Ehxibit 10.2(h) ECHELON CORPORATION PERFORMANCE SHARE AGREEMENT


    

      Exhibit
        10.2(h)


      ECHELON
        CORPORATION

       

      Performance
        Share Agreement

       

       

      TERMS
        AND CONDITIONS OF PERFORMANCE SHARES

       

      By
        executing the Grant Acceptance process and using the services on this Smith
        Barney Benefit Access® website, you the Employee and Echelon Corporation (the
“Company”) agree that this Award is granted under and governed by the terms and
        conditions of the Company’s 1997 Stock Plan (“ Plan”) and the Terms and
        Conditions of Performance Shares (the “Agreement”), which may be amended or
        modified from time to time. Employee has reviewed the Plan and this Agreement
        in
        its entirety, has had an opportunity to obtain the advice of counsel prior
        to
        accepting this Award and fully understands provisions of the Plan and this
        Agreement. Employee hereby agrees to accept as binding, conclusive and final
        all
        decisions or interpretations of the Administrator upon any questions relating
        to
        the Plan and this Agreement. Employee further agrees to promptly notify the
        Company upon any change in the Employee’s residence address.

       

       

      ____________________

       

       

      The
        Company hereby grants the employee, an award of Performance Shares under
        the
        Plan. This Award is subject to the provisions of the Agreement and of the
        Plan.

       

      1. Grant.
        The
        Company hereby grants to the Employee under the 1997 Plan Performance Shares,
        subject to all of the terms and conditions in this Agreement and the Plan.
        When
        the Performance Shares are paid to the Employee, par value will be deemed
        paid
        by the Employee for each Performance Share by past services rendered by the
        Employee, and will be subject to the appropriate tax withholdings.

       

      2. Company’s
        Obligation to Pay.
        Each
        Performance Share has a value equal to the Fair Market Value of a Share on
        the
        date of grant. Unless and until the Performance Shares have vested in the
        manner
        set forth in paragraphs 3 or 4, the Employee will have no right to payment
        of such Performance Shares. Prior to actual payment of any vested Performance
        Shares, such Performance Shares will represent an unsecured obligation.


       

      3. Vesting
        Schedule/Period of Restriction.
        Except
        as otherwise provided in paragraph 4 of
        this
        Agreement, the Performance Shares awarded by this Agreement shall vest in
        accordance with the vesting schedule set forth in the Exhibit A, 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 of the Performance Shares
        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 no vesting credit will
        be
        awarded for the time vesting has been suspended during such leave of
        absence.

       

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

       

      5. Payment
        after Vesting.
        Any
        Performance Shares that vest in accordance with paragraph 3 or 4 will be
        paid to
        the Employee (or in the event of the Employee’s death, to his or her estate) in
        Shares which have an aggregate Fair Market Value equal to the value of the
        earned Performance Shares at vesting as soon as practicable following the
        date
        of vesting, subject to paragraph 8. 

       

      6. Forfeiture.
        Notwithstanding any contrary provision of this Agreement, the balance of
        the
        Performance Shares that have not vested pursuant to paragraphs 3 or 4 at
        the
        time of the Employee’s termination as a Service Provider for any or no reason
        will be forfeited and automatically transferred to and reacquired by the
        Company
        at no cost to the Company. The Employee shall not be entitled to a refund
        of the
        price paid for the Performance Shares forfeited to the Company pursuant to
        this
        paragraph 6. 

       

      7. Death
        of Employee.
        Any
        distribution or delivery to be made to the Employee under this Agreement
        will,
        if the Employee is then deceased, 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 the Company to establish the validity of the transfer
        and compliance with any laws or regulations pertaining to said
        transfer.

       

      8. Withholding
        of Taxes.
        When
        the Shares are issued as payment for vested Performance Shares, the Employee
        will recognize immediate U.S. taxable income if the Employee is a U.S. taxpayer.
        If the Employee is a non-U.S. taxpayer, the Employee will be subject to
        applicable taxes in his or her jurisdiction. The Company will withhold a
        portion
        of the vested Performance 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 be withheld or issued pursuant to the grant of Performance Shares and
        the
        issuance of Shares thereunder; any additional withholding necessary for this
        reason will be done by the Company through the Employee’s paycheck. The Company,
        in its discretion, 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 the Performance Shares. 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. In the event the withholding requirements are not
        satisfied through the withholding of Shares (or, through the Employee’s
        paycheck, as indicated above), no payment will be made to the Employee (or
        his
        or her estate) for Performance Shares unless and until satisfactory arrangements
        (as determined by the Administrator) have been made by the Employee with
        respect
        to the payment of any income and other taxes which the Company determines
        must
        be withheld or collected with respect to such Performance Shares. By accepting
        this Award, the Employee expressly consents to the withholding of Shares
        and to
        any additional cash withholding as provided for in this
        paragraph 8.

       

      9. Rights
        as Stockholder.
        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 certificates representing 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 (including through electronic delivery to a brokerage account).
        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 and distributions on such Shares. 

       

      10. No
        Effect on Employment.
        Subject
        to any employment contract with the Employee, the terms of such 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 in the Summary
        of
        Grant do not constitute an express or implied promise of continued employment
        for any period of time. 

       

      11. 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 such other address
        as the Company may hereafter designate in writing.

       

      12. Grant
        is Not Transferable.
        Except
        to the limited extent provided in paragraph 7 above, this grant of Performance
        Shares and the rights and privileges conferred hereby will not be sold, pledged,
        assigned, hypothecated, transferred or disposed of any way (whether by operation
        of law or otherwise) and will not be subject to sale under execution, attachment
        or similar process, until you have been issued the Shares. Upon any attempt
        to
        sell, pledge, assign, hypothecate, transfer or otherwise dispose of this
        grant,
        or any right or privilege conferred hereby, or upon any attempted sale under
        any
        execution, attachment or similar process, this grant and the rights and
        privileges conferred hereby immediately will become null and void. 

       

      13. Restrictions
        on Sale of Securities.
        The
        Shares issued as payment for vested Performance Shares awarded under this
        Agreement will be registered under the federal 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 trading policies, and any other
        applicable securities laws.

       

      14. Binding
        Agreement.
        Subject
        to the limitation on the transferability 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 Issuance of Certificates for Shares.
        The
        Company shall not be required to issue any certificate or certificates for
        Shares hereunder 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 is then 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 absolute discretion, determine to be necessary
        or advisable; and (d) the lapse of such reasonable period of time following
        the date of vesting of the Performance Shares as the Administrator may establish
        from time to time for reasons of administrative convenience.

       

      16. Plan
        Governs.
        This
        Agreement is subject to all terms and provisions of the Plan. In the event
        of a
        conflict 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
        to adopt 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
        Performance Shares 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 will be personally liable for any action, determination
        or
        interpretation made in good faith with respect to the Plan or this Agreement.
        

       

      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 will not be construed to have any effect on, the remaining
        provisions of this Agreement.

       

      20. Modifications
        to the Agreement.
        This
        Agreement constitutes 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, or inducements other
        than those contained herein. Modifications to this Agreement or the Plan
        can be
        made only in an express written contract executed by a duly authorized officer
        of the Company.

       

      21. Amendment,
        Suspension or Termination of the Plan.
        By
        accepting this Award, the Employee expressly warrants that he or she has
        received a right to purchase 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 at any time.

       

      22. Notice
        of Governing Law.
        This
        grant of Performance Shares shall be governed by, and construed in accordance
        with, the laws of the State of California without regard to principles of
        conflict of laws.

       

      



      
        
           

        

        
           

          
          

        

        
           

        

      


       

      Exhibit
        A

       

      


       

      Vesting
        of this Award is subject to specific performance requirements of the Company.
        The performance requirement is such that within three years from the date
        of
        grant, the Company must have achieved (calculated as of the date of announcement
        of its quarterly earnings) at least two (2) consecutive quarters of
        profitability, calculated on a non-GAPP basis excluding equity compensation
        or
        any other extraordinary expense, as reasonably determined by the Compensation
        Committee of the Board of Directors. If the performance criterion is not
        met
        during that three year period, then the Performance Shares will not vest
        and
        shall be returned to the Plan. If all or substantially all of the stock or
        assets of the Company are acquired, then the performance requirement will
        automatically be eliminated and the Performance Shares shall vest.