EX-10.3




 Exhibit 10.3 

 

	
	Grantee: Michael W. Altschaefl
	Grant Date: Third business day after the Company’s
	public announcement of fiscal 2022 fourth
	quarter/annual financial results
	No. of Restricted Shares: 50,000 Shares


 ORION ENERGY SYSTEMS, INC. 

2016 OMNIBUS INCENTIVE PLAN 

RESTRICTED STOCK AWARD AGREEMENT 

THIS AGREEMENT, dated as of February 21, 2022, but effective as of the Grant Date specified above (the “Grant Date”) by and
between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”). 
 RECITALS

 WHEREAS, the Company maintains the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan (the “Plan”), and Grantee has been
selected by the Administrator to receive a Restricted Stock Award under the Plan; and 
 WHEREAS, as a condition to the receipt by Grantee
of this Restricted Stock Award, Grantee reaffirms and agrees to be bound by the confidentiality, inventions, non-solicitation and non-competition provisions set forth in
prior agreements between the Grantee and the Company, which are incorporated by reference herein, in consideration for receipt of the Restricted Stock Award pursuant hereto, continued employment, and other good and valuable consideration. 

AGREEMENT 
 NOW, THEREFORE, IT IS AGREED,
by and between the Company and Grantee, as follows: 
 1. Award of Restricted Stock 

1.1 Effective as of the Grant Date, the Company hereby grants to Grantee an award of the number of shares of restricted Stock of the Company
specified above (“Restricted Stock”), subject to, and in accordance with, the restrictions, terms and conditions set forth in the Plan and this Agreement. 

1.2 This Agreement (including any appendices or exhibits) shall be construed in accordance with, and subject to, the provisions of the Plan
(which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. 

1.3 This Restricted Stock Award is conditioned upon Grantee’s acceptance of the terms of this Agreement and any other agreement
incorporated herein, as evidenced by Grantee’s execution of this Agreement or by Grantee’s electronic acceptance of the Agreement in a manner and during the time period allowed by the Company. If the terms of this Agreement are not timely
accepted by execution or by such electronic means, this Restricted Stock Award may be cancelled by the Administrator. 
 2. Restrictions 

2.1 Subject to the terms of the Plan and this Agreement, the Restricted Stock shall fully vest immediately on the Grant Date. 

2.2 Subject to vesting in accordance with Section 2.1, the terms of the Plan and this Agreement, Grantee shall own the vested Restricted
Stock free and clear of all restrictions imposed by this Agreement. The Company shall transfer the vested Restricted Stock (less any applicable withholding pursuant to Section 5) to an unrestricted account in the name of the Grantee as soon as
practical after the Grant Date. 











 2.3 In the event, prior to vesting, (i) Grantee dies while actively employed by the
Company, or (ii) Grantee has his or her employment terminated by reason of disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)) (“Disability”), any Restricted
Stock shall become fully vested and nonforfeitable as of the date of Grantee’s death or Disability. The Company shall transfer the Restricted Stock, free and clear of any restrictions imposed by this Agreement to Grantee (or, in the event of
death, his or her surviving spouse or, if none, to his or her estate) as soon as practical after his or her date of death or termination for Disability. 

2.4 In exchange for receipt of consideration in the form of this Restricted Stock Award, continued employment, and other good and valuable
consideration, Grantee reaffirms and agrees to be bound by the confidentiality, inventions, non-solicitation and non-competition provisions set forth in prior agreements
between the Grantee and the Company. 
 2.5 Except for death or Disability as provided in Section 2.3, or except as otherwise provided
in a severance agreement with Grantee, if Grantee terminates his or her employment or if the Company terminates Grantee’s employment prior to vesting, the Restricted Stock shall cease to vest further, all of the unvested Restricted Stock shall
be immediately forfeited and cancelled, and Grantee shall only be entitled to the Restricted Stock that has vested as of his or her date of termination. 

2.6 Notwithstanding the other provisions of this Agreement, in the event of a Change of Control prior to vesting, all otherwise unvested
Restricted Stock shall become fully vested and nonforfeitable as of the date of the Change of Control. The Company shall transfer the Restricted Stock that vests pursuant to this Section 2.6 to Grantee as soon as practical after the date of the
Change of Control in accordance with Section 2.2. 
 2.7 The Restricted Stock may not be sold, assigned, transferred, pledged, or
otherwise encumbered prior to the date Grantee becomes vested in the Restricted Stock, and any such attempted sale, assignment, transfer, pledge or other encumbrance shall be null and void. In addition, Grantee shall not sell any shares acquired
under this Agreement except as permitted by the terms of the Plan and at a time when applicable laws, Company policies and any agreement between the Company and its underwriters do not prohibit a sale. 

3. Stock; Dividends; Voting 
 3.1 The
Restricted Stock shall be registered in the name of Grantee as of the respective Grant Date for such shares of Restricted Stock. The Company may evidence the registration of the Restricted Stock in such manner as the Administrator may deem
appropriate, including by issuing stock certificates or using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until
such time as the Restricted Stock is vested in accordance with Section 2. The Company reserves the right to place a legend on such stock certificate(s), or an appropriate stop-transfer order in the case of book-entry registration, restricting
the transferability of the Restricted Stock and referring to the terms and conditions (including forfeiture) of this Agreement and the Plan. 

3.2 During the period the Restricted Stock is not vested, the Grantee shall not be entitled to receive any dividends or similar distributions
declared on such unvested Restricted Stock and Grantee shall not be entitled to vote any such unvested Restricted Stock. 
 3.3 In the event
of a stock split, stock dividend or other change in capitalization or another corporate event described in Section 18 of the Plan, the number and type of shares subject to this Agreement shall be adjusted by the Administrator to the extent
provided in Section 18 of the Plan. 

  
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 4. No Right to Continued Employment or Additional Grants 

Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon Grantee any right with respect to continuance of
employment by the Company or a Subsidiary, nor shall this Agreement or the Plan interfere in any way with the right of the Company or a Subsidiary to terminate Grantee’s employment at any time or for any reason. The Plan may be terminated at
any time, and, even if the Plan is not terminated, Grantee shall not be entitled to any additional awards under the Plan. 
 5. Taxes and Withholding

 Grantee shall be responsible for all federal, state, local and foreign taxes payable with respect to this Restricted Stock and
dividends or other distributions paid on such Restricted Stock. Grantee shall have the right to make such elections under the Code as are available in connection with this Restricted Stock Award. Grantee shall rely solely on the determinations of
Grantee’s own tax advisors or his or her own determinations and not on any statements or representations by the Company or any of its agents with regard to all such tax matters. Grantee acknowledges that it is his or her sole responsibility,
and not the Company’s, to make any filings required to make any such elections under the Code, even if Grantee requests that the Company or its representatives make the filings on his or her behalf. Grantee agrees to report the value of the
Restricted Stock in a manner consistent with the Company’s reporting for income tax purposes. The Company shall have the right to retain and withhold from any payment of Restricted Stock or cash the amount of taxes required by any government to
be withheld or otherwise deducted and paid with respect to such payment. At its discretion, the Company may require Grantee to reimburse the Company for any such taxes required to be withheld and may withhold any distribution in whole or in part
until the Company is so reimbursed. In lieu thereof, the Company shall have the right to withhold from any other cash amounts due to Grantee an amount equal to such taxes required to be withheld or withhold and cancel (in whole or in part) a number
of shares of Restricted Stock having a market value not less than the amount of such taxes, subject to the provisions on withholding in the Plan. 
 6.
Grantee Bound by the Plan 
 Grantee hereby acknowledges receipt of a copy of the Plan and the prospectus for the Plan, and agrees to be
bound by all the terms and provisions thereof. 
 7. Modification of Agreement 

This Agreement may be modified, amended, suspended, or terminated, and any terms or conditions may be waived, but only by mutual agreement of
the parties in writing except as otherwise provided in Section 16 of the Plan. 
 8. Severability 

Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the
remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms. 
 9.
Governing Law 
 The validity, interpretation, construction, and performance of this Agreement and agreements incorporated by reference
herein shall be governed by the laws of the State of Wisconsin without giving effect to the conflicts of laws principles thereof. 

  
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 10. Successors in Interest 

This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns, whether by merger,
consolidation, reorganization, sale of assets, or otherwise. This Agreement shall inure to the benefit of Grantee’s legal representatives. All obligations imposed upon Grantee and all rights granted to the Company under this Agreement shall be
final, binding, and conclusive upon Grantee’s heirs, executors, administrators, legal representatives, guardians and successors. 
 11. Resolution
of Disputes 
 Any dispute or disagreement which may arise under, or as a result of, or in any way relate to the interpretation,
construction, or application of this Agreement shall be determined by the Administrator in its absolute discretion. Any determination made hereunder shall be final, binding, and conclusive on Grantee and the Company for all purposes. 

12. Pronouns; Including 
 Wherever
appropriate in this Agreement, personal pronouns shall be deemed to include the other genders and the singular to include the plural. Wherever used in this Agreement, the term “including” means “including, without limitation.”

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 IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Grant
Date first above written. 
  

							
	ORION ENERGY SYSTEMS, INC.	 		 	
				
	By:	 	/s/ J. Per Brodin	 		 	/s/ Michael W. Altschaefl
		 	J. Per Brodin, Chief Financial Officer	 		 	Grantee: Michael W. Altschaefl