EXHIBIT 10.1
Amendment No. 1 to
Advanced Energy Industries, Inc.
2003 Stock Option Plan
January 31, 2005
This
Amendment No. 1 amends the Advanced Energy Industries, Inc.
2003 Stock Option Plan adopted February 12, 2003 (the “
Plan ”).
1. A
new paragraph (f) is added to Section 11 [Restricted
Stock Awards] to read as follows:
(f) Restricted
Stock Units . Awards of Restricted Stock also may take the form
of Restricted Stock Units, which shall be subject to an Award
Agreement between the Company and the applicable
Participant.
(i)
Vesting . Restricted Stock Units shall vest over a period of
time to be established by the Administrator at the time of grant.
Each award of Restricted Stock Units may be subject to a different
vesting schedule. At the time of the grant, the Administrator may,
in its sole discretion, prescribe restrictions in addition to or
other than the expiration of the vesting period, including the
satisfaction of corporate or individual performance objectives,
which may be applicable to all or any portion of the Restricted
Stock Units.
(ii)
Payment for Shares . At the time Shares are issued to the
Participant pursuant to Restricted Stock Units, the Participant
shall be required, to the extent required by applicable law, to
purchase such Shares from the Company at a purchase price equal to
the aggregate par value of the Shares represented by such
Restricted Stock. The purchase price, if any, shall be payable in
cash or, in the discretion of the Administrator, in consideration
for past Services rendered to the Company or for such other form of
consideration determined by the Administrator.
(iii)
Withholding Taxes . The Company shall have the right to
deduct from the Shares issuable pursuant to Restricted Stock Units,
or to accept from the Participant the tender of, a number of whole
Shares having a fair market value, as determined by the
Administrato
