Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 15, 2020, Orion Energy Systems, Inc. (the "Company") announced the
hiring of J. Per Brodin as the successor to William T. Hull, the Company's
current Executive Vice President, Chief Financial Officer, Chief Accounting
Officer and Treasurer. Mr. Brodin will commence his employment with the Company
effective October 19, 2020 as Executive Vice President and will also become the
Company's Chief Financial, Chief Accounting Officer and Treasurer upon
Mr. Hull's retirement. As previously disclosed, Mr. Hull intends to retire from
his positions with the Company upon the successful filing of the Company's
Quarterly Report on Form 10-Q for the quarter ending September 30, 2020 with the
Securities and Exchange Commission.
Mr. Brodin, age 59, currently is a partner of Hardesty LLC, a national executive
services firm, and provides Interim CFO services to Hardesty's clients. As a
partner of Hardesty, he recently served as the Interim Chief Financial Officer
to KKR-owned Fleet Farm, a large general retailer with stores, from March 2020
to August 2020. Prior to joining Hardesty, he served as the Chief Financial
Officer of Shopko Stores, a general retailer, from December 2017 until April
2019. Prior to Shopko, he served as the Chief Financial Officer of ATI Physical
Therapy from September 2016 until 2017 and prior to ATI, he served as the Chief
Financial Officer of Claire's Stores, Inc., a public registrant and former NYSE
listed global specialty retailer, from February 2008 until August 2016.
Mr. Brodin is a Certified Public Accountant.
The Company entered into an executive employment and severance agreement
("Employment Agreement") with Mr. Brodin pursuant to which he will be provided
with the following compensation arrangements: (i) an annual base salary of
$350,000; (ii) a grant of shares of restricted stock worth approximately
$297,500 vesting annually pro rata over a three-year period; (iii) a fiscal 2021
annual bonus eligibility potential of up to 50% of his pro-rated base salary
pursuant to the terms and conditions of the Company's annual incentive bonus
plan; and (iv) an automobile allowance of $1,000 per month. If Mr. Brodin's
employment is terminated without "cause" or for "good reason", he will be
entitled to a lump sum severance benefit equal the sum of his base salary plus
the average of the prior three years' bonuses (the total of which is doubled if
the termination occurs after a "change of control"); a pro rata cash bonus for
the year of the termination; and COBRA premiums at the active employee rate for
the duration of the executive's COBRA continuation coverage period. To receive
these benefits, Mr. Brodin must execute a general release of claims. Upon the
termination of employment, Mr. Brodin will be subject to customary non-compete
and non-solicit obligations for a period of 24-months following the termination
of his employment.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text of the Employment Agreement, a copy of
which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 15, 2020, the Company issued a press release announcing Mr. Brodin's
employment. The Company is furnishing a copy of such press release as Exhibit
99.1 hereto, which is incorporated by reference herein.
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Item 9.01(d) Financial Statements and Exhibits.
Exhibit 10.1 Executive Employment and Severance Agreement, effective as of
October 19, 2020, between Orion Energy Systems, Inc. and J. Per Brodin
Exhibit 99.1 Press Release of Orion Energy Systems, Inc.--------------------------------------------------------------------------------
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ORION ENERGY SYSTEMS, INC. 
