exv10w10



 






Exhibit 10.10




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	 	 	25%		 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Second anniversary of Grant Date	 	 	25%		 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Third anniversary of Grant Date	 	 	25%		 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Fourth anniversary of Grant Date	 	 	25%		 	 	 	 






     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
Vesting of RSUs

	 	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.
	 
	 	 
	 

	 	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 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






2









 






	 	 	 
	 

	 	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.
	 
	 	 
	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, unless you have received
written notice otherwise, the
Administrator does not intend to allow
for such deferral, unless and until the
likely impact of Section 409A on
including feature in your RSUs is better
understood.
	 
	 	 
	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.
	 
	 	 
	Employment Rights

	 	This Agreement does not confer on the
Grantee any right with respect to
continuance of employment or other
service with the Company or of its
affiliates, nor will it interfere in any
way with any right the Company or its
affiliates would otherwise have to
terminate or modify the terms of such
Grantee’s employment or other service at
any time.
	 
	 	 
	 

	 	Grantee acknowledges and understands that
this grant of RSUs and any future RSUs
granted under the Plan are wholly
discretionary in nature and are not to be
considered part of any normal or expected
compensation that is or would be subject
to severance, resignation, redundancy or
similar






3









 






	 	 	 
	 

	 	pay, other than to the extent
required by local law.
	 
	 	 
	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.
	 
	 	 
	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.
	 
	 	 
	Consent to Process Personal
Data

	 	Grantee acknowledges that in order to
perform its requirements under this Plan,
the Company and its affiliates may
process sensitive personal data about
Grantee. Such data include but are not
limited to the information provided above
and any changes thereto and other
appropriate personal and financial data
about Grantee. Grantee hereby gives
explicit consent to the Company to
process any such personal data and/or
sensitive personal data. Grantee also
hereby gives explicit consent to the
Company to transfer any such personal
data and/or sensitive personal data
outside the country in which Grantee is
employed, and to the United States. The
legal persons for whom such personal data
are intended are Advanced Energy
Industries, Inc. and E*TRADE. Grantee
has been informed of his/her right of
access and correction to his/her personal
data by applying to Advanced Energy’s
stock plan administrator.
	 
	 	 





4









 






	 	 	 
	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.
	 
	 	 
	 

	 	Grantee understands that the Company has reserved the right to
amend or terminate the Plan at any time, and that the grant of an
RSU under the Plan at one time does not in any way obligate the
Company or its affiliates to grant additional RSUs in any future
year or in any given amount.






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



5









 





ADVANCED ENERGY INDUSTRIES, INC.

2003 STOCK OPTION PLAN




RESTRICTED STOCK UNIT AGREEMENT ADDENDUM



This Addendum is incorporated into the Restricted Stock Unit Agreement (“Agreement”), granted under
the Advanced Energy Industries, Inc. 2003 Stock Option Plan, as amended (the “Plan”). The
provisions set forth below shall apply to certain Grantees performing services outside the United
States as specified herein. As designated below, the provisions set forth in this Addendum shall
substitute the identified corresponding provisions of the Agreement in their entirety.



The following shall apply with respect to the vesting of an RSU if, on the date of such vesting,
the Grantee is resident in China:




	 	 	 
	Delivery of Stock
Pursuant to Vesting of
RSUs

	 	Upon the vesting of this RSU,
Grantee shall authorize the Company
to direct the broker to immediately
sell any and all shares of Stock
that otherwise would have been
delivered net of applicable
withholding taxes and acquisition
consideration due to the Company.
This Agreement shall serve as
Grantee’s express authorization to
immediately sell any and all shares
of Stock to be acquired upon the
vesting of this RSU. As soon as
reasonably practical, Grantee shall
be entitled to payment of the
proceeds resulting from such sale,
net of the applicable tax
withholding and acquisition
consideration (if any) due to the
Company.
	 
	 	 
	Withholding Taxes

	 	You agree, as a condition of this
grant, that the Company shall have
the right to cause an immediate
forfeiture of a number of shares of
Stock subject to the RSUs granted
pursuant to this Agreement in an
amount equal to the withholding or
other taxes due to the Company.







6