EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
This Agreement (“Agreement”) is between the Executive named above (“Executive”), on the one hand,
and Orion Energy Systems, Inc. (“Orion” and, together with its subsidiaries, the “Company”), on the other.
WHEREAS , the Executive is employed by Orion in a key employee capacity and the Executive’s
services are valuable to the conduct of the business of the Company; and
WHEREAS , Orion and Executive desire to specify the terms and conditions on which Executive will
continue employment now that the Company’s common stock has been sold to the public pursuant to an effective
registration statement filed under the Securities Act of 1933, as amended (the “IPO”), and under which Executive
will receive severance in the event that Executive separates from service with the Company;
NOW, THEREFORE , for good and valuable consideration, the parties agree as follows:
1. Effective Date; Term . This Agreement shall become effective on the date set forth above and
continue until the end of the initial term set forth above. Thereafter, the Agreement shall renew automatically for
successive renewal periods as set forth above unless and until either party provides written notice to the other
party of the intent not to renew the Agreement at least ninety (90) days prior to the end of any term.
Notwithstanding the foregoing, if a Change of Control occurs prior to the end of any term, the Agreement shall be
automatically extended for the post- Change of Control renewal period set forth above beginning on the date of
the Change of Control. Expiration of this Agreement will not affect the rights or obligations of the parties
hereunder arising out of, or relating to, circumstances occurring prior to the expiration of this Agreement, which
rights and obligations will survive the expiration of this Agreement.
2. Definitions . For purposes of this Agreement, the following terms shall have the me