EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • February 14th, 2002 • Echelon Corp • Computer communications equipment • California
RECITALS --------Modification Agreement • June 1st, 1998 • Echelon Corp • Blank checks • Delaware
BETWEENSoftware License Agreement • June 1st, 1998 • Echelon Corp • Blank checks • California
b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a -------------------------------- condition precedent to his or her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made...Indemnification Agreement • June 1st, 1998 • Echelon Corp • Blank checks • Delaware
EXHIBIT 10.8 INTERNATIONAL DISTRIBUTOR AGREEMENTInternational Distributor Agreement • June 1st, 1998 • Echelon Corp • Blank checks • California
EXHIBIT 4.3 ECHELON CORPORATION DIRECTOR OPTION AGREEMENT Echelon Corporation, a Delaware corporation (the "Company"), has granted to ____________________________ (the "Optionee"), an option to purchase a total of _______________ shares of the...Director Option Agreement • August 21st, 2000 • Echelon Corp • Services-prepackaged software • California
LONWORKS(R) OEM LICENSE AGREEMENTOem License Agreement • June 1st, 1998 • Echelon Corp • Blank checks • California
TAX BENEFIT PRESERVATION PLAN Dated as of April 22, 2016 by and between ECHELON CORPORATION and COMPUTERSHARE INC., as Rights AgentTax Benefit Preservation Plan • April 26th, 2016 • Echelon Corp • Computer communications equipment • Delaware
This TAX BENEFIT PRESERVATION PLAN (this “Plan”), dated as of April 22, 2016, is by and between Echelon Corporation, a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, as rights agent (the “Rights Agent”). All capitalized terms used in this Plan have the meanings given thereto in Section 1.
EXHIBIT 1.1 Underwriting Agreement (Date) NATIONSBANC MONTGOMERY SECURITIES LLC BANCAMERICA ROBERTSON STEPHENS VOLPE BROWN WHELAN & COMPANY, LLC As Representatives of the several Underwriters c/o NATIONSBANC MONTGOMERY SECURITIES LLC 600 Montgomery...Underwriting Agreement • June 1st, 1998 • Echelon Corp • Blank checks • New York
ECHELON CORPORATION Performance Share Agreement TERMS AND CONDITIONS OF PERFORMANCE SHARESPerformance Share Agreement • March 16th, 2007 • Echelon Corp • Computer communications equipment • California
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.
AGREEMENT AND PLAN OF MERGER among ADESTO TECHNOLOGIES CORPORATION, CIRCUIT ACQUISITION CORPORATION and ECHELON CORPORATION Dated June 28, 2018Merger Agreement • June 29th, 2018 • Echelon Corp • Computer communications equipment • Delaware
This agreement and plan of merger (this “Agreement”) is dated June 28, 2018 (the “Agreement Date”), among Adesto Technologies Corporation, a Delaware corporation (“Parent”), Circuit Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Echelon Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
ECHELON CORPORATION Performance Share Agreement for Corporate Officers Outside the U.S. TERMS AND CONDITIONS OF PERFORMANCE SHARESPerformance Share Agreement • August 8th, 2012 • Echelon Corp • Computer communications equipment
By executing the Grant Acceptance process and using the services on this Morgan Stanley 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 Performance Shares (the “Agreement”), which may be amended or modified from time to time. The 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. The 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. The 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 PROVISIONS FOR Y
ECHELON CORPORATION NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • April 18th, 2007 • Echelon Corp • Computer communications equipment • California
Echelon Corporation (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (the “Employee”), an option under the Company’s 1997 Stock Plan (the “Plan”) to purchase shares of common stock of the Company. The date of this Agreement is [DATE] (the “Grant Date”). In general, the latest date this option will expire is the expiration date indicated on this Notice of Grant (the “Expiration Date”). However, as provided in this Agreement, this option may expire earlier than the Expiration Date. Subject to the provisions of Appendix A (attached to this Agreement) and of the Plan, the principal features of this option are as follows:
ECHELON CORPORATION STOCK APPRECIATION RIGHT AGREEMENT TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTSStock Appreciation Rights Agreement • November 19th, 2008 • Echelon Corp • Computer communications equipment • California
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 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 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.
ECHELON CORPORATION Performance Share Agreement for Employees Outside the U.S. TERMS AND CONDITIONS OF PERFORMANCE SHARESPerformance Share Agreement • August 8th, 2012 • Echelon Corp • Computer communications equipment
By executing the Grant Acceptance process and using the services on this Morgan Stanley 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 Performance Shares (the “Agreement”), which may be amended or modified from time to time. The 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. The 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. The 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 PROVISIONS FOR Y
Performance Share Award and AgreementPerformance Share Award Agreement • August 8th, 2014 • Echelon Corp • Computer communications equipment
Upon execution hereof, you, the Employee, and Echelon Corporation (the “Company”) hereby agree that the Award(s) described below is (are) granted under and governed by the aggregate terms and conditions of (i) the Company’s 1997 Stock Plan (the “Plan”), (ii) the Award(s) Summary, (iii) the Terms and Conditions of Performance Shares attached hereto, (iv) Appendix A attached hereto, if and as applicable, and (v) the Company’s Insider Trading Policy (collectively, this “Agreement”), which may be amended or modified from time to time. You acknowledge and agree that you have reviewed this Agreement, and all components hereof, in its entirety, and have had an opportunity to obtain the advice of counsel prior to accepting any Award(s), and fully understand all of the provisions of all of the components hereof. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to this Agreement. You further agree prompt
ECHELON CORPORATIONStock Option Agreement • August 8th, 2012 • Echelon Corp • Computer communications equipment • California
By executing the Grant Acceptance process and using the services on this Morgan Stanley Smith Barney Benefit Access® website, you, the Optionee (“Optionee”) and Echelon Corporation (the “Company”) agree that this Award is granted under and governed by the terms and conditions of Company’s 1997 Stock Plan (the “Plan”) and the Terms and Conditions of the Stock Option Agreement (the “Agreement”), which may be amended or modified from time to time. Optionee 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. Optionee 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. Optionee further agrees to promptly notify the Company upon any change in the Optionee’s residence address.
LEASELease • March 11th, 2010 • Echelon Corp • Computer communications equipment • California
This Lease is dated for reference purposes, as of December 30, 1999 and is made by and between Green Valley Corporation, a California corporation (“Landlord”) and Echelon Corporation, a Delaware corporation (“Tenant”). This Lease shall become effective on the date the last signatory to this Lease has executed this Lease (“the Effective Date”). As used herein “this Lease” shall mean all elements of this Lease including all referenced and attached exhibits and addenda, all of which are incorporated by this reference.
ECHELON CORPORATION STOCK APPRECIATION RIGHT AGREEMENT FOR NON-U.S. EMPLOYEES TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTSStock Appreciation Rights Agreement • August 11th, 2008 • Echelon Corp • Computer communications equipment • California
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 APP
ECHELON CORPORATIONStock Option Agreement • August 8th, 2012 • Echelon Corp • Computer communications equipment
By executing the Grant Acceptance process and using the services on this Morgan Stanley Smith Barney Benefit Access® website, you, the Optionee (the “Optionee”) and Echelon Corporation (the “Company”) agree that this Option is granted under and governed by the terms and conditions of Company’s 1997 Stock Plan (the “Plan”) and the Terms and Conditions of the Stock Option Agreement (the “Option Agreement”), which may be amended or modified from time to time. The Optionee has reviewed the Plan and this Option Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Option grant and fully understands provisions of the Plan and this Option Agreement. The Optionee 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 Option Agreement. The Optionee further agrees to promptly notify the Company upon any change in the Optionee’s residence add
NETWORKED ENERGY SERVICES (NES) SYSTEM VALUE-ADDED RESELLER (VAR) AGREEMENT between ECHELON CORPORATION (“ECHELON”) San Jose, CA 95126-3422 USA and (“VAR”) Effective Date: Agreement Number: NES-VARValue-Added Reseller Agreement • March 16th, 2010 • Echelon Corp • Computer communications equipment • California
ECHELON enters into this Networked Energy Services Value-Added Reseller Agreement (the “Agreement”) as of the Effective Date to sell to VAR components of ECHELON’s Networked Energy Services (NES) System (the “NES System”) in accordance with the terms and conditions contained in this Agreement so that VAR may resell its value-added system built on the NES System to VAR’s utility customers.
ECHELON CORPORATION STOCK APPRECIATION RIGHT AGREEMENT FOR NON-U.S. EMPLOYEES TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTSStock Appreciation Right Agreement • November 19th, 2008 • Echelon Corp • Computer communications equipment • California
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 APP
APPENDIX A ECHELON CORPORATIONPerformance Share Agreement • August 8th, 2012 • Echelon Corp • Computer communications equipment
This Appendix A includes additional terms and conditions that govern the Award of Performance Shares granted to the Employee under the Plan if the Employee resides and/or works in one of the countries listed below. This Appendix A forms part of the Agreement. Capitalized terms used, but not defined herein, shall have the same meanings assigned to them in the Plan and the Agreement.
ECHELON CORPORATION PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • April 21st, 2016 • Echelon Corp • Computer communications equipment • California
By executing the Grant Acceptance process and using the services on this Morgan Stanley Smith Barney Benefit Access® website, you, the Participant (“Participant”) and Echelon Corporation (the “Company”) agree that this Award is granted under and governed by the terms and conditions of Company’s 2016 Inducement Equity Incentive Plan (the “Plan”) and the Terms and Conditions of Performance Shares (the “Award Agreement”), which may be amended or modified from time to time. Participant has reviewed the Plan and this Award 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 Award Agreement. Participant 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 Award Agreement. Participant further agrees to promptly notify the Company upon any change in Participant’s residence add
FIRST AMENDMENT TO TAX BENEFIT PRESERVATION PLANTax Benefit Preservation Plan • April 18th, 2017 • Echelon Corp • Computer communications equipment • Delaware
This first amendment to Tax Benefit Preservation Plan, dated as of April 17, 2017 (this “Amendment”), is by and between Echelon Corporation, a Delaware corporation (the “Company”), and Computershare Inc., as rights agent (the “Rights Agent”).
ECHELON CORPORATIONStock Option Agreement • September 21st, 2004 • Echelon Corp • Computer communications equipment • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
APPENDIX ECHELON CORPORATIONStock Option Agreement • August 8th, 2012 • Echelon Corp • Computer communications equipment
This Appendix includes additional terms and conditions that govern the Option granted to the Optionee under the Plan if the Optionee resides and/or works in one of the countries listed below. This Appendix forms part of the Option Agreement. Capitalized terms used, but not defined herein, shall have the same meanings assigned to them in the Plan and the Option Agreement.
ECHELON CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 21st, 2016 • Echelon Corp • Computer communications equipment • California
By executing the Grant Acceptance process and using the services on this Morgan Stanley Smith Barney Benefit Access® website, you, the Participant (“Participant”) and Echelon Corporation (the “Company”) agree that this Award is granted under and governed by the terms and conditions of Company’s 2016 Inducement Equity Incentive Plan (the “Plan”) and the Terms and Conditions of the Restricted Stock Unit Agreement (the “Award Agreement”), which may be amended or modified from time to time. Participant has reviewed the Plan and this Award 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 Award Agreement. Participant 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 Award Agreement. Participant further agrees to promptly notify the Company upon any change in Participan
SETTLEMENT AGREEMENT PURSUANT TO ARTICLE 7:900 OF THE DUTCH CIVIL CODE THE UNDERSIGNED:Settlement Agreement • November 16th, 2009 • Echelon Corp • Computer communications equipment
ECHELON CORPORATION EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENTExecutive Change in Control and Severance Agreement • August 9th, 2013 • Echelon Corp • Computer communications equipment • California
This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [________] (“Executive”) and Echelon Corporation, a Delaware corporation (the “Company”), effective as of the last date signed below (the “Effective Date”).
FIRST AMENDMENT TO THE LEASE AGREEMENT DATED December 30, 1999, between Green Valley Corporation, a California Corporation (“Landlord”) and, Echelon, The LonWorks Company, a California Corporation, (“Tenant”).Lease Agreement • March 11th, 2010 • Echelon Corp • Computer communications equipment
This First Amendment shall be effective upon Tenant’s signature, whereupon the following modifications and additions are made to the terms and conditions of the Lease referred to above:
ECHELON CORPORATIONStock Option Agreement • March 16th, 2007 • Echelon Corp • Computer communications equipment • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
ECHELON CORPORATION Performance Share Agreement Grant #__________Performance Share Agreement • August 11th, 2008 • Echelon Corp • Computer communications equipment • California
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:
SECOND AMENDMENT TO LEASELease Agreement • March 11th, 2010 • Echelon Corp • Computer communications equipment
This Second Amendment to Lease (this “Amendment”) is made as of this 22nd day of September, 2000, by and between GREEN VALLEY CORPORATION, a California corporation (“Landlord”), and ECHELON CORPORATION, a Delaware corporation (“Tenant”), in order to amend the terms of that certain Lease by and between Landlord and Tenant dated as of December 30, 1999, as amended by that certain First Amendment to Lease Agreement by and between Landlord and Tenant dated as of December 30, 1999 (collectively, “Lease”).
MASTER ASSET PURCHASE AGREEMENT by and between S&T AG and ECHELON CORPORATION Dated as of August 21, 2014Master Asset Purchase Agreement • August 27th, 2014 • Echelon Corp • Computer communications equipment • Delaware
THIS MASTER ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2014 by and between S&T AG, an Austrian stock corporation (“Buyer”), and Echelon Corporation, a Delaware corporation (“Seller”). Each of Buyer and Seller are sometimes referred to as a “Party” and together as the “Parties.” All capitalized terms that are used in this Agreement will have the respective meanings given to them in ARTICLE I.
