Exhibit 10.1


 





 


July 27, 2009


 


Timothy Weller


 


Re: EnerNOC  Chief Financial Officer & Treasurer


 


Dear Timothy,


 


On behalf of EnerNOC, I am very pleased to offer you a position as
EnerNOC’s Chief Financial Officer & Treasurer.  As Chief Financial Officer & Treasurer,
you will assume the responsibilities of managing EnerNOC’s financial operations
as directed by the Chief Executive Officer of the company, to whom you will
report.  In addition to finance and
accounting, you will be responsible for investor relations, facilities,
information technology and other operational areas as assigned to you from time
to time by the CEO and board of directors. 
This letter will confirm our offer of employment under the terms and
conditions that follow:


 


Offer Specifics:


 


·                  Start
Date: July 31, 2009 (“Start Date”)


·                  Salary: Biweekly
salary of $11,538.47 ($300,000.00 annually). Periods of less than two weeks
will be prorated accordingly.


·                  Bonus Plan:  During employment, you will be
considered annually for a bonus pursuant to EnerNOC’s annual bonus program, as
amended and in effect from time to time. 
Your target bonus will be 65% of your base salary. The amount of the
bonus that will be payable to you, if any, will be determined in part by the
Company’s assessment of your individual performance against goals established
annually for your position and in part by the Company’s assessment of its
overall performance against its budget and other corporate goals to be
established annually. This bonus
amount will be pro-rated based upon your date of hire and you must be actively
employed by EnerNOC on the date of payment to guarantee eligibility.


·                  Stock
Options:  The Company will
recommend to its Board of Directors that it grant you an option to purchase
80,000 shares of the Company’s common stock at its fair market value on the
date of the grant (the “Option”), as determined by our board of
directors.  The Option is subject to the 2007 Employee, Director and Consultant Stock Plan (the “Plan”),
the option certificate, and any other applicable stock option agreement,
shareholder agreement and other restrictions or provisions that are generally
applicable to shares purchased by Company employees, as each of these may be
amended from time to time by the Company.  As set forth in the Plan, the
Option is subject to a four-year vesting cycle, with vesting beginning one year
after the Start Date and occurring on a monthly basis thereafter, provided you
remain employed by the Company.  The
number of options that will vest one year from your Start Date is 5,000.  The remaining 75,000 options will vest on a
monthly basis thereafter in equal amounts.


·                  Restricted
Stock:  The Company will
recommend to its Board of Directors that it grant you 20,000 shares of restricted stock in accordance with the “Plan”.   The 20,000 shares will no longer be subject to
the lapsing forfeiture right one year after your Start Date.


·                  Benefits:
Full-time employees are eligible to participate in all
Company benefit plans, which include but are not limited to medical, dental,
life, short-term and long-term disability insurance and a 401(k) Plan. 
Participation in Company benefit plans will be subject to the terms of all
applicable plan documents and all Company policies regarding benefits.


·                  Paid
Time Off: During employment, you will be entitled to earn paid
time off (PTO) in accordance with the Company’s Paid Time Off Policy.  Pursuant
to the Policy, you will earn 7.693  hours of PTO per pay period up to a
maximum of 200 hours (25 days) per year. PTO will be pro-rated for any pay
period that is not worked in full.


·                  Expenses:  The Company will reimburse you for
all reasonable travel and business expenses, in accordance with the EnerNOC
Travel and Expense Policy.


·                  Proof
of Eligibility: The Immigration Reform and Control
Act requires employers to verify the employment eligibility and identity of all
new employees.  Accordingly, you will be
required to complete a Form I-9 when you begin work.  We will not be able to employ you if you do
not provide us with the appropriate documents required by the Form I-9 in
a timely manner.


 

















 


·                  All employees may
be subject to promotion, transfer or reassignment from time to time, as the
Company determines appropriate.


·                  While you are
employed, you will be required to devote your full business time and your best
professional efforts to the performance of your duties and responsibilities for
the Company, and to abide by all Company policies and procedures in effect from
time to time.  Notwithstanding the above,
it is understood that you may devote time to your personal investments, civic
and charitable activities, and as a non-executive member of up to two Boards of
Directors such that these outside activities do not unreasonably interfere with
your duties at the Company.


·                  Confidential
Information and Restricted Activities:  As a
condition of your employment, you will be required to sign the Company’s
standard Employee Agreement (the “Agreement”), no later than the first day of
your employment.  A copy of the Agreement
is enclosed with this letter. By signing this offer letter, you represent and
warrant to EnerNOC that your employment with the Company and fulfillment of the
duties of your position will not breach or be in conflict with any other
agreement you have with any former employer or other person or entity.  You also represent and warrant that you are
not subject to any covenant against competition or similar covenants, or any
other legal obligation, that would restrict or otherwise affect the performance
of your duties and responsibilities to the Company. You agree that you will not
bring with you, disclose or use on behalf of the Company any confidential or
proprietary information of any former employer or other third party without
that party’s consent.


·                  At-Will
Status of Employment: 
This letter and your response are not meant to, and do not, constitute a
contract of employment for a specific term. 
Your employment with the Company is at-will.  This means that, if you accept this offer,
both you and the Company will retain the right to terminate your employment at
any time, with or without notice or cause.


·                  Withholding:  All payments made by the Company under this
Agreement shall be reduced by any tax or other amounts required to be withheld
by the Company under applicable law.


·                  MISC:  Our agreement consists of several
employment-related documents in addition to this letter, including the
Employment Agreement, the Severance Agreement, the Executive Stock
Non-Qualified Stock Option Agreement, the Executive Incentive Stock Option
Agreement, and the Restricted Stock Agreement. In the event there is a conflict
of terms among this letter and the other of your employment-related documents
that together as a whole comprise your employment documents, the terms of this
offer letter shall be first in priority and the terms of the Severance
Agreement shall be second in priority.


 


In accepting this offer, you
give us assurance that you have not relied on any agreements or
representations, express or implied, with respect to your employment, that are
not set forth expressly in this letter.


 


Timothy, we are excited
about the prospect of you joining our team, because we believe that your
talents, experience and business judgment will benefit the Company
significantly.  Please confirm your
acceptance of this offer by signing below and returning this letter to me no
later than Monday, July 27, 2009.   
At the time you sign and return it, this letter will take effect as a
binding agreement between you and the Company on the basis set forth
above.  I will be happy to discuss this
offer with you in more detail should you have any questions.


 


 


	
  Sincerely,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Timothy G. Healy

  	
   

  	
   

  
	
  Timothy G. Healy, Chairman and Chief Executive
  Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signed

  	
  /s/ Timothy Weller

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  	
  Timothy Weller

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  	
  7/27/09