0001193125-08-173196 Sample Contracts

ECHELON CORPORATION STOCK APPRECIATION RIGHT AGREEMENT TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
Stock Appreciation Right 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 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.

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ECHELON CORPORATION STOCK APPRECIATION RIGHT AGREEMENT FOR NON-U.S. EMPLOYEES TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
Stock Appreciation Right 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 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:

ECHELON CORPORATION Performance Share Agreement for Non-U.S. Employees TERMS AND CONDITIONS OF PERFORMANCE SHARES
Performance Share 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 Plan (the “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. [PLEASE BE SURE TO READ ALL OF THE TERMS AND CONDITIONS (IF ANY) AND APPENDICES, (IF

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