Amendment to Executive Employment Agreement between Orion Energy Systems, Inc. and Scott Jensen
Orion Energy Systems, Inc. and executive Scott Jensen have agreed to amend Jensen's existing employment and severance agreement. The amendment updates the definition of "Good Reason" for resignation to include specific conditions such as a significant salary reduction, a major change in work location, a material breach of agreement by Orion, or the hiring of Neal R. Verfuerth as a senior executive. All other terms of the original agreement remain unchanged, and both parties confirm there are no outstanding claims under the agreement.
Exhibit 10.17
2210 WOODLAND DRIVE
MANITOWOC, WI 54220
Scott Jensen
c/o Orion Energy Systems, Inc.
2210 Woodland Drive
Manitowoc, WI 54220
Dear Scott:
As a follow-up to our previous conversation, we have mutually agreed to modify your executive employment and severance agreement, dated November 9, 2012 (Employment Agreement) by amending and restating the definition of Good Reason set forth in Section 2(k) of your Employment Agreement as follows:
(i) Good Reason shall mean the occurrence of any of the following without the consent of Executive: (i) a material diminution in the Executives Base Salary; (ii) a material change in the geographic location at which the Executive must perform services; (iii) 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 (iv) the Companys 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: | ||||||||
John H. Scribante | Scott Jensen | |||||||
Chief Executive Officer | Effective Date: December 1, 2012 |