This excerpt taken from the ENOC 8-K filed Jan 7, 2008.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On December 19, 2007, EnerNOC, Inc. (the Company) entered into an employment offer letter (the Offer Letter) to hire and retain Darren P. Brady as Chief Operating Officer and Senior Vice President of the Company. Pursuant to the terms of the Offer Letter, Mr. Bradys employment with the Company will begin no later than January 22, 2008 (the Effective Date), and he will be employed on an at-will basis.
Mr. Brady, 43, has served as the Senior Vice President of Customer Service and Information Technology and Chief Information Officer of Puget Sound Energy (PSE), a utility located in the state of Washington, since October 2005. Prior to that, from March 2003 to September 2005, Mr. Brady served as Vice President of Customer Service at PSE, and from July 2002 to February 2003 he served as a Director and Assistant to the Chief Operating Officer. Mr. Brady received his A.B. in Political Science and Organizational Behavior & Management from Brown University and his M.B.A. from the Anderson School of Management at UCLA.
Pursuant to the terms of the Offer Letter, Mr. Brady will receive an annual base salary of $300,000 and will be eligible to receive an annual performance-based target cash bonus of $150,000. Mr. Brady will receive a signing bonus shortly after the Effective Date equal to $100,000, which signing bonus will be fully recoverable by the Company in the event Mr. Brady resigns within one year of the Effective Date. In addition, shortly after the first anniversary of the Effective Date, Mr. Brady will receive a retention bonus equal to $150,000, which retention bonus will be fully recoverable by the Company in the event Mr. Brady resigns prior to the second anniversary of the Effective Date.
The Offer Letter provides that, as soon as practicable after the Effective Date, Mr. Brady will be granted, under the Companys 2007 Employee, Director and Consultant Stock Plan (i) 15,000 restricted shares of the Companys common stock, 50% of which will vest on the first anniversary of the date of grant and 1.39% of which will vest per month thereafter and (ii) a stock option to purchase 100,000 shares of the Companys common stock, 25% of which will vest on the first anniversary of the date of grant and 2.08% of which will vest per month thereafter. The stock option will have an exercise price equal to the fair market value of the Companys common stock on the date the Compensation Committee of the Board of Directors of the Company approves the grant.
There is no agreement or understanding between Mr. Brady and any other person pursuant to which he was appointed as Chief Operating Officer and Senior Vice President of the Company, nor is there any family relationship between Mr. Brady and any of the Companys directors or other executive officers. There are no transactions since the beginning of the Companys last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Mr. Brady had, or will have, a direct or indirect material interest.
The foregoing description of the Offer Letter is not complete and is qualified in its entirety by the text of the Offer Letter, which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ended December 31, 2007.