ADVANCED ENERGY INDUSTRIES, INC.
    2008 OMNIBUS INCENTIVE PLAN
    Adopted February 15, 2008
  As
    Amended May 4, 2010
  SUBJECT
    TO STOCKHOLDER APPROVAL
    1.
    PURPOSE    2.
    DEFINITIONS    Affiliate Regulation 1.414(c)-2(b)(2)(i), Regulation 1.414(c)-2(b)(2)(i).
  Annual Incentive Award Section 14
  Award
  Award Agreement
  Benefit Arrangement Section 15
  Board
  Cause
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Code
  Committee Section 3.2
  Company
  Corporate Transaction
  Covered Employee
  Disability
  Dividend Equivalent Right Section 13
  Effective Date
  Exchange Act
  Fair Market Value
  Family Member mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law,
  Grant Date
 2




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Grantee
  Incentive Stock Option
  Non-qualified Stock Option
  Option
  Option Price
  Other Agreement Section 15
  Outside Director
  Performance Award Section 14
  Performance-Based Compensation
  Performance Measures Section 14
  Performance Period and/or
  Performance Share Section 14
  Performance Unit Section 14
  Plan
  Prior Plans
  Purchase Price
  Reporting Person
  Restricted Stock Section 10
  SAR Exercise Price Section 9
  Securities Act
  Service
 3




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Service Provider
  Stock
  Stock Appreciation Right SAR Section 9
  Stock Unit Section 10
  Subsidiary
  Substitute Awards
  Ten Percent Stockholder
  Unrestricted Stock Section 11
  3.
    ADMINISTRATION
    OF THE PLAN  3.1
    Board
    3.2
    Committee.
  Section 3.1
  Rule 16b-3
     4




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3.3
    Terms of Awards.
                    3.4
    No Repricing.
  Section 17 Section 5.3
 5




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3.5
    Deferral Arrangement.
    3.6
    No Liability.
    3.7
    Share Issuance/Book-Entry
    4.
    STOCK
    SUBJECT TO THE PLAN  4.1
    Number of Shares Available for Awards
  Section 17 Section 17
  4.2
    Adjustments in Authorized Shares
  Section 4
  4.3
    Share Usage
  Section 4.1 Section 12.2 Section 18.3
 6




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5.
    EFFECTIVE
    DATE, DURATION AND AMENDMENTS  5.1
    Effective Date.
  The Plan shall be effective as of the Effective
    Date.
  5.2
    Term.
  Section 5.3
  5.3
    Amendment and Termination of the Plan
    6.
    AWARD
    ELIGIBILITY AND LIMITATIONS  6.1
    Service Providers and Other Persons
  Section 6
  6.2
    Successive Awards and Substitute Awards.
  Sections 8.1 9.1
  6.3
    Limitation on Shares of Stock Subject to
    Awards.
      Section 6
  Section 6.3 Section 17
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7.
    AWARD
    AGREEMENT    8.
    TERMS AND
    CONDITIONS OF OPTIONS  8.1
    Option Price
  provided however
  8.2
    Vesting.
  Sections 8.3 and 17.3 Section 8.2
  8.3
    Term.
  provided however
  8.4
    Termination of Service.
    8.5
    Limitations on Exercise of Option.
  Section 17
  8.6
    Method of Exercise.
  Article 12 Section 18.3 and/or
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8.7
    Rights of Holders of Options
  Section 17
  8.8
    Delivery of Stock Certificates.
    8.9
    Transferability of Options
  Section 8.10 Section 8.10
  8.10
    Family Transfers.
  Section 8.10 Section 8.10 Section 8.10 Section 8.4 Section 8.4
  8.11
    Limitations on Incentive Stock Options.
    8.12
    Notice of Disqualifying Disposition
   9




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9.
    TERMS AND
    CONDITIONS OF STOCK APPRECIATION RIGHTS  9.1
    Right to Payment and Grant Price.
    9.2
    Other Terms.
  and/or
  9.3
    Term.
    9.4
    Transferability of SARS
  Section 9.5 Section 9.5
  9.5
    Family Transfers.
  Section 9.5 Section 9.5 Section 9.5
  10.
    TERMS AND
    CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS  10.1
    Grant of Restricted Stock or Stock Units.
   10




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10.2
    Restrictions.
  Article 14
  10.3
    Restricted Stock Certificates.
  provided however
  10.4
    Rights of Holders of Restricted Stock.
    10.5
    Rights of Holders of Stock Units.
  10.5.1
    Voting and Dividend Rights.
    10.5.2
    Creditors Rights.
    10.6
    Termination of Service.
   11




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10.7
    Purchase of Restricted Stock and Shares Subject to Stock
    Units.
  Section 12
  10.8
    Delivery of Stock.
    11 TERMS
    AND CONDITIONS OF UNRESTRICTED STOCK AWARDS
    12
    FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK
  12.1
    General Rule.
    12.2
    Surrender of Stock.
    12.3
    Cashless Exercise.
  Section 18.3
  12.4
    Other Forms of Payment.
   12




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13 TERMS
    AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS
  13.1
    Dividend Equivalent Rights.
    13.2
    Termination of Service.
    14 TERMS
    AND CONDITIONS OF PERFORMANCE SHARES, PERFORMANCE UNITS,
    PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS
  14.1
    Grant of Performance Units/Performance
    Shares.
  and/or
  14.2
    Value of Performance Units/Performance
    Shares.
  and/or
  14.3
    Earning of Performance Units/Performance
    Shares.
    14.4
    Form and Timing of Payment of Performance Units/Performance
    Shares.
   13




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14.5
    Performance Conditions.
    14.6
    Performance Awards or Annual Incentive Awards Granted to
    Designated Covered Employees.
  and/or Section 14.6
  14.6.1
    Performance Goals Generally.
  Section 14.6 and/or and/or
  14.6.2
    Timing For Establishing Performance Goals.
    14.6.3
    Settlement of Awards; Other Terms.
    14.6.4
    Performance Measures.
               14




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and/or
                          and/or and/or Section 14
  14.6.5
    Evaluation of Performance.
  and/or
  14.6.6
    Adjustment of Performance-Based
    Compensation.
    14.6.7
    Board Discretion.
  and/or
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Section 14.6.4
  14.7
    Status of Section Awards Under Code
    Section 162(m).
  Section 14.6 Section 14.6
  15
    PARACHUTE LIMITATIONS
  and
  16
    REQUIREMENTS OF LAW
  16.1
    General.
   16




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16.2
    Rule 16b-3.
  Rule 16b-3 Rule 16b-3, Rule 16b-3
  17 EFFECT
    OF CHANGES IN CAPITALIZATION
  17.1
    Changes in Stock.
  Section 6.3 and/or
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17.2
    Reorganization in Which the Company Is the Surviving Entity
    Which does not Constitute a Corporate
    Transaction.
  Section 17.3
  17.3
    Corporate Transaction in which Awards are not
    Assumed.
          and/or
  fifteen-day
  17.4
    Corporation Transaction in which Awards are
    Assumed.
   18




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17.5
    Adjustments
  Section 17 Sections 17.1, 17.2,
    17.3 17.4 Section 17
  17.6
    No Limitations on Company.
    18
    GENERAL PROVISIONS
  18.1
    Disclaimer of Rights.
    18.2
    Nonexclusivity of the Plan.
    18.3
    Withholding Taxes.
   19




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Section 18.3
  18.4
    Captions.
    18.5
    Other Provisions.
    18.6
    Number and Gender.
    18.7
    Severability.
    18.8
    Governing Law.
    18.9
    Code Section 409A.
   20