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Energy Focus, Inc/DE – ‘10-Q’ for 3/31/19 – ‘EX-10.1’

On:  Monday, 7/22/19, at 4:10pm ET   ·   For:  3/31/19   ·   Accession #:  924168-19-79   ·   File #:  1-36583

Previous ‘10-Q’:  ‘10-Q’ on 11/9/18 for 9/30/18   ·   Next:  ‘10-Q’ on 9/13/19 for 6/30/19   ·   Latest:  ‘10-Q’ on 5/13/24 for 3/31/24   ·   2 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 7/22/19  Energy Focus, Inc/DE              10-Q        3/31/19   59:4.7M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    375K 
 2: EX-10.1     Material Contract                                   HTML     32K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     23K 
12: R1          Document And Entity Information                     HTML     46K 
13: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    126K 
14: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     41K 
                (Parentheticals)                                                 
15: R4          Condensed Consolidated Statements of Operations     HTML     67K 
                (Unaudited)                                                      
16: R5          Condensed Consolidated Statements of Comprehensive  HTML     32K 
                Loss (Unaudited)                                                 
17: R6          Condensed Consolidated Statements of Changes in     HTML     53K 
                Stockholders' Equity (Unaudited)                                 
18: R7          Condensed Consolidated Statements of Cash Flows     HTML    102K 
                (Unaudited)                                                      
19: R8          Nature of Operations                                HTML     23K 
20: R9          Basis of Presentation and Summary of Significant    HTML     90K 
                Accounting Policies                                              
21: R10         Restructuring                                       HTML     40K 
22: R11         Inventories                                         HTML     31K 
23: R12         Property and Equipment and Assets Held For Sale     HTML     41K 
24: R13         Leases                                              HTML    193K 
25: R14         Debt                                                HTML     30K 
26: R15         Income Taxes                                        HTML     25K 
27: R16         Stockholders' Equity                                HTML     80K 
28: R17         Commitments and Contingencies                       HTML     23K 
29: R18         Basis of Presentation and Summary of Significant    HTML     78K 
                Accounting Policies (Policies)                                   
30: R19         Basis of Presentation and Summary of Significant    HTML     60K 
                Accounting Policies (Tables)                                     
31: R20         Restructuring (Tables)                              HTML     27K 
32: R21         Inventories (Tables)                                HTML     32K 
33: R22         Property and Equipment and Assets Held For Sale     HTML     39K 
                (Tables)                                                         
34: R23         Leases (Tables)                                     HTML    129K 
35: R24         Stockholders' Equity (Tables)                       HTML     84K 
36: R25         Basis of Presentation and Summary of Significant    HTML     71K 
                Accounting Policies - Narrative (Details)                        
37: R26         Basis of Presentation and Summary of Significant    HTML     27K 
                Accounting Policies - Disaggregation of Revenue                  
                (Details)                                                        
38: R27         Basis of Presentation and Summary of Significant    HTML     32K 
                Accounting Policies - Reconciliation of Basic and                
                Diluted Loss per Share (Details)                                 
39: R28         Basis of Presentation and Summary of Significant    HTML     30K 
                Accounting Policies - Warranty Activity (Details)                
40: R29         Restructuring - Narrative (Details)                 HTML     46K 
41: R30         Restructuring - Reconciliation of Restructuring     HTML     28K 
                Liability (Details)                                              
42: R31         Inventories (Details)                               HTML     31K 
43: R32         Property and Equipment and Assets Held For Sale -   HTML     59K 
                Schedule of Property and Equipment (Details)                     
44: R33         Property and Equipment and Assets Held For Sale -   HTML     26K 
                Proceeds From Sale (Details)                                     
45: R34         Leases - Narrative (Details)                        HTML     35K 
46: R35         Leases - Components of Lease Cost (Details)         HTML     35K 
47: R36         Leases - Schedule of Supplemental Balance Sheet     HTML     37K 
                Information (Details)                                            
48: R37         Leases - Schedule of Future Maturities of Lease     HTML     93K 
                Liabilities (Details)                                            
49: R38         Leases - Schedule of Supplemental Cash Flow         HTML     25K 
                Information (Details)                                            
50: R39         Debt - Narrative (Details)                          HTML     45K 
51: R40         Income Taxes - Narrative (Details)                  HTML     25K 
52: R41         Stockholders' Equity - Stock-Based Compensation     HTML     34K 
                (Details)                                                        
53: R42         Stockholders' Equity - Stock Options and a Summary  HTML     85K 
                of Activity (Details)                                            
54: R43         Stockholders' Equity - Restricted Stock Units       HTML     50K 
                (Details)                                                        
55: R44         Commitments and Contingencies Purchase obligations  HTML     24K 
                (Details)                                                        
56: R9999       Uncategorized Items - efoi-20190331.xml             HTML     27K 
58: XML         IDEA XML File -- Filing Summary                      XML    102K 
57: EXCEL       IDEA Workbook of Financial Reports                  XLSX     59K 
 6: EX-101.INS  XBRL Instance -- efoi-20190331                       XML   1.21M 
 8: EX-101.CAL  XBRL Calculations -- efoi-20190331_cal               XML    216K 
 9: EX-101.DEF  XBRL Definitions -- efoi-20190331_def                XML    304K 
10: EX-101.LAB  XBRL Labels -- efoi-20190331_lab                     XML   1.16M 
11: EX-101.PRE  XBRL Presentations -- efoi-20190331_pre              XML    665K 
 7: EX-101.SCH  XBRL Schema -- efoi-20190331                         XSD    106K 
59: ZIP         XBRL Zipped Folder -- 0000924168-19-000079-xbrl      Zip    149K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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  Exhibit  
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Exhibit 10.1


June 18, 2019

Offer of Employment

Dear Tod:

It is with great enthusiasm that we extend to you this formal offer of employment for the position of CFO & President with Energy Focus, Inc., based out of the Solon office. With your acceptance of this offer we suggest a start date of July 1st, 2019. In this position you would report directly to James Tu, Chairman & CEO of Energy Focus. This offer is contingent upon successful completion of numbered items 8 and 9 below.

Our offer for employment includes:

Base salary - Your starting annualized base salary will be $225,000. We pay on a bi-weekly basis which equates to $8,653.85. All salary payments are paid to the current date and are contingent upon your ongoing active employment status.

1.
Performance Bonus - You will be eligible to earn an annual discretionary bonus. This bonus is based upon the Company's operational and financial performance as well as your individual performance. Payment of the bonus is contingent upon your continued employment with the Company at the time bonus is paid and will be paid in accordance with the Executive Bonus Plan approved by the Board of Directors.

2.
Equity Award - To be determined based on the executive compensation structure to be approved by the Energy Focus Board of Directors in June-July 2019.

3.
Benefits - You are entitled to participate in the standard benefits program, which the company offers to its eligible employees. A summary of the programs which are currently in place is set forth below. The specific terms of each benefit apply.


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A.
Medical, Dental, Vision benefits - You and your eligible dependents will be eligible for company medical, dental and vision benefit programs effective with your first day of employment. The company pays full medical, dental, and vision benefits for the HSA plan, there is no payroll deduction towards the cost of these premiums. The company also offers a PPO plan where the employee cost is available to be paid through payroll deduction.

B.
Life Insurance benefits - You will be eligible for $50,000 of group term life insurance at no cost to you effective with your first day of employment. Additional voluntary life insurance is available for you and your dependents at your own cost.

C.
STD/LTD benefits - You will be eligible for both short-term and long-term disability benefits at no cost to you effective with your first day of employment.
D.
Company 401(k) - You will be able to participate in the company's 401(k) program on the first of the month following three months of employment.

E.
Employee Stock Purchase Plan - You will be eligible to participate in the company's stock purchase plan. This plan allows you to purchase the Company's stock at a 15% discount through payroll deduction. Entrance dates are January 1 and July 1 every year.

F.
Vacation/Holidays - In addition to the company's 10 paid holidays, we are pleased to offer you paid time off (PTO} hours that will start accruing on your first day of employment. We offer you three weeks of PTO. You will accrue 120 hours or 15 days of PTO over 12 months. PTO hours accrue every two weeks on your pay date. You will be eligible for a fourth week of PTO at your fifth employment anniversary date.



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4.
Expenses - Energy Focus will reimburse you for all company approved business travel and entertainment expenses within the guidelines of the company's Travel and Entertainment Expense Policy. All Travel and Entertainment expenses must be submitted via expense reports including receipts.

5.
New Hire Documentation - As part of the hiring process, you will be required to complete certain Federal, State and company documentation. In compliance with federal law, all persons hired will be required to verify identity and eligibility to work in the United States and to complete the required employment eligibility verification document form upon hire.

6.
Company Handbook/Confidentiality Agreement - Due to the large amount of intellectual property and other company propriety factors as well as company rules and standards, we require you to sign several agreements upon joining the company that confirm your commitment to confidentiality, code of conduct and ethical behavior.

7.
At Will Employment - The employment relationship between you and the Company shall be "at will"; terminable by either party at any time for any or no reason.

8.
Pre-Employment Drug Screen - The offer of employment contained in this letter is contingent upon you successfully completing and passing a pre-employment drug screen. Please be sure to bring with you a valid driver's license when going to your pre-employment drug test. The testing locations and other testing information would be given to you after your acceptance of the employment offer and you will be required to take the test prior to your first day.

9.
Background and Reference Check - The offer of employment contained in this letter is contingent upon the successful completion of your reference check. The offer of employment in this letter is also contingent upon you successfully completing and passing a background check. Prior to or immediately following your start date a background screening will be completed. A release statement would


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be provided to you for completion and submission to me in order to facilitate the screen.


Tod, we believe that this is an excellent career opportunity and we look forward to having you join the team at Energy Focus. If you have any questions, please do not hesitate to call me at (571) 246-3957. Please note that this offer is set to expire on June 19th, 5PM EDT.

Best regards,

/s/ James Tu

James Tu Chairman & CEO Energy Focus, Inc


Accepted by Tod Nestor: (please Sign and Date below)

/s/ Tod Nestor_____6/18/19_____________________


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:7/22/198-K
6/18/19
For Period end:3/31/19NT 10-Q
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/17/22  Energy Focus, Inc./DE             10-K       12/31/21  109:10M
 3/25/21  Energy Focus, Inc./DE             10-K       12/31/20  102:9.9M
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Filing Submission 0000924168-19-000079   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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