Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 830K
2: EX-10.4 Material Contract HTML 147K
3: EX-10.8 Material Contract HTML 44K
4: EX-21.1 Subsidiaries List HTML 21K
5: EX-23.1 Consent of Experts or Counsel HTML 23K
6: EX-24.1 Power of Attorney HTML 35K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
16: R1 Document And Entity Information HTML 50K
17: R2 Consolidated Balance Sheets HTML 89K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
19: R4 Consolidated Statements of Operations HTML 124K
20: R5 Consolidated Statements of Comprehensive (Loss) HTML 38K
Income
21: R6 Consolidated Statements of Stockholders' Equity HTML 81K
22: R7 Consolidated Statements of Cash Flows HTML 142K
23: R8 Nature of Operations HTML 30K
24: R9 Summary of Significant Accounting Policies HTML 111K
25: R10 Restructuring HTML 60K
26: R11 Discontinued Operations HTML 71K
27: R12 Inventories HTML 37K
28: R13 Property and Equipment HTML 46K
29: R14 Accrued Liabilities HTML 39K
30: R15 Debt HTML 30K
31: R16 Commitments and Contingencies HTML 44K
32: R17 Stockholders' Equity HTML 169K
33: R18 Income Taxes HTML 106K
34: R19 Product and Geographic Information HTML 53K
35: R20 Related Party Transactions HTML 31K
36: R21 Legal Matters HTML 30K
37: R22 Supplementary Financial Information to Item 8. HTML 90K
38: R23 Schedule II - Schedule of Valuation and Qualifying HTML 62K
Accounts
39: R24 Summary of Significant Accounting Policies HTML 135K
(Policies)
40: R25 Summary of Significant Accounting Policies HTML 59K
(Tables)
41: R26 Restructuring (Tables) HTML 51K
42: R27 Discontinued Operations (Tables) HTML 66K
43: R28 Inventories (Tables) HTML 35K
44: R29 Property and Equipment (Tables) HTML 42K
45: R30 Accrued Liabilities (Tables) HTML 38K
46: R31 Commitments and Contingencies (Tables) HTML 39K
47: R32 Stockholders' Equity (Tables) HTML 164K
48: R33 Income Taxes (Tables) HTML 102K
49: R34 Product and Geographic Information (Tables) HTML 53K
50: R35 Supplementary Financial Information to Item 8. HTML 89K
(Tables)
51: R36 Nature of Operations - Narrative (Details) HTML 32K
52: R37 Summary of Significant Accounting Policies - HTML 86K
Narrative (Details)
53: R38 Summary of Significant Accounting Policies - HTML 49K
Reconciliation of Basic and Diluted Income (Loss)
per Share (Details)
54: R39 Summary of Significant Accounting Policies - HTML 32K
Schedule of Warranty Activity (Details)
55: R40 Restructuring - Narrative (Details) HTML 76K
56: R41 Restructuring - Restructuring Reserve (Details) HTML 48K
57: R42 Discontinued Operations - Narrative (Details) HTML 49K
58: R43 Discontinued Operations - Components Included in HTML 57K
Loss (Details)
59: R44 Discontinued Operations - Components of Loss by HTML 62K
Business (Details)
60: R45 Inventories - Schedule of Inventory (Details) HTML 37K
61: R46 Property and Equipment (Details) HTML 66K
62: R47 Accrued Liabilities (Details) HTML 45K
63: R48 Debt - Credit Facilities (Details) HTML 46K
64: R49 Debt - Borrowings (Details) HTML 38K
65: R50 Commitments and Contingencies - Future Minimum HTML 65K
Lease Payments (Details)
66: R51 Commitments and Contingencies - Narrative HTML 36K
(Details)
67: R52 Stockholders' Equity - Narrative (Details) HTML 104K
68: R53 Stockholders' Equity - Summary of Warrant Activity HTML 45K
(Details)
69: R54 Stockholders' Equity - Impact of Results for HTML 34K
Stock-Based Compensation (Details)
70: R55 Stockholders' Equity - Estimates Utilized HTML 38K
(Details)
71: R56 Stockholders' Equity - Summary of Option Activity HTML 62K
(Details)
72: R57 Stockholders' Equity - Options Outstanding and HTML 71K
Exercisable (Details)
73: R58 Stockholders' Equity - Summary of Restricted Stock HTML 51K
Activity (Details)
74: R59 Income Taxes - Narrative (Details) HTML 55K
75: R60 Income Taxes - Components of Income (Loss) from HTML 29K
Continuing Operations Before Income Tax (Details)
76: R61 Income Taxes - Components (Details) HTML 45K
77: R62 Income Taxes - Reconciliation (Details) HTML 42K
78: R63 Income Taxes - Temporary Differences (Details) HTML 39K
79: R64 Product and Geographic Information (Details) HTML 46K
80: R65 Related Party Transactions (Details) HTML 46K
81: R66 Legal Matters (Details) HTML 40K
82: R67 Supplementary Financial Information to Item 8. HTML 83K
(Details)
83: R68 Schedule II - Schedule of Valuation and Qualifying HTML 39K
Accounts (Details)
84: R9999 Uncategorized Items - efoi-20171231.xml HTML 22K
86: XML IDEA XML File -- Filing Summary XML 145K
85: EXCEL IDEA Workbook of Financial Reports XLSX 98K
10: EX-101.INS XBRL Instance -- efoi-20171231 XML 2.29M
12: EX-101.CAL XBRL Calculations -- efoi-20171231_cal XML 265K
13: EX-101.DEF XBRL Definitions -- efoi-20171231_def XML 528K
14: EX-101.LAB XBRL Labels -- efoi-20171231_lab XML 1.73M
15: EX-101.PRE XBRL Presentations -- efoi-20171231_pre XML 1.01M
11: EX-101.SCH XBRL Schema -- efoi-20171231 XSD 162K
87: ZIP XBRL Zipped Folder -- 0000924168-18-000008-xbrl Zip 239K
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (this “Agreement”) is made as of [INSERT DATE] (the “Grant Date”) between ENERGY FOCUS, INC. (the “Company”) and [INSERT NAME]
(referred to herein as “Participant”). Terms used in this Agreement with initial capital letters without definition are defined in the Energy Focus, Inc. 2014 Stock Incentive Plan (the “Plan”) and have the same meaning in this Agreement.
1. Restricted Stock Unit Award. On the Grant Date, the Company hereby grants to Participant a Stock Unit Award of [INSERT NO. OF UNITS] Units or Shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), pursuant and subject
to the terms of this Agreement and the Plan, a copy of which has been delivered or made available to Participant and is incorporated herein by reference. The Stock Award is hereinafter referred to as the “Restricted Stock Unit Award.” The number of Shares and the rights granted under this Agreement are subject to adjustment and modification as provided in the Plan. Accordingly, the total number of Shares referred to in this Section means, at any relevant time, the number of Shares stated above as such number shall then have been adjusted pursuant to the Plan.
2. Vesting. Subject to the terms of the Plan, the Restricted Stock Unit Award shall vest as described herein. Provided that Participant continues to be a Director of
the Company, the Restricted Stock Unit Award shall vest in full on [INSERT VEST DATE] (the “Vesting Date”)].
3. Termination from Board Membership. Except as otherwise set forth in the Plan or this Agreement:
(a) In General. If Participant’s termination from Board membership occurs prior to the Vesting Date for a reason other than Participant’s death or Disability, then the Restricted Stock Unit Award will automatically be canceled and forfeited and Participant shall not be entitled to any further rights in respect thereof
and the Company’s obligation with respect to the Restricted Stock Unit Award shall terminate and be of no further force or effect.
(b) Death or Disability. If Participant’s termination from Board membership occurs prior to the Vesting Date due to Participant’s death or Disability, the Restricted Stock Unit Award shall become vested in full effective as of the date of such death or Disability.
4. No Stockholder Rights. Notwithstanding anything set forth herein or in the Plan to the contrary, Participant (and Participant’s designated beneficiary) shall have no rights as a stockholder of the
Company with respect to the Shares until the date the Restricted Stock Unit Award is issued and, therefore, among other things, shall not be entitled to receive any cash dividends paid on the Shares or to any voting rights in respect of the Shares until the Restricted Stock Unit Award is issued and then only to the extent the Restricted Stock Unit Award is earned.
5. Issuance of Shares. Participant (or Participant’s designated beneficiary in the event of Participant’s death) shall be issued Shares equal to the number of Shares stated in Section 1 hereof with appropriate vesting and/or restriction requirements. The Company may elect to have such Shares issued pursuant to an electronic transfer to Participant’s (or Participant’s designated
beneficiary’s in the event of Participant’s death) brokerage account or pursuant to a stock certificate or certificates registered in Participant’s (or Participant’s designated beneficiary’s in the event of Participant’s death) name representing such Shares.
6. Transfer. The Restricted Stock Unit Award shall be transferable only at Participant’s death, by Participant’s will or pursuant to the laws of descent and distribution.
7. Governing Law/Venue. This Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of law, except to the extent superseded by the laws of the United States of America. The parties agree and acknowledge that the
laws of the State of Delaware bear a substantial relationship to the parties and/or this Agreement and that the Restricted Stock Unit Award and benefits granted herein would not be granted without the governance of this Agreement by the laws of the State of Delaware. In addition, all legal actions or proceedings relating to this Agreement shall be brought exclusively in state or federal courts located in the State of Ohio and the parties executing this Agreement hereby consent to the personal jurisdiction of such courts. In the event that it becomes necessary for the Company to institute legal proceedings under this Agreement, Participant shall be responsible to the Company for all costs and reasonable legal fees incurred by the
Company with regard to such proceedings. Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable should be construed or limited in a manner that is valid and enforceable and that comes closest to the business objectives intended by such provision, without invalidating or rendering unenforceable the remaining provisions of this Agreement.
8. Interpretation and Administration. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Administrator. The parties agree to be bound by the decisions of the Administrator with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Administrator may delegate its functions under this
Agreement to an officer of the Company designated by the Administrator (hereinafter the “designee”). In fulfilling its responsibilities hereunder, the Administrator or its designee may rely upon documents, written statements of the parties or such other material as the Administrator or its designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Administrator or its designee and that any decision of the Administrator or its designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.
9. Electronic Delivery and Consent to Electronic Participation. The
Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Unit Award grant hereunder and participation in the Plan or future Stock Awards that may be granted under the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including the acceptance of Stock Award grants and the execution of Stock Award grant agreements through electronic signature.
10. Notices. All notices requests, consents and other communications
required or provided hereunder shall be in writing and, if to the Company, shall be delivered or mailed to its principal office, and, if to Participant, shall be delivered either personally or mailed to the address of Participant appearing on the books and records of the Company.
11. Prompt Acceptance of Agreement. The Restricted Stock Unit Award evidenced by this Agreement shall, at the discretion of the Administrator, be forfeited if this Agreement is not manually executed and returned to the Company, or electronically executed by Participant by indicating Participant’s acceptance
of this Agreement in accordance with the acceptance procedures set forth on the Company’s third-party equity plan administrator’s web site, within 90 days of the Grant Date.
12. Entire Agreement. This Agreement, together with the Plan, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall control.
13. Amendment. This
Agreement may not be modified, supplemented or otherwise amended other than pursuant to a written agreement between Company and Participant.
14. No Third-Party Beneficiary. This Agreement is made for the benefit of the Company and any Subsidiary employing Participant during the term hereof.
15. Board Membership. Nothing in the Plan or this Agreement confers upon Participant any right to continue in any relationship with the Company or any Subsidiary, or limit or interfere in any with the right of the
Company or Subsidiary to terminate Participant’s Board membership at any time.
16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
17. Right of Set-Off. By accepting this Restricted Stock Unit Award, Participant consents to a deduction from, and set-off against, any amounts owed to Participant by the Company or any Subsidiary from time to time (including, but not limited to, amounts owed to Participant as Board fees) to the extent of the amounts owed to the
Company or Subsidiary under this Agreement.
18. Withholding Tax.
(a) Generally. Participant is liable and responsible for all taxes owed in connection with the Restricted Stock Unit Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock Unit Award. The Company does not make any representation or undertaking regarding the tax treatment or the treatment of any tax withholding in connection with the vesting of the Restricted Stock
Unit Award. The Company does not commit and is under no obligation to structure the Restricted Stock Unit Award or the vesting of the Restricted Stock Unit Award to reduce or eliminate Participant's tax liability.
(b) Payment of Withholding Taxes. Prior to any event in connection with the Restricted Stock Unit Award (e.g., vesting) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any employment tax obligation (the “Tax Withholding Obligation”), Participant is required to arrange for the satisfaction
of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company. Unless Participant elects to satisfy the Tax Withholding Obligation by an alternative means that is then permitted by the Company, Participant’s acceptance of this Agreement constitutes Participant’s instruction and authorization to the Company to withhold on Participant’s behalf the number of Shares from those Shares issuable to Participant under this Restricted Stock Unit Award as the Company determines to be sufficient to satisfy the Tax Withholding Obligation as and when any such Tax Withholding Obligation becomes due. In the case of
any amounts withheld for taxes pursuant to this provision in the form of Shares, the amount withheld shall not exceed the minimum required by applicable law and regulations.
19. No Representations Regarding Tax Consequences. Participant acknowledges and agrees that the Company has made no warranties or representations to Participant with respect to the tax consequences (including, but not limited to, income tax consequences) related to the Restricted Stock Unit Award granted under this Agreement, and Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. Participant acknowledges that the
Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for Participant.
20. Headings. Section and subsection headings contained in this Agreement are inserted for the convenience of reference only. Section and subsection headings shall not be deemed to be a part of this Agreement for any purpose, and they shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.
[signatures
on the next page]
Restricted Stock Unit Award Agreement
For Non-Employee Directors
(signature page)
ENERGY FOCUS, INC.
By:
Name:
Title:
Attest:
Name:
Title:
Accepted
by:
X Participant Name:
1
Dates Referenced Herein and Documents Incorporated by Reference
