Orion Energy Systems, Inc. Non-Employee Director Compensation Plan (Effective April 2014)

Contract Categories: Human Resources › Compensation Agreements
Summary

This agreement outlines the compensation plan for non-employee directors of Orion Energy Systems, Inc., effective April 2014. Directors receive an annual retainer of $40,000 (payable in cash or stock), an annual restricted stock grant valued at $45,000, and additional annual retainers for chairing specific committees. No separate fees are paid for attending board or committee meetings. Directors are also reimbursed for out-of-pocket expenses. The form of compensation and timing of stock grants are specified, with vesting conditions for restricted stock grants.

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EX-10.9 4 oesx-20140331xex109.htm EX-10.9 OESX-2014.03.31-EX10.9

Exhibit 10.9

Orion Energy Systems, Inc.
Non-Employee Director Compensation Plan
Updated January 24, 2014 (Effective April 2014)

1.    Annual cash retainer:
$40,000 (cash or stock) ($10,000 paid quarterly)
2.    Board meeting fee:
None
3.    Committee meeting fee:
None
4.    Annual restricted stock grant:
$45,000 grant date fair market value2
5.    Annual Chairman retainer:
$40,000 (cash or stock)1
6.    Annual Ad Hoc Litigation Committee Chair retainer:
$20,000 (cash or stock)1
7.    Annual Audit Committee Chairman retainer:
$30,000 (cash or stock)1
8.    Annual Compensation Committee Chair retainer:
$20,000 (cash or stock)1
9.    Annual Governance Committee Chair retainer:
$10,000 (cash or stock) 1
10.    Reimburse out-of-pocket expenses:
Yes
















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1 Form of compensation to be chosen by each individual prior to each fiscal year. Number of shares to be issued on third business day after release of annual (or quarterly, in case of quarterly retainer payments) earnings announcement based on closing price on such date.
2 Annual restricted stock grant on third business day after annual earnings announcement with the dollar value to be converted into a specific number of shares based on the closing sale price on such date - vest 1/3 each year on 12/31 after the grant date provided the grantee remains a director upon each vesting date.