0001104659-07-061398 Sample Contracts

EnerNOC Letterhead]
Enernoc Inc • August 10th, 2007 • Services-business services, nec • Massachusetts

This letter is to confirm our understanding with respect to your continued employment by EnerNOC, Inc. (the “Company”) and supersedes in its entirety (i) the Letter Agreement entered into by you and the Company dated as of February 7, 2007 (the “Prior Employment Agreement”) and (ii) the Stock Repurchase Agreement entered into by you and the Company dated as of June 17, 2003 and amended as of January 10, 2005, May 16, 2006 and February 7, 2007 (the “Stock Repurchase Agreement”).

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FORM OF FIRST AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • August 10th, 2007 • Enernoc Inc • Services-business services, nec

Reference is made to that certain Severance Agreement (the “Agreement”) dated as of February 7, 2007, by and between EnerNOC, Inc., a Delaware corporation (the “Company”), and (the “Employee”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.

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