exv10w8






Exhibit 10.8




AMERESCO, INC.




Nonstatutory Stock Option Agreement

Granted Under 2000 Stock Incentive Plan




	1.	 	Grant of Option.





This agreement evidences the grant by Ameresco, Inc., a Delaware corporation (the “Company”),
on                      (the “Grant Date”) to                      an [employee] [consultant] [director] of the
Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided
herein and in the Company’s 2000 Stock Incentive Plan (the “Plan”), a total of                      shares
(the “Shares”) of common stock, $.0001 par value per share, of the Company (“Common Stock”) at
$                     per Share. Unless earlier terminated, this option shall expire on                      (the
“Final Exercise Date”).




It is intended that the option evidenced by this agreement shall not be an incentive stock
option as defined in Section 422 of the Internal Revenue Code of 1986, as amended and any
regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the
term “Participant”, as used in this option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.





	2.	 	Vesting Schedule.





This option will become exercisable (“vest”) as to 20% of the original number of Shares on the
first anniversary of the Grant Date and as to an additional 5% of the original number of Shares at
the end of each successive three-month period of employment with the Company following the first
anniversary of the Grant Date until the fifth anniversary of the Grant Date.




The right of exercise shall be cumulative so that to the extent the option is not exercised in
any period to the maximum extent permissible it shall continue to be exercisable, in whole or in
part, with respect to all shares for which it is vested until the earlier of the Final Exercise
Date or the termination of this option under Section 3 hereof or the Plan.





	3.	 	Exercise of Option.





(a)  Form of Exercise. Each election to exercise this option shall be in writing,
signed by the Participant, and received by the Company at its principal office, accompanied by this
agreement, and payment in full in the manner provided in the Plan. The Participant may purchase
less than the number of shares covered hereby, provided that no partial exercise of this option may
be for any fractional share or for fewer than ten whole shares.




(b)  Continuous Relationship with the Company Required. Except as otherwise provided
in this Section 3, this option may not be exercised unless the Participant, at the time he or she
exercises this option, is, and has been at all times since the Grant Date, an employee, officer or
director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).




 









 





(c) Termination of Relationship with the Company. If the Participant ceases to be an
Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the
right to exercise this option shall terminate three months after such cessation (but in no event
after the Final Exercise Date), provided that this option shall be exercisable only
to the extent that the Participant was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date,
violates the non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon written notice to the
Participant from the Company describing such violation.




(d) Exercise Period Upon Death. If the Participant dies prior to the Final Exercise
Date while he or she is an Eligible Participant and the Company has not terminated such
relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable,
within the period of one year following the date of death of the Participant by the Participant,
provided that this option shall be exercisable only to the extent that this option was exercisable
by the Participant on the date of his or her death, and further provided that this option shall not
be exercisable after the Final Exercise Date.




(e)
Discharge for Cause. If the Participant, prior to the Final Exercise Date,
is discharged by the Company for “Cause” (as
defined below), the right to exercise this option shall terminate immediately upon the effective
date of such discharge. “Cause” shall mean willful
misconduct by the Participant or willful failure by the Participant to perform his or her
responsibilities to the Company (including, without limitation, breach by the Participant of any
provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar
agreement between the Participant and the Company), as determined by the Company, which
determination shall be conclusive. The Participant shall be
considered to have been discharged for “Cause” if the Company determines, within 30 days after the
Participant’s resignation, that discharge for Cause was warranted.





	4.	 	Right of First Refusal.





(a) If the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise
dispose of, by operation of law or otherwise (collectively, “transfer”) any Shares acquired upon
exercise of this option, then the Participant shall first give written notice of the proposed
transfer (the “Transfer Notice”) to the Company. The Transfer Notice shall name the proposed
transferee and state the number of such Shares the Participant proposes to transfer (the “Offered
Shares”), the price per share and all other material terms and conditions of the transfer.




(b) For 30 days following its receipt of such Transfer Notice, the Company shall have the
option to purchase all (but not less than all) of the Offered Shares at the price and upon the
terms set forth in the Transfer Notice. In the event the Company elects to purchase all of the
Offered Shares, it shall give written notice of such election to the Participant within such 30-day
period. Within 10 days after the Participant’s receipt of such notice, the Participant shall
tender to the Company at its principal offices the certificate or certificates representing the
Offered Shares, duly endorsed in blank by the Participant or with duly endorsed stock powers
attached




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thereto, all in form suitable for transfer of the Offered Shares to the Company. Promptly
following receipt of such certificate or certificates, the Company shall deliver or mail to the
Participant a check in payment of the purchase price for the Offered Shares; provided that if the
terms of payment set forth in the Transfer Notice were other than cash against delivery, the
Company may pay for the Offered Shares on the same terms and conditions as were set forth in the
Transfer Notice; and provided further that any delay in making such payment shall not invalidate
the Company’s exercise of its option to purchase the Offered Shares.




(c) If the Company does not elect to acquire all of the Offered Shares, the Participant may,
within the 30-day period following the expiration of the option granted to the Company under
subsection (b) above, transfer the Offered Shares to the proposed transferee, provided that such
transfer shall not be on terms and conditions more favorable to the transferee than those contained
in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant
to this Section 4 shall remain subject to the right of first refusal set forth in this Section 4
and such transferee shall, as a condition to such transfer, deliver to the Company a written
instrument confirming that such transferee shall be bound by all of the terms and conditions of
this Section 4.




(d) After the time at which the Offered Shares are required to be delivered to the Company for
transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to
the Participant on account of such Offered Shares or permit the Participant to exercise any of the
privileges or rights of a stockholder with respect to such Offered Shares, but shall, in so far as
permitted by law, treat the Company as the owner of such Offered Shares.




(e) The following transactions shall be exempt from the provisions of this Section 4:




(1) any transfer of Shares to or for the benefit of any spouse, child, grandchild, sibling or
parent of the Participant, or to a trust for their benefit;



(2) any transfer pursuant to an effective registration statement filed by the Company under
the Securities Act of 1933, as amended (the “Securities Act”); and



(3) the sale of all or substantially all of the shares of capital stock of the Company
(including pursuant to a merger or consolidation);


provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares
shall remain subject to the right of first refusal set forth in this Section 4 and such transferee
shall, as a condition to such transfer, deliver to the Company a written instrument confirming that
such transferee shall be bound by all of the terms and conditions of this Section 4 and Section 5
hereof.




(f) The Company may assign its rights to purchase Offered Shares in any particular transaction
under this Section 4 to one or more persons or entities.




(g) The provisions of this Section 4 shall terminate upon the earlier of the following events:




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(1) the closing of the sale of shares of Common Stock in an underwritten public offering
pursuant to an effective registration statement filed by the Company under the Securities Act; or



(2) the sale of all or substantially all of the capital stock, assets or business of the
Company, by merger, consolidation, sale of assets or otherwise (other than a merger or
consolidation in which all or substantially all of the individuals and entities who were beneficial
owners of the Common Stock immediately prior to such transaction beneficially own, directly or
indirectly, more than 75% of the outstanding securities entitled to vote generally in the election
of directors of the resulting, surviving or acquiring corporation in such transaction).



(h) The Company shall not be required (1) to transfer on its books any of the Shares which
shall have been sold or transferred in violation of any of the provisions set forth in this Section
4, or (2) to treat as owner of such Shares or to pay dividends to any transferee to whom any such
Shares shall have been so sold or transferred.





	5.	 	Agreement in Connection with Public Offering.





The Participant agrees, in connection with the initial underwritten public offering of the
Company’s securities pursuant to a registration statement under the Securities Act, (i) not to
sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any
shares of Common Stock held by the Participant (other than those shares included in the offering)
without the prior written consent of the Company or the underwriters managing such initial
underwritten public offering of the Company’s securities for a period of 180 days from the
effective date of such registration statement, and (ii) to execute any agreement reflecting clause
(i) above as may be requested by the Company or the managing underwriters at the time of such
offering.





	6.	 	Withholding.





No Shares will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any
federal, state or local withholding taxes required by law to be withheld in respect of this option.





	7.	 	Nontransferability of Option.





This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, either voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the lifetime of the Participant, this option shall be exercisable only by
the Participant.





	8.	 	Provisions of the Plan.





This option is subject to the terms and provisions of the Plan (including all provisions
regarding the acceleration of vesting of options), a copy of which Plan is furnished to the
Participant with this option.




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	9.	 	No Rights to Employment or Other Status.





Nothing contained in this agreement or in the Plan shall be construed as giving the
Participant any right to be retained, in any position, as an employee
of, or consultant or advisor to, or in any relationship with, the Company.



IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by
its duly authorized officer. This option shall take effect as a sealed instrument.




	 	 	 	 	 
	 	 	Ameresco, Inc.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	George P. Sakellaris
	 

	 	 	 	Chief Executive Officer
	 

	 	 	 	111 Speen Street, Suite 410
	 

	 	 	 	Framingham, MA 01701






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PARTICIPANT’S ACCEPTANCE




The undersigned hereby accepts the foregoing option and agrees to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2000 Stock
Incentive Plan.




	 	 	 	 	 
	 	 	Participant:
	 
	 	 	 	 
	 

	 	 
	 	 
	 	 	 
	 	 	 
	 	 	Name
	 	 	Address
	 	 	City, State, Zip







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