**Exhibit 10.1**

 

**EXECUTIVE INCENTIVE STOCK OPTIONAGREEMENT**

**BROADWINDENERGY, INC.**

**2007 EQUITYINCENTIVE PLAN**

 

THIS AGREEMENT is entered into and effective as of the           day of                                    ,20      , by and between****Broadwind Energy, Inc., a Nevadacorporation****(the “**Company**”) and                                (“**Participant**”).

 

**RECITALS**

 

A.                                   Participant onthe date hereof is a key employee or officer of the Company or one of itsAffiliates; and

 

B.                                     The Companywishes to grant incentive stock options to Participant pursuant to thisAgreement and the 2007 Equity Incentive Plan (the “**Plan**”);and

 

C.                                     TheAdministrator has authorized the grant of an incentive stock option toParticipant to give Participant an inducement to acquire a proprietary interestin the Company and an added incentive to advance the interests of the Companyand has determined that, as of the effective date of this Agreement, the fairmarket value of the Company’s common stock is                                                          Dollars($                        )per share.

 

**AGREEMENTS**

 

In consideration of the premises and of the mutual covenants hereincontained, the parties hereto agree as follows:

 

**ARTICLE I.  GRANT OF OPTION**

 

The Company hereby grants to Participant the right, privilege, andoption (the “**Option**”) to purchase up to                                                (                                  )shares (the “**Option****Shares**”)of the Company’s Common Stock, according to the terms and subject to theconditions hereinafter set forth and as set forth in the Plan.  **[The pershare price to be paid by Participant in the event of an exercise of the Optionshall be                                            Dollars($                        )OR: Because Participant owns stock possessing more than ten percent (10%) ofthe total combined voting power of all classes of stock of the Company or itsParent or any Subsidiary, the per share price to be paid by Participant in theevent of an exercise of the Option shall be                                        Dollars($                    ),which is not less than one hundred ten percent (110%) of the fair market valueof the Company’s Common Stock at the date of grant of this Option.] **TheOption is intended to be an “incentive stock option,” as defined inSection 422 of the Internal Revenue Code as amended (the “**Code**”), to the extent permitted bySection 422(d) of the Code. Shares granted in excess of the 422(d) limit will be treated as anonqualified stock option.

 

**ARTICLE II.  DURATION OF OPTION AND EXERCISABILITY**

 

A.           Initial Period ofExercisability.  Except asprovided in **Articles II.B**, **II.C** and **III** below, theOption shall become exercisable according to the following schedule.  Once the Option becomes fully exercisableParticipant may continue to exercise this Option under the terms and conditionsof this Agreement

 

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until the first of thetermination of this Option as provided herein or the Expiration Date (asdefined below).  If Participant does notpurchase upon an exercise of this Option the full number of shares whichParticipant is then entitled to purchase, Participant may purchase upon anysubsequent exercise prior to this Option’s termination or Expiration Date suchpreviously unpurchased shares in addition to those Participant is otherwiseentitled to purchase.  Except asotherwise provided in **Articles II.B**, **II.C** and **III.** below, theterm during which this Option may be exercised will continue until5:00 p.m. (Central time) on **[the datethat is no more than ten (10) years following the date of grant of thisOption OR: for greater than ten percent (10%) holders insert the date that isno more than five (5) years following the date of grant of this Option]** (the“**Expiration Date**”).  In no event shall this Option be exercisableafter the Expiration Date.

 

| **Vesting Date** | ** ** | **Number of  Option Shares  Available for Exercise** |
|------------------|------------|------------------------------------------------------|
| ** **       | ** ** | ** **                                           |
| ** **       | ** ** | ** **                                           |
| ** **       | ** ** | ** **                                           |

 

B.             Termination of Employmentfor Reasons Other Than Death or Disability.  Except as provided in **Article III**below, in the event Participant ceases to be a key employee or officer of theCompany or any Affiliate for any reason other than death or an event thatconstitutes permanent and total disability within the meaning ofSection 22(e)(3) of the Code (“**Disability**”),any unexercised portion of this Option which was exercisable as of the date ofsuch termination may be exercised, in whole or in part, by Participant beforethe earlier of (i) the close of business on the three-month anniversarydate of such termination of employment, and (ii) the Expiration Date.  To the extent this Option was not exercisableupon such termination of employment, or if Participant does not exercise theunexercised portion of the Option that was exercisable within the timespecified in this **Article II.B**,all rights of Participant under this Option shall terminate, and the Optionshall thereafter be void.

 

C.             Termination of EmploymentDue to Death or Disability.  In the event Participant ceases to be a keyemployee or officer of the Company or any Affiliate by reason of death orDisability, any unexercised portion of this Option which was exercisable as ofthe date of such termination may be exercised, in whole or in part, byParticipant (or by Participant’s heirs or legal representative(s) in theevent of death or Disability) before the earlier of (i) the close ofbusiness on the twelve-month anniversary date of such termination of employmentand (ii) the Expiration Date.  Tothe extent this Option was not exercisable upon such termination of employment,or if Participant does not exercise the unexercised portion of the Option thatwas exercisable within the time specified in this **Article II.C**,all rights of Participant under this Option shall terminate, and the Optionshall thereafter be void.

 

**ARTICLE III.  CHANGE OF CONTROL**

 

A.           Acceleration.  Notwithstanding anything in the Plan or thisAgreement to the contrary, if, upon or within one year of a Change of Control(as defined below), the Company or a succeeding entity terminates Participant’semployment relationship, except in the event of a termination for Cause (asdefined in the Participant’s Employment Agreement, executed contemporaneouslywith this Agreement), this Option shall become immediately and fullyexercisable upon such Change of Control and shall remain exercisable until theearlier of (i) the Expiration Date, and (ii) the date determined bythe Administrator in connection with the terms of the Plan (including, withoutlimitation, upon consummation of the Change of Control, if so determined by theAdministrator).   If Participant does notexercise this Option, as the case may be, within the time specified in this **Article III.A**, all rights of Participant under thisOption shall be forfeited. If Participant exercises this

 

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Option on a date that isafter the three-month anniversary of the date of his termination of employment,this Option shall be treated as a nonqualified stock option and shall no longerqualify as an incentive stock option under Code Section 422.

 

B.             Change of Control Defined.  For purposes of this **Article III**,a “**Change of Control**” means:

 

i.                  The consummation of anymerger, consolidation, exchange, or reorganization to which the Company is aparty if the individuals and entities who were stockholders of the Companyimmediately prior to the effective date of such transaction have, immediatelyfollowing the effective date of such transaction, beneficial ownership (asdefined in Rule 13d-3 under the Securities Exchange Act of 1934) of lessthan fifty percent (50%) of the total combined voting power of all classes ofsecurities issued by the surviving corporation;

 

ii.               The stockholders of theCompany approve any plan or proposal for the liquidation of the Company;

 

iii.            A sale, lease or othertransfer of all or substantially all of the assets of the Company to any personor entity which is not an Affiliate of the Company; or

 

iv.           The acquisition, withoutprior approval by resolution adopted by the Board, of direct or indirectbeneficial ownership (as defined in Rule 13d-3 under the SecuritiesExchange Act of 1934) of securities of the Company representing, in theaggregate, fifty percent (50%) or more of the total combined voting power ofall classes of the Company’s then-issued and outstanding securities by anyperson or entity or by a group of associated persons or entities acting inconcert; *provided, however,* that a Change ofControl will not be deemed to occur if such acquisition is initiated byParticipant or an entity in which Participant owns fifty percent (50%) or moreof the total combined voting power of all classes of such entity’s securities,or if Participant or such entity is a member of the group of associated personsor entities acting in concert.  In all cases,the determination of whether a Change of Control has occurred shall be made inaccordance with Section 409A of the Internal Revenue Code of 1986, asamended (the “**Code**”), and the regulations,notices and other guidance of general applicability issued thereunder.

 

C.             Limitation on Change ofControl Payments.  Participantshall not be entitled to receive any Change of Control Payment, as definedbelow, which would constitute a “parachute payment” for purposes of CodeSection 280G, or any successor provision, and the regulationsthereunder.  In the event any Change ofControl Payment payable to Participant would constitute a “parachute payment,”Participant shall have the right to designate those Change of Control Paymentswhich would be reduced or eliminated so that Participant will not receive a “parachutepayment.”  For purposes of this **Article III.C**,a “**Change of Control Payment**” shall meanany payment, benefit or transfer of property in the nature of compensation paidto or for the benefit of Participant under any arrangement which is consideredcontingent on a Change of Control for purposes of Code Section 280G,including, without limitation, any and all of the Company’s salary, bonus,incentive, restricted stock, stock option, equity-based compensation or benefitplans, programs or other arrangements, and shall include the acceleration ofthis Option.

 

**ARTICLE IV.  MANNER OF OPTION EXERCISE**

 

A.           Notice.  This Option may be exercised by Participantin whole or in part from time to time, subject to the conditions contained inthe Plan and herein, by delivery, in person or by registered mail, to theCompany at its principal executive office, of a written notice ofexercise.  Such notice shall be in a formsatisfactory to the Administrator, shall identify the Option, shall specify thenumber of Option Shares with respect to which the Option is being exercised,and shall be signed by the person or persons so exercising the Option.  Such notice shall be accompanied by paymentin full of the total purchase price of the Option Shares

 

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purchased; the exercise ofthe Option shall be deemed effective upon receipt of such notice by the Companyand upon payment that complies with the terms of the Plan and this Agreement.  In the event that the Option is beingexercised, as provided by the Plan and **Article II.C**,above, by Participant’s heirs or legal representative(s), the notice shall beaccompanied by appropriate proof of right of such person or persons to exercisethe Option.  As soon as practicable afterthe effective exercise of the Option, Participant (or Participant’s heirs orlegal representative(s) in the event of death or Disability) shall berecorded on the stock transfer books of the Company as the owner of the OptionShares purchased, and the Company may deliver to Participant (or Participant’sheirs or legal representative(s)) one or more duly issued stock certificatesevidencing such ownership.  All requisiteoriginal issue or transfer documentary stamp taxes shall be paid by theCompany.

 

B.             Payment.  At the time of exercise of this Option,Participant may determine whether to pay the total purchase price of the OptionShares to be purchased solely in cash (including a personal check or acertified or bank cashier’s check, payable to the order of the Company) or bytransfer from Participant to the Company of previously-owned shares of CommonStock of the Company with a then current aggregate Fair Market Value equal tosuch total purchase price, or by a combination of cash and suchpreviously-owned shares of Common Stock. The Administrator may reject Participant’s election to pay all or partof the purchase price under this Option with previously-owned shares of commonstock and may require such purchase price to be paid entirely in cash if, inthe sole discretion of the Administrator, payment in previously-owned shareswould cause the Company to be required to recognize a charge to earnings inconnection therewith.  For purposes ofthis Agreement, (a) “**previously-owned shares**”shall mean shares of Common Stock of the Company that Participant has owned forat least six months prior to the time of exercise, and (b) “**Fair Market Value**” will be determined as set forth in thePlan.

 

C.             Investment Purpose.  The Company shall not be required to issue ordeliver any shares of Common Stock under this Option unless (a)(1) suchshares are covered by an effective and current registration statement under theSecurities Act of 1933 and applicable state securities laws or (2) if theAdministrator has determined not to so register such shares, exemptions fromregistration under the Securities Act of 1933 and applicable state securitieslaws are available for such issuance (as determined by counsel to the Company)and the Company has received from Participant (or Participant’sheirs(s) or legal representative(s), in the event of death or Disability)any representations or agreements requested by the Company in order to permitsuch issuance to be made pursuant to such exemptions, and (b) the Companyhas obtained any other consent, approval or permit from any state or federalgovernmental agency which the Administrator shall, in its sole discretion uponthe advice of counsel, deem necessary or advisable.  Unless a registration statement under theSecurities Act of 1933 is in effect with respect to the issuance or transfer ofOption Shares, transfer of such shares shall be restricted unless the Companyreceives an opinion of counsel satisfactory to the Company to the effect thatregistration under the Securities Act of 1933 and applicable state securitieslaws is not required with respect to such transfer.

 

**ARTICLE V.  NONTRANSFERABILITY**

 

This Option shall not be transferable by Participant, eithervoluntarily or involuntarily, or subject to any lien, directly or indirectly,by operation of law or otherwise, except as provided in the Plan.  Any attempt to transfer or encumber thisOption other than in accordance with the Plan shall void this Option and thisOption, to the extent not fully exercised, shall terminate.

 

**ARTICLE VI.  DISPOSITIONS AND WITHHOLDING TAXES**

 

A.           Notification ofDisqualifying Disposition. Prior to making a disposition (as defined in Section 424(c) ofthe Code) of any shares of Common Stock acquired pursuant to the exercise ofthis Option before the expiration of two years after the date hereof or beforethe expiration of one year after the date on

 

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which such shares of CommonStock were transferred to Participant pursuant to exercise of this Option,Participant shall send written notice to the Company of the proposed date ofsuch disposition, the number of shares to be disposed of, the amount ofproceeds to be received from such disposition and any other information relatingto such disposition that the Company may reasonably request.  The right of Participant to make such adisposition shall be conditioned on the receipt by the Company of all amountsnecessary to satisfy any federal, state or local withholding tax requirementsattributable to such disposition.  TheAdministrator shall have the right, in its sole discretion, to endorse anycertificates representing the Option Shares with a legend restricting transferand to cause a stop transfer order to be entered with the Company’s transferagent until such time as the Company receives the amounts necessary to satisfysuch withholding requirements or until the later of the expiration of two yearsfrom the date hereof or one year from the date on which such shares were transferredto Participant pursuant to the exercise of this Option.

 

B.             General Obligation.  The Company is entitled to (a) withholdand deduct from future payments to Participant, or make other arrangements forthe collection of, all legally required amounts necessary to satisfy anyfederal, state or local withholding tax requirements attributable toParticipant’s exercise of this Option, including, without limitation, adisposition of shares of Common Stock described in **Article VI.A**above, that causes this Option to cease to qualify as an “incentive stockoption” within the meaning of Section 422 of the Code and the regulationsthereunder, or (b) require Participant promptly to remit the amount ofsuch withholding to the Company before acting on any such disposition of sharesof Common Stock.  In the event that theCompany is unable to withhold such amounts, for whatever reason, Participanthereby agrees to pay to the Company an amount equal to the amount the Company wouldotherwise be required to withhold under federal, state or local law.

 

C.             Use of Shares.  The Administrator may, in its sole discretionand subject to such rules as the Administrator may adopt, permitParticipant to satisfy, in whole or in part, any withholding tax obligationwhich may arise in connection with the exercise of this Option either byelecting to have the Company withhold from the shares of Common Stock to beissued upon the exercise of this Option that number of shares of common stock,or by electing to deliver to the Company previously-owned shares of commonstock, in either case having a Fair Market Value (determined as set forth inthe Plan) on the date such tax is determined under the Code (the “**Tax Date**”) equal to the amount necessary to satisfy theminimum required tax withholding amount based on the minimum statutorywithholding rates for federal and state tax purposes, including payroll taxes,that are applicable to the supplemental income resulting from the option.  In no event may the Company withhold shareshaving a Fair Market Value in excess of such statutory minimum required taxwithholding.  Participant’s election tohave the company withhold shares of Common Stock or to deliver previously-ownedshares of Common Stock upon exercise is irrevocable and is subject to theconsent of the Administrator and shall otherwise comply with such rules asthe Administrator may adopt to assure compliance with Rule 16b-3 or anysuccessor provision, as then in effect, of the General Rules andRegulations under the Securities and Exchange Act of 1934, if applicable.  To the extent that shares of Common Stock maybe issued prior to the Tax Date to the electing Participant, Participant herebyagrees to surrender that number of shares on the Tax Date having an aggregateFair Market Value (determined as set forth in the Plan) equal to thewithholding tax due.

 

**ARTICLE VII.  CAPITAL ADJUSTMENTS**

 

Pursuant and subject to Section 14 of the Plan, in the event of anincrease or decrease in the number of shares of common stock resulting from astock split, reverse stock split, stock dividend, combination of shares, rightsoffering, reclassification of the common stock, or any other change in thecorporate structure or shares of the Company, the Administrator, in order toprevent dilution or enlargement of the rights of Participant, may makeappropriate adjustment as to the number and kind of securities subject to thisOption.  Any such adjustment affectingthis Option shall be made without change in the aggregate purchase priceapplicable to the unexercised portion of the Option but with an appropriateadjustment in the price for each share or other unit of

 

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any security subject to the Option. Without the consent of Participant,however, no such change shall be made in the terms of the Option if such changewould disqualify the Option from treatment as an “incentive stock option”within the meaning of Code Section 422, or any successor provision, orwould be considered a modification, extension or renewal of an option underCode Section 424(h), or any successor provision.

 

**ARTICLE VIII.  BINDING EFFECT**

 

This Agreement shall be binding upon the heirs, executors,administrators and successors of the parties hereto.

 

**ARTICLE IX.  2007 EQUITY INCENTIVE PLAN**

 

The Option represented by this Agreement has been granted under, and issubject to the terms of, the Plan.  Theterms of the Plan are hereby incorporated by reference herein in their entiretyand Participant, by execution hereof, acknowledges having received a copy ofthe Plan.  Capitalized terms not definedherein shall have the meaning set forth in the Plan.  The provisions of this Agreement shall beinterpreted as to be consistent with the Plan and any ambiguities herein shallbe interpreted by reference to the Plan. In the event that any provision hereof is inconsistent with the terms ofthe Plan, the latter shall prevail.

 

**ARTICLE X.  NON-SOLICITATION**

 

A.           Restrictive Covenant.  During the period beginning on the date ofthis Option and ending on the later of (i) one year following thetermination of Participant’s employment with, or service to, the Company or anAffiliate pursuant to **ARTICLE II.  B** or (ii) the expiration ofthis Option pursuant to **ARTICLE II.  A** or **ARTICLE II.  C**, Participant shall not, exceptwith the express prior written consent of the Company:  (i) directly or indirectly, either forParticipant, or on behalf of any of the Company’s or any Affiliate’scompetitors (“**Competitors**”): (1) induce orattempt to induce any employee, independent contractor or consultant of theCompany or any Affiliate to leave the employ of, or terminate its engagementwith, the Company or any Affiliate; or (2) in any way interfere with therelationship between the Company or any Affiliate and any employee, independentcontractor or consultant of the Company or any affiliate; or (ii) directlyor indirectly, either for Participant, or on behalf of any of the Competitors,solicit the business of any person or entity known to Participant to be acustomer of the Company or any of its Affiliates, where Participant, or anyperson reporting to Participant, had an ongoing business relationship or hadmade substantial efforts with respect to such customer during Participant’semployment with, or service to, the Company or an Affiliate.

 

B.             Violation of RestrictiveCovenant. Participant, by accepting this Option, agrees that the foregoingcovenants are reasonable with respect to their duration and scope.  Participant further acknowledges that the restrictionsare reasonable and necessary for the protection of the legitimate businessinterests of the Company and its Affiliates, that they create no unduehardships, that any violation of these restrictions would cause substantialinjury to the Company and its Affiliates, and that such restrictions were amaterial inducement to the Company to grant this Option.  In the event of any violation or threatenedviolation of these restrictions, any and all rights of Participant under thisOption, whether unvested or vested, shall be forfeited and shall immediatelyterminate and shall thereafter be void.

 

**ARTICLE XI.  MISCELLANEOUS**

 

A.           Employment or OtherRelationship; Rights as Stockholder.  Nothing in this Agreement shall be construedto (a) limit in any way the right of the Company or any Affiliate toterminate the status of Participant as an employee of the Company at any time,or (b) be evidence of any agreement or understanding, express or implied,that the Company or any Affiliate will employ Participant in any particularposition, at any particular rate of compensation or for any particular periodof time.  Participant shall have norights as a stockholder with

 

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respect to shares subject tothe Option until such shares have been issued to Participant upon exercise ofthe Option.  No adjustment shall be madefor dividends (ordinary or extraordinary, whether in cash, securities or otherproperty), distributions or other rights for which the record date is prior tothe date such shares are issued, except as provided in Section 14 of thePlan.

 

B.             Securities Law Compliance.  The exercise of all or any parts of thisOption shall only be effective at such time as counsel to the Company shallhave determined that the issuance and delivery of Common Stock pursuant to suchexercise will not violate any state or federal securities or other laws.  Participant may be required by the Company,as a condition of the effectiveness of any exercise of this Option, to agree inwriting that all Common Stock to be acquired pursuant to such exercise shall beheld, until such time that such Common Stock is registered and freely tradableunder applicable state and federal securities laws, for Participant’s ownaccount without a view to any further distribution thereof, that thecertificates for such shares shall bear an appropriate legend to that effectand that such shares will be not transferred or disposed of except incompliance with applicable state and federal securities laws.

 

C.             Lockup Period Limitation.  Participant agrees that in the event theCompany advises Participant that it plans an underwritten public offering ofits common stock in compliance with the Securities Act of 1933, as amended, andthat the underwriter(s) seek to impose restrictions under which certainstockholders may not sell or contract to sell or grant any option to buy orotherwise dispose of part or all of their stock purchase rights of theunderlying common stock, Participant hereby agrees that for a period not toexceed 180 days from the prospectus, Participant will not sell or contract tosell or grant an option to buy or otherwise dispose of this option or any ofthe underlying shares of common stock without the prior written consent of theunderwriter(s) or its representative(s).

 

D.            Blue Sky Limitation.  Notwithstanding anything in this Agreement tothe contrary, in the event the Company makes any public offering of itssecurities and determines in its sole discretion that it is necessary to reducethe number of issued but unexercised stock purchase rights so as to comply withany state securities or Blue Sky law limitations with respect thereto, theBoard of Directors of the Company shall have the right (i) to acceleratethe exercisability of this Option and the date on which this Option must beexercised, provided that the Company gives Participant 15 days’ prior writtennotice of such acceleration, and (ii) to cancel any portion of this Optionor any other option granted to Participant pursuant to this Agreement which isnot exercised prior to or contemporaneously with such public offering.  Notice shall be deemed given when deliveredpersonally or when deposited in the United States mail, first class postageprepaid and addressed to Participant at the address of Participant on file withthe Company.

 

E.              Accounting Compliance.  Participant agrees that, in the event aChange of Control occurs and Participant is an “affiliate” of the Company orany Subsidiary (as defined in applicable legal and accounting principles) atthe time of such Change of Control, Participant will comply with allrequirements of Rule 145 of the Securities Act of 1933, as amended, andthe requirements of such other legal or accounting principles, and will executeany documents necessary to ensure such compliance.  For purposes of this Agreement, the term “Changeof Control” shall have the meaning set forth in **Article III**above.

 

F.              Stock Legend.  The certificates for any shares of CommonStock purchased by Participant (or, in the case of death, Participant’s heirsor legal representative(s)) shall bear an appropriate legend to reflect therestrictions of this **ARTICLE XI. ** and **Article IV.C**,*provided, however,* that failure to soendorse any of such certificates shall not render invalid or inapplicable this **ARTICLE XI**.

 

G.             Shares Reserved.  The Company shall at all times during theterm of the option period reserve and keep available such number of shares aswill be sufficient to satisfy the requirements of this Agreement.

 

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H.            Arbitration.  Any dispute arising out of or relating tothis Agreement or the alleged breach of it, or the making of this Agreement,including claims of fraud and inducement, shall be discussed between thedisputing parties in a good faith effort to arrive at a mutual settlement ofany such controversy.  If,notwithstanding, such dispute cannot be resolved, such dispute shall be settledby binding arbitration.  Judgment uponthe award rendered by the arbitrator may be entered in any court havingjurisdiction thereof.  The arbitratorshall be a retired state or federal judge or an attorney who has practicedsecurities or business litigation for at least ten (10) years.  If the parties cannot agree on an arbitratorwithin twenty (20) days, any party may request that a judge of the CircuitCourt of Cook County, Illinois select an arbitrator.  Arbitration will be conducted pursuant to theprovisions of this Agreement and the commercial arbitration rules of theAmerican Arbitration Association, unless such rules are inconsistent withthe provisions of this Agreement. Limited civil discovery shall be permitted for the production ofdocuments and taking of depositions. Unresolved discovery disputes may be brought to the attention of thearbitrator who may dispose of such disputes. The arbitrator shall have the authority to award any remedy or reliefthat a court of this state could order or grant; *provided,however,* that punitive or exemplary damages shall not beawarded.  The arbitrator may award to theprevailing party, if any, as determined by the arbitrator, all of its costs andfees, including the arbitrator’s fee, administrative fees, travel expenses,out-of-pocket expenses and reasonable attorney’s fees.  Unless otherwise agreed by the parties, theplace of any arbitration proceedings shall be Chicago, Illinois.

 

**ARTICLE XII.  GOVERNING LAW**

 

This Agreement and all rights and obligations hereunder shall beconstrued in accordance with the Plan and governed by the laws of the State ofDelaware.

 

 

*[SignaturePage Follows]*

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreementeffective the day and year first above written.

 
| ** **                                                                             | ** ** | **BROADWIND ENERGY INC.** |
|----------------------------------------------------------------------------------------|------------|---------------------------|
|                                                                                   |       |                      |
|                                                                                   |       |                      |
|                                                                                   |       | By:                       |
|                                                                                   |       | Its:                      |
| ** **                                                                             | ** ** | ** **                |
| ** **                                                                             | ** ** | ** **                |
| By execution hereof, the Participant acknowledges having received a  copy of the Plan. | ** ** | **PARTICIPANT**           |
|                                                                                   | ** ** | ** **                |

 

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