ADVANCED ENERGY INDUSTRIES INC (Form: 8-K, Received: 05/10/2013 16:51:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 8-K

________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2013

________________________________________________

Advanced Energy Industries, Inc.

(Exact name of registrant as specified in its charter)

________________________________________________



Delaware	000-26966	84-0846841
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



1625 Sharp Point Drive, Fort Collins, Colorado				80525
(Address of principal executive offices)				(Zip Code)



(970) 221-4670
(Registrant's telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on December 6, 2011, the Compensation Committee of the Board of Directors of Advanced Energy Industries, Inc. (the “Company”) adopted the 2012-2014 Long Term Incentive Plan (the “LTI Plan”). The LTI Plan is a performance-based equity plan under the Company 2008 Omnibus Incentive Plan, as amended, with performance stock options and performance stock units vesting based upon the return on net assets and operating income achieved by the Company during each year of the LTI Plan. On May 8, 2013, the Company granted 43,103 performance stock options and 50,287 performance restricted stock units to Mr. Garry Rogerson, Chief Executive Officer, under the LTI Plan related to the 2013 performance period, which represent the maximum amount of such awards that may vest if the Company were to achieve the applicable annual stretch goal for return on net assets. The LTI Plan provides for minimum vesting of 25% of the maximum award, so long as the Company has positive operating income for the fiscal year.

On May 8, 2013, Mr. Rogerson also was granted 42,135 restricted stock units pursuant to the 2008 Plan. One third of such award (or 14,045 shares) vests on each of May 9, 2013, September 30, 2013 and December 31, 2013, so long as Mr. Rogerson continues to be employed by the Company through each vesting date.

Item 9.01 Financial Statements and Exhibits.



(d)	Exhibits
10.1	Form of Notice of Grant for Restricted Stock Unit

10.2	Form of Restricted Stock Unit Agreement

10.3	Form of Notice of Grant of Stock Option

10.4	Form of Incentive Stock Option Agreement

10.5	Form of Non-Qualified Stock Option Agreement

10.6	Form of LTI Notice of Grant

10.7	Form of LTI Performance Stock Option Agreement

10.8	Form of LTI Performance Stock Unit Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




		/s/ Thomas O. McGimpsey
Date: May 10, 2013		Thomas O. McGimpsey
		Executive Vice President of Corporate Development and General Counsel

EXHIBIT INDEX



Exhibit Number		Description
10.1		Form of Notice of Grant for Restricted Stock Unit

10.2		Form of Restricted Stock Unit Agreement

10.3		Form of Notice of Grant of Stock Option

10.4		Form of Incentive Stock Option Agreement

10.5		Form of Non-Qualified Stock Option Agreement

10.6		Form of LTI Notice of Grant

10.7		Form of LTI Performance Stock Option Agreement

10.8		Form of LTI Performance Stock Unit Agreement



Notice of Grant of Award and Award Agreement	Advanced Energy Industries, Inc. ID: 84-0846841 1625 Sharp Point Drive Fort Collins, CO 80525 (970) 221-4670



NAME ADDRESS	Award Number: Plan: ID:

You have been granted an award of restricted stock units. These units are restricted until the vest date(s) shown below, at which time you will receive shares of Advanced Energy Industries, Inc. (the Company) common stock, subject to the terms and conditions in the 2008 Omnibus Incentive Plan and the 2008 Omnibus Incentive Plan Restricted Stock Unit Agreement, as follows:




Date of Grant:

Exercise Price Per Share:

Total Number of Shares Granted:

Type of Award:	Restricted Stock Unit

The award will vest in increments on the date(s) shown.



	Shares	Vest Date

This award is granted under and governed by the terms and conditions of the Company's Award Plan, as amended, and the Award Agreement, all of which are attached and made a part of this document.

Advanced Energy Industries, Inc.

Garry Rogerson

Chief Executive Officer

ADVANCED ENERGY INDUSTRIES, INC.

2008 OMNIBUS INCENTIVE 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. 2008 Omnibus Incentive Plan (the “ Plan ”). Capitalized terms used but not defined in this Agreement have the meanings given to them in the Plan.

Attachment

This is not a stock certificate or a negotiable instrument.



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. Notwithstanding anything in this Agreement to the contrary, your RSUs shall not vest unless and until you confirm that you are not obliged to make any Hart-Scott-Rodino filings in connection with the vesting of your award of RSUs.
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 made within 2 ½ 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 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. 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.
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.
Corporate Transaction	Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, the RSUs will become 100% vested if it is not assumed, or equivalent RSUs are not substituted for the RSUs, by the Company or its successor .



Employment Rights	This Agreement does not confer on you 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 your employment or other service at any time. You acknowledge and understand 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 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	You acknowledge that in order to perform its requirements under this Plan, the Company and its affiliates may process sensitive personal data about you. Such data include but are not limited to the information provided above and any changes thereto and other appropriate personal and financial data about you. You hereby give explicit consent to the Company to process any such personal data and/or sensitive personal data. You also hereby give explicit consent to the Company to transfer any such personal data and/or sensitive personal data outside the country in which you are employed, and to the United States. The legal persons for whom such personal data are intended are Advanced Energy Industries, Inc. and E*TRADE. You have been informed of your right of access and correction to your personal data by applying to Advanced Energy’s stock plan administrator.



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. You understand 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 accepting this Agreement, you agree to all of the terms and conditions described above and in the Plan.

ADVANCED ENERGY INDUSTRIES, INC.

2008 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT ADDENDUM

This Addendum is incorporated into the Restricted Stock Unit Agreement (“Agreement”), granted under the Advanced Energy Industries, Inc. 2008 Omnibus Incentive Plan (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, you are a resident in China :



Delivery of Stock Pursuant to Vesting of RSUs	Upon the vesting of this RSU, you 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 your 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, you 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.



Notice of Grant of Stock Options and Option Agreement	Advanced Energy Industries, Inc. ID: 84-0846841 1625 Sharp Point Drive Fort Collins, CO 80525 (970) 221-4670



FIRST_NAME LAST_NAME ADDRESS	Grant Number: Plan: ID:

You have been granted an option to purchase Common Stock of Advanced Energy Industries, Inc. (the Company), subject to the terms and conditions in the 2008 Omnibus Incentive Plan and the 2008 Omnibus Incentive Plan Stock Option Agreement, as follows:



Date of Grant:

Exercise Price Per Share:

Total Number of Shares Granted:

Total Option Price:

Type of Option:

Expiration Date of Option:

Shares in each period will become fully vested on the date shown.



	Shares	Vest Date

These options are granted under and governed by the terms and conditions of the Company's Stock Option Plan, as amended, and the Option Agreement, all of which are attached and made a part of this document.

Advanced Energy Industries, Inc.

ADVANCED ENERGY INDUSTRIES, INC.

2008 OMNIBUS INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

Advanced Energy Industries, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $0.001 par value, (the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this Agreement, the Notice of Option Grant (the “Notice”), and in the Company’s 2008 Omnibus Incentive Plan (the “Plan”).

Attachment

This is not a stock certificate or a negotiable instrument.



Incentive Stock Option		This option is intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly. If you cease to be an employee of the Company, its parent or a subsidiary (“Employee”) but continue to provide Service, this option will be deemed a nonstatutory stock option three months after you cease to be an Employee. In addition, to the extent that all or part of this option exceeds the $100,000 rule of section 422(d) of the Internal Revenue Code, this option or the lesser excess part will be deemed to be a nonstatutory stock option.
Vesting		This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan. No additional shares of Stock will vest after your Service has terminated for any reason.
Term		Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your option will expire earlier if your Service terminates, as described below.
Regular Termination		If your Service terminates for any reason, other than death, Disability, Cause or Retirement, then your option will expire at the close of business at Company headquarters on the 90th day after your termination date.
Termination for Cause		If your Service is terminated for Cause, then you shall immediately forfeit all rights to your option and the option shall immediately expire.



Death		If your Service terminates because of your death, then your option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve month period, your estate or heirs may exercise the vested portion of your option. In addition, if you die during the 90-day period described in connection with a regular termination (i.e., a termination of your Service not on account of your death, Disability, Cause or Retirement), and a vested portion of your option has not yet been exercised, then your option will instead expire on the date twelve (12) months after your termination date. In such a case, during the period following your death up to the date twelve (12) months after your termination date, your estate or heirs may exercise the vested portion of your option.
Disability		If your Service terminates because of your Disability, then your option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.
Retirement		If your Service terminates because of your Retirement (as defined below), then your option will expire at the close of business at Company headquarters on the date thirty-six (36) months after your termination date. “Retirement” shall mean your voluntary termination after having attained age sixty (60) and having earned five (5) years or more of continuous Service.
Leaves of Absence		For purposes of this option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
Notice of Exercise		When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many shares you wish to purchase (in a parcel of at least 100 shares generally). Your notice must also specify how your shares of Stock should be registered (e.g. in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.



Form of Payment		When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms: • Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company. • Shares of Stock which have already been owned by you and which are surrendered to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. If you are a resident of China you must pay the exercise price through the immediate sale of shares acquired through exercise and remitting to the Company a sufficient portion of the proceeds to pay the aggregate exercise price and tax withholding.
Withholding Taxes		You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Stock acquired under this option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate. Subject to the prior approval of the Company, which may be withheld by the Company, in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the Company to withhold shares of Stock otherwise issuable to you or by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.
Corporate Transaction		Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this option will become 100% vested if it is not assumed, or equivalent options are not substituted for the options, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the option will expire one year after the date of termination.



Transfer of Option		During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way.
Retention Rights		Neither your option nor this Agreement gives you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. The Company (and any parent, Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason.
Shareholder Rights		You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan.
Forfeiture of Rights		If during your term of Service you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: (i) a forfeiture of any outstanding option, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company and ending twelve (12) months following such termination of Service (A) a forfeiture of any gain recognized by you upon the exercise of an option or (B) a forfeiture of any Stock acquired by you upon the exercise of an option (but the Company will pay you the option price without interest). Unless otherwise specified in an employment or other agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your employment or other relationship with the Company or its Affiliates or at the time of your termination of Service. Under the prior sentence, ownership of less than 1% of the securities of a public company shall not be treated as an action in competition with the Company.



Adjustments		In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this option and the option price per share shall be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity 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.
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 option. Any prior agreements, commitments or negotiations concerning this option are superseded.
Data Privacy		In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery		The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this option 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, the Company would be pleased to provide copies. Please contact the Company’s Stock Plan Administrator to request paper copies of these documents.
Certain Dispositions		If you sell or otherwise dispose of Stock acquired pursuant to the exercise of this option sooner than the one year anniversary of the date you acquired the Stock, then you agree to notify the Company in writing of the date of sale or disposition, the number of shares of Stock sold or disposed of and the sale price per share within 30 days of such sale or disposition.



Immediate Sale of Shares for Residents of China		Upon the exercise of this option, if you are a resident of China, you shall authorize and direct a broker to immediately sell any and all shares that otherwise would have been delivered, net of applicable taxes and exercise consideration due the Company. This Agreement shall serve as your express authorization to sell immediately any and all shares acquired upon the exercise of this option. As soon as reasonably practical, you shall be entitled to payment of the proceeds resulting from such disposition, net of the applicable tax withholding and exercise consideration due to the Company.

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

ADVANCED ENERGY INDUSTRIES, INC.

2008 OMNIBUS INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

Attachment

This is not a stock certificate or a negotiable instrument.



Non-Qualified Stock Option		This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.
Vesting		This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan. No additional shares of Stock will vest after your Service has terminated for any reason.
Term		Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your option will expire earlier if your Service terminates, as described below.
Regular Termination		If your Service terminates for any reason, other than death, Disability, Cause or Retirement, then your option will expire at the close of business at Company headquarters on the 90th day after your termination date.
Termination for Cause		If your Service is terminated for Cause, then you shall immediately forfeit all rights to your option and the option shall immediately expire.



Death		If your Service terminates because of your death, then your option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve month period, your estate or heirs may exercise the vested portion of your option. In addition, if you die during the 90-day period described in connection with a regular termination (i.e., a termination of your Service not on account of your death, Disability, Cause or Retirement), and a vested portion of your option has not yet been exercised, then your option will instead expire on the date twelve (12) months after your termination date. In such a case, during the period following your death up to the date twelve (12) months after your termination date, your estate or heirs may exercise the vested portion of your option.
Disability		If your Service terminates because of your Disability, then your option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.
Retirement		If your Service terminates because of your Retirement (as defined below), then your option will expire at the close of business at Company headquarters on the date thirty-six (36) months after your termination date. “Retirement” shall mean your voluntary termination after having attained age sixty (60) and having earned five (5) years or more of continuous Service.
Leaves of Absence		For purposes of this option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
Notice of Exercise		When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many shares you wish to purchase (in a parcel of at least 100 shares generally). Your notice must also specify how your shares of Stock should be registered (e.g. in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.



Form of Payment		When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms: • Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company. • Shares of Stock which have already been owned by you and which are surrendered to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. If you are a resident of China you must pay the exercise price through the immediate sale of shares acquired through exercise and remitting to the Company a sufficient portion of the proceeds to pay the aggregate exercise price and tax withholding.
Withholding Taxes		You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Stock acquired under this option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate. Subject to the prior approval of the Company, which may be withheld by the Company, in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the Company to withhold shares of Stock otherwise issuable to you or by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.
Corporate Transaction		Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this option will become 100% vested if it is not assumed, or equivalent options are not substituted for the options, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the option will expire one year after the date of termination.



Transfer of Option		During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way.
Retention Rights		Neither your option nor this Agreement gives you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. The Company (and any parent, Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason.
Shareholder Rights		You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan.
Forfeiture of Rights		If during your term of Service you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: (i) a forfeiture of any outstanding option, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company and ending twelve (12) months following such termination of Service (A) a forfeiture of any gain recognized by you upon the exercise of an option or (B) a forfeiture of any Stock acquired by you upon the exercise of an option (but the Company will pay you the option price without interest). Unless otherwise specified in an employment or other agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your employment or other relationship with the Company or its Affiliates or at the time of your termination of Service. Under the prior sentence, ownership of less than 1% of the securities of a public company shall not be treated as an action in competition with the Company.



Adjustments		In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this option and the option price per share shall be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity 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.
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 option. Any prior agreements, commitments or negotiations concerning this option are superseded.
Data Privacy		In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery		The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this option 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, the Company would be pleased to provide copies. Please contact the Company’s Stock Plan Administrator to request paper copies of these documents.



Immediate Sale of Shares for Residents of China		Upon the exercise of this option, if you are a resident of China, you shall authorize and direct a broker to immediately sell any and all shares that otherwise would have been delivered, net of applicable taxes and exercise consideration due the Company. This Agreement shall serve as your express authorization to sell immediately any and all shares acquired upon the exercise of this option. As soon as reasonably practical, you shall be entitled to payment of the proceeds resulting from such disposition, net of the applicable tax withholding and exercise consideration due to the Company.

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



Notice of Grant Form For Performance Stock Options and Award of Performance Stock Units	Advanced Energy Industries, Inc. ID: 84-0846841 1625 Sharp Point Drive Fort Collins, CO 80525 (970) 221-4670



NAME ADDRESS	Grant Number: Plan: ID:

LTI PERFORMANCE STOCK OPTION (PSO) GRANT

You have been granted a performance-based option to purchase Common Stock of Advanced Energy Industries, Inc. (the Company), subject to the terms and conditions in the 2008 Omnibus Incentive Plan, the Executive Long-Term Incentive Plan and the Performance Stock Option Agreement, as follows:



Date of Grant:

Exercise Price Per Share:

Total Number of Shares Granted:

Total Option Price:

Type of Option:	Performance Stock Option (PSO)

Expiration Date of Option:	If performance metrics not met for (PERFORMANCE PERIOD) as set forth in the Executive Long Term Incentive Plan

The number of shares that vest will be determined based on the Company meeting or exceeding the performance metrics outlined in the Executive Long-Term Incentive Plan.

LTI PERFORMANCE SHARE UNIT (PSU) GRANT

In addition to the PSO grant outlined above, you are also the recipient of a performance-based award of _______ performance stock units (PSUs), subject to the terms and conditions in the 2008 Omnibus Incentive Plan, the Executive Long-Term Incentive Plan and the Performance Stock Unit Agreement. This award may result in shares of the Company's common stock being granted and vested, if the Company meets or exceeds the performance metrics outlined in the Executive Long-Term Incentive Plan. Please note that the Company may settle all or a portion of the shares underlying the PSUs by the payment of cash as outlined in the Executive Long-Term Incentive Plan.

These PSOs and PSUs are granted and awarded, respectively, under and governed by the terms and conditions of the Company's 2008 Omnibus Incentive Plan, as amended, the Performance Stock Option Agreement, the Performance Stock Unit Agreement, and the Executive Long-Term Incentive Plan, all of which are attached and made a part of this document.

Advanced Energy Industries, Inc.

ADVANCED ENERGY INDUSTRIES, INC.

2008 OMNIBUS INCENTIVE PLAN

PERFORMANCE STOCK OPTION AGREEMENT

Advanced Energy Industries, a Delaware corporation (the “Company”), hereby grants Incentive Stock Options (or ISOs) and/or Non-Qualified Stock Options (or NQs) to purchase shares of its common stock, $0.001 par value, (the “Stock”) to you in the amounts outlined in the attached Notice of Grant of Performance Stock Options and Award of Performance Stock Units (the “Notice of Grant”). Additional terms and conditions of the grant are set forth in this Agreement, the 2012–2014 Long-Term Incentive Plan (“LTI Plan”) and in the Company’s 2008 Omnibus Incentive Plan (the “2008 Plan”), as amended.

This is not a stock certificate or a negotiable instrument.

Incentive Stock Option

The ISOs identified in the Notice of Grant are intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly. If you cease to be an employee of the Company, its parent or a subsidiary (“Employee”) but continue to provide Service, this option may be deemed a nonstatutory stock option three months after you cease to be an Employee if allowed under the terms of the LTI Plan. In addition, to the extent that all or part of this option exceeds the $100,000 rule of section 422(d) of the Internal Revenue Code, this option or the lesser excess part will be deemed to be a nonstatutory stock option.


Non-Qualified Stock Option	The NQs identified in the Notice of Grant are not intended to be ISOs under Section 422 of the Internal Revenue Code and will be interpreted accordingly.

Vesting

This option is performance based and only vests if the Company meets or exceeds the performance metrics outlined in the LTI Plan. This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the procedures set forth in the 2008 Plan.

No additional shares of Stock will vest after your Service has terminated for any reason.

Term

If vested, your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown in the Notice of Grant. As set forth in the LTI Plan, if this option does not vest as a result of meeting the performance metrics in the LTI Plan, it will expire. Your option will expire earlier if your Service terminates, as described below.


Termination	If your Service terminates for any reason, then you shall immediately forfeit all rights to your option and the option shall immediately expire.

Notice of Exercise

When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many shares you wish to purchase (in a parcel of at least 100 shares generally). Your notice must also specify how your shares of Stock should be registered (e.g. in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.


Form of Payment	When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms:

• Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.

• Shares of Stock which have already been owned by you and which are surrendered to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price.

• By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes.

Withholding Taxes

You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Stock acquired under this option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate. Subject to the prior approval of the Company, which may be withheld by the Company, in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing

the Company to withhold shares of Stock otherwise issuable to you or by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.


Corporate Transaction	Notwithstanding the vesting schedule set forth in the Notice of Grant, upon the consummation of a Corporate Transaction, this option will become 100% vested if it is not assumed, or equivalent options are not substituted for the options, by the Company or its successor. Vesting may also occur pursuant to the terms of a separate authorized agreement.

Transfer of Option

During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution.

Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way.


Retention Rights	Neither your option nor this Agreement gives you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. The Company (and any parent, Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.

Shareholder Rights

You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the 2008 Plan.

Forfeiture of Rights

If during your term of Service you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: (i) a forfeiture of any outstanding option, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company and ending twelve (12) months following such termination of Service (A) a forfeiture of any gain recognized by you upon the exercise of an option or

(B) a forfeiture of any Stock acquired by you upon the exercise of an option (but the Company will pay you the option price without interest). Unless otherwise specified in an employment or other agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your employment or other relationship with the Company or its Affiliates or at the time of your termination of Service. Under the prior sentence, ownership of less than 1% of the securities of a public company shall not be treated as an action in competition with the Company.

Adjustments

In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this option and the option price per share shall be adjusted (and rounded down to the nearest whole number) pursuant to the 2008 Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the 2008 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.


The Plans	The text of the LTI Plan and the 2008 Plan is incorporated in this Agreement by reference. This Agreement, the LTI Plan and the 2008 Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded.

Data Privacy

In order to administer the LTI Plan and 2008 Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the LTI Plan and 2008 Plan.

By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the

country in which you work or are employed, including, with respect to non-U.S. resident Optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the LTI Plan and 2008 Plan.


Consent to Electronic	The Company may choose to deliver certain statutory

Delivery

materials relating to the LTI Plan and 2008 Plan in electronic form. By accepting this option grant you agree that the Company may deliver the LTI Plan and 2008 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, the Company would be pleased to provide copies. Please contact the Company’s Stock Plan Administrator to request paper copies of these documents. Certain Dispositions If you sell or otherwise dispose of Stock acquired pursuant to the exercise of this option sooner than the one year anniversary of the date you acquired the Stock, then you agree to notify the Company in writing of the date of sale or disposition, the number of shares of Stock sold or disposed of and the sale price per share within 30 days of such sale or disposition.

By accepting this Agreement, you agree to all of the terms and conditions described above and in the LTI Plan and 2008 Plan.

ADVANCED ENERGY INDUSTRIES, INC.

2008 OMNIBUS INCENTIVE PLAN

PERFORMANCE STOCK UNIT AGREEMENT

Advanced Energy Industries, Inc., a Delaware corporation (the “ Company ”), hereby awards performance stock units (“ PSUs ”) relating to shares of its common stock, $0.001 par value (the “ Stock ”), to you in the amounts outlined in the attached Notice of Grant of Performance Stock Options and Award of Performance Stock Units (the “Notice of Award”). The terms and conditions of the award are set forth in this Agreement, the 2012–2014 Long-Term Incentive Plan (“ LTI Plan ”) and the Advanced Energy Industries, Inc. 2008 Omnibus Incentive Plan (the “ 2008 Plan ”), as amended. Capitalized terms used but not defined in this Agreement have the meanings given to them in the LTI Plan and 2008 Plan.

Attachment

This is not a stock certificate or a negotiable instrument.



Stock Unit Transferability	This is an award of performance stock units in the number identified in the Notice of Award, subject to the vesting conditions described below (“ PSUs ”). Your PSUs may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may your PSUs be made subject to execution, attachment or similar process.
Vesting	This is a performance based award of PSUs that may result in shares of the Company’s common stock being granted and vested if the Company’s meets or exceeds the performance metrics outlined in the LTI Plan. Please note that the Company may settle all or a portion of the shares underlying the PSUs by the payment of cash as outlined in the LTI Plan. Your PSUs only vest as set forth in the LTI Plan; provided , that, you remain in Service on the relevant vesting dates if allowed under the LTI Plan. If your Service terminates for any reason, you will forfeit any PSUs in which you have not yet become vested. Notwithstanding anything in this Agreement to the contrary, your PSUs shall not vest unless and until you confirm that you are not obliged to make any Hart-Scott-Rodino filings in connection with the vesting of your award of PSUs.



Delivery of Stock Pursuant to Vesting of PSUs	A certificate for the shares of Stock represented by your PSUs typically shall be delivered to you upon vesting, unless the Administrator (in its sole discretion) allows you to 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 PSUs represented by this Agreement. If your Service terminates for Cause, you shall forfeit of all of your PSUs. 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 PSUs 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 PSUs 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 PSUs will be made within 2 ½ months after the end of taxable year in which the PSUs 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 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. PSUs 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.



Withholding Taxes	You agree, as a condition of this award, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in PSUs or your acquisition of Stock under this award. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the delivery of shares under your PSUs, 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 PSUs awarded pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Corporate Transaction	Notwithstanding the vesting schedule set forth in the LTI Plan, upon the consummation of a Corporate Transaction, the PSUs will become 100% vested if it is not assumed, or equivalent PSUs are not substituted for the PSUs, by the Company or its successor . Vesting may also occur pursuant to the terms of a separate authorized agreement.
Employment Rights	This Agreement does not confer on you 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 your employment or other service at any time. You acknowledge and understand that this award of PSUs and any future PSUs awarded under the LTI Plan and 2008 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 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 PSUs, unless and until the Stock relating to the PSUs 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 PSUs covered by this award will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the LTI Plan and 2008 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 LTI Plan and 2008 Plan in electronic form. By accepting this award you agree that the Company may deliver the 2008 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	You acknowledge that in order to perform its requirements under the LTI Plan and 2008 Plan, the Company and its affiliates may process sensitive personal data about you. Such data include but are not limited to the information provided in the Notice of Award and any changes thereto and other appropriate personal and financial data about you. You hereby give explicit consent to the Company to process any such personal data and/or sensitive personal data. You also hereby give explicit consent to the Company to transfer any such personal data and/or sensitive personal data outside the country in which you are employed, and to the United States. The legal persons for whom such personal data are intended are Advanced Energy Industries, Inc. and E*TRADE. You have been informed of your right of access and correction to your personal data by applying to Advanced Energy’s stock plan administrator.
The Plan	The text of the LTI Plan and the 2008 Plan is incorporated in this Agreement by reference. This Agreement, LTI Plan and the 2008 Plan constitute the entire understanding between you and the Company regarding this award of PSUs. Any prior agreements, commitments or negotiations concerning this award are superseded. The LTI Plan and the 2008 Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the LTI Plan and 2008 Plan. You understand that the Company has reserved the right to amend or terminate the LTI Plan and the 2008 Plan at any time, and that the award of a PSU under the LTI Plan and 2008 Plan at one time does not in any way obligate the Company or its affiliates to award additional PSUs in any future year or in any given amount.

By accepting this Agreement, you agree to all of the terms and conditions described above and in the LTI Plan and the 2008 Plan.

ADVANCED ENERGY INDUSTRIES, INC.

2008 OMNIBUS INCENTIVE PLAN

PERFORMANCE STOCK UNIT AGREEMENT ADDENDUM

This Addendum is incorporated into the Performance Stock Unit Agreement (“Agreement”), awarded under the Long-Term Incentive Plan (“LTI Plan”) and the Advanced Energy Industries, Inc. 2008 Omnibus Incentive Plan (the “2008 Plan”), as amended. The provisions set forth below shall apply to certain recipients 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 a PSU if, on the date of such vesting, you are a resident in China :



Delivery of Stock Pursuant to Vesting of PSUs	Upon the vesting of this PSU, you 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 your express authorization to immediately sell any and all shares of Stock to be acquired upon the vesting of this PSU. As soon as reasonably practical, you 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 award, that the Company shall have the right to cause an immediate forfeiture of a number of shares of Stock subject to the PSUs awarded pursuant to this Agreement in an amount equal to the withholding or other taxes due to the Company.