exv10w1



 






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 Administrator, equal to all or any part of the federal, state,
local and foreign taxes, if any, required by law to be withheld by the Company with
respect to the Restricted Stock Units or the Shares acquired pursuant thereto.
Alternatively or in addition, in its sole discretion,


 









 





the Company shall have the right to require Participant, through payroll
withholding, cash payment or otherwise, to make adequate provision for any such tax
withholding obligations of the Company arising in connection with the Restricted
Stock Units or the Shares acquired pursuant thereto.




          (iv) Termination of Service. Unless otherwise provided in an Award
Agreement or in writing after the Award Agreement is issued, upon the termination of
the Participant’s Service, any Restricted Stock Units held by such Participant that
have not vested, or with respect to which all applicable restrictions and conditions
have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of
Restricted Stock Units, the Grantee shall have no further rights with respect to
such award.




          (v) Transferability. Awards of Restricted Stock Units shall be subject
to the transferability restrictions applicable to options granted under this Plan,
as set forth in Section 6(c).




          (vi) Rights of a Holder. Participant shall have no rights as a
shareholder with respect to the Shares covered by his or her Restricted Stock Units
until the date of the issuance to him or her of a share certificate for the Shares,
and no adjustment will be made for dividends or other rights for which the record
date is prior to the date the certificate is issued. A holder of Restricted Stock
Units shall have no rights other than those of a general creditor of the Company.
Restricted Stock Units shall represent an unfunded and unsecured obligation of the
Company, subject to the terms and conditions of the applicable Award Agreement.




          (vii) Amendment. The Administrator shall have the power to modify,
extend, or renew outstanding Restricted Stock Units or authorize the grant of new
Restricted Stock Units in substitution therefor, provided that any such action may
not have the effect of significantly impairing any rights or obligations of any
Restricted Stock Unit previously granted without the consent of the affected
Participant.



          2. The Administrator shall have the power to interpret the provisions of the Plan
that, prior to this amendment, were applicable to options granted pursuant to the Plan
and/or the Shares issuable on exercise thereof, to be applicable also to Restricted Stock
Units and/or the shares subject thereto.



 









 





          3. Except as set forth herein, all other terms of the Plan shall be unaffected by this
Amendment No. 1 and shall remain in full force and effect.