Performance Share Agreement
Echelon Corporation (the “Company”) hereby grants you, [Name] (the “Employee”), an award of Performance Shares under the
Company’s 1997 Stock Plan (the “Plan”). The date of this Agreement is ______, 20___. Subject to the provisions of
Appendix A (attached hereto) and of the Plan, the principal features of this award are as follows:
Your signature below indicates your agreement and understanding that this award is subject to all of the terms and
conditions contained in Appendix A and the Plan. For example, important additional information on vesting and forfeiture of the
Performance Shares is contained in paragraphs 3 through 6 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX
A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.
TERMS AND CONDITIONS OF PERFORMANCE SHARES
1. Grant . The Company hereby grants to the Employee under the Plan [ ] Performance Shares, subject to all of the
terms and conditions in this Agreement and the Plan. When the Performance Shares are paid to the Employee, par value will be
deemed paid by the Employee for each Performance Share by past services rendered by the Employee, and will be subject to the
appropriate tax withholdings.
2. Company’s Obligation to Pay . Each Performance Share has a value equal to the Fair Market Value of a Share on the date
of grant and represents the right to receive a Share on the vesting date (or such later time indicated in this Agreement). Unless
and until the Performance Shares have vested in the manner set forth in paragraphs 3, 5 or 12, the Employee will have no right to
payment of such Performance Shares. Prior to actual payment of any vested Performance Shares, such Performance Shares will
represent an unsecured obligation.
3. Vesting Schedule/Period of Restriction .
(a) Except as otherwise provided in paragraph 5 of this Agreement, the P