0001047469-10-002148 Sample Contracts

EnerNOC Letterhead]
Employment Agreement • March 12th, 2010 • Enernoc Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts

This letter is to confirm our understanding with respect to your continued employment by EnerNOC, Inc. (the “Company”) and supersedes in its entirety the Amended and Restated Employment Agreement entered into by you and the Company dated August 10, 2007, as further amended February 21, 2008 (the “Prior Employment Agreement”).

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FORM OF EXECUTIVE NON-QUALIFIED STOCK OPTION AGREEMENT ENERNOC, INC.
Executive Non-Qualified Stock Option Agreement • March 12th, 2010 • Enernoc Inc • Instruments for meas & testing of electricity & elec signals • 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”);

FORM OF EXECUTIVE INCENTIVE STOCK OPTION AGREEMENT ENERNOC, INC.
Executive Incentive Stock Option Agreement • March 12th, 2010 • Enernoc Inc • Instruments for meas & testing of electricity & elec signals • Delaware

AGREEMENT made as of the day of 20 , between EnerNOC, Inc. (the “Company”), a Delaware corporation and , an employee of the Company (the “Employee”).

RESTRICTED STOCK UNIT AGREEMENT ENERNOC, INC.
Restricted Stock Unit Agreement • March 12th, 2010 • Enernoc Inc • Instruments for meas & testing of electricity & elec signals • Delaware

This Restricted Stock Unit Agreement is made as of the day of , 20 (the “Grant Date”), by and between EnerNOC, Inc., a Delaware corporation having its principal place of business at 75 Federal Street, Suite 300, Boston, Massachusetts 02110 (the “Company”), and (the “Participant”).

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