**Exhibit 10.2(o)**

**ECHELON CORPORATION**

**RESTRICTED STOCK AWARD AGREEMENT**

**TERMS AND CONDITIONS OF RESTRICTEDSTOCK AWARD**

**NOTICE OF GRANT**

By executing the Grant Acceptance process and using the services on this Smith Barney Benefit Access® website, you, [**Name**] (the “Employee”) and Echelon Corporation (the “Company”) agree that this Award is granted under and governed by theterms and conditions of the Company’s 1997 Stock Plan (“Plan”) and the Terms and Conditions of Restricted Stock Award (the “Agreement”). Employee has reviewed the Plan and this Agreement in its entirety, has had anopportunity to obtain the advice of counsel prior to accepting this Award and fully understands provisions of the Plan and this Agreement. 

 

The Company hereby grants the Employee an Award of Restricted Stock under the Plan covering[INSERT NUMBER] Shares of Restricted Stock as of [INSERT DATE] (the “Date of Grant”). This Award is subject to the provisions of the Agreement and of the Plan. 

**Vesting of Restricted Stock**: The Restricted Stock will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE], subject to the Employee continuing to be a Service Provider throughthe applicable vesting date. 

*IMPORTANT:*

****Your signature below indicates your agreement and understanding that this Award is subject to all of the terms and conditions contained in Appendix A and the Plan. For example, importantadditional information on vesting and forfeiture of the Restricted Stock is contained in paragraphs 2 through 5 of Appendix A. **PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THISAGREEMENT.**

 
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**ECHELON CORPORATION**
  **EMPLOYEE** 
 
  
 
 **[NAME]**  **[NAME]** 
 
   **[TITLE]**   Date:                       Date:                      
 
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**APPENDIX A**

**TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD**

Grant #                     

1. Grant. The Company hereby grants to the Employee, under the Plan, Shares of Restricted Stock, subject to all of theterms and conditions in this Agreement and the Plan. Par value will be deemed paid by the Employee for each Share of Restricted Stock by future services rendered by the Employee, and will be subject to the appropriate tax withholdings. 

2. Escrow of Shares. 

(a) All Shares of Restricted Stock will, upon execution of this Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares ofRestricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date the Employee ceases to be a Service Provider of the Company. 

(b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock inescrow while acting in good faith and in the exercise of its judgment. 

(c) Upon the Employee’s termination as a ServiceProvider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. The Employee hereby appoints theEscrow Holder with full power of substitution, as the Employee’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Employee to take any action and execute all documents and instruments,including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. 

(d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to the Employee after theyvest following the Employee’s request that the Escrow Holder do so. 

(e) Subject to the terms hereof, the Employee willhave all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. 

(f) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the RestrictedStock or otherwise note its records as to the restrictions on transfer set forth in this Agreement. 

 
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3. VestingSchedule/Period of Restriction. Except as otherwise provided in paragraph 4 of this Agreement, and subject to paragraph 5, the Shares of Restricted Stock awarded by this Agreement shall vest in accordance with the vesting schedule set forth inthe Notice of Grant, subject to the Employee’s continuing to be a Service Provider on each relevant vesting date. Notwithstanding anything in this paragraph 3 to the contrary, and except as otherwise provided by the Administrator, vesting ofthe Shares of Restricted Stock shall be suspended during any unpaid leave of absence other than military leave and will resume on the date the Employee returns to work on a regular schedule as determined by the Company; provided, however, that novesting credit will be awarded for the time vesting has been suspended during such leave of absence. 

4. AdministratorDiscretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Shares of Restricted Stock at any time, subject to the terms of the Plan. If so accelerated, suchShares of Restricted Stock will be considered as having vested as of the date specified by the Administrator. 

5.Forfeiture. Notwithstanding any contrary provision of this Agreement, the balance of the Shares of Restricted Stock that have not vested pursuant to paragraphs 3, 4 or 11 at the time of the Employee’s termination as a Service Providerfor any or no reason will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the date of such termination and the Employee will have no further rights thereunder. The Employee hereby appointsthe Escrow Agent with full power of substitution, as the Employee’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Employee to take any action and execute all documents and instruments,including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares to the Company upon such termination of service. 

6. Death of Employee. Any distribution or delivery to be made to the Employee under this Agreement will, if the Employee is thendeceased, be made to the administrator or executor of the Employee’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to theCompany to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 

7.Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to paragraph 2, unless and until satisfactoryarrangements (as determined by the Administrator) will have been made by the Employee with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares. The Company willwithhold a portion of the vested Shares that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company. No fractional Shares will bewithheld or issued pursuant to the grant of Restricted Stock and the release of vested Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. The Company, in itsdiscretion, may, and with respect to its executive officers (as determined by the Company) will, withhold an amount equal to two (2) times the fair market value of a Share from the last paycheck due to the Employee prior to the vesting of theShares of Restricted Stock. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of whole Shares, the Company will reimburse the Employee for the excess amounts. Byaccepting this Award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 7. 

 
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8. Rights asStockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificatesrepresenting such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee or the Escrow Agent (including through electronic deliveryto a brokerage account). Except as provided in paragraph 2, after such issuance, recordation and delivery, the Employee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends anddistributions on such Shares. 

9. No Effect on Employment. Subject to any employment contract with the Employee, theterms of Employee’s employment will be determined from time to time by the Company, or the Affiliate employing the Employee, as the case may be, and the Company, or the Affiliate employing the Employee, as the case may be, will have the right,which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause. The transactions contemplated hereunder and the vesting schedule set forth inthe Notice of Grant do not constitute an express or implied promise of continued employment for any period of time. 

10.Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company, in care of Human Resources Department, at Echelon Corporation, 550 Meridian Avenue, San Jose, CA 95126, or at suchother address as the Company may hereafter designate in writing. 

11. Changes in Shares of Restricted Stock. In theevent that as a result of a stock or extraordinary cash dividend, stock split, distribution, reclassification, recapitalization, combination of Shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger,consolidation, spin-off or other corporate transaction or event, Shares of Restricted Stock will be increased, reduced or otherwise affected, and by virtue of any such event the Employee will in his or her capacity as owner of unvested Shares ofRestricted Stock which have been awarded to him or her (the “Prior Shares of Restricted Stock”) be entitled to new or additional or different shares of stock, cash or other securities or property (other than rights or warrants to purchasesecurities); such new or additional or different shares, cash or securities or property will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions that were applicable to thePrior Shares of Restricted Stock pursuant to this Agreement and the Plan. If the Employee receives rights or warrants with respect to any Prior Shares of Restricted Stock, such rights or warrants may be held or exercised by the Employee, providedthat until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to allof the conditions and restrictions which were applicable to the Prior Shares of Restricted Stock pursuant to the Plan and this Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion ofsuch new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. 

 
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12.Transferability. Except as otherwise expressly provided in paragraph 6 above, this Award and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, hypothecated or disposed of in any way (whether byoperation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to sell, transfer, pledge, assign, hypothecate or otherwise dispose of this Award, or of any right or privilege conferredhereby, or upon any attempted sale under any execution, attachment or similar process, this Award and the rights and privileges conferred hereby immediately shall become null and void. 

13. Restrictions on Sale of Securities. The vested Shares released from escrow under this Agreement will be registered under thefederal securities laws and will be freely tradable upon receipt. However, your subsequent sale of the Shares will be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s insider tradingpolicies, and any other applicable securities laws. 

14. Binding Agreement. Subject to the limitation on thetransferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 

15. Additional Conditions to Release from Escrow. The Company shall not be required to issue any certificate or certificates forShares hereunder or release such Shares from the escrow established pursuant to paragraph 2 prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock isthen listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body,which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Administrator shall, in its absolutediscretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the Restricted Stock as the Administrator may establish from time to time for reasons of administrativeconvenience. 

16. Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of aconflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Agreement will have the meaning set forth in the Plan.

17. Administrator Authority. The Administrator will have the power to interpret the Plan and this Agreement and toadopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares of RestrictedStock have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon the Employee, the Company and all other interested persons. No member of the Administrator willbe personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. 

 
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18. Captions.Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. 

19. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability willnot be construed to have any effect on, the remaining provisions of this Agreement. 

20. Modifications to theAgreement. This Agreement and the Plan constitute the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, orinducements other than those contained herein. Notwithstanding anything to the contrary in the Plan or this Agreement, the parties agree to work in good faith to revise this Agreement as necessary to comply with Section 409A of the InternalRevenue Code of 1986, as amended (the “Code”) or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Award of Restricted Stock. 

21. Amendment, Suspension or Termination of the Plan. By accepting this Award, the Employee expressly warrants that he or she hasreceived an Award of Restricted Stock under the Plan, and has received, read and understood a description of the Plan. The Employee understands that the Plan is discretionary in nature and may be modified, suspended or terminated by the Company atany time. 

22. Notice of Governing Law. This grant of Restricted Stock shall be governed by, and construed inaccordance with, the laws of the State of California without regard to principles of conflict of laws. 

 
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