0001445305-12-000575 Sample Contracts

EXECUTIVE CHANGE IN CONTROL AGREEMENT
Executive Change in Control Agreement • March 2nd, 2012 • Advanced Energy Industries Inc • Electronic components, nec • Colorado

This Executive Change in Control Agreement (this “Agreement”), is made as of the 28th day of April, 2011 (the “ Effective Date ”), by and between Advanced Energy Industries, Inc., a Delaware corporation (the “ Company ”), and Tom McGimpsey (the “ Executive ”).

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ADVANCED ENERGY INDUSTRIES, INC.
Performance Stock Option Agreement • March 2nd, 2012 • Advanced Energy Industries Inc • Electronic components, nec

Advanced Energy Industries, a Delaware corporation (the “Company”), hereby grants Incentive Stock Options (or ISOs) and/or Non-Qualified Stock Options (or NQs) to purchase shares of its common stock, $0.001 par value, (the “Stock”) to you in the amounts outlined in the attached Notice of Grant of Performance Stock Options and Award of Performance Stock Units (the “Notice of Grant”). Additional terms and conditions of the grant are set forth in this Agreement, the 2012-2014 Long-Term Incentive Plan (“LTI Plan”) and in the Company's 2008 Omnibus Incentive Plan (the “2008 Plan”), as amended.

ADVANCED ENERGY INDUSTRIES, INC.
Performance Stock Unit Agreement • March 2nd, 2012 • Advanced Energy Industries Inc • Electronic components, nec

This Addendum is incorporated into the Performance Stock Unit Agreement (“Agreement”), awarded under the Long-Term Incentive Plan (“LTI Plan”) and the Advanced Energy Industries, Inc. 2008 Omnibus Incentive Plan (the “2008 Plan”), as amended. The provisions set forth below shall apply to certain recipients performing services outside the United States as specified herein. As designated below, the provisions set forth in this Addendum shall substitute the identified corresponding provisions of the Agreement in their entirety.

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