Exhibit 10.3
ADVANCED ENERGY INDUSTRIES, INC.
2003 STOCK OPTION PLAN
STANDARD STOCK OPTION AGREEMENT
The
Optionee described in the accompanying Notice of Option Grant has
been awarded an option to purchase common stock of Advanced Energy
Industries, Inc. (“Option”), the terms of which are
contained in:
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this Standard Stock Option Agreement
(“Agreement”);
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the
Notice of Option Grant (the “Notice”); and
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the
Advanced Energy Industries, Inc. 2003 Stock Option Plan (the
“Plan”).
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This Agreement is
entered into by and between the Optionee and Advanced Energy
Industries, Inc. (“AEI”), as of the Grant Date
specified in the Notice.
1.
Defined Terms . Specified in the Notice are the Optionee,
the Grant Date (which is the effective date of this Option), the
number of Shares subject to this Agreement, the Exercise Price per
Share and the latest Expiration Date. Other terms used but not
defined in this Agreement have the meanings given to them in the
Plan.
2.
Exercisability . Subject to the limitations herein, this
Option is exercisable in installments according to the vesting
schedule set forth in the Notice. An installment shall not become
exercisable on the otherwise applicable vesting date for that
installment if the Optionee’s Date of Termination (see
Section 4 below) occurs on or before that date. This Option
may be exercised on or after the Date of Termination (if at all)
only as to that portion of the Shares as to which it was
exercisable immediately before the Date of Termination. Further
vesting of this Option shall be suspended on and after the
91 st
day of the Optionee’s approved
leave of absence (unless such suspension is prohibited by law) and
will resume (without credit for the suspension period) if and when
the leave of absence terminates before the Optionee’s Date of
Termination.
3.
Termination . This Option shall terminate, and cease to be
exercisable, on the close of business of the last business day that
occurs on or before the earliest to occur of:
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(i)
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the
date the Optionee voluntarily terminates Service before retirement
(as described in (vi) below), is terminated for Cause, or
terminates for any other reason not described below in this
section;
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(ii)
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the
91 st day of a leave of absence, or such
later date that the Optionee’s right to reemployment is no
longer guaranteed by law or by agreement with the
Company;
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(iii)
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if
the Optionee is terminated by the Company involuntarily,
180 days after the Date of Termination;
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(iv)
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if
the Optionee terminates Service by reason of disability as defined
in Plan Section 9(c), the period of twenty-four
(24) months after the Date of Termination;
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-1-
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(v)
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if
the Optionee terminates Service by reason of the Optionee’s
death, the period of twelve (12) months after the date of
death;
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(vi)
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if
the Optionee retires by terminating after having attained age 60
and having earned 5 or more years of continuous Service, the 3-year
anniversary of the Date of Termination; and
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(vii)
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the
expiration date listed in the Notice (or, if earlier, the 10-year
anniversary of the Grant Date).
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This Option may
terminate earlier than the date described above in this section in
connection with a Change in Control as provided under
Section 10 of the Plan.
4. Date
of Termination . An Optionee’s “Date of
Termination” is the first day after the Grant Date on which
the Optionee is no longer in the Service of the Company, regardless
of the reason for such termination. For purposes of this
definition, the Optionee’s Service shall not be considered
terminated while the Optionee is on a leave of absence from the
Company until the leave exceeds 90 days or such later date as
the Optionee’s right to employment is no longer guaranteed by
statute or contract. If, as a result of a sale or other
transaction, (i) the Optionee’s employer ceases to be an
entity within the Company and (ii) the Optionee is not, at the
end of the 30-day period following the transaction, employed by the
Company, then the occurrence of such transaction shall be treated
as the Optionee’s Date of Termination caused by the Optionee
being discharged by the Company involuntarily.
5. Method
of Exercise . Subject to its terms, this Option may be
exercised in whole or in part by filing a written notice with
AEI’s stock plan administrator at its corporate headquarters
before this Option terminates. Such notice shall specify the number
of Shares which the Optionee elects to purchase and will include
payment of the Exercise Price for such Shares. Payment shall be by
cash or personal check payable to Advanced Energy Industries, Inc.
In addition to any other method approved by the Administrator, this
Option may be exercised by (i) delivery (or attestation, if
acceptable to the Administrator) of Shares owned by the Optionee
having an aggregate Fair Market Value (valued as of the date of
exercise) that is equal to the amount of cash that wo
