ORION ENERGY SYSTEMS, INC. (NASDAQ:OESX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June30, 2017, Michael J. Potts agreed to retire as the Chief
Risk Officer and Executive Vice President of Orion Energy
Systems, Inc. (the Company), effective as of August30, 2017.
Mr.Potts will continue to serve as a director of the Company
following his retirement, assuming that Mr.Potts is re-elected by
the Companys shareholders at the Companys 2017 annual meeting. In
connection with Mr.Potts retirement, the Company and Mr.Potts
entered into a Mutual Retirement and Severance Agreement and
Complete and Permanent Release of All Claims (the Retirement
Agreement) on June30, 2017.
to the Retirement Agreement, the Company has affirmed its
obligation to provide certain severance payments and benefits
required to be provided to Mr.Potts as a result of his mutual
termination without cause to the terms of his existing Executive
Employment and Severance Agreement with the Company, including a
severance payment of $292,410.96 payable in variable monthly
installments over a period of 10 months (calculated in accordance
with Mr.Potts Executive Employment and Severance Agreement as
(i)Mr.Potts base salary, plus (ii)Mr.Potts fiscal 2018 annual
target bonus of fifty percent of his annual base salary
(pro-rated based on the number of days that Mr.Potts was the
Companys Chief Risk Officer and Executive Vice President in
fiscal 2018)), less applicable taxes and other withholdings. In
addition, the Company has agreed to pay Mr.Potts his accrued
salary and other compensation through August30, 2017 and
pro-rated fiscal
2018 vacation through such date. The Company has also affirmed
its obligation under Mr.Potts Executive Employment and Severance
Agreement to continue to provide Mr.Potts with his current family
health insurance plan coverage, or equivalent, and the Company
will pay the employer and employee portion of such coverage until
Mr.Potts is eligible for Medicare coverage.
In addition, under
the Retirement Agreement, all of Mr.Potts unvested restricted
stock (and any related restricted cash) awards shall continue to
vest in accordance with such awards applicable vesting schedule
to the terms of the applicable award agreements during the period
that Mr.Potts remains a member of the Companys board of
directors. In addition, on the date that Mr.Potts ceases to be a
member of the Companys board of directors, Mr.Potts will retain
all vested restricted stock and stock option awards that have
vested as of such date, and will be permitted to exercise any
vested stock options during the period provided in the applicable
option award agreement. The Company also agreed to assign all the
policies of insurance on Mr.Potts life currently in effect to
Mr.Potts and obtain a six-year tail director and
officer insurance policy covering Mr.Potts after he ceases to be
a member of the Companys board of directors.
The Retirement Agreement also
contains certain provisions concerning Mr.Potts continued service
as a director, assuming Mr.Potts is re-elected by the Companys
shareholders at the Companys 2017 annual meeting. During Mr.Potts
continued service as director, Mr.Potts will not be entitled to
receive any compensation (whether cash or equity-based) as a
non-employee director of the Company until January1, 2019, other
than the reimbursement of ordinary out of pocket expenses. From
and after January1, 2019 and for the remainder of Mr.Potts term,
Mr.Potts will be entitled to receive customary non-employee
director cash compensation (but not any equity-based
compensation), as well as the reimbursement of ordinary out of
pocket expenses.
The Company has also agreed to
retain Mr.Potts as a consultant for a term expiring on June15,
2018. During this term, Mr.Potts will be paid a $150 per hour fee
for consulting services performed as and when requested by the
Company, together with the reimbursement of all ordinary out of
pocket expenses. In addition, Mr.Potts will continue to remain
eligible to receive a project-based bonus of up to $75,000 that
was previously approved by the Companys compensation committee
and is payable upon Mr.Potts completion of certain
cash-generating projects.
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In consideration of the
foregoing agreements, Mr.Potts agreed to a mutual general release
of claims, as well as agreeing to a covenant not to sue. Mr.Potts
has also reaffirmed the application of certain covenants
contained in his Executive Employment and Severance Agreement,
including two-year non-solicitation and non-competition covenants
and two-year nondisclosure and confidentiality
covenant.
The foregoing description of
the Retirement Agreement is qualified in its entirety by
reference to the full text of the Retirement Agreement, a copy of
which is filed herewith as Exhibit 10.1 and is incorporated
herein by reference.
Item9.01(d) |
Financial Statements and Exhibits. |
Exhibit 10.1Mutual
Retirement and Severance Agreement and Complete and Permanent
Release of All Claims, dated June30, 2017. by and between Orion
Energy Systems, Inc. and Michael J. Potts
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ORION ENERGY SYSTEMS, INC. ExhibitEX-10.1 2 d418918dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION MICHAEL J. POTTS MUTUAL RETIREMENT AND SEVERANCE AGREEMENT AND COMPLETE AND PERMANENT MUTUAL RELEASE OF ALL CLAIMS THIS MUTUAL RETIREMENT AND SEVERANCE AGREEMENT AND COMPLETE AND PERMANENT MUTUAL RELEASE OF ALL CLAIMS (“Agreement and Release”) is made by and between ORION ENERGY SYSTEMS,…To view the full exhibit click here About ORION ENERGY SYSTEMS, INC. (NASDAQ:OESX)
Orion Energy Systems, Inc. is a designer and manufacturer of lighting platforms. The Company researches, develops, designs, manufactures, markets, sells and implements energy management systems consisting primarily of commercial and industrial interior and exterior lighting systems, and related services. The Company operates through three segments: Orion U.S. Markets Division (USM), Orion Engineered Systems Division (OES) and Distribution Services Division (ODS). The USM division develops and sells its commercial lighting systems and energy management systems to the wholesale contractor markets. The OES division develops and sells lighting products, and provides construction and engineering services for its commercial light emitting diode (LED) and high intensity fluorescent (HIF) lighting and energy management systems. The ODS division focuses on selling its lighting products through manufacturer representative agencies and a network of broadline North American distributors.
