Contract

Exhibit 10.17

0000 XXXXXXXX XXXXX

XXXXXXXXX, XX 00000

Xxxxx Xxxxxx

c/o Orion Energy Systems, Inc.

0000 Xxxxxxxx Xxxxx

Xxxxxxxxx, XX 00000

Dear Xxxxx:

As a follow-up to our previous conversation, we have mutually agreed to modify your executive employment and severance agreement, dated November 9, 2012 (“Employment Agreement”) by amending and restating the definition of “Good Reason” set forth in Section 2(k) of your Employment Agreement as follows:

“(i) “Good Reason” shall mean the occurrence of any of the following without the consent of Executive: (i) a material diminution in the Executive’s Base Salary; (ii) a material change in the geographic location at which the Executive must perform services; (iii) a material breach by Orion of any provisions of this Agreement or any option agreement with the Company to which the Executive is a party; or (iv) the Company’s employment of Xxxx X. Xxxxxxxxx as a senior executive officer of the Company.”

Please acknowledge your understanding and acceptance of this letter amending your Employment Agreement by signing and returning this letter. Except as otherwise specified in this letter, your existing Employment Agreement is not affected by this letter and by signing this letter you agree that your Employment Agreement, as modified hereby, will continue in full force and effect, and that all terms and conditions of your Employment Agreement have been fully complied with and that you do not have any outstanding claims thereunder.

Best regards,

ORION ENERGY SYSTEMS, INC.								Accepted and Agreed:
By:
		Xxxx X. Xxxxxxxxx						Xxxxx Xxxxxx
		Chief Executive Officer						Effective Date: December 1, 2012