Effective December 1, 2012, Orion Energy Systems, Inc. (the "Company") entered into amendments (collectively, the "Amendments") to the Executive Employment and Severance Agreements (collectively, the "Agreements") between the Company and each of John H. Scribante, the Company's Chief Executive Officer, Michael J. Potts, the Company's President and Chief Operating Officer, and Scott R. Jensen, the Company's Chief Financial Officer, Chief Accounting Officer and Treasurer. The Amendments modify the definition of "Good Reason" set forth in the respective Agreements to include the Company's employment of Neal R. Verfuerth as a senior executive officer of the Company and, with respect to Mr. Potts', to increase his salary from $280,000 to $285,000. Except as expressly modified by the Amendments, the Agreements each continue in effect in accordance with their respective terms.

A copy of the Amendments are attached hereto as Exhibits 10.15, 10.16 and 10.17, respectively, and are incorporated by reference herein.

Item 9.01(d).      Financial Statements and Exhibits.

Exhibit 10.15      Letter Agreement effective December 1, 2012 between the Company
                   and John H. Scribante

Exhibit 10.16      Letter Agreement effective December 1, 2012 between the Company
                   and Michael J. Potts

Exhibit 10.17      LetterAgreement effective December 1, 2012 between the Company
                   and Scott R. Jensen