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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-33887
 Orion Energy Systems, Inc.
 (Exact name of Registrant as specified in its charter)
 Wisconsin(State or other jurisdiction of 
incorporation or organization)
    
    39-1847269(I.R.S. Employer
Identification No.)2210 Woodland Drive, Manitowoc, WI(Address of principal executive offices)
    
    54220(Zip Code)
 (920) 892-9340  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon stock, no par value
    
    NYSE AMEX LLCCommon stock purchase rights
    
    NYSE AMEX LLC
 Securities registered pursuant to Section 12(g) of the act:
None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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EXPLANATORY NOTE
  FORWARD-LOOKING STATEMENTS
  
    
    further deterioration of market conditions, including customer capital expenditure
budgets;
    
    our ability to compete in a highly competitive market and our ability to respond
successfully to market competition;
    
    increasing duration of customer sales cycles;
    
    the market acceptance of our products and services, including our Orion Throughput
Agreements, or OTAs, and/or Orion Virtual Power Plant Agreements, or OVPPs;
    
    our sales mix as between the relative level of our cash sales and our finance
transactions through OTAs and OVPPs;
    
    our ability to internally and/or externally finance a potentially greater volume of
OTAs and OVPPs;
    
    price fluctuations, shortages or interruptions of component supplies and raw materials
used to manufacture our products;
    
    loss of one or more key customers or suppliers, including key contacts at such
customers;
    
    a reduction in the price of electricity;
    
    the cost to comply with, and the effects of, any current and future government
regulations, laws and policies;
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
    
    increased competition from government subsidies and utility incentive programs;
    
    dependence on customers capital budgets for sales of products and services;
    
    our development of, and participation in, new product and technology offerings or
applications;
    
    legal proceedings; and
    
    potential warranty claims.
   3




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##### 



Table of Contents
 PagePART IIIItem 10 Directors, Executive Officers and Corporate Governance
    
    
    5Item 11 Executive Compensation
    
    
    8Item 12 Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters
    
    
    32Item 13 Certain Relationships and Related Transactions, and Director Independence
    
    
    34Item 14 Principal Accountant Fees and Services
    
    
    36PART IVItem 15 Exhibits and Financial Statement Schedules
    
    
    36Signatures
    
    
    39EX-10.7EX-31.1EX-31.2EX-32.1
  4




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  Class I Directors  Terms Expiring 2011
 Thomas A. Quadracci
 Michael J. Potts
 Elizabeth Gamsky Rich
 Class II Directors  Terms Expiring 2012
 Roland G. Stephenson
 Mark C. Williamson
 5




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Michael W. Altschaefl
 Class III Directors  Terms Expiring 2010
 Neal R. Verfuerth
 James R. Kackley
 Thomas N. Schueller
 Executive Officers
  6




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Name
    
    Age
    
    PositionNeal R. Verfuerth
    
    
    51
    
    
    Chairman and Chief Executive OfficerMichael J. Potts
    
    
    46
    
    
    President and Chief Operating OfficerStuart L. Ralsky
    
    
    61
    
    
    Senior Vice President of Human ResourcesScott R. Jensen
    
    
    43
    
    
    Chief Financial Officer and TreasurerDaniel J. Waibel
    
    
    50
    
    
    President, Orion Asset Management DivisionJohn H. Scribante
    
    
    45
    
    
    President, Orion Engineered Systems
  Stuart L. Ralsky
 Scott R. Jensen
 Daniel J. Waibel
 John H. Scribante
 Section 16(a) Beneficial Ownership Reporting Compliance
   7




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##### Table of Contents



Code of Conduct
 www.oriones.com
 Shareholder Nominations
  Audit and Finance Committee
 www.oriones.com
  
 ITEM 11.EXECUTIVE COMPENSATION
 Executive Compensation
 Compensation Discussion and Analysis
  8




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Overview of Our Executive Compensation Philosophy and Design
  
    
    to motivate our executive officers to achieve strong financial performance,
particularly increased revenue, profitability and shareholder value;
    
    to attract and retain executive officers who we believe have the experience,
temperament, talents and convictions to contribute significantly to our future success;
and
    
    to align the interests of our executive officers with the interests of our shareholders.
   
    
    Pay no annual bonuses for fiscal 2009;
    
    Freeze base salaries for fiscal 2010 at their respective fiscal 2009 levels (except for new
hires and special exceptions as described below);
    
    Freeze potential target bonus awards for fiscal 2010 at their respective fiscal 2009 levels;
    
    Set corporate financial performance targets for the achievement of up to 80% of each NEOs
fiscal 2010 target bonus award based on our achieving our stretch revenue and operating
income budget goals for fiscal 2010; and
    
    Maintain the annual grant of time-vested non-qualified stock options to our NEOs as the
sole element of our long-term, incentive compensation program for our NEOs for fiscal
2010, and substantially reduce the relative size of (and in some cases, eliminate) our
NEOs individual annual stock option grants for fiscal 2010 from the level of stock option
grants made to each such NEO in fiscal 2009.
  
    
    Pay no annual bonuses for fiscal 2010;
    
    Continue to freeze base salaries for fiscal 2011 at their respective fiscal 2010 levels (in most
cases at fiscal 2009 levels), except for new hires and certain limited exceptions;
 9




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
    
    Implement a new annual cash bonus program with threshold corporate financial performance criteria
requiring at least a 20% year over year increase in our revenue and a minimum of a $4 million
operating profit; and
    
    Grant long-term equity incentive awards to our NEOs at substantially lower levels than past practice.
  Setting Executive Compensation
    10




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Changes to NEOs Compensation Arrangements in Fiscal 2010
   11




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Elements of Executive Compensation
  
    
    Base salary;
    
    Annual incentive cash bonus opportunities;
    
    Long-term incentive compensation opportunities typically in
the form of an annual time-vested non-qualified stock
option grant; and
    
    Retirement and other benefits.
 Base Salary
  12




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##### Table of Contents



Name and Position
    
    Base Salary ($)Neal R. Verfuerth
Chief Executive Officer
    
    $460,000James R. Kackley
President and Chief Operating Officer(1)
    
    300,000Michael J. Potts
President and Chief Operating Officer(1)
    
    225,000John H. Scribante
President of Orion Engineered Systems
    
    225,000Scott R. Jensen
Chief Financial Officer
    
    200,000
 
 (1)
    
    Mr. Kackley became our president and chief operating officer on July 22, 2009; accordingly,
he received a pro rated portion of the amount shown for fiscal 2010. Mr. Kackley retired as
president and chief operating officer effective May 14, 2010, and Mr. Potts, formerly our
executive vice president, was promoted to president and chief operating officer on July 21,
2010.  Annual Cash Bonus Incentive Compensation
  Fiscal 2010 Annual Cash Incentive Program
   
    
    At the beginning of fiscal 2010, based on our companys then budgeted financial performance
for that fiscal year, our compensation committee set corporate financial performance targets
for the achievement of up to 80% of each NEOs fiscal 2010 target bonus award based on our
achieving our stretch revenue and operating income budget goals for fiscal 2010.
 
    
    For each financial target, our compensation committee also established a threshold minimum
level of financial performance and a maximum level of financial performance relative to each
target.
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
    
    If our actual financial performance equaled each targeted financial metric, then the
portion of our annual cash incentive bonus payouts based on achieving that financial target
would have been equal to 100% of the targeted bonus amount.
 
    
    If we did not achieve the specified minimum threshold level of financial performance for
each targeted financial metric, then no incentive bonus payout based on that financial
performance metric would have been paid.
 
    
    If we equaled the specified minimum threshold level of financial performance for each
targeted financial performance metric, then we would have paid out 75% of the targeted amount
of the incentive bonus based on that financial performance metric.
 
    
    If we equaled or exceeded the specified maximum level of financial performance for each
targeted financial metric, then we would have paid out 125% of the targeted amount of the
incentive bonus based on that financial performance metric.
 
    
    Financial performance between the threshold and target levels and between the target and
maximum levels for each financial performance metric would have resulted in a prorated portion
of the financial-based bonus being paid.
   Fiscal 2011 Bonus Program
   14




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TargetFiscal 2011 BonusName and Position
    
    AmountNeal R. Verfuerth
Chief Executive Officer
    
    $88,627Michael J. Potts
President and Chief Operating Officer
    
    18,916John H. Scribante
President of Orion Engineered Systems
    
    43,350Scott R. Jensen
Chief Financial Officer
    
    16,814
  Long-Term Equity Incentive Compensation
   15




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Fiscal 2010 Annual Option GrantName and Position
    
    Fair Value ($)/Shares (#)Neal R. Verfuerth
Chief Executive Officer
    
    $150,000/35,276Michael J. Potts
President and Chief Operating Officer
    
    $50,000/11,759John H. Scribante
President of Orion Engineered Systems
    
    $50,000/11,759Scott R. Jensen
Chief Financial Officer
    
    $50,000/11,759
   16




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Fiscal 2011 Option GrantName and Position
    
    Fair Value ($)/Shares (#)Neal R. Verfuerth
Chief Executive Officer
    
    $77,307/34,207Michael J. Potts
President and Chief Operating Officer
    
    $26,261/11,620John H. Scribante
President of Orion Engineered Systems
    
    $37,813/16,731Scott R. Jensen
Chief Financial Officer
    
    $23,343/10,329
  Retirement and Other Benefits
 Welfare and Retirement Benefits. i.e.
 Perquisites and Other Personal Benefits.
 Severance and Change of Control Arrangements
  17




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Other Policies
 Policies On Timing of Option Grants.
   Executive Officer Stock Ownership Guidelines.
  18




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NumberPosition
    
    Of SharesChief Executive Officer
    
    112,154Chief Operating Officer
    
    38,077Executive Vice President
    
    38,077Chief Financial Officer
    
    38,077Senior Vice President
    
    11,539Vice President
    
    11,539
  Tax Considerations.
   Compensation Committee Report
  19




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Summary Compensation Table for Fiscal 2010
  Non-EquityOption
    
    
    Incentive Plan
    
    
    All OtherFiscal
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)
    
    
    ($)
    
    
    ($)Neal R. Verfuerth
    
    
    2010
    
    
    
    460,000
    
    
    
    
    
    
    
    75,991
    
    
    
    
    
    
    
    59,943
    (3)
    
    
    595,934Chief Executive
    
    
    2009
    
    
    
    460,000
    
    
    
    
    
    
    
    340,041
    
    
    
    
    
    
    
    101,028
    
    
    
    901,069
    (4)Officer(2)
    
    
    2008
    
    
    
    290,700
    
    
    
    500,000
    
    
    
    488,095
    
    
    
    292,000
    
    
    
    186,867
    (5)
    
    
    1,757,662Scott R. Jensen
    
    
    2010
    
    
    
    173,750
    
    
    
    
    
    
    
    336,464
    
    
    
    
    
    
    
    144
    (6)
    
    
    510,358Chief Financial Officer
    
    
    2009
    
    
    
    150,417
    
    
    
    
    
    
    
    51,522
    
    
    
    
    
    
    
    144
    
    
    
    202,083John H. Scribante
    
    
    2010
    
    
    
    225,000
    
    
    
    
    
    
    
    482,831
    
    
    
    
    
    
    
    
    
    
    
    707,831President of Orion
    
    
    2009
    
    
    
    225,000
    
    
    
    
    
    
    
    66,977
    
    
    
    
    
    
    
    
    
    
    
    291,977Engineered Systems
    
    
    2008
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    2,802
    
    
    
    212,802James R. Kackley
    
    
    2010
    
    
    
    208,333
    
    
    
    
    
    
    
    50,304
    
    
    
    
    
    
    
    12,192
    (7)
    
    
    270,829President and Chief
Operating Officer(2)Michael J. Potts
    
    
    2010
    
    
    
    225,000
    
    
    
    
    
    
    
    25,331
    
    
    
    
    
    
    
    16,194
    (8)
    
    
    266,525President and Chief
Operating Officer(2)
 
 (1)
    
    Represents the grant date fair value calculated pursuant to ASC
Topic 718 for the indicated fiscal year. Additional information
about the assumptions that we used when valuing equity awards is
set forth in our Annual Report on Form 10-K in the Notes to
Consolidated Financial Statements for our fiscal year ended March
31, 2010. For the grant to Mr. Scribante of an option to
purchase 250,000 shares in fiscal 2010, which was subject to
performance conditions, the grant date fair value is based on the
probable outcome of the performance conditions, consistent with
the estimate of aggregate compensation cost to be recognized over
the service period determined as of the grant date under ASC
Topic 718, excluding the effect of estimated forfeitures. The
grant date fair value reflected in this column for this option
award to Mr. Scribante is $457,500. The grant date fair value of
the award assuming that the highest level of performance
conditions will be achieved would have been $1,616,173.(2)
    
    Mr. Verfuerth was our president as well as our chief executive
officer until July 22, 2009, when his duties as president were
assumed by Mr. Kackley, who became our president and chief
operating officer on that date. Mr. Kackley retired as our
president and chief operating officer effective May 14, 2010, and
Mr. Potts, formerly our 20




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executive vice president, was promoted to
president and chief operating officer on July 21, 2010.(3)
    
    Includes (i) an automobile allowance of $12,000; (ii) $27,462 in
life insurance premiums; and (iii) personal use of leased
corporate aircraft with an aggregate incremental cost of $20,480.(4)
    
    Does not include $950,000 we paid to Mr. Verfuerth in fiscal 2009
in exchange for his intellectual property rights (See Related
Person Transactions). This amount is excluded because the
transaction was a purchase of property rights at fair value and
not a compensatory transaction.(5)
    
    Includes (i) $23,832 in guarantee fees we paid to Mr. Verfuerth in exchange
for his personal guarantee of certain of our outstanding indebtedness; (ii)
$36,667 in forgiveness of outstanding indebtedness pursuant to Mr. Verfuerths
prior employment agreement; (iii) $112,500 in intellectual property fees we
paid to Mr. Verfuerth pursuant to his prior employment agreement; (iv) an
automobile allowance of $12,000; and (v) $1,760 in life insurance premiums.(6)
    
    401(k) matching contribution.(7)
    
    Includes an automobile allowance and personal use of leased corporate aircraft.(8)
    
    Includes an automobile allowance and life insurance premiums. Grants of Plan-Based Awards for Fiscal 2010
  Estimated Future Payouts Under
    
    
    Estimated Future Payouts Under
    
    
    All Other OptionNon-Equity Incentive Plan Awards(1)
    
    
    Equity Incentive Plan Awards
    
    
    Awards: Number of
    
    
    Exercise
    
    
    Grant DateSecurities
    
    
    Price of
    
    
    FairDate of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Underlying
    
    
    Option
    
    
    Value ofCommittee
    
    
    Threshold
    
    
    Target
    
    
    Max
    
    
    Threshold
    
    
    Target
    
    
    Max
    
    
    Options
    
    
    Awards
    
    
    OptionName
    
    Grant Date
    
    
    Action
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    (#)(2)
    
    
    ($/Sh) (3)
    
    
    Awards ($)(4)Neal R. Verfuerth
    
    
    
    
    
    
    
    
    
    
    368,000
    
    
    
    460,000
    
    
    
    552,0005/19/09
    
    
    
    4/29/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,276
    
    
    
    3.78
    
    
    
    75,991Scott R. Jensen
    
    
    
    
    
    
    
    
    
    
    46,200
    
    
    
    57,750
    
    
    
    69,3005/19/09
    
    
    
    4/29/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,759
    
    
    
    3.78
    
    
    
    25,3312/05/10
    
    
    
    12/23/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    5.44
    
    
    
    311,133John H. Scribante
    
    
    
    
    
    
    
    
    
    
    64,000
    
    
    
    80,000
    
    
    
    96,0005/19/09
    
    
    
    4/29/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,759
    
    
    
    3.78
    
    
    
    25,3319/01/09
    
    
    
    8/26/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    250,000
    
    
    
    250,000
    
    
    
    
    
    
    
    3.01
    
    
    
    457,500James R. Kackley
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    225,000
    
    
    
    300,0008/03/09
    
    
    
    7/15/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    3.49
    
    
    
    50,304Michael J. Potts
    
    
    
    
    
    
    
    
    
    
    64,000
    
    
    
    80,000
    
    
    
    96,0005/19/09
    
    
    
    4/29/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,759
    
    
    
    3.78
    
    
    
    25,331
 
 (1)
    
    Amounts in the three columns below represent possible payments for the cash bonus incentive
compensation awards that we granted with respect to the performance period of fiscal 2010. No cash
bonuses were paid for fiscal 2010. See Elements of Compensation  Annual Cash Bonus Incentive
Compensation above for a discussion.(2)
    
    We granted the stock options listed in this column under our 2004 Stock and Incentive Awards Plan
in fiscal 2010. 21




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(3)
    
    The exercise price per share is equal to closing market price of a share of our Common Stock on the
grant date.(4)
    
    Represents the grant date fair value of the stock options computed in accordance with ASC Topic 718. 22




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Outstanding Equity Awards at Fiscal 2010 Year End
  Option AwardsNumber of
    
    
    Number ofShares
    
    
    SharesUnderlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    OptionOptions (#)
    
    
    Options (#)
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    Price ($)
    
    
    DateNeal R. Verfuerth
    
    
    
    
    
    
    35,276
    (1)
    
    
    3.78
    
    
    
    05/19/201921,782
    
    
    
    87,129
    (2)
    
    
    5.35
    
    
    
    08/08/2018104,546
    
    
    
    100,000
    (3)
    
    
    2.20
    
    
    
    12/20/2016180,958
    
    
    
    
    
    
    
    4.49
    
    
    
    07/27/2011Scott R. Jensen
    
    
    
    
    
    
    100,000
    (4)
    
    
    5.44
    
    
    
    02/05/2020
    
    
    
    11,759
    (5)
    
    
    3.78
    
    
    
    05/19/20193,300
    
    
    
    13,202
    (6)
    
    
    5.35
    
    
    
    08/08/201815,000
    
    
    
    10,000
    (7)
    
    
    2.20
    
    
    
    03/01/20178,000
    
    
    
    
    
    
    
    2.25
    
    
    
    08/30/2014John H. Scribante
    
    
    100,000
    
    
    
    150,000
    (8)
    
    
    3.01
    
    
    
    09/01/2019
    
    
    
    11,759
    (9)
    
    
    3.78
    
    
    
    05/19/20194,290
    
    
    
    17,162
    (10)
    
    
    5.35
    
    
    
    08/08/201820,000
    
    
    
    20,000
    (11)
    
    
    2.50
    
    
    
    06/02/201625,000
    
    
    
    
    
    
    
    2.25
    
    
    
    07/31/2014James R. Kackley
    
    
    
    
    
    
    35,000
    (12)
    
    
    3.49
    
    
    
    08/03/2019
    
    
    
    10,583
    (13)
    
    
    3.78
    
    
    
    05/19/20194,950
    
    
    
    9,901
    (14)
    
    
    11.61
    
    
    
    05/19/201810,000
    
    
    
    
    
    
    
    4.49
    
    
    
    07/27/201720,000
    
    
    
    
    
    
    
    0.75
    
    
    
    06/29/2015Michael J. Potts
    
    
    
    
    
    
    11,759
    (15)
    
    
    3.78
    
    
    
    05/19/20194,290
    
    
    
    17,162
    (16)
    
    
    5.35
    
    
    
    08/08/201845,000
    
    
    
    30,000
    (17)
    
    
    2.20
    
    
    
    12/20/2016
 
 (1)
    
    The option will vest with respect to 7,055 shares on May
19 of each of 2010, 2011, 2012 and 2013 and with respect
to 7,056 shares on May 19, 2014, contingent on Mr.
Verfuerths continued employment through the applicable
vesting date.(2)
    
    The option will vest with respect to 21,782 shares on
August 8 of each of 2010, 2011 and 2012 and with respect
to 21,783 shares on August 8, 2013, contingent on Mr.
Verfuerths continued employment through the applicable
vesting date.(3)
    
    The option will vest with respect to 50,000 shares on
December 20 of each of 2010 and 2011, contingent on Mr.
Verfuerths continued employment through the applicable
vesting date.(4)
    
    The option will vest with respect to 20,000 shares on
February 5 of each of 2011, 2012, 2013, 2014 and 2015,
contingent on Mr. Jensens continued employment through the applicable vesting date.(5)
    
    The option will vest with respect to 2,351 shares on May
19, 2010 and with respect to 2,352 shares on May 19 of
each of 2011, 2012, 2013 and 2014, contingent on Mr.
Jensens continued employment through the applicable
vesting date.(6)
    
    The option will vest with respect to 3,300 shares on
August 8, 2010, and with respect to 3,301 shares on
August 23




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##### Table of Contents



8 of each of 2011, 2012 and 2013, contingent on
Mr. Jensens continued employment through the applicable
vesting date.(7)
    
    The option will vest with respect to 5,000 shares on
March 1 of 2011 and 2012, contingent on Mr. Jensens
continued employment through the applicable vesting
date.(8)
    
    The option will vest in 50,000 share increments when our
Common Stocks average closing price over five
consecutive trading days equals or exceeds $6.00, $7.00
and $8.00 per share, respectively, contingent on Mr.
Scribantes continued employment through the applicable
vesting date.(9)
    
    The option will vest with respect to 2,351 shares on May
19, 2010 and with respect to 2,352 shares on May 19 of
each of 2011, 2012, 2013 and 2014, contingent on Mr.
Scribantes continued employment through the applicable
vesting date.(10)
    
    The option will vest with respect to 4,290 shares on
August 8 of each of 2010 and 2011, and with respect to
4,291 shares on August 8 of each of 2012 and 2013,
contingent on Mr. Scribantes continued employment
through the applicable vesting date.(11)
    
    The option will vest on March 31, 2011, contingent on
Mr. Scribantes continued employment through the vesting
date.(12)
    
    The option will become exercisable upon any termination
of employment other than a termination for cause. The
option became exercisable upon Mr. Kackleys retirement
as of May 14, 2010.(13)
    
    The option will vest with respect to 3,527 shares on May
19, 2010 and with respect to 3,528 shares on May 19,
2011 and 2012, contingent on Mr. Kackleys continued
service as a director through the applicable vesting
date.(14)
    
    The option will become exercisable with respect to 4,950
shares on May 19, 2010 and with respect to 4,951 shares
on May 19, 2011, contingent on Mr. Kackleys continued
service as a director through the applicable vesting
date.(15)
    
    The option will vest with respect to 2,351 shares on May
19, 2010 and with respect to 2,352 shares on May 19 of
each of 2011, 2012, 2013 and 2014, contingent on Mr.
Potts continued employment through the applicable
vesting date.(16)
    
    The option will vest with respect to 4,290 shares on
August 8 of each of 2010 and 2011, and with respect to
4,291 shares on August 8 of each of 2012 and 2013,
contingent on Mr. Potts continued employment through
the applicable vesting date.(17)
    
    The option will vest with respect to 15,000 shares on
December 20 of each of 2010 and 2011, contingent on Mr.
Potts continued employment through the applicable
vesting date. 24




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##### Table of Contents



Option Exercises for Fiscal 2010
  Option AwardsNumber of SharesAcquired on
    
    
    Value RealizedExercise
    
    
    on ExerciseName
    
    (#)
    
    
    ($)(1)Neal R. Verfuerth
    
    
    
    
    
    
    Scott R. Jensen
    
    
    
    
    
    
    John H. Scribante
    
    
    78,000
    
    
    
    98,869James R. Kackley
    
    
    48,000
    
    
    
    74,600Michael J. Potts
    
    
    
    
    
    
    
 
 (1)
    
    Represents the difference, if any, between the market price of a
share of our Common Stock on the date of exercise of the shares
purchased and the aggregate exercise price per share paid by the
executive. Payments Upon Termination or Change of Control
 Employment Agreements
  Cause
 Good reason
 25




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##### Table of Contents



Employment
    
    Renewal
    
    Noncompete andExecutive
    
    Severance
    
    Term
    
    Term
    
    ConfidentialityNeal R. Verfuerth
    
    2 × Salary + Avg. Bonus
    
    2 Years
    
    2 Years
    
    YesScott R. Jensen
    
    1/2 × Salary + Avg. Bonus
    
    1 Year
    
    1 Year
    
    YesJohn H. Scribante
    
    1/2 × Salary + Avg. Bonus
    
    1 Year
    
    1 Year
    
    YesMichael J. Potts
    
    1 × Salary + Avg. Bonus
    
    1 Year
    
    1 Year
    
    Yes
     26




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##### Table of Contents



Post Changeof ControlEmployment
    
    
    
    
    
    Excise TaxExecutive
    
    Severance
    
    Term
    
    Trigger
    
    Gross-Up
    
    ValleyNeal R. Verfuerth
    
    3 × Salary + Avg. Bonus
    
    3 Years
    
    Double
    
    No
    
    YesScott R. Jensen
    
    1 × Salary + Avg. Bonus
    
    1 Year
    
    Double
    
    No
    
    YesJohn H. Scribante
    
    1 × Salary + Avg. Bonus
    
    1 Year
    
    Double
    
    No
    
    YesMichael J. Potts
    
    2 × Salary + Avg. Bonus
    
    2 Years
    
    Double
    
    No
    
    Yes
    Equity Plans
  
    
    With certain exceptions, any person (as such term is used
in sections 13(d) and l4(d) of the Exchange Act), becomes a
beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities
representing more than 50% of the voting power of our then
outstanding securities.
 27




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##### Table of Contents




    
    Our shareholders approve (or, if shareholder approval is
not required, our board approves) an agreement providing
for (i) our merger or consolidation with another entity
where our shareholders immediately prior to the merger or
consolidation will not beneficially own, immediately after
the merger or consolidation, securities of the surviving
entity representing more than 50% of the voting power of
the then outstanding securities of the surviving entity,
(ii) the sale or other disposition of all or substantially
all of our assets, or (iii) our liquidation or
dissolution.
    
    Any person has commenced a tender offer or exchange offer
for 30% or more of the voting power of our then
outstanding shares.
    
    Directors are elected such that a majority of the members
of our board shall have been members of our board for less
than two years, unless the election or nomination for
election of each new director who was not a director at
the beginning of such two-year period was approved by a
vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period.
  Payments Upon Termination
  Before Change in
    
    
    After Change inControl Without
    
    
    Control WithoutCause or for Good
    
    
    Cause or forName
    
    Benefit

    
    Reason ($)
    
    
    Good Reason ($)Neal R. Verfuerth
    
    Severance
    
    
    1,114,666
    
    
    
    1,671,999Pro Rata Target Bonus
    
    
    460,000
    
    
    
    460,000Benefits
    
    
    13,663
    
    
    
    13,663Acceleration ofOptions
    
    
    
    
    
    
    309,509Excise Tax Cut-Back
    
    
    
    
    
    
    Total
    
    
    1,588,329
    
    
    
    2,455,171Scott R. Jensen
    
    Severance
    
    
    104,167
    
    
    
    208,333Pro Rata Target Bonus
    
    
    57,750
    
    
    
    57,750Benefits
    
    
    20,762
    
    
    
    20,762Acceleration ofOptions
    
    
    
    
    
    
    40,169Excise Tax Cut-Back
    
    
    
    
    
    
    Total
    
    
    182,679
    
    
    
    327,014John H. Scribante
    
    Severance
    
    
    130,834
    
    
    
    261,667Pro Rata Target Bonus
    
    
    80,000
    
    
    
    80,000Benefits
    
    
    
    
    
    
    Acceleration ofOptions
    
    
    
    
    
    
    344,669Excise Tax Cut-Back
    
    
    
    
    
    
    Total
    
    
    210,834
    
    
    
    686,336
 28




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##### Table of Contents



Before Change in
    
    
    After Change inControl Without
    
    
    Control WithoutCause or for Good
    
    
    Cause or forName
    
    Benefit

    
    Reason ($)
    
    
    Good Reason ($)
 Michael J. Potts
    
    Severance
    
    
    248,333
    
    
    
    496,666Pro Rata Target Bonus
    
    
    80,000
    
    
    
    80,000Benefits
    
    
    20,762
    
    
    
    20,762Acceleration ofOptions
    
    
    
    
    
    
    94,169Excise Tax Cut-Back
    
    
    
    
    
    
    Total
    
    
    349,095
    
    
    
    691,597Total
    
    
    
    
    
    
    2,330,937
    
    
    
    4,160,118
 Payments Upon Change of Control (No Termination)
  Weighted AverageNumber of Option
    
    
    ExerciseShares Cashed Out
    
    
    Price per OptionName
    
    (#)
    
    
    Share ($)
    
    
    Value Realized ($)Neal R. Verfuerth
    
    
    529,691
    
    
    $
    3.74
    
    
    $
    616,966Scott R. Jensen
    
    
    161,261
    
    
    
    4.65
    
    
    
    40,444Michael J. Potts
    
    
    108,211
    
    
    
    3.00
    
    
    
    206,017John H. Scribante
    
    
    348,211
    
    
    
    3.07
    
    
    
    638,267
 RISK ASSESSMENT OF OUR COMPENSATION POLICIES AND PRACTICES
   
    
    Identified our material compensation arrangements and categorized them according to the
levels of potential risk-taking behaviors that our compensation committee believes they may
encourage.
    
    Met with our chief financial officer to develop a better understanding of our enterprise
risk profile and the material risks, including reputational risk and those described under
Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended
March 31, 2010, that we face and the relationship of our compensation policies and practices
to those identified enterprise-related risks.
    
    Evaluated the levels of potential risk-taking that may be encouraged by each material
compensation arrangement to determine whether it is appropriate in the context of our overall
compensation
 29




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##### Table of Contents



arrangements, our objectives for our compensation arrangements, our strategic goals and
objectives and our enterprise risk profile.
    
    Identified and evaluated the likely effectiveness of the risk-mitigation attributes
contained in our compensation policies and practices, as set forth below.
  
    
    We believe that we have set base salaries at a sufficient level to discourage excessive or
unnecessary risk taking. We believe that base salary, as a non-variable element of
compensation, helps to moderate the incentives to incur risk in the pursuit of increased
financial performance metrics that are directly tied to the payment of variable elements of
compensation. To perform its moderating function, we believe that base salary should make up a
substantial portion of target total compensation. Our NEOs fiscal 2010 base salaries were, on
average, approximately 74% of their fiscal 2010 total actual compensation. Although we do not
expect base salaries to continue to comprise such a significant portion of total actual
compensation, we intend for base salary to make up a substantial portion of target total
compensation in future years. We also did not increase base salaries for executives in either
fiscal 2010 or fiscal 2011 pending significantly improved operating results.
    
    Our annual bonus plan financial performance goals are directly tied to and support our
strategic business plan and are based upon annual operating budget levels that are reviewed
and approved by our board of directors and that we believe are attainable at their targeted
levels without the need to (i) take excessive or unnecessary risks; (ii) take actions that
would violate our Code of Conduct; or (iii) make material changes to our long-term business
strategy or our methods of management or operation. We use the same bonus pool for all
employees, and we must achieve a very high threshold of profitability and adjustments are made
for employee efficiency and for quantifiable employee errors.
    
    We use two different corporate financial performance metrics, revenue and operating income,
under our annual bonus plan to determine the total amount of our annual bonus payments to our
named executive officers and certain other management-level employees, and we also use
divisional financial performance metrics to determine the annual bonuses of our two division
heads. We believe that using different financial metrics helps to mitigate excessive or
unnecessary risk taking and the motivation to focus on achieving any single financial
performance measure that is directly tied to the amount of our annual bonus payments.
    
    Our long-term incentive plan awards are all equity-based so that employees who receive
these equity-based awards may only realize value through the sustained long-term appreciation
of our shareholder value. We also believe that the overall size of the pool is moderate.
    
    Our stock option awards under our long-term incentive plan generally are subject to
multi-year vesting periods, which we believe fosters employee retention and further helps to
mitigate against taking short-term risks, while encouraging our employees to focus on the
sustained growth of our company over the long term.
    
    We have implemented stock ownership guidelines and equity retention requirements for all of
our executive officers, which we believe help to focus them on long-term stock price
appreciation and sustainability.
  30




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##### Table of Contents




    
    The payment or vesting of incentive compensation was predicated upon the achievement
of certain company financial or operating results with respect to the applicable performance
period that were subsequently the subject of a material financial statement restatement (other
than a restatement due to subsequent changes in generally accepted accounting principles,
policies or practices) that adversely affects our prior announced or stated financial results,
financial condition or cash flows;
    
    In our boards view, the recipient engaged in misconduct that caused, partially caused or
otherwise contributed to the need for the financial statement restatement; and
    
    Vesting would not have occurred, or no payment or a lower payment would have been made to
the recipient, based upon our restated financial results, financial condition or cash flow.
 DIRECTOR COMPENSATION
   Director Compensation for Fiscal 2010
  Fees Earned
    
    
    Optionor Paid in
    
    
    Awards
    
    
    All OtherName
    
    Cash ($)(1)
    
    
    ($)(2)(3)
    
    
    Compensation ($)
    
    
    Total ($)Michael W. Altschaefl (4)
    
    
    27,500
    
    
    
    9,508
    
    
    
    
    
    
    
    37,008Russell Flaum(5)
    
    
    41,667
    
    
    
    18,816
    
    
    
    
    
    
    
    60,483James R. Kackley(6)
    
    
    35,000
    
    
    
    18,816
    
    
    
    
    
    
    
    53,816Thomas A. Quadracci
    
    
    57,500
    
    
    
    18,816
    
    
    
    
    
    
    
    76,316Roland G. Stephenson
    
    
    40,000
    
    
    
    18,816
    
    
    
    
    
    
    
    58,816Mark C. Williamson(7)
    
    
    33,333
    
    
    
    18,816
    
    
    
    
    
    
    
    52,149
 31




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##### Table of Contents



(1)
    
    As permitted under our compensation program for non-employee directors,
the following directors elected to received the following portions of
their fiscal 2010 retainer in shares of our Common Stock: Mr. Altschaefl
 $27,500, which equated to 6,137 shares; Mr. Stephenson  $20,000,
which equated to 5,074 shares.(2)
    
    Represents the grant date fair value of the awards pursuant to ASC Topic
718. Additional information about the assumptions that we used when
valuing equity awards is set forth in our Annual Report on Form 10-K in
the Notes to Consolidated Financial Statements for our fiscal year ended
March 31, 2010.(3)
    
    The aggregate number of option awards outstanding as of March 31, 2010 for
each non-employee director was as follows: Mr. Quadracci held options to
purchase 35,434 shares of our Common Stock at a weighted average exercise
price of $7.26 per share; Mr. Williamson held options to purchase 10,583
shares of our Common Stock at a weighted average exercise price of $3.78
per share; Mr. Altschaefl held options to purchase 5,291 shares of our
Common Stock at a weighted average exercise price of $3.81 per share; and
Mr. Stephenson held options to purchase 18,009 shares of our Common Stock
at a weighted average exercise price of $3.46 per share. All options vest
ratably over a three-year continued board service period.(4)
    
    Mr. Altschaefl was appointed to our board of directors on October 28, 2009.(5)
    
    Mr. Flaum retired from our board of directors on October 28, 2009.(6)
    
    As disclosed above, on July 22, 2009, Mr. Kackley became our president and
chief operating officer. He retired from those positions effective May
14, 2010 but remains a director of our company.(7)
    
    Mr. Williamson was appointed to our board of directors on April 29, 2009. 
 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
SHAREHOLDER MATTERS
 Security Ownership of Certain Beneficial Owners and Management
  
    
    each person (or group of affiliated persons) known to us to be the beneficial owner of
more than 5% of our Common Stock;
    
    each of our named executive officers;
    
    each of our directors; and
    
    all of our directors and current executive officers as a group.
  32




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##### Table of Contents



Shares Beneficially OwnedNumber
    
    
    Percentage of OutstandingDirectors and executive officersNeal R. Verfuerth(1)
    
    
    3,113,994
    
    
    
    13.5
    %James R. Kackley(2)
    
    
    256,403
    
    
    
    1.1John Scribante(3)
    
    
    179,746
    
    
    
    *Scott R. Jensen(4)
    
    
    43,951
    
    
    
    *Michael J. Potts(5)
    
    
    448,283
    
    
    
    2.0Michael W. Altschaefl(6)
    
    
    10,111
    
    
    
    *Thomas A. Quadracci(7)
    
    
    90,003
    
    
    
    *Elizabeth G. Rich
    
    
    1,091
    
    
    
    *Thomas N. Schueller(8)
    
    
    500
    
    
    
    *Roland G. Stephenson(9)
    
    
    15,238
    
    
    
    *Mark C. Williamson(10)
    
    
    3,527
    
    
    
    *All current directors and executive
officers as a group (13
individuals)(11)
    
    
    4,911,557
    
    
    
    21.0
    %Principal shareholdersGE Capital Equity Investments, Inc.(12)
    
    
    1,774,832
    
    
    
    7.9
    %
 
 *
    
    Indicates less than 1%.(1)
    
    Consists of (i) 1,877,861 shares of Common Stock; (ii) 773,326 shares
of Common Stock held by Mr. Verfuerths wife; (iii) 336,123 shares of
Common Stock issuable upon the exercise of vested and exercisable
options; and (iv) 126,634 shares of Common Stock issuable upon the
exercise of vested and exercisable options held by Mr. Verfuerths
wife. The number does not reflect (i) 227,775 shares of Common Stock
subject to options held by Mr. Verfuerth and (ii) 20,999 shares of
Common Stock subject to options held by Mr. Verfuerths wife that
will not become exercisable within 60 days of July 12, 2010.(2)
    
    Consists of (i) 187,976 shares of Common Stock; (ii) 23,427 shares of
Common Stock issuable upon the exercise of vested and exercisable
options; and (iii) 45,000 shares of Common Stock beneficially owned
by Mr. Kackleys grandchildren. The number does not include 66,919
shares of Common Stock subject to options held by Mr. Kackley that
will not become exercisable within 60 days of July 12, 2010.(3)
    
    Consists of (i) 23,815 shares of Common Stock owned by Garden Villa
on 3rd LLP; and (iii) 155,931 shares of Common Stock issuable upon
the exercise of vested and exercisable options. The number does not
include 209,011 shares of Common Stock subject to options held by Mr.
Scribante that will not become exercisable within 60 days of July 12,
2010.(4)
    
    Consists of (i) 12,000 shares of Common Stock; and (ii) 31,951 shares
of Common Stock issuable upon the exercise of vested and exercisable
options. The number does not include 139,639 shares of Common Stock
subject to options held by Mr. Jensen that will not become
exercisable within 60 days of July 12, 2010.(5)
    
    Consists of (i) 392,352 shares of Common Stock and (ii) 55,931 shares
of Common Stock issuable upon the exercise of vested and exercisable
options. The number does not include 63,900 shares of Common Stock
subject to options held by Mr. Potts that will not become exercisable
within 60 days of July 12, 2010.(6)
    
    Consists of 10,111 shares of Common Stock. The number does not
include 25,203 shares of Common Stock subject to options held by Mr.
Altschaefl that will not become exercisable within 60 days of July
12, 2010.(7)
    
    Consists of (i) 62,976 shares of Common Stock; (ii) 3,600 shares of
Common Stock held by Mr. Quadraccis wife; and (iii) 23,427 shares of
Common Stock issuable upon the exercise of vested and exercisable
options. The number does not include 31,919 shares of Common Stock
subject to options held by Mr. Quadracci that will not become
exercisable within 60 days of July 12, 2010. 33




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##### Table of Contents



(8)
    
    Consists of 500 shares of Common Stock. The number does not include
19,912 shares of Common Stock subject to options held by Mr.
Schueller that will not become exercisable within 60 days of July 12,
2010.(9)
    
    Consists of (i) 9,236 shares of Common Stock; and (ii) 6,002 shares
of Common Stock issuable upon the exercise of vested and exercisable
options. The number does not include 31,919 shares of Common Stock
subject to options held by Mr. Stephenson that will not become
exercisable within 60 days of July 12, 2010.(10)
    
    Consists of 3,527 shares of Common Stock issuable upon the exercise
of vested and exercisable options. The number does not include 26,968
shares of Common Stock subject to options held by Mr. Williamson that
will not become exercisable within 60 days of July 12, 2010.(11)
    
    Includes 833,513 shares of Common Stock issuable upon the exercise of
vested and exercisable options. The number does not include 994,992
shares of Common Stock subject to options that will not become
exercisable within 60 days of July 12, 2010.(12)
    
    The address of GE Capital Equity Investments, Inc., which we refer to
as GECEI, is 201 Merritt 7, Norwalk, Connecticut 06851. Other than
share ownership percentage information, the information set forth is
as of December 31, 2008, as reported by GECEI in its Schedule 13G
filed with us and the SEC. Securities Authorized for Issuance under Equity Compensation Plans
  Equity Compensation Plan Information
 Number ofSecuritiesNumber of
    
    
    
    
    
    
    Remaining AvailableSecurities to be
    
    
    
    
    
    
    for FutureIssued upon
    
    
    Weighted-Average
    
    
    Issuances under theExercise of
    
    
    Exercise Price of
    
    
    Equity CompensationPlan Category
    
    Outstanding Options
    
    
    Outstanding Options
    
    
    Plans (2)Equity
compensation plans
approved by
security holders
(1)
    
    
    3,546,249
    
    
    $
    3.66
    
    
    
    569,690
 
 (1)
    
    Approved before our initial public offering.(2)
    
    Excludes shares reflected in the column titled Number of Securities
to be Issued upon Exercise of Outstanding Options. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 Policies and Procedures Governing Related Person Transactions
  
    
    a related person means any of our directors, executive officers, nominees for director,
holder of 5% or more of our Common Stock or any of their immediate family members; and
    
    a related person transaction generally is a transaction (including any indebtedness or
a guarantee of indebtedness) in which we were or are to be a participant and the amount
involved exceeds $120,000, and in which a related person had or will have a direct or
indirect material interest.
  34




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##### Table of Contents



Related Person Transactions
  Thomas A. Quadracci
  Roland G. Stephenson
  James R. Kackley
  Neal R. Verfuerth
  Director Independence
  35




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
     Fiscal 2010
    
    
    Fiscal 2009Audit fees(1)
    
    $
    292,844
    
    
    $
    316,234Audit-related fees(2)
    
    
    14,648
    
    
    
    11,677Tax fees(3)
    
    
    72,431
    
    
    
    101,725Total fees
    
    $
    379,923
    
    
    $
    429,636
 
 (1)
    
    Represents the aggregate fees billed for the integrated audit of our
fiscal 2010 and 2009 financial statements, respectively, review of
quarterly financial statements and attendance at audit committee
meetings and shareholder meetings.(2)
    
    Represents the aggregate fees billed for audit of our benefit plans.(3)
    
    Represents the aggregate fees billed for tax compliance.   
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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EXHIBIT INDEX
 Number
    
    Exhibit Title3.1
    
    Amended and Restated Articles of Incorporation of Orion Energy Systems, Inc., filed as
Exhibit 3.3 to the Registrants Form S-1 filed August 20, 2007 (File No. 333-145569), is
hereby incorporated by reference as Exhibit 3.1.3.2
    
    Amended and Restated Bylaws of Orion Energy Systems, Inc., filed as Exhibit 3.5 to the
Registrants Form S-1 filed August 20, 2007 (File No. 333-145569), is hereby incorporated
by reference as Exhibit 3.2.4.1
    
    Form of Warrant to purchase Common Stock of Orion Energy Systems, Inc., filed as Exhibit
4.3 to the Registrants Form S-1 filed August 20, 2007 (File No. 333-145569), is hereby
incorporated by reference as Exhibit 4.1.4.2
    
    Form of Warrant to purchase Common Stock of Orion Energy Systems, Inc. , filed as Exhibit
4.4 to the Registrants Form S-1 filed August 20, 2007 (File No. 333-145569), is hereby
incorporated by reference as Exhibit 4.2.4.3
    
    Rights Agreement, dated as of January 7, 2009, between Orion Energy Systems, Inc. and Wells
Fargo Bank, N.A., which includes as Exhibit A thereto the Form of Right Certificate and as
Exhibit B thereto the Summary of Common Share Purchase Rights, filed as Exhibit 4.1 to the
Registrants Form 8-A filed January 8, 2009 (File No. 001-33887), is hereby incorporated by
reference as Exhibit 4.3.10.1
    
    Credit Agreement, dated June 30, 2010, by and among Orion Energy Systems, Inc., Orion Asset
Management, LLC, Clean Energy Solutions, LLC and JPMorgan Chase Bank, N.A., filed as
Exhibit 10.1 to the Registrants Form 8-K filed July 2, 2010 (File No. 001-33887), is
hereby incorporated by reference as Exhibit 10.1.10.2
    
    Orion Energy Systems, Inc. 2003 Stock Option Plan, as amended, filed as Exhibit 10.6 to the
Registrants Form S-1 filed August 20, 2007 (File No. 333-145569), is hereby incorporated
by reference as Exhibit 10.2.110.3
    
    Form of Stock Option Agreement under the Orion Energy Systems, Inc. 2003 Stock Option Plan,
filed as Exhibit 10.7 to the Registrants Form S-1 filed August 20, 2007 (File No.
333-145569), is hereby incorporated by reference as Exhibit 10.3.110.4
    
    Orion Energy Systems, Inc. 2004 Stock and Incentive Awards Plan, filed as Exhibit 10.9 to
the Registrants Form S-1 filed August 20, 2007 (File No. 333-145569), is hereby
incorporated by reference as Exhibit 10.4.110.5
    
    Form of Stock Option Agreement under the Orion Energy Systems, Inc. 2004 Equity Incentive
Plan, filed as Exhibit 10.10 to the Registrants Form S-1 filed August 20, 2007 (File No.
333-145569), is hereby incorporated by reference as Exhibit 10.5.110.6
    
    Form of Stock Option Agreement under the Orion Energy Systems, Inc. 2004 Stock and
Incentive Awards Plan, filed as Exhibit 10.11 to the Registrants Form S-1 filed August 20,
2007 (File No. 333-145569), is hereby incorporated by reference as Exhibit
10.6.110.7
    
    Form of Stock Option Agreement under the Orion Energy Systems, Inc. 2004 Stock and
Incentive Awards Plan.1, 210.8
    
    Summary of Non-Employee Director Compensation, filed as Exhibit 10.15 to the Registrants
Form S-1 filed November 16, 2007 (File No. 333-145569), is hereby incorporated by reference
as Exhibit 10.8.110.9
    
    Executive Employment and Severance Agreement, dated August 12, 2008, by and between Orion
Energy Systems, Inc. and Daniel J. Waibel, filed as Exhibit 10.2 to the Registrants
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 (File No.
001-33887), is hereby incorporated by reference as Exhibit 10.9.1
 37




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##### Table of Contents



Number
    
    Exhibit Title10.10
    
    Executive Employment and Severance Agreement, dated February 21, 2008, by and between Orion
Energy Systems, Inc. and Michael J. Potts, filed as Exhibit 10.2 to the Registrants Form
8-K filed February 22, 2008 (File No. 001-33887), is hereby incorporated by reference as
Exhibit 10.10.110.11
    
    Executive Employment and Severance Agreement, dated March 18, 2008, by and between Orion
Energy Systems, Inc. and John H. Scribante, filed as Exhibit 10.3 to the Registrants Form
8-K filed March 21, 2008 (File No. 001-33887), is hereby incorporated by reference as
Exhibit 10.11.110.12
    
    Executive Employment and Severance Agreement, dated April 14, 2008, by and between Orion
Energy Systems, Inc. and Neal R. Verfuerth, filed as Exhibit 10.1 to the Registrants Form
8-K filed April 18, 2008 (File No. 001-33887), is hereby incorporated by reference as
Exhibit 10.12.110.13
    
    Executive Employment and Severance Agreement, dated August 12, 2008, by and between Orion
Energy Systems, Inc. and Scott R. Jensen, filed as Exhibit 10.1 to the Registrants
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 (File No.
001-33887), is hereby incorporated by reference as Exhibit 10.13.110.14
    
    Patent and Trademark Security Agreement by and between Orion Energy Systems, Inc. and Wells
Fargo Bank, National Association, Acting Through its Wells Fargo Business Credit Operating
Division, dated December 22, 2005, filed as Exhibit 10.13 to the Registrants Form S-1
filed August 20, 2007 (File No. 333-145569), is hereby incorporated by reference as Exhibit
10.14.10.15
    
    Patent and Trademark Security Agreement by and between Great Lakes Energy Technologies, LLC
and Wells Fargo Bank, National Association, Acting Through its Wells Fargo Business Credit
Operating Division, dated December 22, 2005, filed as Exhibit 10.14 to the Registrants
Form S-1 filed August 20, 2007 (File No. 333-145569), is hereby incorporated by reference
as Exhibit 10.15.10.16
    
    Letter Agreement, dated as of August 27, 2009, between the Company and John H. Scribante,
filed as Exhibit 10.1 to the Companys Form 8-K filed on September 2, 2009, is hereby
incorporated by reference as Exhibit 10.16.110.17
    
    Executive Employment and Severance Agreement, dated September 8, 2009, by and between
Stuart L. Ralsky and the Company, filed as Exhibit 10.2 to the Companys Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2009, is hereby incorporated by
reference as Exhibit 10.17.121.1
    
    Subsidiaries of Orion Energy Systems, Inc.23.1
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    Certification of Chief Executive Officer of Orion Energy Systems, Inc. pursuant to Rule
13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as
amended.231.2
    
    Certification of Chief Financial Officer of Orion Energy Systems, Inc. pursuant to Rule
13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as
amended.232.1
    
    Certification of Chief Executive Officer and Chief Financial Officer of Orion Energy
Systems, Inc. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of
1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.2
 
 1
    
    Management contract or compensatory plan or arrangement
required to be filed (and/or incorporated by reference) as an
exhibit to this Annual Report on Form 10-K pursuant to Item
15(a)(3) of Form 10-K.2
    
    Filed herewith. 38




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SIGNATURES
  ORION ENERGY SYSTEMS, INC.By:
    /s/ Neal R. VerfuerthNeal R. VerfuerthChairman and Chief Executive Officer 39