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Delaware
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001-34811
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04-3512838
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(State or Other Juris-
diction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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111 Speen Street, Suite 410, Framingham, MA
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01701
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(Address of Principal Executive Offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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AMERESCO, INC.
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Date: July 1, 2019
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By:
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/s/ David J. Corrsin
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David J. Corrsin
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Executive Vice President, General Counsel and Secretary
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Exhibit No.
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Description
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10.1
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99.1
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Your primary responsibilities will be as follows:
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Drive the success of the Company’s strategic operating plan and associated budget with a particular emphasis on ROI and resource allocation.
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Focus finance department activities on contributing to a firm-wide understanding of the links between financial performance and business success. Efficiently produce appropriate financial reports and management tools.
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Build and manage solid relationships with Wall Street, outside investors, and bankers. Partner with the CEO to develop and maintain a successful Investor Relations program.
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Develop, enhance, and oversee the appropriate financial underpinnings to support the business as it grows. These include: Controls, Accounting, Financial Reporting, Tax, Treasury, Capital Markets, Risk Management, and administrative functions.
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Coordinate Tax Reporting, and Investor Relations. Oversee the preparation and issuance of financial statements (i.e. annual report, 10K, 10Q, Proxy, etc.).
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Bring the financial perspective to the strategic decision-making process by providing essential input that demonstrates the capacity to think beyond the financial implications of business decisions and gives consideration to overall business strategies and key operational issues. Synthesize information and propose business solutions to existing challenges and opportunities.
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Focus on driving growth, innovation, and business performance, while enhancing the value of the Company. Share in responsibility with the CEO to source, raise, and place debt and equity.
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Raise debt and equity for new development opportunities for the Company. Oversee the day-to-day management of the Finance team on developing plans for equity growth and establishing new sources of capital.
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Direct all actions and processes relating to Investor Relations and ensure regulatory compliance.
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Manage the Company’s relationship with lenders, investors, partners, and other members of the financial community. Establish and maintain strong banking relationships.
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Analyze operational issues impacting functional groups and the Corporation and determine their financial impact.
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Direct and coordinate the formulation of financial programs to provide funding for new or continuing operations to foster growth, maximize returns on investments, and increase productivity.
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Work with the management team
to improve cost efficiencies at every level of the Organization. Improve processes/methods, costing, quality, and decision-making to achieve meaningful efficiency increases.
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Monitor ongoing revenue and expense activities, set goals, design programs for achieving and enhancing these goals, and coordinate activities between departments. Allocate resources to achieve revenue expectations and hold down or control expenses.
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Enhance communications with all levels of em-ployees. Encourage them to pro-actively communi-cate issues that will initiate problem solving and cre-ativity.
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Lead a team of six direct reports and approximately 40 professionals in the US, Canada, and UK.
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Other duties as assigned
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You will report directly to
George P. Sakellaris, President & Chief Executive Officer
who will also evaluate you for performance and compensation reviews on an annual basis.
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As a salaried, exempt professional your beginning salary will be paid on a bi-weekly basis in the amount of
$13,461.54.
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On the first pay period after your date of hire you will be paid a sign on bonus in the amount of $50,000 minus applicable taxes.
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Effective on your date of hire, you will be awarded an option to purchase 60,000 shares of Ameresco Inc. common stock subject to the terms and conditions of the Ameresco Inc. 2010 Stock Incentive Plan. The strike price will be on your date of hire and this grant will be subject to a five year vesting schedule.
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You will also be eligible to participate in the Short-Term Incentive plan where you will be eligible to receive a bonus equivalent to 40% of your annualized base salary, subject to Company and individual performance. In addition to this incentive plan, as a member of the Executive Team, you will be eligible to participate in a performance based stock option program. Stock grant and vesting schedule have yet to be determined.
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Ameresco Inc. will assist with your relocation as follows:
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Movement of household goods not to exceed $10,000. Ameresco Inc. will pay the moving company of your choice via direct bill.
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$20,000 to assist with your move to Massachusetts. This can be paid as a one-time incentive payment minus applicable taxes or set up as an expense account where you would be reimbursed for expenses as you incur them.
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Your relocation to the MA area must be complete by August 31, 2020
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If the Company terminates your employment without Cause or you terminate your employment for Good Reason (each as defined in Exhibit A to this letter), the Company shall, for nine (9) months following such termination, (a) continue any medical, dental or vision benefits that you were enrolled in at the time of such termination at the same cost to you as if you were still employed, and (b) pay you, on a monthly basis, an amount equal to your base monthly salary in effect at the time of such termination; in each case subject to applicable withholding (collectively, “Severance Benefits”). The Company’s obligation to provide such Severance Benefits shall be contingent upon (x) the prior execution and non-revocation by you of a mutual release in a form reasonably acceptable to the Company and you within sixty (60) days following such termination, and (y) your continuing compliance with all obligations to the Company and its affiliates.
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Should your employment end for Cause (as defined in Exhibit A), you will not be eligible for the Severance Benefits.
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Regardless of the basis for your termination (whether without Cause, for Cause, or for Good Reason), you will be paid your regular compensation through the termination date, any unreimbursed business expenses, and all earned and vested benefits to which you may be entitled; in each case consistent with Company policies in effect at the time. Benefits will cease according to the plan terms consistent with Company policies in effect at the time.
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As a condition of your employment with Ameresco, Inc. you will be required to maintain a driver's license in good standing from your state of residence and be able to access project sites by automobile.
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Travel is required.
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You will be eligible to participate in the same Company benefit plans under the same terms as other members of the Executive Team, including but not limited to:
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(a)
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Any material reduction in your annual base salary as stated in this offer, or as the same may be increased from time to time;
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(b)
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Any requirement by the Company or any person in control of the Company that the location at which you perform your principal duties for the Company be changed to a new location outside a radius of fifty (50) miles from the borders of Framingham, Massachusetts; or
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(c)
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Any other material breach of this Agreement by the Company or its affiliates or their respective agents following thirty (30) days notice and opportunity to cure.
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