Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On November 4, 2021, Orion Energy Systems, Inc. (the "Company") announced the hiring of Michael H. Jenkins as the Company's new Executive Vice President and Chief Operating Officer. Mr. Jenkins will commence his employment with the Company effective November 11, 2021.

In connection with Mr. Jenkins' hiring, Scott A. Green, the Company's current Executive Vice President and Chief Operating Officer, is being promoted to Executive Vice President of the Company and President of Orion Services Group.

Mr. Jenkins, age 52, has served as Construction and Consumer Business Director, General Manager - Americas of Bostik, Inc., a global adhesives business focused on developing "smart" adhesive solutions, since 2013. Prior to joining Bostik, Mr. Jenkins served as Vice President Sales, Americas - Diversey, and previously, as Vice President Marketing, Americas, for Sealed Air Corporation, a publicly traded integrated cleaning solutions and packaging company, from 2010 to 2012. From 2001 to 2009, Mr. Jenkins served the Kohler Co., an industrial and consumer products corporation, in various capacities including as Acting President - Canac Division, Vice-President, Sales & Installation - Canac Division and as Director, Retail Sales.

The Company entered into an executive employment and severance agreement ("Employment Agreement") with Mr. Jenkins pursuant to which he will be provided with the following compensation arrangements: (i) an annual base salary in fiscal 2022 of $365,000; (ii) an initial grant of 50,000 shares of restricted stock vesting annually pro rata over a three-year period; (iii) a fiscal 2022 annual bonus target eligibility potential of up to 50% of his base salary actually paid to him in fiscal 2022 pursuant to the terms and conditions of the Company's fiscal 2022 executive annual incentive bonus plan; and (iv) an automobile allowance of $1,000 per month. If Mr. Jenkins' 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. Jenkins must execute a general release of claims. Upon the termination of employment, Mr. Jenkins 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 November 4, 2021, the Company issued a press release announcing Mr. Jenkins' employment. The Company is furnishing a copy of such press release as Exhibit 99.1 hereto, which is incorporated by reference herein.

Item 9.01(d) Financial Statements and Exhibits.






Exhibit 10.1      Executive Employment and Severance Agreement, effective as of
                November 11, 2021, between Orion Energy Systems, Inc. and Michael
                H. Jenkins

Exhibit 99.1      Press Release of Orion Energy Systems, Inc.

104             Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

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