STOCK REPURCHASE AGREEMENT

Exhibit 10.4

EnerNOC, INC.
STOCK REPURCHASE AGREEMENT

        This STOCK REPURCHASE AGREEMENT is entered into as of this 17 ^th day of June, 2003 (the " Effective Date ") by and between EnerNOC, Inc., a Delaware corporation (the " Company "), and Timothy G. Healy (the " Founder ").

RECITALS:

        A.    The Founder is a key employee of the Company whose participation is considered by the Company to be important for its growth.

        B.    As of the date of this Agreement, the Founder owns (beneficially and of record) a total of 475,417 shares (the " Shares ") of the Company's Common Stock, par value $.001 per share (" Common Stock ").

        C.    It is a condition to an investment in the Company on the date hereof by certain persons (the " Investors ") that the Founder and the Company shall have entered into this Agreement, and, as an inducement to the investment in the Company by such Investors, the Company and Founder desire to enter into this Agreement.

        NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1.

Vesting and Repurchase of Shares.

        1.1     Vesting.     As of the date of this Agreement, seventy-five percent (75%) of the Shares owned by the Founder (or an aggregate of 356,562 Shares) shall be deemed " Unvested Shares " and shall be subject to a Repurchase Option (as defined below) in favor of the Company. Thereafter, if the Founder has remained continuously employed with the Company through the vesting dates specified in the table below, then Unvested Shares shall become Vested Shares (or shall " vest ") on such dates in an amount equal to the number of shares set opposite the applicable date in the table below. Shares that are " Unvested Shares " shall remain subject to the Company's Repurchase Option described in Section 1.2 unless and until they become " Vested Shares ." The term " Shares " used without reference to either Unvested Shares or Vested Shares shall mean both Unvested Shares and Vested Shares, without distinction.

        In addition, in the event the Company's Repurchase Option is triggered pursuant to Section 1.2 below, and the Company elects not to exercise its option for the repurchase of any or all of the Unvested Shares, then upon the expiration of the Repurchase Option Period (as defined below), any and all Shares not repurchased by the Company shall become Vested Shares. The Board may, in its discretion, accelerate any of the foregoing vesting dates.

        1.2     Repurchase Option.     In the event of any voluntary or involuntary termination of the Founder's employment with the Company for any or no reason, including by reason of death or disability, the Company shall, upon and from the date of such termination (as reasonably fixed and

determined by the Company) have an irrevocable, exclusive, assignable option (the " Repurchase Option ") for a period of ninety (90) days (the " Repurchase Option Period ") to repurchase all or any portion of the Founder's Unvested Shares at $.001 per share. Such option may be exercised by the Company by sending written notice to the Founder, which notice shall specify the number of Unvested Shares being so repurchased and which notice shall be accompanied by the Company's check for the purchase price of those shares. Upon the sending of such notice and check, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. For purposes hereof, " disability " means " permanent and total disability " as defined in Section 22(e)(3) of the Internal Revenue Code of 1986.

2.

Severance Payment and Vesting After a Change in Control.

        2.1     Severance Payment.     In the event either (i) the Founder's employment with the Company is terminated by the Company for a reason other than for Cause (as defined below) or (ii) the Founder voluntarily terminates his employment with the Company for Good Reason (as defined below), then, within three months after the Termination Date (as defined below), the Company shall pay to the Founder (as severance pay) a lump sum payment equal to the lesser of (A) $35,000 and (B) five percent (5%) of the difference between (xx) cash and cash equivalents and (yy) current liabilities, in each case as reflected on the balance sheet of the Company, prepared as of the Termination Date in accordance with generally accepted accounting principles consistently applied (such payment being referred to herein as the " Severance Payment "). Except as expressly set forth above, the Severance Payment shall be payable in conformity with the Company's customary payroll practices for executive compensation as such practices may be modified from time to time and shall be subject to all applicable federal, state and local withholding, payroll and other taxes.

        2.2     Vesting.     In the event a Change in Control (as defined below) occurs and, within one (1) year thereafter, either (i) the employment of the Founder is terminated by the Company for a reason other than for Cause (as defined below) or (ii) the Founder voluntarily terminates his employment with the Company for Good Reason, then on the Termination Date, the vesting of Unvested Shares shall be accelerated in part so that fifty percent (50%) of the number of Unvested Shares that would otherwise have first become free from the Repurchase Option on any date after the date of the Change in Control shall immediately vest and become free of the Repurchase Option.

        2.3     Payment and Vesting Contingent Upon Release.     The Founder agrees that after the Termination Date, but prior to payment of the Severance Payment and acceleration of Unvested Shares called for by Sections 2.1 and 2.2, he shall execute a release, based on the Company's standard form release, of any and all claims he may have against the Company and its officers, employees, directors, parents and affiliates. The Founder understands and agrees that the payment of the Severance Payment and the acceleration of Unvested Shares called for by Sections 2.1 and 2.2 are contingent on his execution of the previously described release of claims.

        2.4     Sole Remedy; Inapplicable to Voluntary Termination.     The payment to the Founder of the amounts payable under this Section 2 (and applicable acceleration of Unvested Shares) shall constitute the sole remedy of the Founder in the event of a termination of the Founder's employment by the Company. Without limiting the foregoing, the Company's obligations to provide severance and benefits hereunder shall not apply to any voluntary termination of employment by the Founder without Good Reason.

        2.5     Definitions.     

        (a)   " Cause " shall means a good faith finding by the Company of: (i) gross negligence or willful misconduct by the Founder in connection with his employment duties; (ii) failure by

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Founder to perform his duties or responsibilities required pursuant to his employment, after written notice and an opportunity to cure; (iii) misappropriation by Founder for his personal use of the assets or business opportunities of the Company, or its affiliates; (iv) embezzlement or other financial fraud committed by Founder; (v) the Founder knowingly allowing any third party to commit any of the acts described in any of the preceding clauses (iii) or (iv); or (vi) the Founder's indictment for, conviction of, or entry of a plea of no contest with respect to, any felony.

        (b)   " Change in Control " shall mean the consummation of any of the following events during the period of the Founder's employment with the Company: (i) a sale, lease or disposition of all or substantially all of the assets of the Company; or (ii) a sale, merger, consolidation, reorganization, recapitalization, sale of assets, stock purchase, contribution or other similar transaction (in a single transaction or a series of related transactions) of the Company with or into any other corporation or corporations or other entity, or any other corporate reorganization, in each case where the stockholders of the Company immediately prior to such event (in their capacity as such) do not retain beneficial ownership, directly or indirectly, of more than fifty percent (50%) of the voting power of and interest in the successor entity or the entity that controls the successor entity.

        (c)   " Good Reason " shall mean: (i) a substantial reduction in the Founder's then current base salary, without the Founder's consent; or (ii) material and continuing diminution of the Founder's responsibilities, duties and authority in the operation and management of the Company as compared to such responsibilities, duties and authority on the Effective Date, without the Founder's consent (it being understood that the Company is an early-stage, growth Company and that some reasonable change in such responsibilities, duties and authority is to be expected; and that any such reasonable change will not in itself constitute Good Reason hereunder).

        (d)   " Termination Date " shall mean the Founder's last day on the payroll of the Company.

3.

Transfer Restrictions.     Except for the transfer of the Unvested Shares to the Company or its assignees as contemplated by this Agreement, the Founder agrees not to sell, assign, transfer, pledge, hypothecate, gift, mortgage or otherwise encumber or dispose of (except to the Company or any successor to the Company) all or any Unvested Shares or any interest therein, and any Unvested Shares shall be held in escrow by the Company in accordance with the terms of Section 4 below unless and until they become Vested Shares.

4.

Escrow of Unvested Shares.     The Unvested Shares shall be issued in the name of the Founder, but shall be held in escrow by the Company, acting in the capacity of escrow agent, together with a stock assignment executed by the Founder with respect to such Unvested Shares. With respect to Unvested Shares held in escrow that become Vested Shares, the Company shall, at the Founder's request, promptly issue a new certificate for the number of shares that have become Vested Shares and shall deliver such certificate to the Founder and shall retain in escrow a new certificate for any remaining Unvested Shares in exchange for all or the relevant portion of the applicable certificate then being held by the Company as escrow agent. Subject to the terms hereof, the Founder shall have all the rights of a stockholder with respect to the Unvested Shares while they are held in escrow, including, without limitation, the right to vote the Unvested Shares and receive any cash dividends declared thereon. The Company may terminate this escrow at any time. The Company may also appoint another entity to serve as escrow agent hereunder, in which event the Founder agrees to execute all documents requested by the Company in connection therewith.

5.

Legends.     In addition to any legends required by law, the share certificate evidencing the Shares shall be endorsed with the following legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A STOCK REPURCHASE AGREEMENT

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BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY."

6.

Adjustment for Stock Split.     All references to the Shares, the number of Shares that become vested under this Agreement, and the repurchase price therefor, shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company after the date of this Agreement.

7.

Withholding Taxes.     If the Company in its discretion determines that it is obligated to withhold any tax in connection with the transfer of, or the lapse of restrictions on, the Shares, the Founder hereby agrees that the Company may withhold from the Founder's wages or other remuneration the appropriate amount of tax. At the discretion of the Company, the amount required to be withheld may be withheld in cash from such wages or other rem