Amendment to Executive Employment and Severance Agreement between Orion Energy Systems, Inc. and John H. Scribante

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Summary

Orion Energy Systems, Inc. and John H. Scribante have agreed to amend Scribante's executive employment and severance agreement. The amendment updates the definition of "Good Reason" to include specific conditions under which Scribante may resign with cause, such as significant changes to salary, duties, work location, breaches of agreement, or the hiring of a particular executive. All other terms of the original agreement remain unchanged, and both parties confirm there are no outstanding claims under the agreement.

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EX-10.15 2 d449424dex1015.htm LETTER AGREEMENT LETTER AGREEMENT

Exhibit 10.15

 

2210 WOODLAND DRIVE

MANITOWOC, WI 54220

John H. Scribante

c/o Orion Energy Systems, Inc.

2210 Woodland Drive

Manitowoc, WI 54220

Dear John:

As a follow-up to our previous conversation, we have mutually agreed to modify your executive employment and severance agreement, dated September 27, 2012 (“Employment Agreement”) by amending and restating the definition of “Good Reason” set forth in Section 2(k) of the Employment Agreement as follows:

“(k) “Good Reason” shall mean the occurrence of any of the following without the consent of Executive: (i) a material diminution in the Executive’s Base Salary; (ii) a material diminution in the Executive’s authority, duties or responsibilities; (iii) a material change in the geographic location at which the Executive must perform services; (iv) a material breach by Orion of any provisions of this Agreement or any option agreement with the Company to which the Executive is a party; or (v) the Company’s employment of Neal R. Verfuerth as a senior executive officer of the Company.”

Please acknowledge your understanding and acceptance of this letter amending your Employment Agreement by signing and returning this letter. Except as otherwise specified in this letter, your existing Employment Agreement is not affected by this letter and by signing this letter you agree that your Employment Agreement, as modified hereby, will continue in full force and effect, and that all terms and conditions of your Employment Agreement have been fully complied with and that you do not have any outstanding claims thereunder.

Best regards,

 

ORION ENERGY SYSTEMS, INC.       Accepted and Agreed:
By:            
  James R. Kackley       John H. Scribante
  Chairman of the Board       Effective Date: December 1, 2012