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EXHIBIT 10.1
ENERGY FOCUS, INC.
2008 STOCK INCENTIVE
PLAN
RESTRICTED STOCK NOTICE OF GRANT
AND AGREEMENT
Energy Focus,
Inc. (the “Company”) has granted to you the following
restricted shares of its Common Stock (“Restricted
Shares”) under its 2008 Stock Incentive Plan (the
“Plan”):
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Name of
Recipient:
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[name of
recipient]
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Total Number of
Shares Granted:
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[total number
of shares]
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Grant
Date:
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May 29,
2009
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Closing Price
of a Share of Common
Stock on the
Nasdaq Global Market on
Grant
Date:
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$[_._
_]
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Par Value of a
Share of Common
Stock:
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$0.0001
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By your
signature and the signature of the Company’s officer below,
you and the Company agree that the Restricted Shares are granted
under and governed by the terms and conditions of the Plan, the
above Notice, and the attached Agreement, all of which are made a
part of this document.
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RECIPIENT:
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ENERGY FOCUS,
INC.
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Recipient’s Signature
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Name:
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Title:
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ENERGY FOCUS, INC.
2008 STOCK INCENTIVE PLAN
RESTRICTED SHARES
AGREEMENT
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You shall
forfeit any and all rights in the Restricted Shares if you shall
cease to provide Service to the Company as an employee, director,
or consultant of the Company prior to the closing of the first
“trading window” after December 31, 2009 during which
you do not posses material inside information relating to the
Company, other than cessation of Service as result (i) of your
death or (ii) of your “Total and Permanent
Disability”, or (iii) within three (3) months after a
“Change in Control” of the Company. Should you cease to
provide Service to the Company as an employee, director, or
consultant as a result of your death or of your Total and Permanent
Disability, or within three (3) months after a Change in Control of
the Company, this restriction shall lapse and the Shares shall not
be forfeited. The terms “Service”, “Total and
Permanent Disability”, and “Change in Control”
shall have the definitions given to them in the Plan. The term
“trading window” shall mean “the first 20
calendar days after the second business day following public
disclosure of the Company’s quarterly or annual financial
results”, as discussed in the Section entitled “Trading
in Company’s Securities” in the Company’s
Personnel Policy effective September 6, 2007. Before this
restriction lapses by it terms, or by your earlier death or Total
and Permanent Disability, or by y
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