Performance Share Agreement
for Non-U.S. Employees
TERMS AND CONDITIONS OF PERFORMANCE SHARES
By executing the Grant Acceptance process and using the services on this Smith Barney Benefit Access®
website, you, the Employee and Echelon Corporation (the “Company”) agree that this Award is granted under
and governed by the terms and conditions of the Company’s 1997 Plan (the “Plan”) and the Terms and
Conditions of Performance Shares (the “Agreement”), which may be amended or modified from time to time.
Employee has reviewed the Plan and this Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to accepting this Award and fully understands provisions of the Plan and this Agreement. Employee
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and this Agreement. Employee further agrees to promptly notify the Company
upon any change in the Employee’s residence address. [PLEASE BE SURE TO READ ALL OF THE TERMS
AND CONDITIONS (IF ANY) AND APPENDICES, (IF ANY) FOR YOUR COUNTRY, THAT
CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD.]
The Company hereby grants you, the Employee, an award (the “Award”) of Performance Shares under the Plan.
The Award is subject to the provisions of the Plan and the Agreement, including Appendices, if any, for the
Grant . The Company hereby grants Performance Shares to the Employee under the Plan
subject to all of the terms and conditions in the Plan and this Agreement, including Appendices, if any, for the
Employee’s country. If the Performance Shares are paid out in Shares to the Employee upon vesting, par value
for the Common Stock underlying the Performance Shares will be deemed to have been paid by the Employee’s
services over the vesting period rendered by the Employee to the Company or its Subsidiary.