Unassociated Document


    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”):

     

    
      	Name of
      Recipient:     	[name of
      recipient]
	 	 
	Total Number of
      Shares Granted:     	[total number of
      shares]
	 	 
	Grant
      Date:  	May 29,
    2009
	 	 
	      
              Closing
      Price of a Share of Common

              Stock
      on the Nasdaq Global Market on

              Grant
      Date:

            	$[_._
_]
	 	 
	      
              Par
      Value of a Share of Common
      Stock:          

            	$0.0001


    

     

    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.

     

    
      
        	RECIPIENT:	 	ENERGY
      FOCUS, INC.	 
	 	 	 	 	 
	 	 	
                By:

              	 	 
	
                Recipient’s
      Signature

              	 	Name:	
                 

              	 
	
                 

              	 	Title: 	
                 

              	 
	
                Recipient’s
      Printed Name

              	 	 	
                 

              	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    ENERGY
FOCUS, INC.

    2008
STOCK INCENTIVE PLAN

    


    RESTRICTED
SHARES AGREEMENT

     

    
      	
              RESTRICTIONS

            	
              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 your leaving the Service of the Company within three (3)
      months after a Change in Control of the Company, you shall not transfer or
      seek to transfer any interest in the Restricted Shares. Any such attempt
      to transfer the Shares shall be without effect and null and void. The
      certificate(s) for the Restricted Shares shall bear the following
      restrictive legend: “The Shares evidenced by this certificate are covered
      by forfeiture provisions and a restriction on transfer set forth in an
      agreement between the Company and the owner of the Shares. A copy of that
      agreement may be obtained from the Company upon a showing of good cause in
      the discretion of the Company.”

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              LEAVES
      OF ABSENCE

            	
              For
      purposes of this Agreement, your Service does not terminate when you go on
      a military leave, a sick leave, or another bona fide leave of absence, if
      the leave is approved by the Company in writing and if continued crediting
      of Service is required by the terms of the leave or by applicable
      law.  But your Service terminates when the approved leave ends,
      unless you immediately return to active
work.

            


    

    


    
      	
              NOTICE
      OF LAPSE

            	
              When
      the above restrictions lapse, you or your executor or representative must
      notify the Company by submitting a written statement to that effect to the
      Human Resources Department of the Company.  The notice is
      effective when it is received by the
Company.

            


    

    


    
      	
              FORM
      OF PAYMENT

            	
              Section
      6(b) of the Plan requires you to furnish consideration to the Company with
      a value of not less than the par value of the Shares received at the rate
      of $0.0001 per Share in the form of cash, cash equivalents, or past
      services rendered to the Company. At the time that the above restrictions
      lapse, you shall be deemed to have provided to the Company consideration
      for the Shares in the above amount through the rendering of past services
      to the Company.

            
	 	 
	WITHHOLDING
      TAXES   	When
      the above restrictions lapse, you or yourexecutor or representative must
      make arrangementsacceptable to the Company to pay any withholdingtaxes
      that may be due as a result of the lapse of the
      restrictions.  These arrangements may include the delivery of
      shares of Company stock to the Company.
	 	 
	
              RESTRICTIONS
      ON

              RESALE       

            	By
      signing this Agreement, you agree not to sell RESALEany of the Restricted
      Shares at a time whenapplicable laws, Company policies, or an
      agreementbetween the Company and its underwriters prohibita
      sale.  This restriction will apply as long as you are an
      employee, director, or consultant of the Company or a subsidiary of the
      Company.


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              RETENTION
      RIGHTS

            	
              Neither
      the Restricted Shares nor this Agreement gives you the right to be
      retained by the Company or a subsidiary of the Company in any
      capacity.  The Company and its subsidiaries reserve the right to
      terminate your Service at any time, with or without
  cause.

            
	 	 
	      
              SHAREHOLDER
      RIGHTS

            	      
              As
      a holder of Restricted Shares awarded under the Plan, you have the same
      voting, dividend, and other rights as the Company’s other
      shareholders.

            


    

     

    
      	
              ADJUSTMENTS

            	
              In
      the event of a stock split, a stock dividend, or a similar change in
      Company stock, the number of your Restricted Shares covered by this
      Agreement may be adjusted pursuant to the
Plan.

            


    

    


    
      	
              APPLICABLE
      LAW

            	
              This
      Agreement shall be interpreted and enforced under the laws of the State of
      Delaware, without regard to its choice-of-law
  provisions.

            
	 	 
	
              THE
      PLAN AND OTHER

              AGREEMENTS

            	The
      text of the Plan is incorporated in this AGREEMENTSAgreement by reference.
      All capitalized terms inthis Agreement shall have the meanings assigned
      tothem in the Plan. This Agreement and the Plan constitute the entire
      understanding between you and the Company. Any prior agreements,
      commitments or negotiations concerning the Restricted Shares are
      superseded.  This Agreement may be amended only by another
      written agreement, signed by the Company
      and by you.


    

     

    
      	
               
      

            	
              BY
      SIGNING THE COVER SHEET OF THIS
AGREEMENT,

            


    

    
      	
               
      

            	
              YOU
      AGREE TO ALL OF THE TERMS AND
CONDITIONS

            


    

    
      	
               
      

            	
              DESCRIBED
      ABOVE AND IN THE PLAN.