Summary of ORION ENERGY SYSTEMS, INC.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) Not applicable.

(b) Not applicable.

(d) Not applicable.

(e) Effective August 27, 2009, Orion Energy Systems, Inc. ("Orion") entered into a letter agreement (the "Letter Agreement") with John H. Scribante, Orion's Senior Vice President of Business Development, amending the Executive Employment and Severance Agreement, dated March 18, 2008, between Orion and Mr. Scribante (the "Employment Agreement"). Pursuant to the Letter Agreement, Mr. Scribante will assume the position of President, Orion Technology Ventures, a newly formed division of Orion that will be charged with marketing advanced energy technologies. The Letter Agreement sets forth various terms relating to Mr. Scribante's leadership of Orion Technology Ventures and prohibits sales of shares of Orion's common stock held by Mr. Scribante on August 17, 2009 until March 31, 2010. Pursuant to the Letter Agreement, Mr. Scribante will also receive an option to purchase 250,000 shares of Orion's common stock (the "Common Stock") under Orion's 2004 Stock and Incentive Awards Plan, which will vest based on Mr. Scribante's continuous employment with Orion and the trading price of the Common Stock. Specifically, the option will vest and become exercisable as follows:

Х With respect to 50,000 shares if the average closing price per share of the Common Stock over five consecutive trading days equals or exceeds $4.00.

Х With respect to 50,000 shares if the average closing price per share of the Common Stock over five consecutive trading days equals or exceeds $5.00.

Х With respect to 50,000 shares if the average closing price per share of the Common Stock over five consecutive trading days equals or exceeds $6.00.

Х With respect to 50,000 shares if the average closing price per share of the Common Stock over five consecutive trading days equals or exceeds $7.00.

Х With respect to 50,000 shares if the average closing price per share of the Common Stock over five consecutive trading days equals or exceeds $8.00.

The option will be granted on September 1, 2009, and will have an exercise price per share equal to the closing price of a share of Common Stock on the date of grant.

Except as expressly modified by the Letter Agreement, the Employment Agreement will continue in effect in accordance with its terms. The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference. The Employment Agreement was previously filed as Exhibit 10.3 to Orion's Current Report on Form 8-K filed on March 21, 2008, and is incorporated herein by reference.

(f) Not applicable.