Exhibit 10.1


 


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 and (ii) an annual fee
payable in cash and/or stock, all as further set forth herein.


 


Applicable
Persons


 


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


 


Equity
Grant Upon Initial Appointment or Election as a Director


 


Number of Shares


 


Each new Outside
Director on the date of his or her initial appointment or election to the Board
of Directors, shall be granted such number of restricted shares of the Company’s
common stock 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 2010 annual meeting of stockholders.


 


Vesting Provision


 


The restricted
shares and options 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
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
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
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 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
Fee


 


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


 


·                  An equity award in the form of:


·                  a fully vested restricted 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 2010 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
2010 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 cash retainer paid in
quarterly installments, provided that if an Outside Director dies, resigns or
is removed during any quarter, he or she shall be entitled to a cash payment on
a pro rata basis through his or her last day of service; and


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


 


Board
Committee Compensation


 


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


 


	
   

  	
   

  	
  Chairman

  	
   

  	
  Other Members

  	
   

  
	
  Audit
  committee:

  	
   

  	
  $

  	
  20,000

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Compensation
  committee:

  	
   

  	
  $

  	
  15,000

  	
   

  	
  $

  	
  7,500

  	
   

  
	
  Nominating
  and Governance committee:

  	
   

  	
  $

  	
  10,000

  	
   

  	
  $

  	
  5,000

  	
   

  



 

















 


Expenses


 


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


 


Amendments


 


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