ADVANCED ENERGY INDUSTRIES,
INC.
2003 STOCK OPTION PLAN
RESTRICTED STOCK UNIT
AGREEMENT
Advanced Energy
Industries, Inc., a Delaware corporation (the “
Company ”), hereby grants restricted stock
units (“ RSUs ”) relating to shares of
its common stock, $0.001 par value (the " Stock
”), to the individual named below as the Grantee. The terms
and conditions of the grant are set forth in this Agreement and in
the Advanced Energy Industries, Inc. 2003 Stock Option Plan, as
amended (the “ Plan ”). Capitalized terms
used but not defined in this Agreement have the meanings given to
them in the Plan.
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Grantee’s
Employee ID number:
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Vesting
Schedule:
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Vesting
Date
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Vesting Percentage
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Shares
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First
anniversary of Grant Date
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25%
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Second
anniversary of Grant Date
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25%
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Third
anniversary of Grant Date
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25%
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Fourth
anniversary of Grant Date
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25%
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By signing
this cover sheet, you agree to all of the terms and conditions
described in this Agreement and in the Plan, a copy of which will
be provided on request. You acknowledge that you have carefully
reviewed the Plan and agree that the Plan will control in the event
any provision of this Agreement should appear to be inconsistent
with the terms of the Plan.
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(Signature)
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(Signature)
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Title:
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This is not a stock certificate
or a negotiable instrument.
ADVANCED ENERGY INDUSTRIES,
INC.
2003 STOCK OPTION PLAN
RESTRICTED STOCK UNITS
AGREEMENT
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Stock Unit
Transferability
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This grant is
an award of restricted stock units in the number set forth on the
cover sheet, subject to the vesting conditions described below
(“ RSUs ”). Your RSUs may not be
transferred, assigned, pledged or hypothecated, whether by
operation of law or otherwise, nor may your RSUs be made subject to
execution, attachment or similar process.
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Your RSUs shall
vest according to the schedule set forth on the cover sheet;
provided , that, you remain in Service on the
relevant vesting dates. If your Service terminates for any reason,
you will forfeit any RSUs in which you have not yet become
vested.
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Delivery of
Stock Pursuant to Vesting of RSUs
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A certificate
for the shares of Stock represented by your RSUs typically shall be
delivered to you upon vesting, unless the Administrator (in its
sole discretion) allows you elect to defer delivery of such Stock
and you make such election in a timely manner. If your Service
terminates for a reason other than for Cause prior to such date,
you will instead be delivered a certificate for the vested portion
of your RSUs represented by this Agreement. If your Service
terminates for Cause, you shall forfeit of all of your
RSUs.
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Notwithstanding
the preceding paragraph:
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If you are a
“key employee” within the meaning of Section 409A of
the Code and shares would otherwise be delivered to you on account
of your separation from Service, then such shares shall not be
delivered to you until six months after your separation from
Service; and
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If the shares
relating to the vested RSUs would otherwise be delivered during a
period in which you are (i) subject to a lock-up agreement
restricting your ability to sell shares of Stock in the open market
or (ii) restricted from selling shares of Stock in the open
market because you are not then eligible to sell under the
Company’s insider trading or similar plan as then in effect
(whether because a trading window is not open or you are otherwise
restricted from trading), delivery of the shares related to the
vested RSUs may be delayed until no earlier than the first date on
which you are no longer prohibited from selling shares of Stock due
to a lock-up agreement or insider trading plan restriction;
provided, however, that the delivery of the shares related to
vested RSUs will be
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2
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made within
2 1
/ 2 months
after the end of taxable year in which the RSUs vest, or such other
time as is required to comply with the requirements of Section 409A
of the Internal Revenue Code.
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Deferral of
Delivery of Stock
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The American
Jobs Creation Act of 2004 added new Section 409A to the
Internal Revenue Code. Section 409A of the Internal Revenue
Code provides that deferred compensation that is not structured to
satisfy Section 409A may result in accelerated federal income
taxation, a 20% penalty tax applied in addition to federal income
tax otherwise owed and, po
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