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

On January 14, 2013, Acorn Energy, Inc.'s subsidiaries GridSense Inc. and GridSense Pty Ltd. adopted the Gridsense Employee Incentive Plan. The plan is intended to incent officers, employees, directors and consultants of GridSense Inc. and CHK GridSense Pty. Ltd. to grow the value of the GridSense companies by granting them awards in a bonus pool. Such pool will consist of 17% of the consideration received upon the sale of all or substantially all of the assets or securities of one or more of the GridSense entities, net of transaction expenses and agreed-upon returns to Acorn of and on its invested capital in such entities.