Non-Qualified Stock Option Agreement

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Exhibit 10.13

ENERNOC, INC.

Non-Qualified Stock Option Agreement

        EnerNOC, Inc. (the " Company ") hereby grants the following stock option pursuant to its 2003 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.

        Vesting Schedule:

        This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.

ENERNOC, INC.

Non-Qualified Stock Option Agreement—Incorporated Terms and Conditions

        1.      Grant Under Plan . This option is granted pursuant to and is governed by the Company's 2003 Stock Option and Incentive Plan (the " Plan ") and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan.

        2.      Grant as Non-Qualified Stock Option . This option is a non-statutory stock option and is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the " Code ").

        3.      Vesting of Option .

        (a)    Vesting if Business Relationship Continues . The Optionee may exercise this option on or after the date of this option grant for the number of shares of Common Stock, if any, set forth on the cover page hereof. If the Optionee has continuously maintained a Business Relationship (as defined below) with the Company through the dates listed on the vesting schedule set forth on the cover page hereof, the Optionee may exercise this option for the additional number of shares of Common Stock set opposite the applicable vesting date. Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this option becomes exercisable. The foregoing rights are cumulative and may be exercised only before the date which is ten years from the date of this option grant.

        (b)    Definitions . The following definitions shall apply:

        " Business Relationship " means service to the Company or its successor in the capacity of an employee, officer, director or consultant.

        " Cause " means: (i) gross negligence or willful malfeasance in the performance of the Optionee's work or a breach of fiduciary duty or confidentiality obligations to the Company by the Optionee; (ii) failure to follow the proper directions of the Optionee's direct or indirect supervisor after written notice of such failure; (iii) the commission by the Optionee of illegal conduct relating to the Company; (iv) disregard by the Optionee of the material rules or material policies of the Company which has not been cured within 10 days after notice thereof from the Company; [(v) breach of Optionee's Non-Competition, Non-Disclosure and Developments Agreement with the Company; or (v) intentional acts on the part of the Optionee that have generated material adverse publicity toward or about the Company.

        " Private Transaction " means any Acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities which are registered under the Securities Act and/or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within ninety (90) days of completion of the transaction for resale to the public pursuant to the Securities Act.

        4.      Termination of Business Relationship .

        (a)    Termination . If the Optionee's Business Relationship with the Company ceases, voluntarily or involuntarily, with or without Cause, no further installments of this option shall become exercisable, and this option shall expire (may no longer be exercised) after the passage of three months from the date of termination, but in no event later than the scheduled expiration date. Any determination under this agreement as to the status of a Business Relationship or other matters referred to above shall be made in good faith by the Board of Directors of the Company.

        (b)    Employment Status . For purposes hereof, with respect to employees of the Company, employment shall not be considered as having terminated during any leave of absence if such leave of absence has been approved in writing by the Company and if such written approval contractually obligates the Company to continue the employment of the Optionee after the

approved period of absence. In the event of such an approved leave of absence, vesting of this option shall be suspended (and the period of the leave of absence shall be added to all vesting dates) unless otherwise provided in the Company's written approval of the leave of absence. For purposes hereof, a termination of employment followed by another Business Relationship shall be deemed a termination of the Business Relationship with all vesting to cease unless the Company enters into a written agreement related to such other Business Relationship in which it is specifically stated that there is no termination of the Business Relationship under this agreement. This option shall not be affected by any change of employment within or among the Company and its Subsidiaries so long as the Optionee continuously remains an employee of the Company or any Subsidiary.

        (c)    Termination for Cause . If the Business Relationship of the Optionee is terminated for Cause (as defined above), this option may no longer be exercised from and after the Optionee's receipt of written notice of such termination.

        5.      Death; Disability .

        (a)    Death . Upon the death of the Optionee while the Optionee is maintaining a Business Relationship with the Company, this option may be exercised, to the extent otherwise exercisable on the date of the Optionee's death, by the Optionee's estate, personal representative or beneficiary to whom this option has been transferred pursuant to Section 10, only at any time within 180 days after the date of death, but not later than the scheduled expiration date.

        (b)    Disability . If the Optionee ceases to maintain a Business Relationship with the Company by reason of his or her disability, this option may be exercised, to the extent otherwise exercisable on the date of cessation of the Business Relationship, only at any time within 180 days after such cessation of the Business Relationship, but not later than the scheduled expiration date. For purposes hereof, " disability " means "permanent and total disability" as defined in Section 22(e)(3) of the Code.

        6.      Partial Exercise . This option may be exercised in part at any time and from time to time within the above limits, except that this option may not be exercised for a fraction of a share.

        7.      Payment of Exercise Price .

        (a)    Payment Options . The exercise price shall be paid by one or any combination of the following forms of payment that are applicable to this option, as indicated on the cover page hereof:

        (i)    by check payable to the order of the Company; or

        (ii)   delivery of an irrevocable and unconditional undertaking, satisfactory in form and substance to the Company, by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Optionee to the Company of a copy of irrevocable and unconditional instructions, satisfactory in form and substance to the Company, to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; or

        (iii)  subject to Section 7(b) below, if the Common Stock is then traded on a national securities exchange or on the Nasdaq National Market (or successor trading system), by delivery of shares of Common Stock having a fair market value equal as of the date of exercise to the option price.