Performance Share Agreement
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 Stock Plan (“ 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.
The Company hereby grants the employee, an award of Performance Shares under the Plan. This Award
is subject to the provisions of the Agreement and of the Plan.
Grant . The Company hereby grants to the Employee under the 1997 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.
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. Unless and until the Performance Shares have vested in the manner set
forth in paragraphs 3 or 4, the Employee will have no right to payment of such Performance Shares. Prior to
actual payment of any vested Performance Shares, such Per