**Exhibit      10.2(e)**

**ECHELON      CORPORATION**

**Performance      Share Agreement**

**for      Non-U.S. Employees**

**TERMS      AND CONDITIONS OF PERFORMANCE SHARES**

** **

*.g.*

***12.***
***Data      Privacy***
***.      The Employee hereby explicitly and unambiguously consents to the collection,      use      and transfer, in electronic or other form, of the Employee’s personal data as      described in this Agreement by and among, as applicable, the Employee’s      employer, the Company and its Subsidiaries and affiliates for the exclusive      purpose of implementing, administering and managing the Employee’s participation      in the Plan.***

***The      Employee understands that the Company and the Subsidiary may hold certain      personal information about the Employee, including, but not limited to, the      Employee’s name, home address and telephone number, date of birth, social      insurance number or other identification number, salary, nationality, job title,      any shares of stock or directorships held in the Company or its Subsidiaries      and      affiliates, details of all Performance Shares or any other entitlement to shares      of stock awarded, canceled, exercised, vested, unvested or outstanding in the      Employee’s favor, for the exclusive purpose of implementing, administering and      managing the Plan (“Personal Data”). The Employee understands that Personal Data      may be transferred to any third parties assisting in the implementation,      administration and management of the Plan, that these recipients may be located      in the Employee’s country, or elsewhere, and that the recipient’s country may      have different data privacy laws and protections than the Employee’s country.      The Employee understands that he or she may request a list with the names and      addresses of any potential recipients of the Personal Data by contacting the      Employee’s local human resources representative. The Employee authorizes the      recipients to receive, possess, use, retain and transfer the Personal Data,      in      electronic or other form, for the purposes of implementing, administering and      managing the Employee’s participation in the Plan, including any requisite      transfer of such Personal Data as may be required to a broker or other third      party with whom the Employee may elect to deposit any Shares received upon      vesting of the Award. The Employee understands that Personal Data will be held      only as long as is necessary to implement, administer and manage the Employee’s      participation in the Plan. The Employee understands that he or she may, at      any      time, view Personal Data, request additional information about the storage      and      processing of Personal Data, require any necessary amendments to Personal Data      or refuse or withdraw the consents herein, without cost, by contacting in      writing the Employee’s local human resources representative. The Employee      understands that refusal or withdrawal of consent may affect the Employee’s      ability to realize benefits from the Award. For more information on the      consequences of the Employee’s refusal to consent or withdrawal of consent, the      Employee understands that he or she may contact his or her local human resources      representative.***