Advanced Energy Industries, Inc. Non-Employee Director Compensation Structure (2006)

Summary

Advanced Energy Industries, Inc. established a compensation plan for its non-employee directors, effective July 24, 2006, pending shareholder approval. The plan provides annual cash retainers, additional payments for the Chair and Lead Director, meeting fees, and grants of restricted stock units that vest over four years if the director remains on the board. The structure also includes special stock grants for directors re-elected at the 2007 annual meeting. The agreement outlines the amounts, payment schedules, and vesting conditions for these compensations.

EX-10.01 2 d38168exv10w01.htm EXHIBIT 10.01 exv10w01

EXHIBIT 10.1

NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE

On July 24, 2006, Advanced Energy Industries, Inc. adopted the following compensation structure for its non-employee directors, subject to shareholder approval:

	•		$20,000 annual retainer paid quarterly in July, October, February and April;

	•		An additional $50,000 annual retainer for the Chair of the Board, paid quarterly in July, October, February and April;

	•		An additional $30,000 annual retainer for the Lead Director paid quarterly in July, October, February and April;

	•		$3,000 per day for each full board meeting, whether such meeting is held in person or telephonically;

	•		$4,000 per Audit and Finance Committee meeting for the Chair and $1,750 per meeting for each other committee member, whether such meeting is held in person or telephonically;

	•		$2,000 per Compensation Committee meeting or Corporate Governance & Nominations Committee meeting for such Committee’s Chair and $750 for each other Committee member, whether such meeting is held in person or telephonically;

	•		15,000 restricted stock units on initial election or appointment to the Board, which vest in equal installments over four years, contingent upon the recipient continuing to be a director of the company; and

	•		6,000 restricted stock units annually on the date of re-election at the annual meeting which vest in equal installments over four years, contingent upon the recipient continuing to be a director of the company.

In addition, each incumbent non-employee director who is re-elected at the 2007 annual meeting of stockholders will be granted 10,000 restricted stock units upon such re-election. Such restricted stock units will vest in equal installments over four years, contingent upon the recipient continuing to be a director of the company