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ORION ENERGY SYSTEMS, INC.
2004 STOCK AND INCENTIVE AWARDS PLAN
STOCK OPTION AWARD
James R. Kackley
You have been granted an option
(your “Option”) to purchase shares of common stock
(“Shares”) of Orion Energy Systems, Inc. (the
“Company”) under the Orion Energy Systems, Inc. 2004
Stock and Incentive Awards Plan (the “Plan”) with the
following terms and conditions:
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Grant
Date:
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August 3,
2009
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Type of
Option:
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Nonqualified
Stock Option
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Number of
Option Shares:
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Thirty-Five
Thousand (35,000)
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Exercise Price
per Share:
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U.S. $[_.__]
[Closing share price on August 3, 2009]
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Vesting:
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Your Option
will vest and become exercisable upon any termination of your
employment other than a termination for Cause (as defined
below).
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Termination
Date:
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Your Option
expires at, and cannot be exercised after, the close of business at
the Company’s headquarters on the earliest to occur
of:
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|
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•
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The tenth
(10th) anniversary of the Grant Date;
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|
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•
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One year after
your termination of employment or service as a result of death or
disability (within the meaning of Code Section 22(e)(3));
or
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|
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•
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One year after
your termination of employment or service for any other reason,
provided that if you die during this one year period, the exercise
period will be extended until one year after the date of your
death.
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|
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If the date
this Option terminates as specified above falls on a day on which
the stock market is not open for trading or on a date that you are
prohibited by Company policy (such as an insider trading policy)
from exercising the Option, the termination date shall be
automatically extended to the first available trading day following
the original termination date, but not beyond the tenth (10
th ) anniversary of the Grant Date.
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|
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Notwithstanding
the above, your entire Option is terminated immediately if the
Company or an Affiliate terminates you for Cause, or if your
employment or service is otherwise terminated at a time when you
could be terminated for Cause.
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|
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For purposes of
this Agreement, “Cause” means any of the following: (i)
failure to perform or observe any of the terms or provisions of any
written employment agreement with the Company or an Affiliate, or
if no written employment agreement exists, the gross dereliction of
your employment duties; (ii) failure to comply fully with the
lawful directives of the Board of Directors of the Company; (iii)
dishonesty; (iv) misconduct; (v) conviction of a crime involving
moral turpitude; (vi) substance abuse; (vii) misappropriation of
funds: (viii) disloyalty or disparagement of the Company, and of
its Affiliates, or any of their management or employees; or (ix)
other proper cause determined in good faith by the
Committee.
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Manner of
Exercise:
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You may
exercise your Option only to the extent vested and only if it has
not terminated. To exercise your Option, you must complete the
“Notice of Stock Option Exercise”form provided by the
Company and return it to the address indicated on the form. The
form will be effective when it is received by the Company, but
exercise will not be completed until you pay the total exercise
price and all applicable withholding taxes due as a result of the
exercise to the Company.
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If someone else
wants to exercise your Option after your death, that person must
contact the Company and prove to the Company’s satisfaction
that he or she is entitled to do so.
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Your ability to
exercise your Option may be restricted by the Company if required
by applicable law.
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Restrictions on
Resale:
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By accepting
your Option, you agree not to sell any Shares acquired under your
Option at a time when applicable laws, Company policies or an
agreement between the Company and its underwriters prohibit a
sale.
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2
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Restrictions on
Transfer:
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During your
lifetime, this Option is only exercisable by you. You may not
t
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