Common use of Severance Consideration Clause in Contracts

Severance Consideration. a. Subject to, and in consideration of Employee’s execution and non-revocation of this Agreement, Energy Focus will provide Employee the following pay and benefits: i. If as of the Separation Date, Employee elects continued group health plan continuation coverage under COBRA, Energy Focus shall pay the relative proportion that it pays as of the date hereof with respect to Employee’s (but not Employee’s spouse’s) health benefits under the employer/employee split of of Employee’s COBRA premiums, or shall provide coverage under any self-funded plan, on behalf of Employee for Employee’s continued coverage under Energy Focus’s group health plans, for eighteen (18) months following the Separation Date (the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Period, Employee will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Employee’s eligible COBRA coverage period. For purposes of this Section, (A) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (B) any applicable insurance premiums that are paid by Energy Focus shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Employee’s sole responsibility. Notwithstanding the foregoing, if at any time Energy Focus determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the proportion of the COBRA premiums described above on Employee’s behalf, Energy Focus will instead pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment that will include a gross-up to cause the net after-tax amount to equal to such COBRA premium amount for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Employee’s election of COBRA coverage or payment of COBRA premiums and without regard to Employee’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. ii. All outstanding and vested stock options that are vested as of the Separation Date shall remain exercisable for one year following the Separation Date and otherwise as provided under the applicable award agreement and plan but in no event later than the last day of the option term. With respect to the restricted stock units granted to Employee on February 27, 2017 and February 26, 2018, such units shall vest in full as of the Separation Date and be settled in shares of common stock as of the Separation Date for the net number of shares to reflect any required tax withholding. The Employee’s unvested options shall terminate as of the Separation Date. iii. Employee shall keep the Surface Pro and Surface Book devices provided to him by the Company, provided that all Energy Focus information shall be deleted therefrom. b. Employee acknowledges that the payment(s) and other consideration provided in this section 3 are solely in exchange for the promises in this Agreement, and that in the absence of this Agreement Employee would not otherwise be entitled to this consideration.

Severance Consideration. a. Subject toIn connection with Executive’s termination of employment with the Company, Executive will receive any accrued, but unpaid, base salary through the Separation Date and reimbursement for any properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in consideration accordance with Company policy. Executive will be entitled to receive vested benefits provided under any employee benefit plans sponsored by or through the Company in which Executive participates (excluding any benefit plans providing severance or similar benefits), in each case, in accordance with the terms of Employee’s execution such plan and non-revocation of this Agreement, Energy Focus will provide Employee the following pay applicable law. Executive may be entitled to continue medical and benefits: i. If as of the Separation Date, Employee elects continued group health plan continuation coverage under COBRA, Energy Focus shall pay the relative proportion that it pays as of the date hereof with respect to Employee’s (but not Employee’s spouse’s) health benefits under the employer/employee split Consolidated Omnibus Budget Reconciliation Act of of Employee’s COBRA premiums, or shall provide coverage under any self-funded plan, on behalf of Employee for Employee’s continued coverage under Energy Focus’s group health plans, for eighteen 1985 (18) months following the Separation Date (the “COBRA Payment PeriodCOBRA”). Upon the conclusion of the COBRA Payment Period, Employee will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Employee’s eligible COBRA coverage period. For purposes of this Section, (A) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (B) any applicable insurance premiums that are paid by Energy Focus shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Employee’s sole responsibility. Notwithstanding the foregoing, if at any time Energy Focus determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the proportion of the COBRA premiums described above on Employee’s behalf, Energy Focus will instead pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment that will include a gross-up to cause the net after-tax amount to equal to such COBRA premium amount for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Employee’s election eligibility and other requirements of COBRA coverage or payment of COBRA premiums and without regard to Employee’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. iiCOBRA. All outstanding and vested stock options equity awards granted to Executive by the Company or its affiliate that are vested outstanding as of the Separation Date shall remain exercisable be treated in accordance with the plan and award agreements pursuant to which such awards were granted, except as otherwise provided herein. As consideration for one year Executive entering into this Agreement, and not revoking it pursuant to Section 7, and fully abiding by and complying with the terms of this Agreement, and the Employee Agreement (as defined in Section 9), the Company shall provide Executive with the following severance consideration: (a) a lump-sum payment of $350,000 (representing an amount equal to the base salary that would have been payable over a period of twelve (12) months) to be paid on the first regularly scheduled payroll date of the Company following the Effective Date (as defined in Section 7); (b) continued vesting of the outstanding shares of restricted stock awarded to Executive pursuant to the Company’s Long-Term Incentive Plan that would have otherwise become vested February 16, 2014 (24,734 shares) and March 6, 2014 (8,325 shares), respectively, had Executive remained employed through such dates, such that these awards will vest on the foregoing dates in accordance with their terms and be released to Executive in accordance with the Company’s regular practices for restricted stock award vesting; and (c) reimbursement of the cost of continuation coverage pursuant to COBRA for twelve (12) months following such termination of employment, to the extent Executive elects such continuation coverage and is eligible, subject to the terms of the applicable Company plan(s) and applicable law; provided that such reimbursement shall cease upon Executive’s eligibility for coverage from a subsequent employer. For the avoidance of doubt, the “cost of continuation coverage” shall mean (i) any additional amount paid by Executive to the COBRA provider by such election compared to the amount of premiums paid by Executive before the Separation Date (or as would have been payable by Executive in the 2014 plan year, had he remained employed, as a result of premium increases applicable to Company employees generally), and otherwise as provided (ii) during the 2013 plan year, with respect to a Flexible Spending Account or similar contributory accounts, for which under applicable law continuation coverage may only be elected on an after-tax basis, the applicable award agreement actual (or a reasonable estimate of) additional cost to Executive of such after-tax contribution compared to the amount of pre-tax contributions made by Executive before the Separation Date. Executive acknowledges and plan agrees that: (i) the foregoing severance consideration constitutes consideration over and above anything of value that he would be entitled to but in no event later than the last day for this Agreement; (ii) acceptance of the option term. With respect to the restricted stock units granted to Employee on February 27, 2017 foregoing payments and February 26, 2018, such units shall vest benefits is in full as accord and satisfaction of all claims being released by Executive pursuant to this Agreement; (iii) all benefits and incidents of employment with the Separation Date and Company, other than those continuing obligations set forth in this Agreement, will cease to be settled in shares of common stock as of the Separation Date for the net number of shares to reflect any required tax withholding. The Employee’s unvested options shall terminate effective as of the Separation Date. iii. Employee shall keep the Surface Pro and Surface Book devices ; (iv) except as explicitly provided to him by the Company, provided that all Energy Focus information shall be deleted therefrom. b. Employee acknowledges that the payment(s) and other consideration provided in this section 3 are solely in exchange for the promises in this Agreement, Executive is not and that will not be due any other compensation or benefits from the Company; and (v) the foregoing severance consideration is subject to forfeiture, or if already paid or received, repayment to the Company upon demand in the absence event the provisions of this Agreement Agreement, and the Employee would Agreement, are not performed by Executive in accordance with their specific terms or are otherwise be entitled to this considerationbreached.

Severance Consideration. a. Subject to, and in consideration of Employee’s execution and non-revocation of this Agreement, Energy Focus will provide Employee the following pay and benefits: i. If as of the Separation Date, Employee elects continued group health plan continuation coverage under COBRA, Energy Focus shall pay the relative proportion that it pays as of the date hereof with respect to Employee’s (but not Employee’s spouse’s) health benefits under the employer/employee split of of Employee’s COBRA premiums, or shall provide coverage under any self-funded plan, on behalf of Employee for Employee’s continued coverage under Energy Focus’s group health plans, for eighteen twelve (1812) months following the Separation Date (the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Period, Employee will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Employee’s eligible COBRA coverage period. For purposes of this Section, (A) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (B) any applicable insurance premiums that are paid by Energy Focus shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Employee’s sole responsibility. Notwithstanding the foregoing, if at any time Energy Focus determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the proportion of the COBRA premiums described above on Employee’s behalf, Energy Focus will instead pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment that will include a gross-up to cause the net after-tax amount to equal to such COBRA premium amount for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Employee’s election of COBRA coverage or payment of COBRA premiums and without regard to Employee’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. ii. All outstanding and vested stock options that are vested as of the Separation Date shall remain exercisable for one year following the Separation Date and otherwise as provided under the applicable award agreement and plan but in no event later than the last day of the option term. i. With respect to the restricted stock units granted to Employee on February 27, 2017 and February 26July 2, 2018, one-third (1/3) of such units shall vest in full as of the Separation Date and be settled in shares of common stock as of the Separation Date for the net number of shares to reflect any required tax withholdingDate. The Employee’s unvested options and unvested restricted stock units shall terminate as of the Separation Date. iii. Employee shall keep the Surface Pro and Surface Book devices provided to him by the Company, provided that all Energy Focus information shall be deleted therefrom. b. Employee acknowledges that the payment(s) and other consideration provided in this section 3 are is solely in exchange for the promises in this Agreement, and that in the absence of this Agreement Employee would not otherwise be entitled to this consideration.

Severance Consideration. a. Subject toWithout admission of any liability, and in consideration of Employeefact or claim, the Company hereby agrees, subject to Executive’s execution and non-revocation of this AgreementAgreement and, Energy Focus will provide Employee the on or within thirty (30) days following pay and benefits: i. If as of the Separation Date, the General Release of Claims attached hereto as Exhibit A (the “Release”) becoming effective and irrevocable, as well as Executive’s performance of his continuing obligations pursuant to the terms of this Agreement and the terms of the Employee elects continued group health plan continuation coverage under COBRAInnovations and Proprietary Rights Assignment Agreement dated June 10, Energy Focus 2014 (the “Confidentiality Agreement”) and any other proprietary rights, assignment of inventions, and/or confidentiality agreements between the Company and Executive, to provide Executive the severance benefits set forth below. (i) The Company shall pay to Executive $390,000.00 in a single cash lump sum. Such payment shall be made, less applicable withholdings and deductions, on or as soon as reasonably practicable following January 1, 2017. (ii) The Company shall pay to Executive his annual performance bonus, to the relative proportion extent earned, for fiscal year 2016 based solely on the Company’s actual results against the Company’s goals for the year, as determined by the Company in its sole discretion. Any such fiscal year 2016 annual performance bonus that it pays as becomes earned and payable under this Section 3(ii) shall be paid, less applicable withholdings and deductions, to Executive at the same time related bonuses are paid to the Company’s continuing executive employees. (iii) If Executive elects to receive continued healthcare coverage pursuant to the provisions of the date hereof with respect Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay that portion of the premium for Executive and Executive’s covered dependents necessary such that Executive contributes the same amount to Employee’s (but not Employee’s spouse’s) health benefits under COBRA coverage as Executive contributed to medical, dental and vision coverage prior to the employer/employee split of of Employee’s COBRA premiums, or shall provide coverage under any self-funded plan, on behalf of Employee for Employee’s continued coverage under Energy Focus’s group health plans, for eighteen (18) months following the Separation Agreement Date (the “COBRA Payment PeriodPremiums”). Upon , such payment to continue until the conclusion earlier of (i) the last day of the month during which the two (2) month anniversary of the Separation Date falls or (ii) the date Executive becomes eligible for comparable coverage under another employer’s plans. After the Company ceases to pay the COBRA Payment PeriodPremiums pursuant to the preceding, Employee will Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. Executive acknowledges that he shall be solely responsible for the entire payment all matters relating to Executive’s continuation of premiums (or payment for the cost of coverage) required under COBRA for the duration of Employee’s eligible COBRA coverage period. For purposes of this Sectionpursuant to COBRA, (A) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (B) any applicable insurance premiums that are paid by Energy Focus shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Employee’s sole responsibility. Notwithstanding the foregoing, if at any time Energy Focus determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the proportion of the COBRA premiums described above on Employee’s behalf, Energy Focus will instead pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment that will include a gross-up to cause the net after-tax amount to equal to such COBRA premium amount for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to EmployeeExecutive’s election of COBRA such coverage or and his timely payment of COBRA premiums and without regard to Employee’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Periodpremiums. ii. All outstanding and vested stock options that are vested (iv) The Company shall accelerate the vesting of each Equity Award held by Executive as of the Separation Date shall remain exercisable for one year following the Separation Date and otherwise as provided under the applicable award agreement and plan but in no event later than the last day of the option term. With with respect to that number of unvested shares subject to the restricted stock units granted Equity Award as otherwise would have vested had Executive continued employment with the Company through August 31, 2016. (v) Executive understands and agrees that all payments under this Agreement will be subject to Employee on February 27, 2017 appropriate tax withholding and February 26, 2018, such units shall vest in full as of other deductions. To the Separation Date and extent any taxes may be settled in shares of common stock as of the Separation Date payable by Executive for the net number of shares to reflect any required tax withholding. The Employee’s unvested options shall terminate as of the Separation Date. iii. Employee shall keep the Surface Pro and Surface Book devices benefits provided to him by this Agreement beyond those withheld by the Company, provided Executive agrees to pay them himself and to indemnify and hold the Company and the other entities released herein harmless for any tax claims or penalties, and associated attorneys’ fees and costs, resulting from any failure by him to make required payments. To the extent that all Energy Focus information any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such reimbursements shall be deleted therefrompaid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. b. Employee (vi) Executive agrees that the payments provided by this Section 3 are not required under the Company’s normal policies and procedures and are provided as a severance solely in connection with this Agreement. Executive acknowledges and agrees that the payments referenced in this Section 3 constitute adequate and valuable consideration, in and of themselves, for the promises contained in this Agreement. Executive acknowledges that the payment(s) payment and other consideration provided in this section 3 are solely in exchange for arrangements herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to Executive as a result of his employment with the promises in this AgreementCompany and the termination thereof, and that in including, without limitation, any severance under the absence of this Agreement Employee would not otherwise be entitled to this considerationOffer Letter.

Severance Consideration. a. Subject to, to the terms of this Agreement and in consideration of EmployeeExecutive’s execution of the attached Release (Exhibit B) within 45 days of receipt (and nonno revocation during the seven-day revocation of this Agreement, Energy Focus will provide Employee period described in the following pay Release) and benefitscompliance with the terms thereof: i. If (a) the Company shall provide Executive with a lump sum payment of $432,600 (which amount represents fourteen (14) months’ current base salary), less applicable tax withholding; (b) the Company shall provide Executive with a lump sum payment of $324,450 (which amount represents fourteen (14) months of Executive’s annual target bonus), less applicable tax withholding; (c) the Company shall provide Executive with a lump sum payment of $83,811 (which amount represents a pro rata payment of Executive’s 2021 target bonus through April 20, 2021), less applicable tax withholding; (d) the Company shall make fourteen (14) months of premium payments on behalf of Executive and Executive’s dependents following the Effective Date (with a catch-up payment for payments deferred pending the irrevocability of the Release), up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Separation Date, Employee provided that Executive timely elects continued group to extend and continue health plan continuation coverage insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA, Energy Focus ”) for this period for Executive and his eligible dependents enrolled immediately before the Separation Date; and (e) Executive shall pay the relative proportion that it pays as be entitled to acceleration of the date hereof vesting of Executive’s stock units with respect to Employeethe Company’s (but not Employee’s spouse’s) health benefits under Common Stock as immediately prior to the employer/employee split Mergers as follows: • full acceleration of vesting of Employee’s COBRA premiums, or shall provide coverage under any self-funded plan, on behalf of Employee for Employee’s continued coverage under Energy Focus’s group health plans, for eighteen (18) months following the Separation Date (the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Period, Employee will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Employee’s eligible COBRA coverage period. For purposes of this Section, (A) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (B) any applicable insurance premiums that are paid by Energy Focus shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Employee’s sole responsibility. Notwithstanding the foregoing, if at any time Energy Focus determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the proportion of the COBRA premiums described above on Employee’s behalf, Energy Focus will instead pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment that will include a gross-up to cause the net after-tax amount to equal to such COBRA premium amount for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Employee’s election of COBRA coverage or payment of COBRA premiums and without regard to Employee’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. ii. All outstanding and vested stock options that are vested as of the Separation Date shall remain exercisable for one year following the Separation Date and otherwise as provided under the applicable award agreement and plan but in no event later than the last day of the option term. With respect to the restricted stock units (“RSUs”) granted to Employee on February 27, 2017 and February 26, 2018, such units shall vest in full as Executive’s fiscal year 2020 bonus; • accelerated vesting of the Separation Date and be settled RSUs granted as Executive’s 2021 Focal Equity Award that were scheduled to vest through June 30, 2021; • vesting in shares of common stock as 225% of the Separation Date for the net target number of shares to reflect any required tax withholding. The Employee’s unvested options shall terminate as of Common Stock (the Separation Date. iii. Employee shall keep the Surface Pro and Surface Book devices provided to him amount of performance determined by the Company, provided ’s Compensation Committee or its delegate to have been achieved thereunder) subject to Executive’s 2020 market value stock unit (“MVSU”) award (to which Executive is entitled without regard to termination of employment or the delivery of the Release); and • full acceleration of vesting of all other RSUs. The RSUs and MVSUs (and the shares of Company Common Stock issuable thereunder) that all Energy Focus information are accelerated pursuant to this subsection (e) shall be deleted therefrom. b. Employee acknowledges that deemed outstanding and vested prior to the payment(sDelaware Merger Effective Time and will be exchanged (and tax withheld) in accordance with Sections 5.4(f) and other (g) of the Merger Agreement. The “Effective Date” of the Release means the eighth day after the date Executive signs the Release (if it is not revoked prior thereto). The amounts specified in (a), (b) and (c) above will be paid by Company on the Effective Date. For the avoidance of doubt, the severance consideration provided under this Section 4 constitutes the entire severance payments and consideration receivable by Executive in this section 3 are solely in exchange for connection with Executive’s termination of employment and supersedes and replaces any other severance and compensation payable under the promises in this CIC Agreement, the Merger Agreement, and that in any other employment agreement with the absence of this Agreement Employee would not otherwise be entitled to this considerationCompany.

Severance Consideration. a. Subject to, to the terms of this Agreement and in consideration of EmployeeExecutive’s execution of the attached Release (Exhibit B) within 45 days of receipt (and nonno revocation during the seven-day revocation of this Agreement, Energy Focus will provide Employee period described in the following pay Release) and benefitscompliance with the terms thereof: i. If (a) the Company shall provide Executive with a lump sum payment of $399,000 (which amount represents fourteen (14) months’ current base salary), less applicable tax withholding; (b) the Company shall provide Executive with a lump sum payment of $251,370 (which amount represents fourteen (14) months of Executive’s annual target bonus), less applicable tax withholding; (c) the Company shall provide Executive with a lump sum payment of $64,933 (which amount represents a pro rata payment of Executive’s 2021 target bonus through April 20, 2021), less applicable tax withholding; (d) the Company shall make fourteen (14) months of premium payments on behalf of Executive and Executive’s dependents following the Effective Date (with a catch-up payment for payments deferred pending the irrevocability of the Release), up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Separation Date, Employee provided that Executive timely elects continued group to extend and continue health plan continuation coverage insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA, Energy Focus ”) for this period for Executive and his eligible dependents enrolled immediately before the Separation Date; and (e) Executive shall pay the relative proportion that it pays as be entitled to acceleration of the date hereof vesting of Executive’s stock units with respect to Employeethe Company’s (but not Employee’s spouse’s) health benefits under Common Stock as immediately prior to the employer/employee split Mergers as follows: • full acceleration of vesting of Employee’s COBRA premiums, or shall provide coverage under any self-funded plan, on behalf of Employee for Employee’s continued coverage under Energy Focus’s group health plans, for eighteen (18) months following the Separation Date (the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Period, Employee will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Employee’s eligible COBRA coverage period. For purposes of this Section, (A) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (B) any applicable insurance premiums that are paid by Energy Focus shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Employee’s sole responsibility. Notwithstanding the foregoing, if at any time Energy Focus determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the proportion of the COBRA premiums described above on Employee’s behalf, Energy Focus will instead pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment that will include a gross-up to cause the net after-tax amount to equal to such COBRA premium amount for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Employee’s election of COBRA coverage or payment of COBRA premiums and without regard to Employee’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. ii. All outstanding and vested stock options that are vested as of the Separation Date shall remain exercisable for one year following the Separation Date and otherwise as provided under the applicable award agreement and plan but in no event later than the last day of the option term. With respect to the restricted stock units (“RSUs”) granted to Employee on February 27, 2017 and February 26, 2018, such units shall vest in full as Executive’s fiscal year 2020 bonus; • accelerated vesting of the Separation Date and be settled RSUs granted as Executive’s 2021 Focal Equity Award that were scheduled to vest through June 30, 2021; • vesting in shares of common stock as 225% of the Separation Date for the net target number of shares to reflect any required tax withholding. The Employee’s unvested options shall terminate as of Common Stock (the Separation Date. iii. Employee shall keep the Surface Pro and Surface Book devices provided to him amount of performance determined by the Company, provided ’s Compensation Committee or its delegate to have been achieved thereunder) subject to Executive’s 2020 market value stock unit (“MVSU”) award (to which Executive is entitled without regard to termination of employment or the delivery of the Release); and • full acceleration of vesting of all other RSUs. The RSUs and MVSUs (and the shares of Company Common Stock issuable thereunder) that all Energy Focus information are accelerated pursuant to this subsection (e) shall be deleted therefrom. b. Employee acknowledges that deemed outstanding and vested prior to the payment(sDelaware Merger Effective Time and will be exchanged (and tax withheld) in accordance with Sections 5.4(f) and other (g) of the Merger Agreement. The “Effective Date” of the Release means the eighth day after the date Executive signs the Release (if it is not revoked prior thereto). The amounts specified in (a), (b) and (c) above will be paid by Company on the Effective Date. For the avoidance of doubt, the severance consideration provided under this Section 4 constitutes the entire severance payments and consideration receivable by Executive in this section 3 are solely in exchange for connection with Executive’s termination of employment and supersedes and replaces any other severance and compensation payable under the promises in this CIC Agreement, the Merger Agreement, and that in any other employment agreement with the absence of this Agreement Employee would not otherwise be entitled to this considerationCompany.

Severance Consideration. a. Subject to, to the terms of this Agreement and in consideration of EmployeeExecutive’s execution of the attached Release (Exhibit B) within 45 days of receipt (and nonno revocation during the seven-day revocation of this Agreement, Energy Focus will provide Employee period described in the following pay Release) and benefitscompliance with the terms thereof: i. If (a) the Company shall provide Executive with a lump sum payment of $448,000 (which amount represents fourteen (14) months’ current base salary), less applicable tax withholding; (b) the Company shall provide Executive with a lump sum payment of $366,545 (which amount represents fourteen (14) months of Executive’s annual target Sales Incentive Plan (SIP) award), less applicable tax withholding; (c) the Company shall provide Executive with a lump sum payment of $94,685 (which amount represents a pro rata payment of Executive’s 2021 target SIP award through April 20, 2021), less applicable tax withholding; (d) the Company shall make fourteen (14) months of premium payments on behalf of Executive and Executive’s dependents following the Effective Date (with a catch-up payment for payments deferred pending the irrevocability of the Release), up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Separation Date, Employee provided that Executive timely elects continued group to extend and continue health plan continuation coverage insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA, Energy Focus ”) for this period for Executive and his eligible dependents enrolled immediately before the Separation Date; and (e) Executive shall pay the relative proportion that it pays as be entitled to acceleration of the date hereof vesting of Executive’s stock units with respect to Employeethe Company’s (but not Employee’s spouse’s) health benefits under Common Stock as immediately prior to the employer/employee split Mergers as follows: • full acceleration of vesting of Employee’s COBRA premiums, or shall provide coverage under any self-funded plan, on behalf of Employee for Employee’s continued coverage under Energy Focus’s group health plans, for eighteen (18) months following the Separation Date (the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Period, Employee will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Employee’s eligible COBRA coverage period. For purposes of this Section, (A) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (B) any applicable insurance premiums that are paid by Energy Focus shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Employee’s sole responsibility. Notwithstanding the foregoing, if at any time Energy Focus determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the proportion of the COBRA premiums described above on Employee’s behalf, Energy Focus will instead pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment that will include a gross-up to cause the net after-tax amount to equal to such COBRA premium amount for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Employee’s election of COBRA coverage or payment of COBRA premiums and without regard to Employee’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. ii. All outstanding and vested stock options that are vested as of the Separation Date shall remain exercisable for one year following the Separation Date and otherwise as provided under the applicable award agreement and plan but in no event later than the last day of the option term. With respect to the restricted stock units (“RSUs”) granted to Employee on February 27, 2017 and February 26, 2018, such units shall vest in full as Executive’s fiscal year 2020 SIP award; • accelerated vesting of the Separation Date and be settled RSUs granted as Executive’s 2021 Focal Equity Award that were scheduled to vest through June 30, 2021; • vesting in shares of common stock as 225% of the Separation Date for the net target number of shares to reflect any required tax withholding. The Employee’s unvested options shall terminate as of Common Stock (the Separation Date. iii. Employee shall keep the Surface Pro and Surface Book devices provided to him amount of performance determined by the Company, provided ’s Compensation Committee or its delegate to have been achieved thereunder) subject to Executive’s 2020 market value stock unit (“MVSU”) award (to which Executive is entitled without regard to termination of employment or the delivery of the Release); and • full acceleration of vesting of all other RSUs. The RSUs and MVSUs (and the shares of Company Common Stock issuable thereunder) that all Energy Focus information are accelerated pursuant to this subsection (e) shall be deleted therefrom. b. Employee acknowledges that deemed outstanding and vested prior to the payment(sDelaware Merger Effective Time and will be exchanged (and tax withheld) in accordance with Sections 5.4(f) and other (g) of the Merger Agreement. The “Effective Date” of the Release means the eighth day after the date Executive signs the Release (if it is not revoked prior thereto). The amounts specified in (a), (b) and (c) above will be paid by Company on the Effective Date. For the avoidance of doubt, the severance consideration provided under this Section 4 constitutes the entire severance payments and consideration receivable by Executive in this section 3 are solely in exchange for connection with Executive’s termination of employment and supersedes and replaces any other severance and compensation payable under the promises in this CIC Agreement, the Merger Agreement, and that in any other employment agreement with the absence of this Agreement Employee would not otherwise be entitled to this considerationCompany.

Severance Consideration. a. Subject to, and in consideration of Employee’s In exchange for the execution and non-revocation of this Agreement, Energy Focus will and the mutual covenants and promises contained herein, with the exception of those contained in Section 2 and Section 4, the Company agrees as following: a. The Employee has satisfied his obligation to execute a full release of claims as required by Section 1 of the Key Employee Retention Plan (KERP) dated November 4, 2015, to prevent the forfeiture of the “Commitment Amount” previously paid to the Employee pursuant to the KERP, and Executive shall be entitled to retain such Commitment Amount. b. Where elected by Employee, to provide Employee with continued health insurance, dental, and vision insurance coverage in accordance with this clause (b). The Company shall make the following pay required COBRA payments based on Employee’s current elections for health, dental, and benefits: i. vision insurance, along with any required administrative fee (but not other amounts that might otherwise be available or elected under COBRA, such as flexible spending accounts) through November 30, 2017, or until Employee is employed at a new employer that provides health insurance coverage, whichever occurs first. If as of the Separation Date, Employee elects continued group health plan remains eligible for continuation coverage under COBRA, Energy Focus shall pay COBRA after the relative proportion that it pays as of period above expires for the date hereof with respect Company to Employee’s (but not Employee’s spouse’s) health benefits under make the employer/employee split of of Employee’s payments for COBRA premiums, or shall provide coverage under any self-funded plan, on behalf of Employee for Employee’s continued coverage under Energy Focus’s group health plans, for eighteen (18) months following the Separation Date (the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Periodcoverage, Employee will be solely responsible for the entire payment of premiums (or payment making all required payments for the cost of such remaining continuation coverage) required under COBRA for the duration of Employee’s eligible COBRA coverage period. For purposes of this Section, (A) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (B) any applicable insurance premiums that are paid by Energy Focus shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Employee’s sole responsibility. Notwithstanding the foregoing, if at any time Energy Focus determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the proportion of the COBRA premiums described above on Employee’s behalf, Energy Focus will instead pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment that will include a gross-up to . c. To cause the net after748,530 unvested time-tax amount to equal to such COBRA premium amount for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Employee’s election of COBRA coverage or payment of COBRA premiums and without regard to Employee’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. ii. All outstanding and vested stock options that are vested as of the Separation Date shall remain exercisable for one year following the Separation Date and otherwise as provided under the applicable award agreement and plan but in no event later than the last day of the option term. With respect to the restricted stock units granted awarded to Employee pursuant to the Paragon Offshore plc 2014 Omnibus Incentive Plan to become fully vested on February 27or before December 5, 2017 and February 26, 2018, such units shall vest in full as 2016. Exhibit 10.1 d. To code the Employee’s termination to permit the accelerated vesting of the Separation Date and be settled in shares of common stock as Company's matching portion of the Separation Date for the net number of shares to reflect any required tax withholding. The Employee’s unvested options shall terminate as of the Separation Date401(k) contributions. iii. e. To pay the Employee shall keep four hundred and seventy-five thousand dollars ($475,000.00), less applicable taxes and other withholdings, payable on the Surface Pro and Surface Book devices provided to him day that is ten days after the receipt by the Company, provided that all Energy Focus information shall be deleted therefrom. b. Employee acknowledges that the payment(s) and other consideration provided in this section 3 are solely in exchange for the promises in Company of a fully executed copy of this Agreement. All compensation and any other amounts lawfully owed to Employee will be paid regardless of whether Employee executes this Agreement. This includes (i) all unused vacation which was paid on November 30, 2016 and that in the absence (ii) reimbursement of this Agreement all expenses incurred by Employee would not otherwise be pursuant to which Employee is entitled to this considerationreimbursement pursuant to the Company’s policies.

Severance Consideration. a. Subject to, to the terms of this Agreement and in consideration of EmployeeExecutive’s execution of the attached Release (Exhibit B) within 45 days of receipt (and nonno revocation during the seven-day revocation of this Agreement, Energy Focus will provide Employee period described in the following pay Release) and benefitscompliance with the terms thereof: i. If (a) the Company shall provide Executive with a lump sum payment of $1,306,500 (which amount represents twenty-six (26) months’ current base salary), less applicable tax withholding; (b) the Company shall provide Executive with a lump sum payment of $1,437,150 (which amount represents twenty-six (26) months of Executive’s annual target bonus), less applicable tax withholding; (c) the Company shall provide Executive with a lump sum payment of $199,899 (which amount represents a pro rata payment of Executive’s 2021 target bonus through the April 20, 2021), less applicable tax withholding; (d) the Company shall make twenty-six (26) months of premium payments on behalf of Executive and Executive’s dependents following the Effective Date (with a catch-up payment for payments deferred pending the irrevocability of the Release), up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Separation Date, Employee provided that Executive timely elects continued group to extend and continue health plan continuation coverage insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA, Energy Focus ”) for this period for Executive and his eligible dependents enrolled immediately before the Separation Date; and (e) Executive shall pay the relative proportion that it pays as be entitled to acceleration of the date hereof vesting of Executive’s stock units with respect to Employeethe Company’s (but not Employee’s spouse’s) health benefits under Common Stock as immediately prior to the employer/employee split Mergers as follows: • full acceleration of vesting of Employee’s COBRA premiums, or shall provide coverage under any self-funded plan, on behalf of Employee for Employee’s continued coverage under Energy Focus’s group health plans, for eighteen (18) months following the Separation Date (the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Period, Employee will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Employee’s eligible COBRA coverage period. For purposes of this Section, (A) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (B) any applicable insurance premiums that are paid by Energy Focus shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Employee’s sole responsibility. Notwithstanding the foregoing, if at any time Energy Focus determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the proportion of the COBRA premiums described above on Employee’s behalf, Energy Focus will instead pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment that will include a gross-up to cause the net after-tax amount to equal to such COBRA premium amount for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Employee’s election of COBRA coverage or payment of COBRA premiums and without regard to Employee’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. ii. All outstanding and vested stock options that are vested as of the Separation Date shall remain exercisable for one year following the Separation Date and otherwise as provided under the applicable award agreement and plan but in no event later than the last day of the option term. With respect to the restricted stock units (“RSUs”) granted to Employee on February 27, 2017 and February 26, 2018, such units shall vest in full as Executive’s fiscal year 2020 bonus; • accelerated vesting of the Separation Date and be settled RSUs granted as Executive’s 2021 Focal Equity Award that were scheduled to vest through June 30, 2021; • vesting in shares of common stock as 225% of the Separation Date for the net target number of shares to reflect any required tax withholding. The Employee’s unvested options shall terminate as of Common Stock (the Separation Date. iii. Employee shall keep the Surface Pro and Surface Book devices provided to him amount of performance determined by the Company, provided ’s Compensation Committee or its delegate to have been achieved thereunder) subject to Executive’s 2020 market value stock unit (“MVSU”) award (to which Executive is entitled without regard to termination of employment or the delivery of the Release); and • full acceleration of vesting of all other RSUs. The RSUs and MVSUs (and the shares of Company Common Stock issuable thereunder) that all Energy Focus information are accelerated pursuant to this subsection (e) shall be deleted therefrom. b. Employee acknowledges that deemed outstanding and vested prior to the payment(sDelaware Merger Effective Time and will be exchanged (and tax withheld) in accordance with Sections 5.4(f) and other (g) of the Merger Agreement. The “Effective Date” of the Release means the eighth day after the date Executive signs the Release (if it is not revoked prior thereto). The amounts specified in (a), (b) and (c) above will be paid by Company on the Effective Date. For the avoidance of doubt, the severance consideration provided under this Section 4 constitutes the entire severance payments and consideration receivable by Executive in this section 3 are solely in exchange for connection with Executive’s termination of employment and supersedes and replaces any other severance and compensation payable under the promises in this CIC Agreement, the Merger Agreement, and that in any other employment agreement with the absence of this Agreement Employee would not otherwise be entitled to this considerationCompany.