ADVANCED ENERGY INDUSTRIES, INC. 2008 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT

This is an award of performance stock units in the number identified in the Notice of Award, subject to the vesting conditions described below (“PSUs”). Your PSUs may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may your PSUs be made subject to execution, attachment or similar process.

This is a performance based award of PSUs that may result in shares of the Company's common stock being granted and vested if the Company's meets or exceeds the performance metrics outlined in the LTI Plan. Please note that the Company may settle all or a portion of the shares underlying the PSUs by the payment of cash as outlined in the LTI Plan.

Your PSUs only vest as set forth in the LTI Plan; provided, that, you remain in Service on the relevant vesting dates if allowed under the LTI Plan. If your Service terminates for any reason, you will forfeit any PSUs in which you have not yet become vested.

Notwithstanding anything in this Agreement to the contrary, your PSUs shall not vest unless and until you confirm that you are not obliged to make any Hart-Scott-Rodino filings in connection with the vesting of your award of PSUs.

A certificate for the shares of Stock represented by your PSUs typically shall be delivered to you upon vesting, unless the Administrator (in its sole discretion) allows you to elect to defer delivery of such Stock and you make such election in a timely manner. If your Service terminates for a reason other than for Cause prior to such date, you will instead be delivered a certificate for the vested portion of your PSUs represented by this Agreement. If your Service terminates for Cause, you shall forfeit of all of your PSUs.

Notwithstanding the preceding paragraph:

If you are a “key employee” within the meaning of Section 409A of the Code and shares would otherwise be delivered to you on account of your separation from Service, then such shares shall not be delivered to you until six months after your separation from Service; and

If the shares relating to the vested PSUs would otherwise be delivered during a period in which you are (i) subject to a lock-up agreement restricting your ability to sell shares of Stock in the open market or (ii) restricted from selling shares of Stock in the open market because you are not then eligible to sell under the Company's insider trading or similar plan as then in effect (whether because a trading window is not open or you are otherwise restricted from trading), delivery of the shares related to the vested PSUs may be delayed until no earlier than the first date on which you are no longer prohibited from selling shares of Stock due to a lock-up agreement or insider trading plan restriction; provided, however, that the delivery of the shares related to vested PSUs will be made within 2 ½ months after the end of taxable year in which the PSUs vest or such other time as is required to comply with the requirements of Section 409A of the Internal Revenue Code.

Notwithstanding the vesting schedule set forth in the LTI Plan, upon the consummation of a Corporate Transaction, the PSUs will become 100% vested if it is not assumed, or equivalent PSUs are not substituted for the PSUs, by the Company or its successor.

This Agreement does not confer on you any right with respect to continuance of employment or other service with the Company or of its affiliates, nor will it interfere in any way with any right the Company or its affiliates would otherwise have to terminate or modify the terms of your employment or other service at any time.

You acknowledge and understand that this award of PSUs and any future PSUs awarded under the LTI Plan and 2008 Plan are wholly discretionary in nature and are not to be considered part of any normal or expected compensation that is or would be subject to severance, resignation, redundancy or similar pay, other than to the extent required by local law.

The text of the LTI Plan and the 2008 Plan is incorporated in this Agreement by reference. This Agreement, LTI Plan and the 2008 Plan constitute the entire understanding between you and the Company regarding this award of PSUs. Any prior agreements, commitments or negotiations concerning this award are superseded. The LTI Plan and the 2008 Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the LTI Plan and 2008 Plan.

You understand that the Company has reserved the right to amend or terminate the LTI Plan and the 2008 Plan at any time, and that the award of a PSU under the LTI Plan and 2008 Plan at one time does not in any way obligate the Company or its affiliates to award additional PSUs in any future year or in any given amount.