Exhibit 10.24
Grantee:
Grant Date: August 10, 2023
No. of Performance Shares:
Amount of Restricted Cash: $
Exhibit 10.24
Grantee: ______________
Grant Date: ______________
No. of Performance Shares: ______________
Amount of Restricted Cash: $_____________
ORION ENERGY SYSTEMS, INC.
2016 OMNIBUS INCENTIVE PLAN
TANDEM PERFORMANCE SHARE AND CASH AWARD AGREEMENT
THIS AGREEMENT, made and entered into as of the Grant Date specified above (the “Grant Date”) by and between Orion Energy Systems, Inc., a Wisconsin corporation (the “Company”), and the Grantee specified above (“Grantee”).
RECITALS
WHEREAS, the Company maintains the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan (the “Plan”), and Grantee has been selected by the Administrator to receive a Tandem Performance Share and Cash Award under the Plan; and
WHEREAS, as a condition to the receipt by Grantee of this Tandem Performance Share and Cash Award, Grantee reaffirms and agrees to be bound by the confidentiality, inventions, non-solicitation and non-competition provisions set forth in prior agreements between the Grantee and the Company, which are incorporated by reference herein, in consideration for receipt of the Tandem Performance Share and Cash Award pursuant hereto, continued employment, and other good and valuable consideration.
AGREEMENT
NOW, THEREFORE, IT IS AGREED, by and between the Company and Grantee, as follows:
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Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon Grantee any right with respect to continuance of employment by the Company or a Subsidiary, nor shall this Agreement or the Plan interfere in any way with the right of the Company or a Subsidiary to terminate Grantee’s employment at any time or for any reason. The Plan may be terminated at any time, and, even if the Plan is not terminated, Grantee shall not be entitled to any additional awards under the Plan.
Grantee shall be responsible for all federal, state, local and foreign taxes payable with respect to this Tandem Performance Share and Cash Award. In the event the Company or one of its Affiliates is required to withhold any Federal, state or local taxes or other amounts in respect of any income recognized by Grantee as a result of the grant, vesting, payment or settlement of, or other event relating to, this Tandem Performance Share and Cash Award or the issuance or disposition of any Shares acquired under this Tandem Performance Share and Cash Award, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due to Grantee in cash (including Restricted Cash), or with the consent of the Administrator, Shares otherwise deliverable or vesting under this Tandem Performance Share and Cash Award, to satisfy such tax or other obligations. Alternatively, the Company or its Affiliate may require Grantee to pay to the Company or its Affiliate, in cash, promptly on demand, or make other arrangements satisfactory to the Company or its Affiliate regarding the payment to the Company or its Affiliate of, the aggregate amount of any such taxes and other amounts.
Grantee hereby acknowledges and agrees to comply with and bound by all of the restrictive covenants set forth in Exhibit B.
Grantee hereby acknowledges receipt of a copy of the Plan and the prospectus for the Plan, and agrees to be bound by all the terms and provisions thereof.
This Agreement may be modified, amended, suspended, or terminated, and any terms or conditions may be waived, but only by mutual agreement of the parties in writing except as otherwise provided in Section 15 of the Plan.
Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
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The validity, interpretation, construction, and performance of this Agreement and agreements incorporated by reference herein shall be governed by the laws of the State of Wisconsin without giving effect to the conflicts of laws principles thereof.
This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns, whether by merger, consolidation, reorganization, sale of assets, or otherwise. This Agreement shall inure to the benefit of Grantee’s legal representatives. All obligations imposed upon Grantee and all rights granted to the Company under this Agreement shall be final, binding, and conclusive upon Grantee’s heirs, executors, administrators, legal representatives, guardians and successors.
Any dispute or disagreement which may arise under, or as a result of, or in any way relate to the interpretation, construction, or application of this Agreement shall be determined by the Administrator in its absolute discretion. Any determination made hereunder shall be final, binding, and conclusive on Grantee and the Company for all purposes.
Wherever appropriate in this Agreement, personal pronouns shall be deemed to include the other genders and the singular to include the plural. Wherever used in this Agreement, the term “including” means “including, without limitation.”
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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Grant Date first above written.
ORION ENERGY SYSTEMS, INC.
___________________________________
By: ________________________ Grantee
Title: _______________________
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Exhibit A
Performance Goals
If Grantee remains employed by the Company through the date on which the Administrator determines the level of revenue growth (“Revenue Growth”) achieved for fiscal year 2026 compared to fiscal year 2023, the following percentage of the Performance Shares and Restricted Cash shall vest to the extent the Administrator determines the applicable level of Revenue Growth has been achieved following the end of fiscal year 2026:
Fiscal Year 2026 Revenue Growth Rate Compared to Fiscal Year 2023 | Percentage of Total Tandem Performance Shares and Restricted Cash Vesting* |
25% | 50% |
40% | 100% |
>50% | 150% |
The number of Performance Shares, and the amount of Restricted Cash, vesting will be interpolated for Revenue Growth between 25% and 40%, or between 40% and 50%. The Administrator will include acquired revenue in its determination of Revenue Growth, and will otherwise determine the Revenue Growth achieved in its sole and absolute discretion following the end of fiscal year 2026.
*Comprised of 60% Performance Shares and 40% of Restricted Cash.
Exhibit B
Restrictive Covenants
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