Exhibit 10.7
STOCK OPTION AGREEMENT
ORION ENERGY SYSTEMS, LTD.
2003 STOCK OPTION PLAN
This AGREEMENT dated as of this
___day of ___, 2007, by and between Orion Energy Systems, Ltd., a
Wisconsin corporation (the “Company”), and ___(the
“Grantee”).
WHEREAS, the Company has adopted the
Orion Energy Systems, Ltd. 2003 Stock Option Plan (the
“Plan”) to permit nonqualified stock options to
purchase shares of the Company’s common stock
(“Stock”) to be granted to certain employees, officers
and directors of the Company and its subsidiaries, and to other
eligible participants, as determined by and through the Board of
Directors of the Company (the “Board”) in its
discretion; and
WHEREAS, the Company desires the
Grantee to remain motivated and dedicated to making valuable
contributions to the long-term success of the Company by providing
him with a means to acquire or to increase his proprietary interest
in the Company’s equity.
NOW, THEREFORE, in consideration of
the premises and of the covenants and agreements herein set forth,
the parties hereby mutually covenant and agree as follows:
1. Option Grant .
Subject to the terms and conditions of the Plan, a copy of which is
attached hereto and made a part hereof, and this Agreement, the
Company grants to the Grantee the option to purchase from the
Company all or any part of an aggregate number of ___shares of
Stock of the Company (such shares of Stock are referred to as the
“Optioned Shares”, and the option to purchase the
Optioned Shares is referred to as the “Option”). The
Option is not intended to qualify as an “incentive stock
option” within the meaning of Section 422 of the
Internal Revenue Code.
2. Exercise Price . The
exercise price to be paid by the Grantee for the Optioned Shares is
$ per share.
3. Vesting . Subject to
the conditions stated herein and in the Plan, the right to exercise
the Option shall vest in and become exercisable by the Grantee as
of the dates and as to the number of Optioned Shares as set forth
below.
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Date
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# of Optioned Shares Exercisable |
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Total # of Optioned Shares
Exercisable |
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4. Exercise .
(a) In the event that the Grantee
ceases to be employed by, or provide service to, the Company for
any reason other than a “disability”, death, or
termination for “cause” (as defined in the Plan), the
Option may be exercised, to the extent of the number of Optioned
Shares exercisable by the Grantee at the date of such termination,
in whole or in part, within 90 days after the date on which
the Grantee ceases to be employed by, or provide service to, the
Company, and not thereafter, but in no event shall the date
of
exercise be any
later than the date of expiration of the Option term. The portion
of the Option that is not vested in the Grantee, and therefore not
exercisable, as of the date on which the Grantee ceases to be
employed by, or provide service to, the Company shall terminate as
of such date.
(b) In the event the Grantee ceases
to be employed by, or provide service to, the Company on account of
a termination for “cause,” the Option shall forthwith
terminate as of the date the Grantee ceases to be employed by, or
provide service to, the Company. In addition, the Grantee shall
automatically forfeit all Optioned Shares underlying any exercised
portion of the Option for which the Company has not yet delivered
the share certificates, upon refund by the Company of the exercise
price paid by the Grantee for such
shares.
Upon any exercise of an Option, the Company may withhold delivery
of share certificates pending resolution of an inquiry that could
lead to a finding resulting in a forfeiture.
(c) In the event that the Grantee
ceases to be employed by, or provid
