X0202 3 2007-12-18 0 0001409375 ORION ENERGY SYSTEMS, INC. OESX 0001418607 Scribante John H 1204 PILGRIM ROAD PLYMOUTH WI 53073 1 Sr. VP of Business Development Common Stock 231110 I By TMS Trust Stock Options (right to buy) 2.25 2014-03-24 Common Stock 16000 D Stock Options (right to buy) 2.25 2014-07-31 Common Stock 125000 D Stock Options (right to buy) 2.5 2016-06-02 Common Stock 100000 D Series B Convertible Preferred Stock Common Stock 19230 I By TMS Trust Grant to reporting person of option to buy shares under the 2003 Stock Option Plan. This option, granted March 24, 2004, vests and becomes exercisable in 20% increments on March 31, 2005, 2006, 2007, 2008 and 2009, respectively. Grant to reporting person of option to buy shares under the 2003 Stock Option Plan. This option, granted July 31, 2004, vests and becomes exercisable as follows: 10% on August 1, 2004, 30% on March 31, 2006, 50% on March 31, 2007, 70% on March 31, 2008, 90% on March 31, 2009, and 100% on March 31, 2010. Grant to reporting person of option to buy shares under the 2004 Equity Incentive Plan. This option, granted June 2, 2006, vests and becomes exercisable in 20% increments on March 31, 2007, 2008, 2009, 2010 and 2011, respectively. The Series B Convertible Preferred Stock is convertible into shares of Common Stock on a one-for-one basis and has no expiration date. scribantepoa.HTM Peter C. Underwood, Attorney-in-Fact 2007-12-18