**Exhibit 10.1**

 

**ENERNOC, INC.**

**AMENDED AND RESTATED NON-EMPLOYEEDIRECTOR COMPENSATION POLICY**

 

The Board ofDirectors of EnerNOC, Inc. (the “Company”) has approved the followingpolicy which establishes compensation to be paid to non-employee directors ofthe Company, to provide an inducement to obtain and retain the services ofqualified persons to serve as members of the Company’s Board ofDirectors.  Each such director will receive as compensation for his or herservices (i) an equity grant upon his or her initial appointment orelection to the Board of Directors of the Company and (ii) an annual feepayable in cash and/or stock, all as further set forth herein.

 

**ApplicablePersons**

 

This Policy shallapply to each director of the Company who (a) is not an employee of theCompany or any Affiliate, (b) is not associated with the Company’sprincipal stockholders, and (c) does not receive compensation as aconsultant****to the Company or anyAffiliate unless such compensation is received solely for services provided asa member of the Scientific Advisory Board (each, an “Outside Director”). Affiliate shall mean a corporation which is a direct or indirect parent orsubsidiary of the Company, as determined pursuant to Section 424 of theInternal Revenue Code of 1986, as amended.

 

**EquityGrant Upon Initial Appointment or Election as a Director**

 

Number of Shares

 

Each new OutsideDirector on the date of his or her initial appointment or election to the Boardof Directors, shall be granted such number of restricted shares of the Company’scommon stock and/or a non-qualified stock option to purchase such number ofshares of the Company’s common stock as determined by the CompensationCommittee of the Board of Directors (the “Compensation Committee) on the dateof grant in accordance with the “value transfer” model, as further described inthe *“Compensation Discussion and Analysis”*of the Company’s proxy statement for the 2010 annual meeting of stockholders.

 

Vesting Provision

 

The restrictedshares and options vest over a three-year period, at a rate of 8.33% perquarter.

 

Exercise Price andTerm of Option

 

Each optiongranted shall have an exercise price per share equal to the Fair Market Value(as defined in the Company’s then applicable stockholder approved stock plan(the “Stock Plan”)) of the shares of common stock of the Company on the date ofgrant of the option, have a term of seven (7) years and shall be subjectto the terms and conditions of the Stock Plan.  Each such option grantshall be evidenced by the issuance of a non-qualified stock option agreement.

 

Effect on StockGrants of Early Termination of Service

 

If an OutsideDirector:

 

a.                                       ceases to be a member of the Board ofDirectors for any reason other than death or disability, all restricted sharesthat remain subject to forfeiture provisions shall be immediately forfeited tothe Company; or

 

b.                                      ceases to be a member of the Board ofDirectors by reason of his or her death or disability, all restricted sharesthat remain subject to forfeiture provisions shall be immediately forfeited tothe Company; provided, however, that in the event such forfeiture provisionslapse periodically, such provisions shall lapse to the extent of a pro rataportion of the restricted shares subject to such grant through the date of hisor her death or disability as would have lapsed had he or she not died orbecome disabled.

 

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Effect on Optionsof Early Termination of Service

 

If an OutsideDirector:

 

a.                                       ceases to be a member of the Board ofDirectors for any reason other than death or disability, any then vested andunexercised options granted to such Outside Director may be exercised by thedirector within a period of three (3) months after the date the directorceases to be a member of the Board of Directors and in no event later than theexpiration date of the option; or

 

b.                                      ceases to be a member of the Board ofDirectors by reason of his or her death or disability, any then vested andunexercised options granted to such director may be exercised by the director(or by the director’s personal representative, or the director’s survivors)within a period of one (1) year after the date the director ceases to be amember of the Board of Directors and in no event later than the expiration dateof the option.

 

**AnnualFee**

 

Each Outside Directorshall be compensated on an annual basis for providing services to the Companyand will receive each year he or she is in office:

 

·                  An equity award in the form of:

·                  a fully vested restricted stock award of the Company’scommon stock as determined by the Compensation Committee on the date of grantin accordance with the “value transfer” model, as further described in the *“Compensation Discussion and Analysis”* of the Company’sproxy statement for the 2010 annual meeting of stockholders; and/or

·                  a fully vested non-qualified stock option to purchasesuch number of shares of the Company’s common stock as determined by theCompensation Committee on the date of grant in accordance with the “valuetransfer” model, as further described in the *“CompensationDiscussion and Analysis”* of the Company’s proxy statement for the2010 annual meeting of stockholders.  Each such stock option will terminateon the earlier of seven (7) years from the date of grant or three (3) monthsafter the recipient ceases to serve as a director, except in the case of deathor disability, in which event the option will terminate one (1) year fromthe date of the director’s death or disability.  The exercise price pershare of these options will be equal to the Fair Market Value of the shares ofcommon stock of the Company on the date of grant of the option

·                  a $30,000 annual cash retainer paid inquarterly installments, provided that if an Outside Director dies, resigns oris removed during any quarter, he or she shall be entitled to a cash payment ona pro rata basis through his or her last day of service; and

·                  a fee of $1,000 for each board meetingattended in person and a fee of $500 for each board meeting attended bytelephone or by other means of communication.

 

**BoardCommittee Compensation**

 

The chairman andmembers of the Company’s audit, compensation and nominating and governancecommittees will receive annual fees payable in quarterly installments asfollows:

 
| ** **                            | ** ** | **Chairman** | ** ** | **Other Members** | ** ** |
|---------------------------------------|------------|--------------|------------|------------------------|------------|
| Audit  committee:                     |       | $            | 20,000     |                   | $          | 10,000 |   |
| Compensation  committee:              |       | $            | 15,000     |                   | $          | 7,500 |   |
| Nominating  and Governance committee: |       | $            | 10,000     |                   | $          | 5,000 |   |

 

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**Expenses**

 

Upon presentationof documentation of such expenses reasonably satisfactory to the Company, eachOutside Director shall be reimbursed for his or her reasonable out-of-pocketbusiness expenses incurred in connection with attending meetings of the Boardof Directors, Committees thereof or in connection with other Board relatedbusiness.

 

**Amendments**

 

The Board ofDirectors shall review this Policy from time to time to assess whether anyamendments in the type and amount of compensation provided herein should beadjusted in order to fulfill the objectives of this Policy.

 

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