**Exhibit 10.3**

**FORMOF FIRST AMENDMENT**

**TO SEVERANCE AGREEMENT**

Referenceis made to that certain Severance Agreement (the “Agreement”) dated as of February7, 2007, by and between EnerNOC, Inc., a Delaware corporation (the “Company”),and                   (the “Employee”).  Capitalized terms usedand not otherwise defined herein shall have the meanings given to such terms inthe Agreement.

WHEREAS,the Company through its Compensation Committee and its Board of Directors hasdetermined that it is in the Company’s interest to modify certain terms of theEmployee’s Agreement; and

WHEREAS,the Company and the Employee desire to amend the Agreement to (i) increase theseverance amount paid to the Employee in the event the Company terminates the Employee’semployment without Cause or the Employee terminates his employment for GoodReason and (ii) additionally accelerate the vesting of Stock Awards in theevent the Employee’s employment is terminated without Cause or the Employeeterminates his employment for Good Reason following a Change of Control; and

WHEREAS,pursuant to the terms of the Agreement any provision of the Agreement may be modifiedor amended if agreed to in a writing signed by the Employee and the Company.

NOW,THEREFORE, for good and valuable consideration, receipt and sufficiency ofwhich are hereby acknowledged, the Company and the Employee hereby agree asfollows:

1.             Section 1.2 of theAgreement is hereby deleted in its entirety, and the following is substitutedtherefore:

“1.2.        “Agreed Bonus Target”:  Agreed Bonus Target shall mean****the bonus target amount as established from time to time by theCompensation Committee of the Company’s Board of Directors (the “CompensationCommittee”).”****

2.             Section 1.4 of theAgreement is hereby deleted in its entirety, and the following is substitutedtherefore:

 

                “1.4.        “Cause”:(i) willful failure to perform, or gross negligence in the performance of,the Employee's duties for the Company or any of its affiliates;(ii) knowing and material breach by the Employee of any obligation to theCompany or any of its affiliates with respect to confidential information,non-competition, non-solicitation or the like; (iii) the Employee's breachof fiduciary duty, fraud, embezzlement or other material dishonesty with respectto the Company or any of its affiliates; or (iv) the Employee's convictionof, or plea of nolo contendere to, a felony (other than felonies vehicular innature) or any other crime involving moral turpitude; provided,however that with respect to the grounds set forth in Section 1.4(i), Causeshall not be deemed to exist until the Employee has been given written noticeof the facts or circumstances allegedly constituting such grounds and, wherereasonably subject to cure, thirty (30) days to cure.

 

3.             Section 1.5 of theAgreement is hereby deleted in its entirety, and the following is substitutedtherefore:

 

“1.5.        “Good Reason”:  (i) a substantial reduction in theEmployee's then current base salary, without the Employee's consent; or(ii) material and continuing diminution of the Employee's title or theEmployee’s responsibilities, duties and authority in the operation andmanagement of the Company as compared to such title or responsibilities, dutiesand authority on the Effective Date, without the Employee's consent.

4.             Section 1.9 of theAgreement is hereby deleted in its entirety, and the following is substitutedtherefore:

“1.9.        “Severance Compensation”:  100% of the Employee’s Base Salary on theeffective date of termination and the Agreed Bonus Target in effect on theeffective date of termination.”

5.             Section 2.1 of theAgreement is hereby deleted in its entirety, and the following is substitutedtherefore:

1

----

“2.1.         If the Company terminatesthe Employee’s employment without Cause, or the Employee terminates his or heremployment with Good Reason, the Company will pay the Employee an amount equalto his Severance Compensation in twelve (12) equal monthly installments inarrears commencing one month after the date of termination and shall also payhim, on the date of termination, his Accrued Base Compensation as of thetermination date.  The Company’sobligation to make such payments shall cease upon the Employee’s materialbreach of any written agreement between the Company and the Employee or of anywritten policy of the Company by which the Employee is bound, if such breachcauses or is likely to cause material harm to the Company.  All payments to be made under Section 2.3shall be made on the same schedule as set forth in this Section 2.1.”

6.             Section 3.2 of theAgreement is hereby deleted in its entirety, and the following is substitutedtherefore:

“3.2.        If, after a Change ofControl, the Company or the acquiror terminates the Employee’s employmentwithout Cause, or if the Employee terminates his or her employment for GoodReason, then, notwithstanding any contrary or inconsistent provision of anyStock Award granted to the Employee by the Company, an additional number ofshares or options equal to one hundred percent (100%) of the total shares or optionsin the Stock Award shall, on the date of termination, become fully vested andimmediately exercisable.”

7.             The Agreement, asamended by this instrument, is hereby ratified and confirmed in all respectsand shall continue in full force and effect in accordance with its terms.

8.             This Amendment may beexecuted in one or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the sameinstrument.

[Remainder of page is intentionally left blank.]

2

----

IN WITNESS WHEREOF, the parties hereto have eachcaused this Amendment to be duly executed on the date first above written.
|   | THE COMPANY:                    |
|--------|---------------------------------|
|   |                            |
|   | ENERNOC, INC.                   |
|   |                            |
|   | By:                             |   |
|   | Name: Timothy G.  Healy         |
|   | Title: Chief  Executive Officer |
|   |                            |
|   |                            |
|   | THE EMPLOYEE:                   |
|   |                            |
|   |                            |
|   |                            |

 

3

----