (check one):


 


o to me; or


 


o to me and                                                
, as joint tenants with right of survivorship,


 


at
the following address:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


A-1

















 


My
mailing address for shareholder communications, if different from the address
listed above, is:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant (signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security Number

  



 


A-2






 












 


RESTRICTED STOCK AGREEMENT


 


ENERNOC, INC.


 


AGREEMENT
made as of the                         ,
20     (the “Grant Date”), between EnerNOC, Inc.
(the “Company”), a Delaware corporation,
and                           
(the “Participant”).


 


WHEREAS,
the Company has adopted the EnerNOC, Inc.
Amended and Restated 2007 Employee, Director and Consultant Stock Plan (the
“Plan”) to promote the interests of the Company by providing an incentive for
employees, directors and consultants of the Company or its Affiliates;


 


WHEREAS,
pursuant to the provisions of the Plan, the Company desires to offer to the
Participant shares of the Company’s common stock, $.001 par value per share (“Common Stock”), in accordance with the
provisions of the Plan, all on the terms and conditions hereinafter set forth;


 


WHEREAS,
Participant wishes to accept said offer; and


 


WHEREAS,
the parties hereto understand and agree that any terms used and not defined
herein have the meanings ascribed to such terms in the Plan.


 


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


 


1.                                       Terms of Grant.  The Participant hereby accepts the offer of
the Company to issue to the Participant, in accordance with the terms of the
Plan and this Agreement,                   
(      ) Shares of the Company’s Common Stock (such shares, subject to
adjustment pursuant to Section 25  of the Plan and Subsection 2.1(h) hereof,
the “Granted Shares”) at a purchase price of $.001 per share (the “Purchase Price”), receipt of which is hereby
acknowledged by the Participant’s prior service to the Company and which amount
will be reported as income on the Participant’s W-2 for this calendar year.


 


2.1.                              Forfeiture
Provisions.


 


(a)                                  Lapsing
Forfeiture Right.  In the
event that for any reason the Participant is no longer an employee, director or
consultant of the Company or an Affiliate prior to                     (the
“Termination”), the Participant (or the Participant’s Survivor) shall, on the
date of Termination, immediately forfeit to the Company (or its designee) all
of the Granted Shares which have not yet lapsed in accordance with the schedule
set forth below (the “Lapsing Forfeiture Right”).


 


The
Company’s Lapsing Forfeiture Right is as follows:


 


(i)                                     If the Participant’s
Termination is prior to [the first anniversary of
the Grant Date], all of the Granted Shares shall be forfeited to the
Company.


 


(ii)                                  If the Participant’s
Termination is on or after [the first anniversary of
the Grant Date], but prior to                         ,
    % of the Granted Shares shall be forfeited to the
Company (rounded up to the next highest whole number of shares), provided that           %
of the Granted Shares shall no longer be subject to the Lapsing
Forfeiture Right on the 1st of each quarter after                   
and until                     .


 

















 


(b)                                 Effect of
Termination for Disability or upon Death.  The following rules apply if the
Participant’s Termination is by reason of Disability or death:  to the extent the Company’s Lapsing
Forfeiture Right has not lapsed as of the date of Disability or death, as case
may be, the Participant shall forfeit to the Company any or all of the Granted
Shares subject to such Lapsing Forfeiture Right; provided, however, that the
Company’s Lapsing Forfeiture Right shall be deemed to have lapsed to the extent
of a pro rata portion of the Granted Shares through the date of Disability or
death, as would have lapsed had the Participant not become Disabled or died, as
the case may be.  The proration shall be
based upon the number of days accrued in such current vesting period prior to
the Participant’s date of Disability or death, as the case may be.


 


(c)                                  Effect of a For
Cause Termination.           Notwithstanding
anything to the contrary contained in this Agreement, in the event the Company
or an Affiliate terminates the Participant’s employment or service for “cause”  (as defined in the Plan) or in the event
the Administrator determines, within one year after the Participant’s
termination, that either prior or subsequent to the Participant’s termination
the Participant engaged in conduct that would constitute “cause,” all of the
Granted Shares then held by the Participant shall be forfeited to the Company
immediately as of the time the Participant is notified that he or she has been
terminated for “cause” or that he or she engaged in conduct which would
constitute “cause”.


 


[Accelerated vesting on Change of Control to be determined on a
grant-by-grant basis] [(d)                                         Effect of Change of Control.  Except as otherwise provided in Subsection
2.1(c) above, the Company’s Lapsing Forfeiture Right shall terminate, and the Participant’s
ownership of all Granted Shares then owned by the Participant shall become
vested in accordance with the terms and conditions set forth in Section 25(b) of
the Plan.]


 


(e)                                  Escrow.  The certificates representing all Granted
Shares acquired by the Participant hereunder which from time to time are
subject to the Lapsing Forfeiture Right shall be delivered to the Company and
the Company shall hold such Granted Shares in escrow as provided in this
Subsection 2.1(e). The Company
shall promptly release from escrow and deliver to the Participant a certificate
for the whole number of Granted Shares, if any, as to which the Company’s
Lapsing Forfeiture Right has
lapsed. In the event of forfeiture to the Company of Granted Shares
subject to the Lapsing Forfeiture Right, the Company shall release from escrow
and cancel a certificate for the number of Granted Shares so forfeited.  Any cash or securities distributed in respect
of the Granted Shares held in escrow, including, without limitation, ordinary
cash dividends or shares issued as a result of stock splits, stock dividends or
other recapitalizations (“Retained Distributions”), shall also be held in
escrow in the same manner as the Granted Shares and all Retained Distributions shall be forfeited to the Company or
released from escrow and delivered to the Participant, as the case may be, at
such time and in such manner as the Granted Shares to which such Retained
Distributions so relate. All
ordinary cash dividends retained hereunder shall, during the period in which
such dividends are retained by the Company, be deposited into an account at a
financial institution selected by the Company, which shall not be required to
bear interest or be segregated in a separate account.


 


(f)                                    Prohibition on
Transfer.  The
Participant recognizes and agrees that all Granted Shares and Retained
Distributions which are subject to the Lapsing Forfeiture Right may not be
sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise
disposed of, whether voluntarily or by operation of law, other than to the
Company (or its designee).  However, the Participant, with the approval of the Administrator, may
transfer the Granted Shares and Retained Distributions for no consideration to
or for the benefit of the Participant’s Immediate Family (including, without
limitation, to a trust for the benefit of the Participant’s Immediate Family or
to a partnership or limited liability company for one or more members of the
Participant’s Immediate Family), subject to such limits as the Administrator
may establish, and the transferee shall remain subject to all the terms and
conditions applicable to this Agreement prior to such transfer and each such
transferee shall so acknowledge in writing as a condition precedent to the
effectiveness of such transfer.  The term
“Immediate Family” shall mean the Participant’s spouse, former spouse, parents,
children, stepchildren, adoptive relationships, 


 


2

















 


sisters, brothers, nieces and nephews and
grandchildren (and, for this purpose, shall also include  the Participant.  The Company
shall not be required to transfer any Granted Shares or Retained Distributions
on its books which shall have been sold, assigned or otherwise transferred in
violation of this Subsection 2.1(f), or to treat as the owner of such Granted
Shares or Retained Distributions, or to accord the right to vote as such owner
or to pay dividends to, any person or organization to which any such Granted
Shares or Retained Distributions shall have been so sold, assigned or otherwise
transferred, in violation of this Subsection 2.1(f).


 


(g)                                 Failure to
Deliver Granted Shares to be Forfeited.  In the event that the Granted Shares to be
forfeited to the Company under this Agreement are not in the Company’s possession
pursuant to Subsection 2.1(e) above or otherwise and the Participant or
the Participant’s Survivor fails to deliver such Granted Shares to the Company
(or its designee), the Company may immediately take such action as is
appropriate to transfer record title of such Granted Shares from the
Participant to the Company (or its designee) and treat the Participant and such
Granted Shares in all respects as if delivery of such Granted Shares had been
made as required by this Agreement.  The
Participant hereby irrevocably grants the Company a power of attorney which
shall be coupled with an interest for the purpose of effectuating the preceding
sentence.


 


(h)                                 Adjustments.  The Plan contains provisions covering the
treatment of Shares in a number of contingencies such as stock splits and
mergers.  Provisions in the Plan for
adjustment with respect to the Granted Shares and the related provisions with
respect to successors to the business of the Company are hereby made applicable
hereunder and are incorporated herein by reference.


 


2.2                                 General
Restrictions on Transfer of Granted Shares.


 


(a)                                  The Participant
agrees that in the event the Company proposes to offer for sale to the public
any of its equity securities and such Participant is requested by the Company
and any underwriter engaged by the Company in connection with such offering to
sign an agreement restricting the sale or other transfer of Shares, then it
will promptly sign such agreement and will not transfer, whether in privately
negotiated transactions or to the public in open market transactions or
otherwise, any Shares or other securities of the Company held by him or her
during such period as is determined by the Company and the underwriters, not to
exceed 90 days following the closing of the offering, plus such additional
period of time as may be required to comply with Marketplace Rule 2711 of
the National Association of Securities Dealers, Inc. or similar rules thereto
(such period, the “Lock-Up Period”). 
Such agreement shall be in writing and in form and substance reasonably
satisfactory to the Company and such underwriter and pursuant to customary and
prevailing terms and conditions. 
Notwithstanding whether the Participant has signed such an agreement,
the Company may impose stop-transfer instructions with respect to the Shares or
other securities of the Company subject to the foregoing restrictions until the
end of the Lock-Up Period.


 


(b)                                 The Participant
acknowledges and agrees that neither the Company nor, its shareholders nor its
directors and officers, has any duty or obligation to disclose to the
Participant any material information regarding the business of the Company or
affecting the value of the Shares before, at the time of, or following a
Termination, including, without limitation, any information concerning plans
for the Company to make a public offering of its securities or to be acquired
by or merged with or into another firm or entity.


 


3.                                       Securities Law Compliance.  The Participant specifically acknowledges and
agrees that any sales of Granted Shares shall be made in accordance with the
requirements of the Securities Act of 1933, as amended.


 


3

















 


4.                                       Rights as a
Stockholder.  The
Participant shall have all the rights of a stockholder with respect to the
Granted Shares, including voting and dividend rights, subject to the transfer
and other restrictions set forth herein, including pursuant to Section 2.1(e) hereof
and in the Plan.


 


5.                                       Legend.  In addition to any legend required pursuant
to the Plan, all certificates representing the Granted Shares to be issued to
the Participant pursuant to this Agreement shall have endorsed thereon a legend
substantially as follows:


 


“The
shares represented by this certificate are subject to restrictions set forth in
a Restricted Stock Agreement dated as of
                
with this Company, a copy of which Agreement is available for inspection at the
offices of the Company or will be made available upon request.”


 


6.                                       Incorporation
of the Plan.  The
Participant specifically understands and agrees that the Granted Shares issued
under the Plan are being sold to the Participant pursuant to the Plan, a copy
of which Plan the Participant acknowledges he or she has read and understands
and by which Plan he or she agrees to be bound. 
The provisions of the Plan are incorporated herein by reference.


 


7.                                       Tax Liability
of the Participant and Payment of Taxes. The Participant
acknowledges and agrees that any income or other taxes due from the Participant
with respect to the Granted Shares issued pursuant to this Agreement,
including, without limitation, the Lapsing Forfeiture Right, shall be the
Participant’s responsibility.  Without
limiting the foregoing, the Participant agrees that, to the extent that the
lapsing of restrictions on disposition of any of the Granted Shares or the
declaration of dividends on any such shares before the lapse of such
restrictions on disposition results in the Participant’s being deemed to be in
receipt of earned income under the provisions of the Code, the Company shall be
entitled to immediate payment from the Participant of the amount of any tax
required to be withheld by the Company.


 


Upon
execution of this Agreement, the Participant may file an election under Section 83
of the Code in substantially the form attached as Exhibit B.  The Participant acknowledges that if he does
not file such an election, as the Granted Shares are released from the Lapsing
Forfeiture Right in accordance with Section 2.1, the Participant will have
income for tax purposes equal to the fair market value of the Granted Shares at
such date, less the price paid for the Granted Shares by the Participant.  The
Participant has been given the opportunity to obtain the advice of his or her
tax advisors with respect to the tax consequences of the purchase of the
Granted Shares and the provisions of this Agreement.


 


[If the Participant has not
filed an election under Section 83 of the Code, the Participant shall be
required to deposit with the Company an amount of cash equal to the amount
determined by the Company to be required with respect to the statutory minimum
of the Participant’s estimated total federal, state and local tax obligations
associated with the termination of the Lapsing Forfeiture Right with respect to
the Granted Shares.  In connection with
the foregoing, the Participant agrees that the Company shall authorize a
registered broker(s) (the “Broker”) to sell on the date that the Granted
Shares shall be released from the Lapsing Forfeiture Right such number of Granted
Shares as the Company instructs the Broker to sell to satisfy the Company’s
withholding obligations, after deduction of the Broker’s commission, and the
Broker shall remit to the Company the cash necessary in order for the Company
to satisfy its withholding obligation. 
The Company shall not deliver any of the Granted Shares until the
deposit required herein for withholding has been made.  In connection with such sale of Granted
Shares, the Participant shall execute any such documents requested by Broker in
order to effectuate the sale of the Granted Shares and payment of the
withholding obligation to the Company.]


 


8.                                       Equitable
Relief.  The Participant specifically
acknowledges and agrees that in the event of a breach or threatened breach of
the provisions of this Agreement or the Plan, including the attempted 


 


4

















 


transfer
of the Granted Shares by the Participant in violation of this Agreement,
monetary damages may not be adequate to compensate the Company, and, therefore,
in the event of such a breach or threatened breach, in addition to any right to
damages, the Company shall be entitled to equitable relief in any court having
competent jurisdiction.  Nothing herein
shall be construed as prohibiting the Company from pursuing any other remedies
available to it for any such breach or threatened breach.


 


9.                                       No Obligation
to Maintain Relationship.  The
Company is not by the Plan or this Agreement obligated to continue the
Participant as an employee, director or consultant of the Company or an
Affiliate.  The Participant
acknowledges:  (i) that the Plan is
discretionary in nature and may be suspended or terminated by the Company at
any time; (ii) that the grant of the Shares is a one-time benefit which
does not create any contractual or other right to receive future grants of
shares, or benefits in lieu of shares; (iii) that all determinations with
respect to any such future grants, including, but not limited to, the times
when shares shall be granted, the number of shares to be granted, the purchase
price, and the time or times when each share shall be free from a lapsing
repurchase or forfeiture right, will be at the sole discretion of the Company;
(iv) that the Participant’s participation in the Plan is voluntary; (v) that
the value of the Shares is an extraordinary item of compensation which is
outside the scope of the Participant’s employment contract, if any; and (vi) that
the Shares are not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments.


 


10.                                 Notices.  Any notices required or permitted by the
terms of this Agreement or the Plan shall be given by recognized courier
service, facsimile, registered or certified mail, return receipt requested,
addressed as follows:


 


	
   

  	
  If to the Company:

  	
   

  	
   

  
	
   

  	
   

  	
  EnerNOC, Inc.

  	
   

  
	
   

  	
   

  	
  Attn: Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
  101 Federal Street, Suite
  1100

  	
   

  
	
   

  	
   

  	
  Boston, MA  02110

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to the Employee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


or
to such other address or addresses of which notice in the same manner has
previously been given.  Any such notice
shall be deemed to have been given on the earliest of receipt, one business day
following delivery by the sender to a recognized courier service, or three
business days following mailing by registered or certified mail.


 


11.                                 Benefit of
Agreement.  Subject to
the provisions of the Plan and the other provisions hereof, this Agreement
shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.


 


12.                                 Governing Law.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware, without
giving effect to the conflict of law principles thereof.  For the purpose of litigating any dispute
that arises under this Agreement, whether at law or in equity, the parties
hereby consent to exclusive jurisdiction in the Commonwealth of Massachusetts  and
agree that such litigation shall be conducted in the courts of Suffolk County,
Massachusetts or the federal courts of the United States for the District of
Massachusetts.


 


5

















 


13.                                 Severability.  If any provision of this Agreement is held to
be invalid or unenforceable by a court of competent jurisdiction, then such
provision or provisions shall be modified to the extent necessary to make such
provision valid and enforceable, and to the extent that this is impossible,
then such provision shall be deemed to be excised from this Agreement, and the
validity, legality and enforceability of the rest of this Agreement shall not
be affected thereby.


 


14.                                 Entire
Agreement.  This
Agreement, together with the Plan, constitutes the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. 
No statement, representation, warranty, covenant or agreement not
expressly set forth in this Agreement shall affect or be used to interpret,
change or restrict the express terms and provisions of this Agreement provided,
however, in any event, this Agreement shall be subject to and governed by the
Plan.


 


15.                                 Modifications
and Amendments; Waivers and Consents.  The terms and provisions of this Agreement
may be modified or amended as provided in the Plan.  Except as provided in the Plan, the terms and
provisions of this Agreement may be waived, or consent for the departure
therefrom granted, only by written document executed by the party entitled to
the benefits of such terms or provisions. 
No such waiver or consent shall be deemed to be or shall constitute a
waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar.  Each
such waiver or consent shall be effective only in the specific instance and for
the purpose for which it was given, and shall not constitute a continuing
waiver or consent.


 


16.                                 Consent of
Spouse/Domestic Partner.  If
the Participant has a spouse or domestic partner as of the date of this
Agreement, the Participant’s spouse or domestic partner shall execute a Consent
of Spouse/Domestic Partner in the form of Exhibit A hereto, effective
as of the date hereof.  Such consent
shall not be deemed to confer or convey to the spouse or domestic partner any
rights in the Granted Shares that do not otherwise exist by operation of law or
the agreement of the parties.  If the
Participant subsequent to the date hereof, marries, remarries or applies to the
Company for domestic partner benefits, the Participant shall, not later than 60
days thereafter, obtain his or her new spouse/domestic partner’s
acknowledgement of and consent to the existence and binding effect of all
restrictions contained in this Agreement by having such spouse/domestic partner
execute and deliver a Consent of Spouse/Domestic Partner in the form of Exhibit A.


 


17.                                 Counterparts.  This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


18.                                 Data Privacy.  By entering into this Agreement, the
Participant:  (i) authorizes the
Company and each Affiliate, and any agent of the Company or any Affiliate
administering the Plan or providing Plan record keeping services, to disclose
to the Company or any of its Affiliates such information and data as the
Company or any such Affiliate shall request in order to facilitate the grant of
Shares and the administration of the Plan; (ii) waives any data privacy
rights he or she may have with respect to such information; and (iii) authorizes
the Company and each Affiliate to store and transmit such information in
electronic form.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


6

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


	
   

  	
  ENERNOC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  



 


7

















 


EXHIBIT A


 


CONSENT OF SPOUSE/DOMESTIC PARTNER


 


I,
                                                        ,
spouse or domestic partner of
                                                  ,
acknowledge that I have read the RESTRICTED STOCK AGREEMENT dated as of
                              
(the “Agreement”) to which this Consent is attached as Exhibit A and that
I know its contents.  Capitalized terms
used and not defined herein shall have the meanings assigned to such terms in
the Agreement.  I am aware that by its
provisions the Granted Shares granted to my spouse/domestic partner pursuant to
the Agreement are subject to a Lapsing Forfeiture Right in favor of EnerNOC, Inc. (the “Company”) and
that, accordingly, I may be required to forfeit to the Company any or all
of the Granted Shares of which I may become possessed as a result of a gift
from my spouse/domestic partner or a court decree and/or any property
settlement in any domestic litigation.


 


I
hereby agree that my interest, if any, in the Granted Shares subject to the
Agreement shall be irrevocably bound by the Agreement and further understand and
agree that any community property interest I may have in the Granted Shares
shall be similarly bound by the Agreement.


 


I
agree to the Lapsing Forfeiture Right described in the Agreement and I hereby
consent to the forfeiture of the Granted Shares to the Company by my
spouse/domestic partner or my spouse/domestic partner’s legal representative in
accordance with the provisions of the Agreement.  Further, as part of the consideration for the
Agreement, I agree that at my death, if I have not disposed of any
interest of mine in the Granted Shares by an outright bequest of the Granted
Shares to my spouse or domestic partner, then the Company shall have the same
rights against my legal representative to exercise its rights to the Granted
Shares with respect to any interest of mine in the Granted Shares as it would
have had pursuant to the Agreement if I had acquired the Granted Shares
pursuant to a court decree in domestic litigation.


 


I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN
THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL
GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT.  I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL
OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH
RIGHT.


 


Dated
as of the
              
day of
                                ,
20    .


 


 


	
   

  	
   

  
	
   

  	
  Print
  name:

  



 


A-1

















 


EXHIBIT B


 


Election to Include Gross Income
in Year


of Transfer Pursuant to Section 83(b)


of the Internal Revenue Code of
1986, as amended


 


In
accordance with Section 83(b) of the Internal Revenue Code of 1986,
as amended (the “Code”), the undersigned hereby elects to include in his gross
income as compensation for services the excess, if any, of the fair market
value of the property (described below) at the time of transfer over the amount
paid for such property.


 


The
following sets for the information required in accordance with the Code and the
regulations promulgated hereunder:


 


1.                                       The name,
address and social security number of the undersigned are:


 


Name:


Address:


Social Security No.:


 


2.                                       The description
of the property with respect to which the election is being made is as follows:


 


                     (      )
shares (the “Shares”) of Common Stock, $.001 par value per share, of EnerNOC, Inc., a Delaware
corporation (the “Company”).


 


3.                                       This election
is made for the calendar year         ,
with respect to the transfer of the property to the Taxpayer on
                                  .


 


4.                                       Description of
restrictions:  The property is subject to
the following restrictions:


 


In the event taxpayer’s employment with the Company or an Affiliate is
terminated, the taxpayer shall forfeit the Shares as set forth below:


 


A.                                   If the
termination takes place on or prior to
                        
all of the Shares will be forfeited.


 


B.                                     If the
termination takes place after
                    ,
200  , the number of Shares forfeited shall be
                            
(      ) Shares less
                                        
(      ) Shares for each full twelve (12) month
period elapsed after                           ,
200   if the taxpayer is employed by the Company or an Affiliate.


 


5.                                       The fair market
value at time of transfer (determined without regard to any restrictions other
than restrictions which by their terms will never lapse) of the property with
respect to which this election is being made was not more than
$         per Share.


 


6.                                       The amount paid
by taxpayer for said property was $       per Share.


 


7.                                       A copy of this
statement has been furnished to the Company.


 


Signed
this          day of
            , 200  .


 


 


	
   

  	
   

  
	
   

  	
  Print
  Name:

  



 


B-1






 












 


RESTRICTED
STOCK UNIT AGREEMENT


 


ENERNOC,
INC.


 


This Restricted Stock
Unit Agreement is made as of the
                day of
                                      ,
20     (the “Grant Date”), by and between EnerNOC, Inc.,
a Delaware corporation having
its principal place of business at 101 Federal Street, Suite 1100, Boston,
Massachusetts 02110 (the “Company”), and                                                 
(the “Participant”).


 


WHEREAS, the Company has
adopted the Amended and Restated 2007 Employee, Director and Consultant Stock
Plan (the “Plan”) to promote the interests of the Company by providing an
incentive for employees, directors and consultants of the Company or its
Affiliates;


 


WHEREAS, pursuant to the
provisions of the Plan, the Company desires to grant to the Participant
restricted stock units (“RSUs”) related to the Company’s common stock, $.001 par value per share (“Common
Stock”), in accordance with the provisions of the Plan, all on the terms and
conditions hereinafter set forth;


 


WHEREAS, the Company and
the Participant understand and agree that any terms used and not defined herein
have the meanings ascribed to such terms in the Plan.


 


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


 


1.             Grant of Award. 
The Company hereby grants to the Participant an aggregate of
                      
RSUs (the “Award”) which represents a contingent entitlement of the Participant
to receive shares of Common Stock, on the terms and conditions and subject to
all the limitations set forth herein and in the Plan, which is incorporated
herein by reference.  The Participant
acknowledges receipt of a copy of the Plan.


 


2.             Vesting of Award.


 


Subject
to the terms and conditions set forth in this Agreement and the Plan, the Award
granted hereby shall vest as follows provided that the Participant remains
continuously employed by the Company or an Affiliate through the applicable
vesting date:


 


	
  Number of RSUs

  	
   

  	
  Vesting
  Date

  
	
   

  	
   

  	
   

  
	
  25%
  of the RSUs

  	
   

  	
  On
  the first anniversary of the Grant Date

  
	
   

  	
   

  	
   

  
	
  An additional
           % of the RSUs rounded
  down to the nearest whole share

  	
   

  	
  On
  the first day of each
              following
  the first anniversary of the Grant Date of this Agreement for

  



 


[Accelerated vesting on Change of Control to be determined on a
grant-by-grant basis.]  [Notwithstanding
the foregoing, in the event of a Change of Control (as defined below),
    % of the RSUs which would have vested in each vesting
installment remaining under this Award will be vested for purposes of Section 24(b) of
the Plan unless this Award has otherwise expired or been terminated pursuant to
its terms or the terms of the Plan.


 

















 


Change of Control means the occurrence of any of the following events:


 


(i)                                     Ownership.  Any “Person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing
50% or more of the total voting power represented by the Company’s then
outstanding voting securities (excluding for this purpose the Company or its
Affiliates or any employee benefit plan of the Company) pursuant to a
transaction or a series of related transactions which the Board of Directors
does not approve; or


 


(ii)                                  Merger/Sale of Assets.  A merger or consolidation of the Company
whether or not approved by the Board of Directors, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or the parent of such corporation) at least 50% of the total
voting power represented by the voting securities of the Company or such
surviving entity or parent of such corporation outstanding immediately
after such merger or consolidation, or the stockholders of the Company approve
an agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets; or


 


(iii)                               Change in Board
Composition.  A change in the composition
of the Board of Directors, as a result of which fewer than a majority of the
directors are Incumbent Directors. 
“Incumbent Directors” shall mean directors who either (A) are
directors of the Company as of [insert grant date], or (B) are elected, or nominated for
election, to the Board of Directors with the affirmative votes of at least
a majority of the Incumbent Directors at the time of such election or
nomination (but shall not include an individual whose election or nomination is
in connection with an actual or threatened proxy contest relating to the
election of directors to the Company).]


 


On
the vesting date set forth above, the Participant shall be entitled to receive
such number of shares of Common Stock equivalent to the number of RSUs set forth
opposite such vesting date provided that the Participant is employed by the
Company or an Affiliate on such vesting date. 
Such shares of Common Stock shall thereafter be delivered by the Company
to the Participant in accordance with this Agreement and the Plan and as
required to comply with Section 409A of the Code.  Notwithstanding the foregoing, if the
Participant is as of the vesting date a
“specified employee” (as defined under Section 409A of the Code) then such
payment of shares of Common Stock, if required by Section 409A of the
Code, will be made six months after the date of such Separation from Service
(as defined in Section 409A of the Code).


 


Except as otherwise set
forth in this Agreement, if the Participant ceases to be employed for any reason
by the Company or an Affiliate prior to a vesting date, then as of the date on
which the Participant’s employment terminates, all unvested RSUs subject to
this Award shall immediately be forfeited to the Company and this Agreement
shall terminate and be of no further force or effect.


 


3.             Prohibitions on Transfer and Sale.


 


This
Award (including any additional RSUs received by the Participant as a result of
stock dividends, stock splits or any other similar transaction affecting the
Company’s securities without


 


2

















 


receipt of consideration) shall not be transferable by the Participant
otherwise than by will or by the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Code or Title I of
the Employee Retirement Income Security Act or the rules thereunder.  Except as provided in the previous sentence,
the shares of Common Stock to be issued pursuant to this Agreement shall be
issued, during the Participant’s lifetime, only to the Participant (or, in the
event of legal incapacity or incompetence, to the Participant’s guardian or
representative). This Award shall not be assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. 
Any attempted transfer, assignment, pledge, hypothecation or other
disposition of this Award or of any rights granted hereunder contrary to the
provisions of this Section 3, or the levy of any attachment or similar
process upon this Award shall be null and void.


 


4.             Adjustments. 
The Plan contains provisions covering the treatment of RSUs and shares
of Common Stock in a number of contingencies such as stock splits and
mergers.  Provisions in the Plan for
adjustment with respect to this Award and the related provisions with respect
to successors to the business of the Company are hereby made applicable
hereunder and are incorporated herein by reference.


 


5.             Securities Law Compliance.  The Participant specifically acknowledges and
agrees that any sales of shares of Common Stock issued hereunder shall be sold
in accordance with the requirements of the Securities Act of 1933, as amended.


 


6.             Rights as a Stockholder.  The Participant shall have no right as a
stockholder, including voting and dividend rights, with respect to the RSUs
subject to this Agreement.


 


7.             Tax Liability of the Participant and Payment of Taxes.


 


The Participant
acknowledges and agrees that any income or other taxes due from the Participant
with respect to this Award or the shares of Common Stock to be issued pursuant
to this Agreement or otherwise sold shall be the Participant’s
responsibility.  Without limiting the
foregoing, the Participant agrees that the Participant will owe taxes at each
vesting date on the portion of the Award then vested and the Company shall be
entitled to immediate payment from the Participant of the amount of any tax
required to be withheld by the Company.  In connection
with the foregoing, the Participant agrees that if an arrangement to pay the
withholding obligation in cash has not been received by the Company prior to a
vesting date, the Company shall authorize a registered broker (the “Broker”) to
sell on such vesting date such number of shares of Common Stock otherwise
deliverable to the Participant on vesting of the Award as the Company instructs
the Broker to sell to satisfy the Company’s withholding obligation, after
deduction of the Broker’s commission, and the Broker shall remit to the Company
the cash necessary in order for the Company to satisfy its withholding
obligation.  In connection with such sale
of shares of Common Stock, the Participant shall execute any such documents
requested by Broker in order to effectuate the sale of the shares of Common
Stock and payment of the withholding obligation to the Company. 
The Company shall not deliver any shares of Common Stock to the
Participant until all withholdings have been made.


 


8.             Participant Acknowledgements and Authorizations.


 


The Participant
acknowledges the following:


 


(a)           The Company is not by the Plan or
this Award obligated to continue the Participant as an employee, director or
consultant of the Company or an Affiliate.


 


(b)           The Plan is discretionary in nature
and may be suspended or terminated by the Company at any time.


 


3

















 


(c)           The grant of this Award is considered
a one-time benefit and does not create a contractual or other right to receive
any other award under the Plan, benefits in lieu of awards or any other
benefits in the future.


 


(d) The Plan is a
voluntary program of the Company and future awards, if any, will be at the sole
discretion of the Company, including, but not limited to, the timing of any
grant, the amount of any award, vesting provisions and purchase price, if any.


 


(e)           The value of this Award is an
extraordinary item of compensation outside of the scope of any employment.  As such the Award is not part of normal or
expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments. 
The future value of the shares of Common Stock is unknown and cannot be
predicted with certainty.


 


(f)            The Participant authorizes his or
her employer to furnish the Company (and any agent administering the Plan or
providing recordkeeping services) with such information and data as it shall
request in order to facilitate the grant of the Award and the administration of
the Plan, and the Participant waives any data privacy rights he or she may have
with respect to such information or the sharing of such information.


 


9.             Notices. 
Any notices required or permitted by the terms of this Agreement or the
Plan shall be given by recognized courier service, facsimile, registered or
certified mail, return receipt requested, addressed as follows:


 


If to
the Company at the principal business office listed on the first page of
this Agreement.


 


If
to the Participant at the address set forth in the Company’s employment
directory, or to such other address or addresses of which notice in the same
manner has previously been given.  Any
such notice shall be deemed to have been given on the earliest of receipt, one
business day following delivery by the sender to a recognized courier service,
or three business days following mailing by registered or certified mail.


 


10.           Benefit of Agreement.  Subject to the provisions of the Plan and the
other provisions hereof, this Agreement shall be for the benefit of and shall
be binding upon the heirs, executors, administrators, successors and assigns of
the parties hereto.


 


11.           Governing Law.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware, without
giving effect to the conflict of law principles thereof.  For the purpose of litigating any dispute
that arises under this Agreement, whether at law or in equity, the parties
hereby consent to exclusive jurisdiction in the Commonwealth of Massachusetts  and
agree that such litigation shall be conducted in the courts of Suffolk County,
Massachusetts or the federal courts of the United States for the District of
Massachusetts.


 


12.           Severability.  If any provision of this Agreement is held to
be invalid or unenforceable by a court of competent jurisdiction, then such
provision or provisions shall be modified to the extent necessary to make such
provision valid and enforceable, and to the extent that this is impossible,
then such provision shall be deemed to be excised from this Agreement, and the
validity, legality and enforceability of the rest of this Agreement shall not
be affected thereby.


 


13.           Entire Agreement.  This Agreement, together with the Plan,
constitutes the entire agreement and understanding between the parties hereto
with respect to the subject matter hereof and supersedes all prior oral or
written agreements and understandings relating to the subject matter
hereof.  


 


4

















 


No statement, representation, warranty, covenant or agreement not
expressly set forth in this Agreement shall affect or be used to interpret,
change or restrict the express terms and provisions of this Agreement provided,
however, in any event, this Agreement shall be subject to and governed by the
Plan.


 


14.           Modifications and Amendments;
Waivers and Consents.  The terms and
provisions of this Agreement may be modified or amended as provided in the
Plan.  Except as provided in the Plan,
the terms and provisions of this Agreement may be waived, or consent for the
departure therefrom granted, only by written document executed by the party
entitled to the benefits of such terms or provisions.  No such waiver or consent shall be deemed to
be or shall constitute a waiver or consent with respect to any other terms or
provisions of this Agreement, whether or not similar.  Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


15.           Counterparts.  This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


 [THE NEXT PAGE IS THE SIGNATURE PAGE]


 


5

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Restricted Stock Unit Agreement as of the day
and year first above written.


 


	
   

  	
  ENERNOC,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  



 


6






 












 


ENERNOC, INC.


EMPLOYEE, DIRECTOR AND
CONSULTANT STOCK PLAN


 


HMRC APPROVED SUB PLAN FOR UK
EMPLOYEES


(“THE UK SUB-PLAN”)


 


 


Adopted by the Board of Directors on: 2 June 2010


Approved by HMRC on: 16 September 2010


HMRC reference no: X 105704


 


 





 


Alder
Castle


10
Noble Street


London
EC2V 7QJ


Tel:
+44 (0)20 7645 2400


Fax: +44 (0)20 7645 2424


 

















 


ENERNOC, INC.


2007 EMPLOYEE, DIRECTOR AND
CONSULTANT STOCK PLAN


HMRC APPROVED SUB-PLAN FOR UK
EMPLOYEES


(“‘THE UK SUB-PLAN”)


 


1.             GENERAL


 


This
supplement to the EnerNOC, Inc. Amended and Restated 2007 Employee,
Director and Consultant Stock Plan (“the Plan”) sets out the HMRC Sub-Plan for
UK Employees (“the UK Sub-Plan”).


 


2.             ESTABLISHMENT OF UK SUB-PLAN


 


EnerNOC
Inc. (“the Company”) has established the UK Sub-Plan under Paragraph 4(g) of
the Plan, which authorises the Administrator to establish sub-plans to the
Plan.


 


3.             PURPOSE OF UK SUB-PLAN


 


The
purpose of the UK Sub-Plan is to enable the grant to, and subsequent exercise
by, employees and directors in the United Kingdom, on a tax favoured basis, of
options to acquire shares in the Company under the Plan.


 


4.             HMRC APPROVAL OF UK SUB-PLAN


 


The
UK Sub-Plan is intended to be approved by HMRC under Schedule 4 to ITEPA 2003.


 


5.             RULES OF UK SUB-PLAN


 


The rules of
the Plan, in their present form and as amended from time to time, shall, with
the modifications set out in this supplement, form the rules of the
UK Sub-Plan. In the event of any conflict between the rules of the
Plan and this supplement, the supplement shall prevail.


 


6.             RELATIONSHIP OF UK SUB-PLAN TO
PLAN


 


The
UK Sub-Plan shall form part of the Plan and not a separate and independent
plan.


 


7.             INTERPRETATION


 


In
the UK Sub-Plan, unless the context otherwise requires, the following words and
expressions have the following meanings:


 


	
  Acquiring Company

  	
   

  	
  a
  company which obtains Control of the Company in the circumstances referred to
  in rule 26;

  
	
   

  	
   

  	
   

  
	
  Approval Date

  	
   

  	
  the
  date on which the UK Sub-Plan is approved by HMRC under Schedule 4;

  



 


1

















 


	
  Associate

  	
   

  	
  the meaning given to that expression by paragraph
  12 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  Associated Company

  	
   

  	
  the
  meaning given to that expression by paragraph 35 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  Constituent
  Company

  	
   

  	
  any
  of the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)   the Company; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)   any Eligible Company nominated by the Administrator to be a
  Constituent Company at the relevant time.

  
	
   

  	
   

  	
   

  
	
  Control

  	
   

  	
  the
  meaning given to that word by Section 719 of ITEPA 2003 and “Controlled”
  shall be construed accordingly;

  
	
   

  	
   

  	
   

  
	
  Date of Grant

  	
   

  	
  the
  date on which the Administrator determines to grant an Option to an Eligible
  Employee;

  
	
   

  	
   

  	
   

  
	
  Eligible Company

  	
   

  	
  any company of which the Company has Control,
  including any jointly owned company (as defined in paragraph 34 of Schedule
  4):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)   which is treated as being under the Company’s
  Control under paragraph 34 of Schedule 4; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)   which is not excluded from being a Constituent
  Company under paragraph 34(4) of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  Eligible Employee

  	
   

  	
  any Employee who:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)   does not have a Material Interest (either on his own
  or together with one or more of his Associates), and has not had such an
  interest in the last 12 months; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)   has no Associate or Associates which has or (taken
  together) have a Material Interest, or had such an interest in the last 12
  months; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)   is either:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)    not a director of any Constituent Company; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)   a director of a Constituent Company who is required
  to devote at least 25 hours per week (excluding meal breaks) to his duties;

  



 


2

















 


	
  Employee

  	
   

  	
  an employee of a Constituent Company;

  
	
   

  	
   

  	
   

  
	
  HMRC

  	
   

  	
  Her Majesty’s Revenue and Customs;

  
	
   

  	
   

  	
   

  
	
  ICTA 1988

  	
   

  	
  The
  Income and Corporation Taxes Act 1988;

  
	
   

  	
   

  	
   

  
	
  ITEPA 2003

  	
   

  	
  The Income Tax (Earnings and Pensions) Act 2003;

  
	
   

  	
   

  	
   

  
	
  Key Feature

  	
   

  	
  any provision of the UK Sub-Plan which is
  necessary to meet the requirements of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  Market Value

  	
   

  	
  (a)   in the case of an Option granted under the UK Sub-Plan:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)    if at the relevant time the Shares are listed on the London or New
  York Stock Exchange the mean between the highest and lowest reported sale
  prices of a Share on the London or New York Stock Exchange, as reported in
  the Financial Times or Wall Street Journal respectively, for the Date of
  Grant;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)   if paragraph (i) does not apply, the market value of a Share as
  determined in accordance with Part V111 of the Taxation of Chargeable
  Gains Act 1992 and agreed in advance with HMRC Shares and Assets Valuation on
  the Date of Grant of the Option or such earlier date or dates as may be
  agreed in advance with the Shares and Assets Valuation of HMRC;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)   in the case of an option granted under any other share option scheme,
  the market value of an ordinary share in the capital of the Company
  determined under the rules of such scheme for the purpose of the grant
  of the option;

  
	
   

  	
   

  	
   

  
	
  Material Interest

  	
   

  	
  the meaning given to that expression by paragraph
  9 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  New Option

  	
   

  	
  an
  option granted by way of exchange under rule 26.1;

  
	
   

  	
   

  	
   

  
	
  New Shares

  	
   

  	
  the
  shares subject to a New Option referred to in rule 26. l;

  
	
   

  	
   

  	
   

  
	
  Option

  	
   

  	
  a
  subsisting right to acquire Shares granted under the UK Sub-Plan;

  
	
   

  	
   

  	
   

  
	
  Optionee

  	
   

  	
  an
  individual who holds an Option or, where the context permits, his legal
  personal representatives;

  



 


3

















 


	
  Option Agreement

  	
   

  	
  a
  written agreement between the Company and Optionee evidencing the terms of an
  individual Option grant, subject to the terms and conditions of the UK
  Sub-Plan;

  
	
   

  	
   

  	
   

  
	
  Ordinary Share Capital

  	
   

  	
  the
  meaning given to that expression by paragraph 16 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  Schedule 4

  	
   

  	
  Schedule
  4 to ITEPA 2003;

  
	
   

  	
   

  	
   

  
	
  Share

  	
   

  	
  Common
  Stock of the Company, par value $.001 per share;

  
	
   

  	
   

  	
   

  
	
  Taxable Event

  	
   

  	
  the exercise of an Option which may give rise to
  liabilities for income tax and national insurance contributions (or their
  equivalents in any other jurisdiction);

  
	
   

  	
   

  	
   

  
	
  Tax Liability

  	
   

  	
  the pounds sterling total of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)   any PAYE income tax and primary class 1 (employee) national insurance
  contributions (or any similar liability to withhold amounts in respect of
  income tax or social security contribution in any jurisdiction) that the
  Company or any employer (or former employer) of an Optionee is liable to
  account for as a result of any Taxable Event; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)   if:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)    such amounts may be lawfully recovered from the relevant Optionee; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)   the relevant Option includes the requirement specified in
  rule 22.3,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  any secondary class 1 (employer) national insurance
  contributions (or any similar liability for social security contribution in
  any jurisdiction) that the Company or any employer (or former employer) of an
  Optionee is liable to pay as a result of any Taxable Event.

  



 


In
this supplement, unless the context otherwise requires:


 


(a)           words and expressions not defined above have the same meanings as are
given to them in the Plan;


 


4

















 


(b)           the rule headings are inserted for ease of reference only and do
not affect their interpretation;


 


(c)           a reference to a rule is a reference to a rule in this
supplement;


 


(d)           the singular includes the plural and vice-versa and the masculine
includes the feminine; and


 


(e)           a reference to a statutory provision is a reference to a United Kingdom
statutory provision and includes any statutory modification, amendment or
re-enactment thereof.


 


8.             COMPANIES PARTICIPATING IN UK
SUB-PLAN


 


The
companies participating in the UK Sub-Plan shall be each a Constituent Company.


 


9.             SHARES USED IN UK SUB-PLAN


 


The
Shares shall form part of the Ordinary Share Capital of the Company which
satisfy the conditions specified in paragraphs 16-20 inclusive of Schedule 4.


 


10.           GRANT OF OPTIONS


 


An
option granted under the UK Sub-Plan shall be granted under and subject to the rules of
the Plan as modified by this supplement.


 


11.           IDENTIFICATION OF OPTIONS


 


An
Option Agreement issued in respect of an Option shall expressly state that it
is issued in respect of an Option. An option which is not so identified shall
not constitute an Option.


 


12.           CONTENTS OF OPTION AGREEMENT


 


An
Option Agreement issued in respect of an Option shall state:


 


(a)           that it is issued in respect of an Option;


 


(b)           the date of grant of the Option;


 


(c)           the number of Shares subject to the Option;


 


(d)           the exercise price under the Option;


 


(e)           any performance target or other condition imposed on the exercise of the
Option;


 


(f)            the date(s) on which the Option will ordinarily become exercisable;
and


 


5

















 


(g)           the period during which an Option shall remain exercisable following
termination of employment.


 


13.           EARLIEST DATE FOR GRANT OF
OPTIONS


 


An
Option may not be granted earlier than the Approval Date.


 


14.           PERSONS TO WHOM OPTIONS MAY BE
GRANTED


 


An
Option may not be granted to an individual who is not an Eligible Employee at
the Date of Grant.


 


For
the avoidance of doubt and notwithstanding Paragraph 5 of the Plan, an Option
may not be granted under the UK Sub-Plan to a consultant or advisor.


 


If
an Eligible Employee’s status changes to that of consultant or advisor, this
shall be regarded as a termination of employment for the purposes of the UK
Sub-Plan.


 


15.           OPTIONS NON TRANSFERABLE


 


An
Option shall be personal to the Eligible Employee to whom it is granted and,
subject to rule 25, shall not be capable of being transferred, charged or
otherwise alienated and shall lapse immediately if the Optionee purports to
transfer, charge or otherwise alienate the Option.


 


Paragraph
12 of the Plan shall be construed accordingly.


 


16.           LIMIT ON NUMBER OF SHARES PLACED
UNDER OPTION UNDER UK SUB-PLAN


 


For
the avoidance of doubt, Shares placed under Option under the UK Sub-Plan shall
be taken into account for the purpose of Paragraph 3(a) of the Plan.


 


17.           HMRC LIMIT (£30,000)


 


17.1         Notwithstanding Paragraph 6a. of the Plan, an Option
may not be granted to an Eligible Employee if the result of granting the Option
would be that the aggregate Market Value of the shares subject to all
outstanding options granted to him under the UK Sub-Plan or any other share
option scheme established by the Company or an Associated Company and approved
by the HMRC under Schedule 4 would exceed sterling £30,000 or such other limit
as may from time to time be specified in paragraph 6 of Schedule 4. For this
purpose, the United Kingdom sterling equivalent of the market value of a share
on any day shall be determined by taking the spot sterling/dollar exchange rate
for that day as shown in the Financial Times.


 


17.2         If the grant of an Option would otherwise cause the
limit in rule 17.1 to be exceeded, it shall take effect as the grant of an
Option under the UK Sub-Plan over the highest number of Shares which does not
cause the limit to be exceeded.


 


6

















 


18.           EXERCISE PRICE UNDER OPTIONS


 


Notwithstanding
Paragraph 6(a)(i) of the Plan, the amount payable per Share on the
exercise of an Option shall not be less than the Market Value of a Share on the
Date of Grant and shall be stated on the Date of Grant.


 


19.           PERFORMANCE TARGET OR OTHER
CONDITION IMPOSED ON EXERCISE OF OPTION


 


19.1         Any
performance target or other condition imposed on the exercise of an Option
under Paragraph 4d. of the Plan shall be:


 


(a)           objective;


 


(b)           such that, once satisfied, the exercise of the Option
is not subject to the discretion of any person; and


 


(c)           stated on the Date of Grant.


 


19.2         If
an event occurs as a result of which the Administrator considers that a
performance target or other condition imposed on the exercise of an Option is
no longer appropriate and amends or modifies under Paragraph 4e. of the Plan
the performance target or condition, such amendment or modification shall:


 


(a)           be fair and reasonable in the circumstances; and


 


(b)           produce a measure of performance that is no more
difficult to satisfy than the original.


 


20.           EXERCISE OF OPTIONS BY LEAVERS


 


The
period during which an Option shall remain exercisable following termination of
employment, shall be stated at grant in the Option Agreement, which period may
not thereafter be altered.


 


21.           LATEST DATE FOR EXERCISE OF
OPTIONS


 


The
period during which an Option shall remain exercisable shall be stated in the
Option Agreement and any Option not exercised by that time shall lapse
immediately.


 


22.           TAX LIABILITIES


 


22.1         The definitions in this rule 22.1 apply in this rule 22.


 


Employer
NICs: Secondary class 1
(employer) national insurance contributions (or any similar liability for
social security contribution in any jurisdiction) which are included in any Tax
Liability (or which would be included in any Tax Liability if an election of
the type referred to in rule 22.3(b) had not been made) and which may
be lawfully recovered from the Optionee.


 


Sufficient
Shares: the smallest number of
Shares which, when sold following the exercise of an Option, will produce an
amount in pounds sterling at least equal to the 


 


7

















 


relevant
Tax Liability (after deduction of brokerage and any other charges or taxes on
the sale).


 


22.2         Each Option shall include a requirement that the
Optionee irrevocably agrees to:


 


(a)           pay to the Company, his employer or former employer
(as appropriate) the amount of any Tax Liability; or


 


(b)           enter into arrangements to the satisfaction of the
Company, his employer or former employer (as appropriate) for payment of any
Tax Liability.


 


22.3         Unless the Constituent Company which employs the
relevant Eligible Employee directs that it shall not, each Option shall include
a requirement that the Optionee agrees that:


 


(a)           the Company, his employer or former employer (as
appropriate) may recover the whole or any part of any Employer NICs from the
Optionee; or


 


(b)           at the request of the Company, his employer or former
employer, the Optionee shall elect (using a form approved by HMRC) that the
whole or any part of the liability for Employer NICs shall be transferred to
the Optionee.


 


An
Optionee’s employer or former employer may decide to release the Optionee from,
or not to enforce, any part of the Optionee’s obligations in respect of
Employer NICs under rule 22.2 and rule 22.3.


 


22.4         If an Optionee does not fulfil his obligations under rule 22.2(a) or
rule 22.2(b) in respect of any Tax Liability arising from the
exercise of an Option within seven days after the date of exercise and Shares
are readily saleable at that time, the Company shall withhold Sufficient Shares
from the Shares which would otherwise be delivered to the Optionee. From the
net proceeds of sale of those withheld Shares, the Company shall pay to the
employer or former employer an amount equal to the Tax Liability and shall pay
any balance to the Optionee.


 


23.           MANNER OF PAYMENT FOR SHARES ON
EXERCISE OF OPTIONS


 


The
amount due on the exercise of an Option shall be paid in cash or by cheque or
banker’s draft and may be paid out of funds provided to the Optionee on loan by
a bank, broker or other person. Notwithstanding the wording in Paragraph 9(b)-(f) of
the Plan, the amount may not be paid by the transfer to the Company of Shares
or any other shares or securities.


 


The
amount due on the exercise of the Option, including the option price and any
withholding taxes due may be satisfied by a broker assisted cashless exercise
procedure provided that this has been agreed with HMRC.


 


24.           ISSUE OR TRANSFER OF SHARES ON
EXERCISE OF OPTIONS


 


Subject
only to compliance by the Optionee with the rules of the UK Sub-Plan and
to any delay necessary to complete or obtain:


 


8

















 


(a)           the listing of the Shares on any stock exchange on
which Shares are then listed;


 


(b)           such registration or other qualification of the Shares
under any applicable law, rule or regulation as the Company determines is
necessary or desirable;


 


the
Company shall, as soon as reasonably practicable and in any event not later
than thirty days after the date of exercise of an Option, issue or transfer to
the Optionee, or procure the issue or transfer to the Optionee of, the number
of Shares specified in the notice of exercise and shall deliver to the Optionee,
or procure the delivery to the Optionee of, a stock certificate in respect of
such Shares together with, in the case of the partial exercise of an Option, an
Option Agreement in respect of, or the original Option Agreement endorsed to
show, the unexercised part of the Option, SAVE THAT the
exercise of an Option will only be permitted if at the date of exercise the
Optionee is compliant with paragraphs (a) and (b) of definition of
Eligible Employee.


 


The
second section of Paragraph 9 of the Plan shall be construed accordingly.


 


25.           DEATH OF OPTIONEE


 


If
an Optionee dies, his personal representatives shall be entitled to exercise
his Options for the period specified in the Option Agreement, which shall in no
event be later than the twelve month period following his death. If not so
exercised, the Options shall lapse immediately.


 


26.           CHANGE IN CONTROL OF COMPANY


 


26.1         Exchange of Options


 


If a
company (“Acquiring Company”) obtains Control of the Company:


 


(a)           as a result of making a general offer to acquire the
whole of the issued ordinary share capital of the Company which is made on a
condition such that if it is satisfied the person making the offer will have
Control of the Company; or


 


(b)           as a result of making a general offer to acquire all
the shares in the Company of the same class as the Shares; or


 


(c)           in circumstances covered by US legislation which HMRC
accepts are closely comparable in purpose and effect to the provisions of Section 899
or Sections 979 to 982 of the UK Companies Act 2006.


 


an Optionee
may, at any time during the period set out in rule 26.2, by agreement with
the Acquiring Company, release his Option in whole or in part in consideration
of the grant to him of a new option (“New Option”) which is equivalent to the
Option but which relates to shares (“New Shares”) in:


 


(d)           the Acquiring Company;


 


(e)           a company which has Control of the Acquiring Company;
or


 


9

















 


(f)            a company which either is, or has Control of, a
company which is a member of a Consortium which owns either the Acquiring
Company or a company having Control of the Acquiring Company.


 


26.2         Period allowed for exchange of Options


 


The
period referred to in rule 26.1 is the period of six months beginning with
the time when the person making the offer has obtained Control of the Company
and any condition subject to which the offer is made has been satisfied.


 


26.3         Meaning of “equivalent”


 


The
New Option shall not be regarded for the purpose of this rule 26 as
equivalent to the Option unless:


 


(a)           the New Shares satisfy the conditions specified in
paragraphs 15 to 20 inclusive of Schedule 4; and


 


(b)           save for any performance target or other condition
imposed on the exercise of the Option, the New Option will be exercisable in
the same manner as the Option and subject to the provisions of the UK Sub-Plan
as it had effect immediately before the release of the Option; and


 


(c)           the total market value, immediately before the release
of the Option, of the Shares which were subject to the Option is equal to the
total market value, immediately after the grant of the New Option, of the New
Shares (market value being determined for this purpose in accordance with Part VIII
of the Taxation of Chargeable Gains Act 1992); and


 


(d)           the total amount payable by the Optionee for the
acquisition of the New Shares under the New Option is equal to the total amount
that would have been payable by the Optionee for the acquisition of the Shares
under the Option.


 


26.4         Date of grant of New Option


 


The
date of grant of the New Option shall be deemed to be the same as the Date of
Grant of the Option.


 


26.5         Application of UK Sub-Plan to New Option


 


In
the application of the UK Sub-Plan to the New Option, where appropriate,
references to “Company” and “Shares” shall be read as if they were references
to the company to whose shares the New Option relates and the New Shares,
respectively, save that in the definition of “Administrator” the reference to “Company”
shall be read as if it were reference to EnerNOC, Inc.


 


26.6         Interaction with Paragraph 24b. of the Plan


 


(a)           Reference in Paragraph 24b.(i) of the Plan
substituting Options, shall be disapplied for the purposes of the UK Sub-Plan.


 


10

















 


(b)           In the event that a change of control does not fall
within the definition of rule 26.1 above, or where it does, but an
Acquiring Company does not agree to grant a New Option, or if a New Option
would not be regarded as ‘equivalent’ in accordance with rule 26.3 above,
the Administrator shall give written notice to the Optionees and any
outstanding Option shall be exercisable in accordance with Paragraph 24b.(ii) of
the Plan.


 


(c)           Reference in Paragraph 24b.(iii) of the Plan to
the receipt of a cash payment, shall be disapplied for the purposes of the UK
Sub-Plan.


 


27.           RIGHTS ATTACHING TO SHARES ISSUED
ON EXERCISE OF OPTIONS


 


All
Shares issued on the exercise of an Option shall, as to any voting, dividend,
transfer and other rights, including those arising on a liquidation of the Company,
rank equally in all respects and as one class with the Shares in issue at the
date of such exercise save as regards any rights attaching to such Shares by
reference to a record date prior to the date of such exercise.


 


28.           AMENDMENT OF UK SUB-PLAN


 


Notwithstanding
Paragraphs 9 and 31 of the Plan, no amendment to a Key Feature of the UK
Sub-Plan shall take effect until it has been approved by the HMRC.


 


29.           ADJUSTMENT OF OPTIONS


 


Notwithstanding
Paragraph 24a. of the Plan, no adjustment may be made to an Option (i) without
HMRC’s prior approval and (ii) in the event of a stock dividend or
distribution.


 


30.           EXERCISE OF DISCRETION BY THE
ADMINISTRATOR


 


In
exercising any discretion which it may have under the UK Sub-Plan, the
Administrator shall act fairly and reasonably.


 


31.           DISAPPLICATION OF CERTAIN
PROVISIONS OF PLAN


 


The
provisions of the Plan dealing with:


 


(a)           ISOs (defined in Paragraph 1);


 


(b)           Stock Grants (Paragraphs 7, 10 and 17 - 21);


 


(c)           Other Stock Based Awards (Paragraphs 8 and 10);


 


(d)           Option Conditions (Paragraph 6a.iv);


 


(e)           paying the purchase price through the retention of
Shares by the Company (sub-paragraph (c) of Paragraph 9);


 


(f)            Purchase for Investment (Paragraph 22);


 


(g)           Fractional Shares (Paragraph 26);


 


11

















 


(h)           Paragraph 4f. of the Plan;


 


(i)            action by the Administrator or the Successor Board in
the second section of Paragraph 24b. in relation to the substitution or cash
cancellation of options;


 


(j)            transferring
an Option (Paragraph 12);


 


(k)           amending
or modifying an Option (Paragraph 4e and the fourth section of Paragraph 9);


 


(l)            vesting acceleration (third section of Paragraph 9);
and


 


(m)          the leaver provisions (Paragraphs 13-16),


 


shall
not form part of, and shall be disregarded for the purposes of the UK Sub-Plan.


 


12






 












 


STOCK OPTION AGREEMENT


 


Stock Option Granted under
HMRC Approved Sub-Plan for UK Employees


 


ENERNOC, INC.


 


AGREEMENT made as of the       
day of        20    , between
EnerNOC, Inc. (the “Company”), a Delaware corporation and                             
(the “Optionee”).


 


WHEREAS, the Company desires to grant to the
Optionee an Option to purchase shares of its common stock, $.001 par value per
share (the “Shares”), under and for the purposes set forth in the HMRC Approved
Sub-Plan for UK Employees (the “UK Sub-Plan”) a sub-plan to the Company’s Amended
and Restated 2007 Employee, Director and Consultant Stock Plan (the “Plan”);


 


WHEREAS, the Company and the Optionee
understand and agree that any terms used and not defined herein have the same
meanings as in the UK Sub-Plan; and


 


WHEREAS, the Company and the Optionee each
intend that the Option granted herein shall be a Non-Qualified Option.


 


NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the parties hereto agree as follows:


 


1.             GRANT OF OPTION.


 


The Company hereby grants to the Optionee the
right and option to purchase all or any part of an aggregate of               
Shares, on the terms and conditions and subject to all the limitations set
forth herein, under United States securities laws, Schedule 4 to the Income Tax
(Earnings and Pensions) Act 2003, and in the UK Sub-Plan, which is incorporated
herein by reference.  The Optionee
acknowledges receipt of a copy of the Plan and UK Sub-Plan.


 


2.             PURCHASE PRICE.


 


The purchase price of the Shares covered by the
Option shall be $         per Share
which is the Market Value of a Share on the Grate Date, subject to adjustment,
as provided in the UK Sub-Plan, in the event of a stock split, reverse stock
split or other events affecting the holders of Shares after the date hereof
(the “Purchase Price”).  Payment shall be
made in accordance with rule 23 of the UK Sub-Plan.


 


3.             EXERCISABILITY OF OPTION.


 


Subject to the terms and conditions set forth
in this Agreement and the UK Sub-Plan, the Option granted hereby shall become
exercisable as follows:


 

















 


	
  On the first anniversary of the Vest date of
  this Agreement ( , 20):

  	
   

  	
  25% of the Shares

  
	
   

  	
   

  	
   

  
	
  On the first day of each quarter following
  the first anniversary of the Vest date of this Agreement for three years:

  	
   

  	
  An additional 6.25% of the Shares rounded
  down to the nearest whole share

  



 


The foregoing rights are cumulative and are
subject to the other terms and conditions of this Agreement and the UK
Sub-Plan.


 


4.             TERM OF OPTION.


 


This Option shall terminate ten years from the
date of this Agreement, but shall be subject to earlier termination as provided
herein or in the UK Sub-Plan.


 


If the Optionee ceases to be an employee of the
Company or of a Constituent Company (for any reason including on ceasing
employment with the intention of retiring, due to injury or redundancy (within
the meaning of the Employment Rights Act 1996) but other than the death of the
Optionee or termination of the Optionee for “cause”), the Option may be
exercised, if it has not previously terminated, within three months after the
date the Optionee ceases to be an employee of the Company or a Constituent
Company, or within the originally prescribed term of the Option, whichever is
earlier, but may not be exercised thereafter. 
In such event, the Option shall be exercisable only to the extent that
the Option has become exercisable and is in effect at the date of such
cessation of service.


 


Notwithstanding the foregoing, in the event of
the Optionee’s death within three months after the termination of service, the
Optionee’s personal representatives may exercise the Option within one year
after the date of the Optionee’s death, but in no event after the date of
expiration of the term of the Option.


 


In the event the Optionee’s service is
terminated by the Company or a Constituent Company for “cause”, the Optionee’s
right to exercise any unexercised portion of this Option shall cease
immediately as of the time the Optionee is notified his or her service is
terminated for “cause,” and this Option shall thereupon terminate.  Notwithstanding anything herein to the
contrary, if subsequent to the Optionee’s termination, but prior to the
exercise of the Option, the Board of Directors of the Company determines that,
either prior or subsequent to the Optionee’s termination, the Optionee engaged
in conduct which would constitute “cause,” then the Optionee shall immediately
cease to have any right to exercise the Option and this Option shall thereupon
terminate.


 


In the event of the death of the Optionee while
an employee of the Company or of a Constituent Company, the Option shall be
exercisable by the Optionee’s personal representatives within one year after
the date of death of the Optionee or, if earlier, within the originally
prescribed term of the Option.  In such
event, the Option shall be exercisable:


 


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(x)            to the extent that the Option has become exercisable
but has not been exercised as of the date of death; and


 


(y)           in the event rights to exercise the Option accrue
periodically, to the extent of a pro rata portion through the date of death of
any additional vesting rights that would have accrued on the next vesting date
had the Optionee not died.  The proration
shall be based upon the number of days accrued in the current vesting period
prior to the Optionee’s date of death.


 


5.             METHOD OF EXERCISING OPTION.


 


Subject to the terms and conditions of this
Agreement, the Option may be exercised by written notice to the Company or its
designee, in substantially the form of Exhibit A attached
hereto.  Such notice shall state the
number of Shares with respect to which the Option is being exercised and shall
be signed by the person exercising the Option. 
Payment of the purchase price for such Shares shall be made in
accordance with rule 23 of the UK Sub-Plan.  The Company shall deliver such Shares as soon
as practicable and in any event not later than 30 days after the date of
exercise of the Option after the notice shall be received, provided, however,
that the Company may delay issuance of such Shares until completion of any
action or obtaining of any consent, which the Company deems necessary under any
applicable law (including, without limitation, state securities or “blue sky”
laws).  The Shares as to which the Option
shall have been so exercised shall be registered in the Company’s share
register in the name of the person so exercising the Option and shall be
delivered as provided above to or upon the written order of the person
exercising the Option.  In the event the
Option shall be exercised, pursuant to Section 4 hereof, by any person
other than the Optionee, such notice shall be accompanied by appropriate proof
of the right of such person to exercise the Option.  All Shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and
nonassessable.


 


6.             PARTIAL EXERCISE.


 


Exercise of this Option to the extent above
stated may be made in part at any time and from time to time within the above
limits, except that no fractional share shall be issued pursuant to this
Option.


 


7.             NON-ASSIGNABILITY.


 


The Option shall not be transferable by the
Optionee except for a transfer on death to the Optionee’s personal
representative.  Except as provided above
in this paragraph, the Option shall be exercisable, during the Optionee’s
lifetime, only by the Optionee (or, in the event of legal incapacity or
incompetency, by the Optionee’s guardian or representative) and shall not be
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.  Any attempted transfer,
assignment, pledge, hypothecation or other disposition of the Option or of any
rights granted hereunder contrary to the provisions of this Section 7, or
the levy of any attachment or similar process upon the Option shall be null and
void.


 


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8.             NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.


 


The Optionee shall have no rights as a
stockholder with respect to Shares subject to this Agreement until registration
of the Shares in the Company’s share register in the name of the Optionee.  Except as is expressly provided in the UK Sub-Plan
with respect to certain changes in the capitalization of the Company, no
adjustment shall be made for dividends or similar rights for which the record
date is prior to the date of such registration.


 


9.             ADJUSTMENTS.


 


The UK Sub-Plan contains provisions covering
the treatment of Options in a number of contingencies such as stock
splits.  Provisions in the UK Sub-Plan
for adjustment with respect to stock subject to Options are hereby made
applicable hereunder and are incorporated herein by reference.


 


10.           CHANGE OF CONTROL.


 


Rule 26 of the UK Sub-Plan sets out the
circumstances, upon a change of control, under which Options may be substituted
for new options in the acquiring company, and retain their tax approved status.
If the provisions of this Rule are not met, the Board of Directors of the
Company, will give written notice to Optionees and any outstanding Option will
be exercisable in accordance with Paragraph 24b.(ii) of the Plan.


 


11.           TAXES.


 


(a)           Depending on the circumstances, on exercise of the Option the Optionee
may have an income tax liability under PAYE and may be required to pay national
insurance contributions (NICs).  If so,
then:


 


(1)           The Company or the company which employs the Optionee may require the
Optionee to pay amounts in respect of PAYE and NICs liability in cash;


 


(2)           The Optionee may be required to:


 


(i)            pay; or


 


(ii)           enter into a joint election to transfer; or


 


(iii)          enter into an arrangement or agreement for the payment
of,


 


some or all of his employer’s secondary class 1
NICs liability arising from exercise of the Option; and


 


(3)           in some circumstances the Company may withhold the number of Shares
required to meet the liabilities in respect of PAYE, primary (employee) class 1
NICs and secondary (employer) class 1 NICs.


 


(b)           The Option may only be exercised if the Optionee:


 


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(1)           confirms (in writing) that he agrees to the requirements of the UK
Sub-Plan relating to PAYE and NICs (Rule 22).  This may be done at the time of exercise; and


 


(2)           makes any arrangements, or enter into any agreements, that may be
required under Rule 22.


 


12.           NO OBLIGATION TO MAINTAIN RELATIONSHIP.


 


The Company is not by the UK Sub-Plan or this
Option obligated to continue the Optionee as an employee of the Company or a
Constituent Company.  The Optionee
acknowledges:  (i) that the UK
Sub-Plan is discretionary in nature and may be suspended or terminated by the
Company at any time; (ii) that the grant of the Option is a one-time
benefit which does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options; (iii) that all
determinations with respect to any such future grants, including, but not
limited to, the times when options shall be granted, the number of shares
subject to each option, the option price, and the time or times when each
option shall be exercisable, will be at the sole discretion of the Company; (iv) that
the Optionee’s participation in the UK Sub-Plan is voluntary; (v) that the
value of the Option is an extraordinary item of compensation which is outside
the scope of the Optionee’s employment contract, if any; and (vi) that the
Option is not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments.


 


13.           NOTICES.


 


Any notices required or permitted by the terms
of this Agreement or the UK Sub-Plan shall be given by recognized courier service,
facsimile, registered or certified mail, return receipt requested, addressed as
follows:


 


 


 


	
  If to the Company:

  	
   

  	
   

  
	
   

  	
   

  	
  EnerNOC, Inc.

  
	
   

  	
   

  	
  Attn: Chief Financial Officer

  
	
   

  	
   

  	
  101 Federal Street, Suite 1100

  
	
   

  	
   

  	
  Boston, MA 02110

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to the Optionee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


or to such other address or addresses of which
notice in the same manner has previously been given.  Any such notice shall be deemed to have been
given upon the earlier of receipt, one business day following delivery to a
recognized courier service or three business days following mailing by
registered or certified mail.


 


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14.           GOVERNING LAW.


 


This Agreement shall be construed and enforced
in accordance with the laws of the Commonwealth of Massachusetts without giving
effect to the conflict of law principles thereof.  For the purpose of litigating any dispute
that arises under this Agreement, the parties hereby consent to exclusive
jurisdiction in the Commonwealth of Massachusetts  and
agree that such litigation shall be conducted in the courts of Suffolk County,
Massachusetts  or the federal courts of the
United States for the District of Massachusetts.


 


15.           BENEFIT OF AGREEMENT.


 


Subject to the provisions of the UK Sub-Plan
and the other provisions hereof, this Agreement shall be for the benefit of and
shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties hereto.


 


16.           ENTIRE AGREEMENT.


 


This Agreement, together with the UK Sub-Plan,
embodies the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof and supersedes all prior oral or written
agreements and understandings relating to the subject matter hereof.  No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement shall affect or
be used to interpret, change or restrict the express terms and provisions of
this Agreement, provided, however, in any event, this Agreement shall be
subject to and governed by the UK Sub-Plan.


 


17.           MODIFICATIONS AND AMENDMENTS.


 


The terms and provisions of this Agreement may
be modified or amended as provided in the UK Sub-Plan.


 


18.           WAIVERS AND CONSENTS.


 


Except as provided in the UK Sub-Plan, the
terms and provisions of this Agreement may be waived, or consent for the
departure therefrom granted, only by written document executed by the party
entitled to the benefits of such terms or provisions.  No such waiver or consent shall be deemed to
be or shall constitute a waiver or consent with respect to any other terms or
provisions of this Agreement, whether or not similar.  Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


19.           DATA PRIVACY.


 


By entering into this Agreement, the
Optionee:  (i) authorizes the
Company and each Constituent Company, and any agent of the Company or any
Constituent Company administering the UK Sub-Plan or providing UK Sub-Plan
recordkeeping services, to disclose to the Company or any of its Constituent
Companies such information and data as the Company or any such Constituent
Company shall request in order to facilitate the grant of options and the
administration of the UK Sub-Plan; (ii) waives any data privacy rights he
or she may have with 


 


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respect to such information; and (iii) authorizes
the Company and each Constituent Company to store and transmit such information
in electronic form outside of the European Economic Area.


 


20.           COUNTERPARTS.


 


This deed may be executed in any number of
counterparts.  This has the same effect
as if signatures on the counterparts were on a single copy of this deed.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


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IN WITNESS WHEREOF the parties have executed
this option as a deed and the Company has caused it to be executed under its
corporate seal by its duly authorized officer. 
This option shall take effect as a deed and sealed instrument.


 


By executing this agreement the Optionee
accepts the foregoing option award, agrees to the terms and conditions hereof
and acknowledges having received and read a copy of the Company’s 2007
Employee, Director and Consultant Stock Plan and the UK Sub-Plan and agrees to
comply with the UK Sub-Plan and all applicable laws and regulations.


 


	
   

  	
  ENERNOC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


	
  EXECUTED as a DEED
  by

  	
   

  
	
  OPTIONEE:

  	
  By:

  	
   

  
	
   

  	
  (Signature of Optionee)

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  (Printed Name of Optionee)

  



 


	
  In the presence of:

  	
   

  	
   

  
	
  Witness signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness occupation:

  	
   

  	
   

  



 


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SCHEDULE


 


Set forth below is a brief summary of certain
UK tax consequences of exercise of the option and disposition of the Shares
under the laws in effect as of 11 August 2010. THIS SUMMARY IS BASED ON
THE OPTIONEE BEING RESIDENT, ORDINARILY RESIDENT AND DOMICILED IN THE UK AT
GRANT, IT IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. OPTIONEE SHOULD SEEK PROFESSIONAL ADVICE BEFORE EXERCISING
THIS OPTION OR DISPOSING OF THE SHARES


 


(a)           Exercise of Stock Option.  No UK income tax will be payable on the
exercise of an Option, provided the UK Sub-Plan remains approved by the HMRC
and at least three years, and no more than ten years have elapsed from the Date
of Grant.


 


(i)            No UK income tax will be payable on the exercise of an
Option within three years of the Date of Grant if the right to exercise arises
because of the Optionee ceasing employment due to disability or redundancy
(within the meaning of the Employment Rights Act 1996) and the Option is
exercised within six months of leaving.


 


(ii)           If there is a liability to income tax, the Optionee
will be chargeable to income tax on (broadly) the difference between the market
value of the Shares acquired and the option price paid for them. If income tax
is due, it will need to be withheld by the employer under PAYE.  There will also be National Insurance
Contributions payable.


 


(b)           Disposal of Shares.  On a disposal of the Shares following
exercise in an approved manner, capital gains tax will be payable on the
difference between the price realised on sale and the exercise price of the
Shares subject to certain exemptions which may be available.


 


On a disposal of the Shares following exercise
where an income tax charge arose, capital gains tax will be payable on the
difference between the price realised on sale and the value of the Shares at
the date of exercise (subject to the annual exemption which may be available).


 


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Exhibit A


 


NOTICE OF EXERCISE OF STOCK
OPTION GRANTED UNDER


THE HMRC APPROVED SUB-PLAN
FOR UK EMPLOYEES


 


TO:         EnerNOC, Inc.


 


DATE:                   20     


 


IMPORTANT NOTICE:  This form of Notice of Exercise may only be
used at such time as the Company has filed a Registration Statement with the
Securities and Exchange Commission under which the issuance of the Shares for
which this exercise is being made is registered and such Registration Statement
remains effective.


 


Ladies and Gentlemen:


 


1.             I hereby exercise my Stock Option to purchase
                  
shares (the “Shares”) of the common stock, $.001 par value, of EnerNOC, Inc.  (the “Company”), at the exercise price of
$                
per share, pursuant to and subject to the terms of that certain Stock Option
Agreement between the undersigned and the Company dated
                              ,
20    .


 


2.             I understand the nature of the investment I am making and the financial
risks thereof.  I am aware that it is my
responsibility to have consulted with competent tax and legal advisors about
the relevant national, state and local income tax and securities laws affecting
the exercise of the Option and the purchase and subsequent sale of the Shares.


 


3.             I enclose a cheque for
$                                  .


 


4.             In relation to my Income Tax and NICs Liability:


 


·              I believe there will be no Tax Liability.


 


·              I irrevocably agree to pay to the Company, my employer or former
employer an amount equal to my Tax Liabilities or enter into arrangements to
the satisfaction of the Company.


 


·              I have included payment for my Tax Liability in the
enclosed cheque.


 


(Delete all but one of the
bullet points above, as appropriate.)


 


5.             I understand and agree that, if I do not fulfil any
obligation under 4 above within seven days after the date of this exercise, the
Company may retain and sell enough of the Shares to satisfy my Tax Liabilities,
together with any costs arising from that sale. 
I shall be entitled to any balance of the sale proceeds.


 


A-1

















 


6.             I appoint the Company (acting by any of its directors
from time to time) as my agent and attorney to sell Shares and deal with the
proceeds of sale as specified in 5 above in my name and on my behalf.


 


The Company may appoint one or more persons to
act as substitute agent(s) and attorney(s) for me and to exercise one
or more of the powers conferred on the Company by this power of attorney, other
than the power to appoint a substitute attorney.  The Company may subsequently revoke any such
appointment.


 


This power of attorney shall be irrevocable,
save with the consent of the Company, and is given by way of security to secure
the interest of the Company (for itself and as trustee under the Option on
behalf of any employer or former employer of mine) as a person liable to
account for or pay any relevant Tax Liabilities.


 


I declare that a person who deals in good faith
with the Company or any substitute attorney as my attorney appointed under this
deed may accept a written statement signed by that person to the effect that
this power of attorney has not been revoked as conclusive evidence of that
fact.


 


7.             Please issue the Shares to me at the following
address:


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


8.             My mailing address for shareholder communications, if
different from the address listed above, is:


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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This document has been executed as a deed and
is delivered and takes effect on the date stated at the beginning of it.


 


 


	
  EXECUTED as a DEED
  by

  	
   

  
	
  OPTIONEE:

  	
  By:

  	
   

  
	
   

  	
  (Signature of Optionee)

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  (Printed Name of Optionee)

  



 


	
  In the presence of:

  	
   

  	
   

  
	
  Witness signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness occupation:

  	
   

  	
   

  



 


A-3