**Exhibit 10.4**

 

**RESTRICTED STOCK AWARD AGREEMENT**

 

**BROADWIND ENERGY, INC.**

**2007 EQUITY INCENTIVE PLAN**

 

THIS AGREEMENT is enteredinto and effective as of the                            of                      , 20    , by and between Broadwind Energy, Inc., aDelaware corporation (the “**Company**”), and                     (“**Participant**”).

 

**RECITALS**

 

A.            The Participant, on the date hereof, is a key employee,officer or director of, or consultant or advisor to, the Company or one of itsAffiliates; and

 

B.            The Company wishes to grant a restricted stock award toParticipant for shares of the Company’s Common Stock pursuant to the terms andconditions of this Agreement and the Company’s 2007 Equity Incentive Plan (the “**Plan**”);

 

C.            The Administrator has authorized the grant of suchrestricted stock award to Participant.

 

**AGREEMENTS**

 

In consideration of thepremises and of the mutual covenants herein contained, the parties hereto agreeas follows:

 

**ARTICLE I. GRANT OF RESTRICTED STOCK AWARD**

 

The Company hereby grants toParticipant a restricted stock award (the “**Award**”) for                                 (                  )shares of Common Stock on the terms and conditions set forth herein.

 

**ARTICLE II.  RISKS OF FORFEITURE FOR RESTRICTED STOCK**

 

A.            General.  The shares of Common Stock receivedpursuant to the Award shall remain forfeitable until the risks of forfeiturelapse according to the following schedule:

 
| **Lapse Date Subject to Risk of  Forfeiture** | ** ** | **Number of  Shares No Longer** |
|-----------------------------------------------|------------|---------------------------------|
| ** **                                    | ** ** | ** **                      |
| ,20                                           | ** ** | ** **                      |
| ,20                                           |       |                            |
| ,20                                           |       |                            |

 

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B.            Termination of Employment Prior to Lapse of Risks ofForfeiture.  If, prior to the lapsing of the risk of forfeiture of allor any portion of the Award, Participant ceases to be **[a key employee or officer] [a consultant or advisor][a director]** of the Company or any Affiliate for any reason, theParticipant shall forfeit all shares of Common Stock received pursuant to theAward for which the risks of forfeiture have not lapsed.

 

C.            Issuance of Shares; Rights as a Stockholder. TheCompany may cause to be issued one or more stock certificates representing suchshares of Common Stock in Participant’s name, and may hold each suchcertificate or may note in the electronic records that such shares arerestricted until such time as the risk of forfeiture and other transferrestrictions set forth in this Agreement have lapsed with respect to the sharesrepresented by the certificate.  The Company may also place a legend onsuch certificates describing the risks of forfeiture and other transferrestrictions set forth in this Agreement providing for the cancellation of suchcertificates if the shares of Common Stock are forfeited as provided in this **Article I.** Unless the shares subjectto this Agreement have been forfeited, Participant shall be entitled to votethe shares of Common Stock awarded pursuant to this Agreement and shall receiveall dividends and distributions attributable to such shares, both prior to andafter the risks of forfeiture of lapsed.  However, no adjustment shall bemade for dividends (ordinary or extraordinary, whether in cash, securities orother property), distributions or other rights for which the record date isprior to the date such shares are issued, except as provided in Section 14of the Plan and **Article IV** ofthis Agreement.

 

**ARTICLE III.  NONTRANSFERABILITY**

 

This Award shall not betransferable, in whole or in part, by Participant, other than by will or by thelaws of descent and distribution, prior to the date the risks of forfeituredescribed in this Agreement have lapsed.  If Participant shall attempt anytransfer of this Award prior to such date, such transfer shall be void and thisAward shall terminate.

 

**ARTICLE IV. WITHHOLDING TAXES**

 

To permit the Company tocomply with all applicable federal and state income tax laws or regulations,the Company may take such action as it deems appropriate to ensure that, ifnecessary, all applicable federal and state payroll, income or other taxesattributable to this Award are withheld from any amounts payable by the Companyto the Participant.  If the Company is unable to withhold such federal andstate taxes, for whatever reason, Participant hereby agrees to pay to theCompany an amount equal to the amount the Company would otherwise be requiredto withhold under federal or state law prior to the issuance of a certificatefor the shares of Common Stock subject to this Award.  Subject to suchrules as the Administrator may adopt, the Administrator may, in its solediscretion, permit Participant to satisfy such withholding tax obligations, inwhole or in part, by delivering shares of Common Stock, including shares ofCommon Stock received pursuant to this Award for which the risks of forfeiturehave lapsed. Such shares shall have a Fair Market Value equal to the minimumrequired tax withholding, based on the minimum statutory withholding rates forfederal and state tax purposes, including payroll taxes, that are applicable tothe supplemental income attributable to this Award. In no event may theParticipant deliver shares having a Fair Market Value in excess of suchstatutory minimum required tax withholding. The Participant’s election todeliver shares or to have shares withheld for this purpose shall be made on orbefore the date that the amount of tax to be withheld is determined underapplicable tax law.  Such election shall be approved by the Administratorand otherwise comply with such rules as the Administrator may adopt toassure compliance with Rule 16b-3, or any successor provision, as then ineffect, of the General Rules and Regulations under the Securities ExchangeAct of 1934, if applicable.

 

**ARTICLE V. CAPITAL ADJUSTMENTS**

 

Except as otherwisespecifically provided in any employment, change of control, severance orsimilar agreement executed by Participant and the Company, pursuant and subjectto Section 14 of the Plan, certain changes in the number or character ofthe Common Stock of the Company (through sale, merger, consolidation,

 

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exchange, reorganization,divestiture (including a spin-off), liquidation, recapitalization, stock split,stock dividend or otherwise) may result in an adjustment, reduction orenlargement, as appropriate, in the number of shares subject to thisAward.  Any additional shares that are credited pursuant to suchadjustment shall be subject to the same restrictions as are applicable to theshares with respect to which the adjustment relates.

 

**ARTICLE VI.  BINDING EFFECT**

 

This Agreement shall bebinding upon the heirs, executors, administrators and successors of the partieshereto.

 

**ARTICLE VII.  2007 EQUITY INCENTIVE PLAN**

 

The Award represented bythis Agreement has been granted under, and is subject to the terms of, thePlan.  The terms of the Plan are hereby incorporated by reference hereinin their entirety and Participant, by execution hereof, acknowledges havingreceived a copy of the Plan.  Capitalized terms not defined herein shallhave the meaning set forth in the Plan.  The provisions of this Agreementshall be interpreted as to be consistent with the Plan and any ambiguitiesherein shall be interpreted by reference to the Plan.  In the event thatany provision hereof is inconsistent with the terms of the Plan, the lattershall prevail.

 

**ARTICLE VIII. NON-SOLICITATION**

 

A.            RestrictiveCovenant.  During the periodbeginning on the date of this Award and ending on the date which is one yearfollowing the termination of Participant’s employment with, or service to, theCompany or an Affiliate pursuant to **Article II.B,**Participant shall not, except with the express prior written consent of theCompany:  (i) directly orindirectly, either for Participant, or on behalf of any of the Company’s or anyAffiliate’s competitors (“**Competitors**”):(1) induce or attempt to induce any employee, independent contractor orconsultant of the Company or any Affiliate to leave the employ of, or terminateits engagement with, the Company or any Affiliate; or (2) in any wayinterfere with the relationship between the Company or any Affiliate and anyemployee, independent contractor or consultant of the Company or any Affiliate;or (ii) directly or indirectly, either for Participant, or on behalf ofany of the Competitors, solicit the business of any person or entity known toParticipant to be a customer of the Company or any of its Affiliates, whereParticipant, or any person reporting to Participant, had an ongoing businessrelationship or had made substantial efforts with respect to such customerduring Participant’s employment with, or service to, the Company or anAffiliate.

 

B.            Violation of Restrictive Covenant.  Participant, by accepting this Award, agreesthat the foregoing covenants are reasonable with respect to their duration andscope.  Participant further acknowledgesthat the restrictions are reasonable and necessary for the protection of thelegitimate business interests of the Company and its Affiliates, that theycreate no undue hardships, that any violation of these restrictions would causesubstantial injury to the Company and its Affiliates, and that such restrictionswere a material inducement to the Company to grant this Award.  In the event of any violation or threatenedviolation of these restrictions, Participant shall forfeit all restricted stockunits subject to this Award which have not vested and this Award shallterminate as of the date of the violation or threatened violation of theserestrictions.

 

**ARTICLE IX. MISCELLANEOUS**

 

A.            Employment or Other Relationship.  Nothing inthis Agreement shall be construed to (a) limit in any way the right of theCompany or any Affiliate to terminate the status of Participant as an employeeof the Company at any time, or (b) be evidence of any agreement orunderstanding, express or implied, that the Company or any Affiliate willemploy Participant in any particular position, at any particular rate ofcompensation or for any particular period of time.

 

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B.            Securities Law Compliance.  Participant shallnot transfer or otherwise dispose of the shares of Common Stock receivedpursuant to this Agreement until such time as counsel to the Company shall havedetermined that such transfer or other disposition will not violate any stateor federal securities laws.  Participant may be required by the Company,as a condition of the effectiveness of this Award, to agree in writing that allCommon Stock subject to this Agreement shall be held, until such time that suchCommon Stock is registered or otherwise freely tradable under applicablestate and federal securities laws, for Participant’s own account without a viewto any further distribution thereof, that the certificates for such sharesshall bear an appropriate legend to that effect and that such shares will benot transferred or disposed of except in compliance with applicable state andfederal securities laws.

 

C.            Lockup Period Limitation.  Participant agreesthat in the event the Company advises Participant that it plans an underwrittenpublic offering of its Common Stock in compliance with the Securities Act of1933, as amended, and that the underwriter(s) seek to impose restrictionsunder which certain stockholders may not sell or contract to sell or grant anyoption to buy or otherwise dispose of part or all of their stock purchaserights of the underlying Common Stock, Participant hereby agrees that for aperiod not to exceed 180 days from the prospectus, Participant will not sell orcontract to sell or grant an option to buy or otherwise dispose of this Awardor any of the underlying shares of Common Stock without the prior writtenconsent of the of the underwriter(s) or its representative(s).

 

D.            Blue Sky Limitation.  Notwithstandinganything in this Agreement to the contrary, in the event the Company makes anypublic offering of its securities and determines, in its sole discretion, thatit is necessary to reduce the number of issued but unexercised stock purchaserights so as to comply with any state securities or Blue Sky law limitationswith respect thereto, the Administrator of the Company may accelerate theforfeiture period of this restricted stock award, provided that the Companygives Participant 15 days’ prior written notice of such acceleration. Notice shall be deemed given when delivered personally or when deposited in theUnited States mail, first class postage prepaid and addressed to Participant atthe address of Participant on file with the Company.

 

E.             Accounting Compliance.  Participant agreesthat, if a “transaction” (as defined in Section 14 of the Plan) occurs andParticipant is an “affiliate” of the Company or any Affiliate (as defined inapplicable legal and accounting principles) at the time of such transaction,Participant will comply with all requirements of Rule 145 of theSecurities Act of 1933, as amended, and the requirements of such other legal oraccounting principles, and will execute any documents necessary to ensure suchcompliance.

 

F.             Stock Legend.  The Administrator may requirethat the certificates for any shares of Common Stock issued to Participant (or,in the case of death, Participant’s successors)  under this Agreementshall bear an appropriate legend to reflect the restrictions of this Article;provided, however, that failure to so endorse any of such certificates shallnot render invalid or inapplicable this **Article IX**.

 

G.            Shares Reserved.  The Company shall at alltimes during the term of this Award reserve and keep available such number ofshares as will be sufficient to satisfy the requirements of this Agreement.

 

H.            Arbitration.  Any dispute arising out of orrelating to this Agreement or the alleged breach of it, or the making of thisAgreement, including claims of fraud and inducement, shall be discussed betweenthe disputing parties in a good faith effort to arrive at a mutual settlementof any such controversy.  If, notwithstanding, such dispute cannot beresolved, such dispute shall be settled by binding arbitration.  Judgmentupon the award rendered by the arbitrator may be entered in any court havingjurisdiction thereof.  The arbitrator shall be a retired state or federaljudge or an attorney who has practiced securities or business litigation for atleast 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.  Arbitrationwill be conducted pursuant to the provisions of this Agreement and thecommercial arbitration rules of the American

 

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Arbitration Association, unless such rules areinconsistent with the provisions of this Agreement.  Limited civildiscovery shall be permitted for the production of documents and taking ofdepositions.  Unresolved discovery disputes may be brought to theattention of the arbitrator who may dispose of such disputes.  Thearbitrator shall have the authority to award any remedy or relief that a courtof this state could order or grant; provided, however, that punitive orexemplary damages shall not be awarded.  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 otherwiseagreed by the parties, the place of any arbitration proceedings shall beChicago, Illinois.

 

**ARTICLE X.  GOVERNING LAW**

 

This Agreement and allrights and obligations hereunder shall be construed in accordance with the Planand governed by the laws of the State of Delaware.

 

*[Signature page follows]*

 

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IN WITNESS WHEREOF, theparties hereto have executed this Agreement effective the day and year firstabove written.

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

 

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