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; |
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| | • | | An additional $50,000 annual retainer for the Chair of the Board, paid quarterly in July, October, February and April; |
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| | • | | An additional $30,000 annual retainer for the Lead Director paid quarterly in July, October, February and April; |
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| | • | | $3,000 per day for each full board meeting, whether such meeting is held in person or telephonically; |
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| | • | | $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; |
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| | • | | $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; |
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| | • | | 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 |
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| | • | | 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
