0001047469-08-003594 Sample Contracts

FORM OF EXECUTIVE INCENTIVE STOCK OPTION AGREEMENT ENERNOC, INC.
Executive Incentive Stock Option Agreement • March 28th, 2008 • Enernoc Inc • Services-business services, nec • Delaware

AGREEMENT made as of the day of 200 , between EnerNOC, Inc. (the “Company”), a Delaware corporation and , an employee of the Company (the “Employee”).

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FORM OF EXECUTIVE NON-QUALIFIED STOCK OPTION AGREEMENT ENERNOC, INC.
Executive Non-Qualified Stock Option Agreement • March 28th, 2008 • Enernoc Inc • Services-business services, nec • Massachusetts

WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $.001 par value per share (the “Shares”), under and for the purposes set forth in the Company’s 2007 Employee, Director and Consultant Stock Plan (the “Plan”);

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2008 • Enernoc Inc • Services-business services, nec • Massachusetts

The Amended and Restated Employment Agreement (the “Agreement”) dated as of August 10, 2007, by and between EnerNOC, Inc., a Delaware corporation (the “Company”), and David B. Brewster (the “Executive”) is hereby amended as set forth below. Capitalized terms not defined herein shall have the meaning specified in the Agreement.

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