exv10w2



 






EXHIBIT 10.2




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.


Grant Date: ______________



Name of Grantee: __________________________________________



Grantee’s Employee ID Number: _________



Number of RSUs Granted: ______________




	 	 	 	 	 	 	 	 	 
	Vesting Schedule:

	 	Vesting Date
	 	Vesting Percentage
	 	Shares
	 
	 	 	 	 	 	 	 	 
	

	 	First anniversary of
Grant Date
	 	 	10	%	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Second anniversary of
Grant Date
	 	 	20	%	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Third anniversary of
Grant Date
	 	 	30	%	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Fourth anniversary of
Grant Date
	 	 	40	%	 	 






     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.



	 	 	 	 	 	 	 
	Grantee:

	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	Company:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	

	 	Title:	 	 	 	 
	

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Attachment
	 	 	 	 	 	 






This is not a stock certificate or a negotiable instrument.




 









 








ADVANCED ENERGY INDUSTRIES, INC.

2003 STOCK OPTION PLAN




RESTRICTED STOCK UNITS AGREEMENT




	 	 	 	 	 
	Stock Unit Transferability	 	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.
	 
	 	 	 	 
	Vesting	 	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.
	 
	 	 	 	 
	Delivery of Stock Pursuant to
Units	 	A certificate for the shares of Stock represented by your RSUs shall be delivered to you upon
vesting, unless you properly elect to defer delivery of such Stock. If your Service terminates for
a reason other than for Cause prior to such date, the Company will deliver to you 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.
	 
	 	 	 	 
	 	 	Notwithstanding the preceding paragraph:
	 
	 	 	 	 
	

	 	•
	 	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
	 
	 	 	 	 
	

	 	•
	 	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






2









 






	 	 	 	 	 
	

	 	 	 	selling shares of Stock
due to a lock-up agreement or insider
trading plan restriction.
	 
	 	 	 	 
	Deferral of Delivery of Stock	 	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, potentially, interest for any
underpayment of tax at the ordinary
underpayment rate plus one percentage
point. While the full impact of Section
409A on awards granted under the plan is
still uncertain, RSUs that allow for
deferral of delivery of stock following
vesting are likely to be impacted. For
this reason, the Administrator may
disallow or impose restrictions on your
ability to defer delivery of your stock
after vesting.
	 
	 	 	 	 
	Withholding Taxes	 	You agree, as a condition of this grant,
that you will make acceptable
arrangements to pay any withholding or
other taxes that may be due as a result
of vesting in RSUs or your acquisition of
Stock under this grant. In the event
that the Company determines that any
federal, state, local or foreign tax or
withholding payment is required relating
to your RSUs, the Company will have the
right to: (i) require that you arrange
such payments to the Company, (ii)
withhold such amounts from other payments
due to you from the Company or any
Affiliate, or (iii) cause an immediate
forfeiture of shares of Stock subject to
the RSUs granted pursuant to this
Agreement in an amount equal to the
withholding or other taxes due.
	 
	 	 	 	 
	Retention Rights	 	This Agreement does not give you the
right to be retained or employed by the
Company (or any Affiliates) in any
capacity.
	 
	 	 	 	 
	Shareholder Rights	 	You do not have any of the rights of a
shareholder with respect to the RSUs,
unless and until the Stock relating to
the RSUs has been delivered to you.
	 
	 	 	 	 
	Adjustments	 	In the event of a stock split, a stock
dividend or a similar change in the
Company stock, the number of RSUs covered
by this grant will be adjusted (and
rounded down to the nearest whole number)
in accordance with the terms of the Plan.






3









 






	 	 	 	 	 
	Applicable Law	 	This Agreement will be interpreted and
enforced under the laws of the State of
Colorado, other than any conflicts or
choice of law rule or principle that
might otherwise refer construction or
interpretation of this Agreement to the
substantive law of another jurisdiction.
	 
	 	 	 	 
	Consent to Electronic Delivery	 	The Company may choose to deliver certain
statutory materials relating to the Plan
in electronic form. By accepting this
grant you agree that the Company may
deliver the Plan prospectus and the
Company’s annual report to you in an
electronic format. If at any time you
would prefer to receive paper copies of
these documents, as you are entitled to
receive, the Company would be pleased to
provide copies. Please contact the Stock
Plan Administrator to request paper
copies of these documents.
	 
	 	 	 	 
	The Plan	 	The text of the Plan is incorporated in
this Agreement by reference. This
Agreement and the Plan constitute the
entire understanding between you and the
Company regarding this grant of RSUs.
Any prior agreements, commitments or
negotiations concerning this grant are
superseded. The Plan will control in the
event any provision of this Agreement
should appear to be inconsistent with the
terms of the Plan.






     By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan.




4