As Amended July 21, 2010
 ORION ENERGY SYSTEMS, INC.
2004 STOCK AND INCENTIVE AWARDS PLAN
STOCK OPTION AWARD
 
  Grant Date:
    
    _________, 20__Type of Option:
    
    [Nonqualified or Incentive Stock Option]Number of Option Shares:
    
    _______________Exercise Price per Share:
    
    U.S. $__________Vesting:
    
    ______ percent (___%) of your Option will vest and become exercisable on each of the
first ______ anniversaries of the Grant Date, provided you remain in employment or
service during such period. Upon your termination of employment or service with the
Company and its Affiliates, any senior officer of the Company may in his or her
discretion cause any then-unvested portion of your Option to become vested and
exercisable in whole or in part if, based on the circumstances of the termination of
employment or service, such officer deems such action to be in the best interests of
the Company.Any portion of your Option that is not vested upon such termination of employment or
service and is not caused by a senior officer to become vested and exercisable
pursuant to the foregoing will immediately terminate upon such termination of
employment or service.Termination Date:
    
    Your Option expires at, and cannot be exercised after, the close of business at the
Companys headquarters on the earliest to occur of:   The tenth (10th)anniversary of the Grant
Date;   One year after your termination of employment or service as a
result of death or disability (within the meaning of




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Code Section 22(e)(3)); or   90 days after your termination of employment or service for any
other reason, provided that (i) if you die during this 90-day period, the exercise
period will be extended until one year after the date of your death, and (ii) any
senior officer of the Company may, in his or her discretion, extend this 90-day
period for up to one year after such termination of employment if, based on the
circumstances of the termination of employment or service, such officer deems such an
extension to be in the best interests of the Company.If the date this Option terminates as specified above falls on a day on which the
stock market is not open for trading or on a date that you are prohibited by Company
policy (such as an insider trading policy) from exercising the Option, the
termination date shall be automatically extended to the first available trading day
following the original termination date, but not beyond the tenth (10th)
anniversary of the Grant Date.Notwithstanding the above, your entire Option is terminated immediately if the
Company or an Affiliate terminates you for Cause (as defined below), or if your
employment or service is otherwise terminated at a time when you could be terminated
for Cause, or you voluntarily terminate without the Companys prior consent.For purposes of this Agreement, Cause means any of the following: (i) failure to
perform or observe any of the terms or provisions of any written employment agreement
with the Company or an Affiliate, or if no written employment agreement exists, the
gross dereliction of your employment duties; (ii) failure to comply fully with the
lawful directives of the Board of Directors of the Company; (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, and of its Affiliates, or any of their management or employees; or (ix)
other proper cause determined in good faith by the Committee.Manner of Exercise:
    
    You may exercise your Option only to the extent vested and only if it has not
terminated. To exercise your Option, you must complete the Notice of Stock Option
Exercise form provided by the Company and return it to the address indicated on the
form. The form will be effective when it is received by the Company, but exercise
will not be completed until you pay the total exercise
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price and all applicable
withholding taxes due as a result of the exercise to the Company.If someone else wants to exercise your Option after your death, that person must
contact the Company and prove to the Companys satisfaction that he or she is
entitled to do so.Your ability to exercise your Option may be restricted by the Company if required by
applicable law.Restrictions on Resale:
    
    By accepting your Option, you agree not to sell any Shares acquired under your Option
at a time when applicable laws, Company policies or an agreement between the Company
and its underwriters prohibit a sale.Restrictions on Transfer:
    
    During your lifetime, this Option is only exercisable by you. You may not transfer,
pledge or assign this Option, by operation of law or otherwise, except pursuant to
your will or the laws of descent and distribution. If you attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this Option, except as provided
above, or in the event this Option is subject to levy or attachment, execution or
similar process, the Company may terminate this Option by providing written notice to
you.Rescission of Exercise;
Disgorgement of Option
Gains:
    
    If you are terminated for Cause, or if you are not terminated for Cause but the
Committee later determines that you could have been terminated for Cause if all facts
had been known at that time, or if the Committee determines that, after your
termination of employment, you have violated the provisions of any non-competition,
non-solicitation, confidentiality or assignment of inventions agreement then in
effect, then your Option will terminate immediately on the date of such termination
or determination, as applicable, and the Committee may, in its sole and absolute
discretion, (i) rescind any notice of exercise submitted by you for which payment or
the issuance of Shares has not been completed, in which event any exercise price you
have tendered will be promptly returned to you or retained by the Company as an
offset as provided below, and/or (ii) notify you in writing within two (2) years
after exercise of all or any portion of the Option that any exercise made within the
one (1) year period prior to your termination or prior to your breach of any
non-competition, non-solicitation, confidentiality or assignment of inventions
agreement, is rescinded. Within ten (10) days after receiving such notice from the
Company, you shall pay to the Company the amount of any cash payment received, or the
value of any other gain realized, as a result of the rescinded exercise.
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Notwithstanding the foregoing, the Company shall have the right to retain (as an
offset against any amounts due hereunder), the exercise price and withholding amount
tendered by you with respect to any rescinded exercise, and the Company shall have
the right to offset against any other amounts due from the Company to you the amount
owed by you hereunder.Notice of Sale:
    
    If your Option is designated as an incentive stock option, you must promptly report
to the Secretary of the Company any disposition of the Shares acquired under your
Option that is made within two (2) years from the Grant Date or within twelve (12)
months from the date you acquired the Shares (the Notice Period). In addition, the
Company may, at any time during the Notice Period, place a legend or legends on any
certificate(s) for the Shares issued under your Option requesting the Companys
transfer agent to notify the Company of any transfer of the Shares.Miscellaneous:
    
       As a condition of the granting of your Option, you agree, for
yourself and your legal representatives or guardians, that this Stock Option Award
shall be interpreted by the Committee and that any interpretation by the Committee of
the terms of this Stock Option Award or the Plan and any determination made by the
Committee pursuant to this Stock Option Award or the Plan shall be final, binding and
conclusive. Notwithstanding the foregoing, this Stock Option Award may not be
amended, and the Company may not take any other action the effect of which is, to
reduce the Exercise Price per Share other than (i) pursuant to Section 6.4 of the
Plan, and in accordance with Section 1.409A-1(b)(5)(v)(B) of the Treasury
Regulations, or (ii) in connection with a transaction which is considered the grant
of a new option for purposes of Section 409A of the Code, provided that the new
Exercise Price per Share is not less than Fair Market Value of a Share on the new
grant date.   As a condition of the granting of your Option, except as required
by law, you agree not to disclose information regarding the existence, terms, or
conditions of this Option to any person or entity whatsoever, including without
limitation any members of the media (including, but not limited to, print
journalists, newspapers, radio, television, cable, satellite programs, or Internet
media) or any Internet web page or chat room, or any other entity or person, with
the exception of your spouse, accountant, tax advisor, and/or attorneys. Any
violation of this provision may result in immediate and complete forfeiture
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of all
rights granted under this Option if so determined by the Committee.   
This Stock Option Award may be executed in counterparts.
   Authorized Officer
    
    
    
    Optionee
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ORION ENERGY SYSTEMS, INC.
 NOTICE OF STOCK OPTION EXERCISE
 Your completed form should be sent by mail or fax to:
________________. Phone:
___________
Fax: ______________________. Incomplete forms may cause a delay in
processing your option exercise.
 Please complete the following. PLEASE WRITE YOUR FULL LEGAL NAME
SINCE THIS NAME WILL BE ON YOUR STOCK CERTIFICATE.
 Name:
 Street Address:
 City:
    
    
    
    State:
    
    
    
    Zip Code:
 Work Phone #: (_________)
- _________ - _________
    
    Home Phone #: (_________)
- _________ - _________
  Please complete the following for each option
that you wish to exercise. For each option listed below, you must exercise at least 100
shares , unless you are exercising the entire remaining portion of an option.
 Aggregate Exercise PriceType of
    
    
    
    
    
    
    Number of
    
    
    (multiply Exercise PriceOption
    
    
    
    
    
    
    Option
    
    
    Per Share by number of(specify ISO
    
    
    Exercise Price Per
    
    
    Shares Being
    
    
    Option Shares beingDate of Grant
    
    or NQSO)
    
    
    Share
    
    
    Purchased
    
    
    purchased)$
    
    
    
    
    
    
    
    $$
    
    
    
    
    
    
    
    $$
    
    
    
    
    
    
    
    $$
    
    
    
    
    
    
    
    $$
    
    
    
    
    
    
    
    $
  6




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Please select only one:
 o
    
    Cash Exercise. I am enclosing a check or money order payable to Orion Energy
Systems, Inc. for the Total Exercise Price.o
    
    Cashless Exercise Through the Company.
Please withhold a whole number of shares
otherwise deliverable to me upon exercise having a Fair Market Value equal to the Total
Exercise Price and issue the net number of shares to me. Any fractional share remaining
will be paid to me in cash.o
    
    Cashless Exercise Through a Broker-Dealer. I have requested through the broker
specified below to (select only one):
 o
    
    Sell to Cover. Sell or margin only enough of the option(s)
being exercised to cover the Total Exercise Price (and tax withholding, if elected in Part
5), deliver the sale or margin loan proceeds directly to Orion Energy Systems, Inc., and
deposit the remaining shares and any residual cash in my brokerage account.
 o
    
    Same-Day-Sale. Sell or margin all of the shares of common
stock issuable upon exercise of the option(s), deliver a portion of the sale or margin
loan proceeds directly to Orion Energy Systems, Inc. to pay the Total Exercise Price (and
tax withholding, if elected in Part 5), and deposit any remaining cash proceeds in my
brokerage account.Sale Price*: _____________________
 Sale Date*: _____________________
 
 *
    
    The sale price and sale date are required in order to execute the cashless exercise. Broker-Dealer Name:
 Contact Person:
 DWAC  Depository Trust Company (DTC) #:
 Brokerage Account #:
 Broker Phone #: (_________)
- _________ - _________
    
    Broker Fax #: (_________)
- _________ - _________
 It is your responsibility to contact a broker to open a brokerage account and sell your
stock option shares. Orion Energy Systems, Inc. WILL NOT send this form to your broker.
 Do not complete this portion if you elected a cashless
exercise through a broker-dealer. (Shares issued pursuant to a cashless exercise through a
broker-dealer will be automatically sent to your specified broker.) Also, complete this section
only if the certificate for the purchased shares is to be sent to a different address than
specified in Part 1.
  Street Address:
 City:
    
    
    
    State:
    
    
    
    Zip Code:
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Please select only one. You do not need
to complete this Part if you are exercising only incentive stock options (ISOs) or if you are a
non-employee director.
 o
    
    Broker Exercise. I have elected to exercise my option(s) through
a broker in Part 3. The broker will sell sufficient shares to pay for the tax amount and will remit that amount
to Orion Energy Systems, Inc.o
    
    Cash. I am enclosing a check or money order payable to
Orion Energy Systems, Inc. for the withholding tax amount.o
    
    Withhold Shares. Please withhold a whole number of shares otherwise deliverable to me upon exercise having a
Fair Market Value equal to the minimum statutory tax that is
required to be withheld. Any fractional share remaining will
be paid to me in cash.
  1.
    
    I understand that all sales of Orions common stock received upon exercise of this option are
subject to compliance with the companys policy on securities trades.2.
    
    I hereby acknowledge that I have read a copy of the prospectus describing the Orion Energy
Systems, Inc. plan under which the option(s) listed above were issued, and understand the tax
consequences of an exercise.3.
    
    I understand that this notice cannot be revoked by me if I have selected a cashless exercise
through a broker-dealer. I personally guarantee that the Total Exercise Price and applicable
taxes will be paid to Orion Energy Systems, Inc. in full in the event the Company does not
receive the full amount from the Broker for any reason.
 Signature:
______________________________
    
    Date: ______________________________
  To be completed by Corporate Human Resource Department:
 Received by:
 Date received:
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