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  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 



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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 




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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 


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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 


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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. 


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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 


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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. 


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QuickLinks



Exhibit 10.1


ENERNOC, INC. AMENDED AND RESTATED 2007 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN