Orion Energy Systems, Inc. Non-Employee Director Compensation Plan

Summary

This plan outlines the compensation for non-employee directors of Orion Energy Systems, Inc. Directors receive an annual retainer of $40,000 (payable in cash or stock), with additional annual retainers for specific roles such as Chairman, Lead Independent Director, and committee chairs. Directors also receive an annual stock option grant valued at $45,000, vesting over three years. No separate fees are paid for attending board or committee meetings. Directors are reimbursed for out-of-pocket expenses, and new independent directors may receive a special award. Compensation choices are made annually by each director.

EX-10.8 3 c65487exv10w8.htm EX-10.8 exv10w8

Exhibit 10.8

Orion Energy Systems, Inc.
Non-Employee Director Compensation Plan


1. Annual cash retainer:		$40,000 (cash or stock)¹ ($10,000 paid quarterly)

2. Board meeting fee:		None

3. Committee meeting fee		None

4. Annual option grant:		$45,000 grant date fair market value²

5. Annual Chairman retainer:		$20,000 (cash or stock)¹

6. Annual Lead Independent Director retainer:		$15,000 (cash or stock)¹

7. Annual Audit Committee Chairman retainer:		$15,000 (cash or stock)¹

8. Annual Compensation and Governance Committee Chair retainer:		$10,000 (cash or stock)¹

9. Reimburse out-of-pocket expenses:		Yes

10. New independent director award:		TBD cash or equity-based award (but potentially significant to attract highly-qualified additional independent directors)


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 option grant on third business day after annual earnings announcement with exercise price equal to closing sale price on such date – vest 1/3 each year.