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EXHIBIT
10.8




AMENDMENT NUMBER ONE

STOCK OPTION AGREEMENT

ORION ENERGY SYSTEMS, LTD.

2003 STOCK OPTION PLAN




          This AMENDMENT dated as of this 19th of February, 2007, of the AGREEMENT dated May
11, 2005, by and between Orion Energy Systems, Ltd., a Wisconsin corporation (the “Company”), and
Bruce Wadman (the “Grantee”) (the “Option Agreement”).




          WHEREAS, pursuant to the Orion Energy Systems, Ltd. 2003 Stock Option Plan (the “Plan”) and
the Option Agreement, the Company granted nonqualified stock options to the Grantee to purchase up
to 100,000 shares of the Company’s common stock (“Stock”) at $4.50 per share;




          WHEREAS, the Stock split 2-for-1, effective April 1, 2006, such that the Grantee then held
nonqualified stock options to purchase up to 200,000 shares of Stock at $2.25 per share;




          WHEREAS, the employment of the Grantee ended, effective February 19, 2007, and the right of
the Grantee to exercise his option terminated as of May 20, 2007, in accordance with the Option
Agreement;




          WHEREAS, the Plan, as amended by Amendment Number One thereto, provides that former employees
are eligible to participate in the Plan;




          WHEREAS, the Company and the Grantee entered into a Separation Agreement which provides, among
other things, for the amendment of the Option Agreement to grant the Grantee the right to exercise
nonqualified stock options to purchase up to an aggregate of 40,000 shares of Stock at $2.25 per
share as follows: (i) up to 20,000 shares at any time after the date of this Amendment and prior to
March 31, 2010, and (ii) up to 20,000 shares at any time during the period from June 30, 2009,
through March 31, 2010; and




          WHEREAS, it is desirable for the Company and the Grantee to enter into this Amendment Number
One to the Option Agreement to set forth the terms and conditions described above.




          NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth
in the Option Agreement and herein, the parties hereby mutually covenant and agree as follows:




          A. Pursuant to Section 21(b) of the Plan, the following provisions of the Option Agreement are
hereby amended, effective as of the date of this Amendment, to read as follows:





          1. Option Grant: Subject to the terms and conditions of the Plan, as amended,
and this Agreement, as amended, copies of which are attached hereto and made a part hereof,
the Company grants to the Grantee the option to purchase from the Company all or any part of
an aggregate number of 40,000 shares of Stock (such shares



 









 







are referred to as the “Optioned Shares”, and the option to purchase the Optioned
Shares is referred to as the “Option”). The Option is not intended to qualify as an
“incentive stock option” within the meaning of Section 422 of the Internal Revenue Code.




          2. Exercise Price. The exercise price to be paid by the Grantee for the
Optioned Shares is $2.25 per share.




          3. Exercise Period. Subject to the conditions stated herein and in the Plan,
the Option shall be exerciseable by the Grantee on and after the dates and as to the number
of Optioned Shares as set forth below.



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total # of Optioned
	Date	 	 	# of Optioned Shares Exercisable	 	 	 	Shares Exercisable
	February 19, 2007
	 	 	20,000	 	 	 	20,000
	June 30, 2009
	 	 	20,000	 	 	 	40,000







          4. Exercise




          (a) In the event that the Grantee breaches any of his material covenants or
obligations under the Separation Agreement, the Option shall forthwith terminate as
of the date of the breach and the Grantee shall automatically forfeit all Optioned
Shares underlying any portion of the Option exercised after the date of the breach
for which the Company has not yet delivered the share certificates, upon refund by
the Company of the exercise price paid by the Grantee for such Optioned Shares.
Upon any exercise of the Option, the Company may withhold delivery of share
certificates pending resolution of a good faith, bona fide allegation supported by
demonstrable facts that could lead to a finding resulting in a forfeiture. The
foregoing notwithstanding, the Company shall deliver share certificates to Grantee
promptly after Grantee’s exercise thereof unless prior to the date Grantee exercises
the option the Company has delivered written notice to Grantee of an allegation of
Grantee’s breach of the material covenants or obligations under the Separation
Agreement.




          (b) In the event that the Grantee dies, the Option shall remain exercisable
pursuant to the terms of the Plan.




          9. Term. This Option may not be exercised more than nine (9) months after June
30, 2009, and may be exercised during such term only in accordance with the terms of the
Plan and this Agreement, as amended.



          B. Pursuant to Section 21(b) of the Plan, Subsection 4(a) of the Option Agreement is hereby
deleted, effective as of the date of this Amendment.




          C. Notwithstanding Section 12 of the Option Agreement, this Amendment shall supersede the
provisions of the Option Agreement and the Plan, including, without limitation, Sections 5(e), 10
and 11 of the Plan, to the extent those provisions are inconsistent with the provisions of this
Amendment; and specifically, Sections 5(e), 10 and 11 of the Plan


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shall not apply to Grantee. Except as otherwise provided herein, the provisions of the Option
Agreement shall continue in full force and effect on and after the effective date of this
Amendment.




          D. Neither this Agreement nor the Option Plan shall be in any way amended, revised or altered
with respect to the options and associated shares of the Company which are the subject hereof
without the express prior written consent of both the Company and Grantee. The undersigned
officers of the Company hereby represent and warrant individually and on behalf of the Company that
all this Agreement and all amendments to the Plan referenced herein have been duly authorized and
adopted by the Company’s Board of Directors and are the valid and binding obligations of the
Company.




	 	 	 	 	 	 	 
	 	 	ORION ENERGY SYSTEMS, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Neal Verfuerth	 	 
	 

	 	 	 	 

	 	 
	 	 	Its President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric von Estorff	 	 
	 

	 	 	 	 

	 	 
	 	 	Its Secretary	 	 






     The Grantee acknowledges receipt of the Plan and Amendment Number One thereto, copies of which
are annexed hereto, and represents that he is familiar with the terms and provisions thereof. The
Grantee hereby accepts this Amendment subject to all the terms and provisions of the Plan, except
as otherwise expressly provided herein.



	 	 	 	 	 	 	 
	 	 	GRANTEE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Bruce Wadman	 	 
	 	 	 	 	 
	 	 	Bruce Wadman	 	 
	 
	 	 	 	 	 	 
	 

	 	SSN:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	ADDRESS:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 






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