EXHIBIT 10.10
ORION ENERGY SYSTEMS, LTD.
STOCK OPTION AGREEMENT
THIS
AGREEMENT (the “Agreement”), is entered into as of this
_________day of ___, 20___by ORION ENERGY SYSTEMS, LTD., a
Wisconsin corporation (the “Company”), with
_________(the “Participant”).
WHEREAS,
the Company has adopted the 2004 Equity Incentive Plan (the
“Plan”), which Plan, as it may hereafter be amended and
continued, is incorporated herein by reference and made part of
this Agreement.
WHEREAS,
the Committee, which is charged with the administration of the Plan
pursuant to Section 4 thereof, has determined that it would be
to the advantage and in the best interest of the Company to grant
the option provided for herein to the Participant as an inducement
to remain in the service of the Company or one of its subsidiaries,
and as an incentive for increased efforts during such
service.
NOW,
THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. The Company, with the
approval of the Committee, hereby grants to the Participant as of
the date hereof an option (the “Option”) to purchase
all or any part of _________(___) shares of Common Stock of the
Company, no par value, at a price per share of $___, which price is
not less than the fair market value of a share of Common Stock on
the date hereof. This Option shall expire at the close of business
on _________, 20___(the “Expiration Date”).
2. Vesting . The Option
shall vest and become exercisable by Participant according to the
following schedule, provided Participant is an employee of the
Company on the applicable vesting date:
| |
|
|
|
Number of Optioned Shares Vested |
|
Vesting Date |
|
___% of the Optioned
Shares
|
|
___anniversary of the date
hereof |
|
___% of the Optioned
Shares
|
|
___anniversary of the date
hereof |
|
___% of the Optioned
Shares
|
|
___anniversary of the date
hereof |
|
___% of the Optioned
Shares
|
|
___anniversary of the date
hereof |
|
___% of the Optioned
Shares
|
|
___anniversary of the date
hereof |
provided, however, that the foregoing is subject to the
following:
a. Except as provided hereinbelow,
the Option may not be exercised unless the Participant is then an
employee (including directors and officers who are employees),
director, consultant, advisor, agent or independent representative
of the Company or any subsidiary of the Company or any combination
thereof and unless the Participant has remained in the continuous
employ or service thereof from the date of grant.
b. This Option is designated as an
incentive stock option (“ISO”) pursuant to the Internal
Revenue Code of 1986, as amended (the “Code”) and the
regulations promulgated thereunder.
3. In the event that the
employment or service of the Participant shall be terminated prior
to the Expiration Date (otherwise than by reason of death or
disability), the Option may, subject to the provisions of the Plan,
be exercised (to the extent that the Participant was entitled to do
so at the termination of this employment or service) at any time
within three months after such termination, but not after the
Expiration Date; provided, however, that if such termination shall
have been for cause or voluntarily by the Participant and without
the consent of the Company or any subsidiary corporation thereof,
as the case may be (which consent shall be presumed in the case of
normal retirement), the Option and all rights of the Participant
hereunder, to the extent not theretofore exercised, shall forthwith
terminate immediately upon such termination. Nothing in this
Agreement shall confer upon the Participant any right to continue
in the employ or service of the Company or any subsidiary of the
Company or affect the right of the Company or any subsidiary to
terminate his employment or service at any time. For the purposes
of this Agreement, “cause” is defined to mean
termination of employment as a result of: (i) the failure of
the Participant to perform or observe any of the terms or
provisions of any written employment agreement between the
Participant and the Company, or, if no written employment agreement
exists, the gross dereliction of the Participant’s employment
duties; (ii) the failure of the Participant to comply fully
with the lawful directives of the Board of Directors of the
Company, or the officers or supervisory employees to whom the
Participant is reporting; (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 or its management or employees; or
(ix) other proper cause determined in good faith by the Board
of Directors of the Company.
4. If the Participant shall
(a) die while he or she is employed by or serving the Company
or a corporation which is a subsidiary thereof or within three
mon
