STOCK APPRECIATION RIGHT AGREEMENT
FOR NON-U.S. EMPLOYEES
TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
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 Stock Plan (the “Plan”) and the Terms and
Conditions of Stock Appreciation Rights (the “Agreement”), which may be amended or modified from time to
time. Employee has reviewed the Plan and the 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, a stock appreciation right (the “SAR”) under the Plan,
to exercise in exchange for a payment from the Company pursuant to this SAR Agreement. However, as
provided in the Agreement, this SAR may expire earlier than the Expiration Date.
Grant of SAR . The Company hereby grants to the Employee under the Plan a SAR
pertaining to all or any part of an aggregate of the number of shares set forth in the Summary of Grant, which
SAR entitles the Employee to exercise the SAR in exchange for Shares in the amount determined under
paragraph 6 below.
Vesting Schedule . Except as otherwise provided in this Agreement, the right to
exercise this SAR will vest in accorda