AMERESCO, INC. Incentive Stock Option Agreement Granted Under 2010 Stock Incentive Plan
Exhibit 10.11
Incentive Stock Option Agreement
Granted Under 2010 Stock Incentive Plan
Granted Under 2010 Stock Incentive Plan
| 1. | Grant of Option. |
This agreement evidences the grant by Ameresco, Inc., a Delaware corporation (the “Company”),
on , 201__ (the “Grant Date”), to , an employee 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 2010 Stock
Incentive Plan (the “Plan”), a total of shares (the “Shares”) of Class A common stock, $0.0001 par
value per share, of the Company at $ per Share.1 Unless earlier terminated, this
option shall expire at 5:00 p.m., Eastern time, on the date one day prior to the tenth anniversary
of the Grant Date (the “Final Exercise Date”).
It is intended that the option evidenced by this agreement shall, to the extent permitted by
applicable law, 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 agreement, 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 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. To exercise this option, the Participant shall deliver to the
Company at its principal office a notice of exercise in a form (which may be electronic) approved
by the Company, accompanied by this agreement, and payment in full in the manner provided in the Plan.2 The Participant may purchase less than the number of shares
covered
| 1 | This must be at least 100% of the fair market value of the Common Stock on the date of grant (or 110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a “10% Shareholder”)) for the option to qualify as an incentive stock option (an “ISO”) under Section 422 of the Code. | |
| 2 | If the Board would like the Participant to be eligible to make payment using the forms of payment in clause (3) (delivery of shares) or clause (5) (delivery of a promissory note) of Section 5(f) of the Plan and not have the use of such forms of payment cause this option to lose its ISO status, the additional forms of payment should be |
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 or officer
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 or Disability. If the Participant dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) 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 or disability of the Participant, by the Participant (or in
the case of death by an authorized transferee), 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 or disability, and further provided that this option shall not be exercisable
after the Final Exercise Date.
(e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s
employment is terminated by the Company for Cause (as defined below), the right to exercise this
option shall terminate immediately upon the effective date of such termination of employment. If,
prior to the Final Exercise Date, the Participant is given notice by the Company of the termination
of his or her employment by the Company for Cause, and the effective date of such employment
termination is subsequent to the date of delivery of such notice, the right to exercise this option
shall be suspended from the time of the delivery of such notice until the earlier of (i) such time
as it is determined or otherwise agreed that the Participant’s employment shall not be terminated
for Cause as provided in such notice or (ii) the effective date of such termination of employment
(in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If
the Participant is party to an employment or severance agreement with the Company that contains a
definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to
| included in this ISO agreement at the date of grant and should be listed here. Furthermore, allowing additional forms of payment after the option has been granted, in certain cases, may cause a new measurement date for accounting purposes, resulting in a charge to earnings. |
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such term in such agreement. Otherwise, “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’s employment shall be considered to have been terminated for Cause if
the Company determines, within 30 days after the Participant’s resignation, that termination for
Cause was warranted.
| 4. | Tax Matters. |
(a) 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.
(b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon
exercise of this option within two years from the Grant Date or one year after such Shares were
acquired pursuant to exercise of this option, the Participant shall notify the Company in writing
of such disposition.
| 5. | Transfer Restrictions. |
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.
| 6. | Provisions of the Plan. |
This option is subject to the provisions of the Plan (including the provisions relating to
amendments to the Plan), a copy of which is furnished to the Participant with this option.
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. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
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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 2010 Stock
Incentive Plan.
| PARTICIPANT: |
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| Address: | ||||
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