EnerNOC, Inc. Second Amended and Restated Non-Employee Director Compensation



 Exhibit 10.12 
 ENERNOC, INC. 
 AMENDED AND RESTATED 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) an equity grant upon his or her initial appointment or election to the Board of Directors of the Company, (ii) an annual equity grant for his or her continued service on the Board of
Directors and (iii) annual fees payable in cash and/or shares of the Company’s common 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. 

Equity Grant upon Initial Appointment or Election as a Director 
 Number of Shares 
 Each new Outside Director on or around the date of his or
her initial appointment or election to the Board of Directors, shall be granted such number of restricted shares of the Company’s common stock, restricted stock units and/or a non-qualified stock option to purchase such number of shares of the
Company’s common stock as determined by the Compensation Committee of the Board of Directors (the “Compensation Committee) on the date of grant in accordance with the “value transfer” model, as further described in the
“Compensation Discussion and Analysis” of the Company’s proxy statement for the 2011 annual meeting of stockholders. 
 Vesting Provision 
 The restricted shares, restricted stock units and/or
options shall vest over a three-year period, at a rate of 8.33% per quarter. 
 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 seven (7) 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. 
 Effect on Stock or Unit Grants of Early 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, all restricted shares or restricted stock units that remain subject to
forfeiture provisions shall be immediately forfeited to the Company; or 

  

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








 Effect on Options of Early 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 Equity Grant and Fees 

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: 
  

	 	•	 	 An equity award in the form of: 


  

	 	•	 	 a fully vested stock award of the Company’s common stock as determined by the Compensation Committee on the date of grant in accordance with the
“value transfer” model, as further described in the “Compensation Discussion and Analysis” of the Company’s proxy statement for the 2011 annual meeting of stockholders; and/or 



 

	 	•	 	 a fully vested non-qualified stock option to purchase such number of shares of the Company’s common stock as determined by the Compensation
Committee on the date of grant in accordance with the “value transfer” model, as further described in the “Compensation Discussion and Analysis” of the Company’s proxy statement for the 2011 annual meeting of
stockholders. Each such stock option will terminate on the earlier of seven (7) 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 retainer fee (the “Basic Retainer Fee”) paid in cash or shares of the Company’s common stock, at the election of the
director, in advance; and 


  

	 	•	 	 a cash fee of $1,000 for each board meeting attended in person and a cash fee of $500 for each board meeting attended by telephone or by other means of
communication payable in arrears on a quarterly basis. 


 Board Committee and Lead Director Compensation 

The (i) chairman and members of the Company’s audit, compensation, nominating and governance, and mergers and acquisition
committees and (ii) the lead independent director will receive annual fees (the “Additional Retainer Fees” and collectively with the Basic Retainer Fee, the “Retainer Fees”) payable in cash or shares of the Company’s
common stock, at the election of the director, in advance 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	  
	 Mergers and Acquisitions committee:
	  	$	10,000	  	  	$	5,000	  

 Lead Independent Director: $20,000 

In the event that a director elects to receive all or a portion of the Retainer Fees in shares of the Company’s common stock, the
grant date of such common stock shall be the third business day after the date on which the Company announces its financial results for the fourth quarter and fiscal year ended December 31 of each year. 

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.