Exhibit 10.1


 


	
  

  	
   

  	
  EnerNOC,
  Inc

  	
   

  	
  Tel:
  617 224 9900

  
	
   

  	
  101
  Federal Street

  	
   

  	
  Fax:
  617 224 9910

  
	
   

  	
  Suite
  1100

  	
   

  	
  www.enernoc.com

  
	
   

  	
  Boston,
  MA 02110

  	
   

  	
  info@enernoc.com

  



 


November 4,
2009


 


Kevin Bligh


81 Meadowood Road


North Andover, MA 01845


 


Re: EnerNOC Chief
Accounting Officer


 


Dear Kevin,


 


On behalf of EnerNOC, I
am very pleased to offer you the position of Chief Accounting Officer at
EnerNOC, reporting to the Chief Financial Officer. As Chief Accounting Officer,
you will manage a world-class finance team. You will be responsible for the
strategic development and execution of all accounting related activities of the
corporation in accordance with generally accepted accounting principles issued
by the Financial Accounting Standards Board, the Securities and Exchange
Commission, other regulatory and advisory organizations and in accordance with
financial management techniques and practices appropriate for similarly
situated public companies. The position is based in Boston, MA.  Specific
responsibilities include:


 


·                  Overseeing functions including accounting, budget, Sarbanes-Oxley
compliance, credit, insurance, payroll, tax, and treasury.


·                  Leading, managing and maintaining internal controls
consistent with requirements of the Sarbanes-Oxley legislation.


·                  Recommending and developing policies, procedures and systems
to meet company objectives.


·                  Providing strategic financial leadership and support on the
evaluation of potential alliances, acquisitions, mergers and investments and/or
other issues affecting the business.


·                  Establishing financial reporting systems and controls to
ensure compliance with company expenditure requirements and meeting customer
needs.


·                  Directing personnel in the monthly, quarterly and annual
closing of the financial records.


·                  Recommending cost improvement goals to the company.


·                  Managing banking relationships, accounts, investments, etc.
for the company.


·                  Implementing financial controls meeting requirements under
the Sarbanes-Oxley legislation.


·                  Managing the annual external audit assuring that records are
maintained and controls adhered to in order to achieve positive results.


·                  Managing the revenue recognition policy and procedures as
well as commission calculation and payment.


·                  Developing and managing annual budget for the department and perform
periodic cost and productivity analyses.


·                  Establishing and implementing short- and long-range
departmental goals, objectives, policies, and operating procedures.


·                  Serving on planning and policy-making committees.


·                  Performing other duties as assigned.


 


This letter will confirm
our offer of employment under the terms and conditions that follow:


 


Offer
Specifics:


 


·                  Effective
Date:  November 4, 2009


·                  Salary: Biweekly
salary of $8,461.54 ($220,000.00 annually) payable in accordance with the
Company’s standard payroll policies in effect from time to time.  Periods of less than two weeks will be
prorated accordingly.


 

















 


·                  Bonus Plan:  During employment, you will be considered
annually for a bonus pursuant to EnerNOC’s annual bonus program, as amended and
in effect from time to time.  Your target
bonus will be 25% of your base salary. The amount of the bonus that will be
payable to you, if any, will be determined fifty percent (50%) by the Company’s
assessment of your individual performance against goals established annually
for your position and fifty percent (50%) by the Company’s assessment of its
overall performance against its annual gross margin budget and other corporate
goals to be established annually. This
bonus amount will be pro-rated based upon your date of hire and you must be
actively employed by EnerNOC on the date of payment to guarantee eligibility.


·                  Severance: On your start date, you entered into a
Severance Agreement with EnerNOC, which became effective three (3) months
after your start date. The agreement provides that if you are terminated by the
Company without Cause (as hereinafter defined), you will be entitled to a
continuation of your base salary in effect at the date of termination for a
period of six (6) months.


·                  Benefits: Full-time employees are eligible to
participate in all Company benefit plans, which include but are not limited to
medical, dental, life, short-term and long-term disability insurance and a 401(k) Plan. 
Participation in Company benefit plans will be subject to the terms of all
applicable plan documents and all Company policies regarding benefits.


·                  Paid Time Off: During employment, you will be
entitled to earn paid time off (PTO) in accordance with the Company’s Paid Time
Off Policy.  Pursuant to the Policy, you will earn 6.154 hours of PTO per
pay period up to a maximum of 160 hours (20 days) per year. PTO will be
pro-rated for any pay period that is not worked in full.


·                  Expenses:  The Company
will reimburse you for all reasonable travel and business expenses, in
accordance with the EnerNOC Travel and Expense Policy.


·                  All
employees may be subject to promotion, transfer or reassignment from time to
time, as the Company determines appropriate.


·                  While you are
employed, you will be required to devote your full business time and your best
professional efforts to the performance of your duties and responsibilities for
the Company, and to abide by all Company policies and procedures in effect from
time to time.


·                  Confidential
Information and Restricted Activities:  As a
condition of your continued employment, you will be required to sign the
Company’s standard Employee Agreement (the “Agreement”), no later than the
first day of your employment.  A copy of
the Agreement is enclosed with this letter. By signing this offer letter, you
represent and warrant to EnerNOC that your employment with the Company and fulfillment
of the duties of your position will not breach or be in conflict with any other
agreement you have with any former employer or other person or entity.  You also represent and warrant that you are
not subject to any covenant against competition or similar covenants, or any
other legal obligation, that would restrict or otherwise affect the performance
of your duties and responsibilities to the Company. You agree that you will not
bring with you, disclose or use on behalf of the Company any confidential or
proprietary information of any former employer or other third party without
that party’s consent.


·                  At-Will
Status of Employment: 
This letter and your response are not meant to, and do not, constitute a
contract of employment for a specific term. 
Your employment with the Company is at-will.  This means that, if you accept this offer,
both you and the Company will retain the right to terminate your employment at
any time, with or without notice or cause.


·                  Withholding:  All payments made by the Company under this
Agreement shall be reduced by any tax or other amounts required to be withheld
by the Company under applicable law.


 


In
accepting this offer, you give us assurance that you have not relied on any
agreements or representations, express or implied, with respect to your
employment, that are not set forth expressly in this letter.


 

















 


Kevin,
we are excited about the prospect of your new position, because we believe that
your talents, experience and business judgment will benefit the Company significantly.  Please confirm your acceptance of this offer
by signing below and returning this letter to me no later than close of
business on Thursday, November 5, 2009.   
At the time you sign and return it, this letter will take effect as a
binding agreement between you and the Company on the basis set forth
above.  Your hiring manager will discuss
the Company’s offer with you in more detail should you have any questions.


 


Sincerely,


 


 


	
  /s/ Timothy Weller

  	
   

  	
   

  
	
  Timothy Weller, Chief
  Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signed

  	
  /s/ Kevin Bligh

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  	
  Kevin Bligh

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  	
  11/04/2009