Exhibit 10.3


 


ENERNOC, INC.


NON-EMPLOYEE DIRECTOR COMPENSATION POLICY


 


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


 


Applicable
Persons


 


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


 


Stock
Option Grant Upon Initial Appointment or Election as a Director


 


Number of Shares


 


Each new Outside
Director on the date of his or her initial appointment or election to the Board
of Directors, shall be granted a non-qualified stock option to purchase such
number of shares of the Company’s common stock (rounded down to the nearest
whole number so that no fractional shares shall be issued) equal to the
quotient of (i) $330,000 divided by (ii) the Black-Scholes value of a
share of the Company’s common stock on the date of grant.


 


Vesting Provision


 


Such option shall be
fully vested on the grant date.


 


Exercise Price and
Term of Option


 


Each option
granted 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 of
grant of the option, have a term of ten (10) years and shall be subject to
the terms and conditions of the Stock Plan. 
Each such option grant shall be evidenced by the issuance of a
non-qualified stock option agreement.


 


Early Termination
of Option Upon Termination of Service


 


If an Outside
Director:


 

















 


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


 


b.                                      ceases
to be a member of the Board of Directors by reason of his or her death or
disability, any then vested and unexercised 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 a member of the Board of Directors and in no
event later than the expiration date of the option.


 


Annual
Fee


 


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


 


·                  a
fully vested non-qualified stock option to purchase such number of shares of
the Company’s common stock (rounded down to the nearest whole number so that no
fractional shares shall be issued) equal to the quotient of (i) $120,000
divided by (ii) the Black-Scholes value of a share of the Company’s common
stock on the date of grant.  Each such
stock option will terminate on the earlier of ten (10) years from the date
of grant or three (3) months after the recipient ceases to serve as a director,
except in the case of death or disability, in which event the option will
terminate one (1) year from the date of the director’s death or
disability.  The exercise price per share
of these options will be equal to the Fair Market Value of the shares of common
stock of the Company on the date of grant of the option;


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


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


 


Board
Committee Compensation


 


The chairman and
members of the Company’s audit, compensation and nominating and governance
committees will receive annual fees payable in quarterly installments as
follows:


 


	
   

  	
   

  	
  Chairman

  	
   

  	
  Other Members

  	
   

  
	
  Audit committee:

  	
   

  	
  $

  	
  20,000

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Compensation
  committee:

  	
   

  	
  $

  	
  15,000

  	
   

  	
  $

  	
  7,500

  	
   

  
	
  Nominating and
  Governance committee:

  	
   

  	
  $

  	
  10,000

  	
   

  	
  $

  	
  5,000

  	
   

  



 

















 


Expenses


 


Upon presentation of
documentation of such expenses reasonably satisfactory to the Company, each
Outside Director shall be reimbursed for his or her reasonable out-of-pocket
business expenses incurred in connection with attending meetings of the Board
of Directors, Committees thereof or in connection with other Board related
business.


 


Amendments


 


The Board of
Directors shall review this Policy from time to time to assess whether any
amendments in the type and amount of compensation provided herein should be
adjusted in order to fulfill the objectives of this Policy.