Exhibit 10.2


 


AMENDED
AND RESTATED


EMPLOYMENT
AGREEMENT


 


This EMPLOYMENT AGREEMENT
(the “Agreement”), originally
effective as of October 22, 2007, is hereby amended and restated effective
as of November 12, 2008, by and between BROADWIND ENERGY, INC. (the “Company”),
and Matthew Gadow (“Executive”).


 


WHEREAS, the Company is engaged in the business of
manufacturing wind turbine tower structures, gearing and gear sets for wind
gearboxes, specialized heavy-haul transportation services for the wind
industry, service and maintenance of wind turbines, and wind turbine
construction labor support (the “Company Business”);


 


WHEREAS, Executive was initially employed by the
Company as Executive Vice President of Strategic Planning and, thereafter,
became employed by the Company as its Chief Financial Officer;


 


WHEREAS, the Company desires to continue to employ
Executive and Executive desires to continue to be employed by the Company; and


 


WHEREAS, the Company and Executive desire to enter
into this Agreement to amend and restate the rights, duties, benefits and
obligations with respect to the employment of Executive by the Company under
the terms and conditions herein provided.


 


NOW, THEREFORE, in consideration of Executive’s
employment with the Company, and the mutual and respective covenants and
agreements of the parties herein contained, and other good and valuable
consideration present but not specifically set forth, the parties hereto agree
as follows:


 


1.             Employment.  The Company hereby agrees to continue to
employ Executive as Executive Vice President and Chief Financial Officer of the
Company, and Executive hereby agrees to be employed by the Company, on the
terms and conditions set forth herein. 
This Agreement and Executive’s employment by the Company commenced on October 22,
2007 (the “Start Date”) and this
Agreement and Executive’s employment hereunder continues and shall end on the
third anniversary of the Start Date, unless sooner terminated in accordance
with the provisions of Section 6 hereof (the “Term”).
The Term will thereafter automatically extend for successive one-year periods,
but Executive’s employment may at any time be terminated in accordance with the
provisions of Section 6 hereof.


 


2.             Duties and Responsibilities. 
Executive shall serve as Executive Vice President and Chief Financial
Officer of the Company and shall report to the Chief Executive Officer, the
Company’s Board of Directors (the “Board”),
and his/their designees.  Executive shall have the duties and
responsibilities that are commensurate with that position, as well as such
other duties as may be assigned to Executive by the Chief Executive Officer or
the Board from time to time.  Executive
shall devote all of his working time and best efforts to the business and
affairs of the Company except for such time as shall reasonably be required to
serve in connection with civic or charitable activities, or manage Executive’s
financial matters, provided that such activities, in the aggregate, do not
interfere with Executive’s ability to perform the duties and responsibilities 


 

















 


of his employment
hereunder.  Executive shall follow the
direction of the Chief Executive Officer, the Board and his/their designees,
and shall perform all duties and responsibilities of the position that he
holds, as those duties and responsibilities may change from time to time.  Executive shall comply with the Company’s
standards, policies and procedures in effect on the date of this Agreement and
as they may change from time to time.


 


3.             Compensation and
Related Matters.


 


(a)           Base Salary. 
Effective as of October 23, 2008, Executive shall receive an annual
base salary of Three Hundred Thousand US Dollars ($300,000), less required and
authorized withholding and deductions. 
Executive’s salary shall be subject to review and adjustment by the
Company at least annually (except that no adjustment shall be made prior to March 1,
2010), and paid in accordance with the Company’s regular payroll schedule as it
applies to salaried employees (“Base Salary”).


 


(b)           Bonus.  For 2008,
Executive will be eligible for an annual bonus of up to 100% of his Base Salary
in accordance with goals as mutually agreed upon in advance between Executive
and the Company.  For 2009 and
thereafter, Executive will be eligible for an annual bonus in an amount, and
pursuant to such terms, as set forth in a written plan or other written
arrangement adopted by the Company.


 


(c)           Stock.  Executive
shall be eligible to participate in the Company’s common stock incentive plan
as in effect from time to time.  The
Company has granted Executive 400,000 stock options on the Start Date with a
five-year vesting schedule under the Company’s 2007 Equity Incentive Plan.  The Company may grant Executive additional
stock options, restricted stock units or other awards under the Company’s 2007
Equity Incentive Plan based on individual and Company performance criteria to
be established by the Board.


 


(d)           Benefits.  Executive
shall be entitled to all rights and benefits for which he is eligible under the
terms and conditions of the Company’s standard benefits and compensation
practices that may be in effect from time to time and provided by the Company
to its employees generally.  In addition
to, and not in limitation of, the foregoing, during the Term, Executive shall
be eligible to accrue up to four weeks (20 business days) of paid time off
(PTO) per anniversary year exclusive of any business day with respect to which
the Company is closed for business due to any federal, state or local holiday
or any day off generally granted by the Company to its employees, subject to
the Company’s then-current paid time off policy (which shall not have the
effect of reducing said four weeks (20 business days) of paid vacation).  In addition to, and not in limitation of the
foregoing, during the Term, Executive shall receive any additional benefits
generally provided by the Company to executive employees of the Company,
including group health insurance for Executive and dependants, life insurance,
and long term disability insurance, and participation in the Company’s 401(k) plan,
all in accordance with applicable plan documents.


 


(e)           Expense Reimbursement. 
The Company will reimburse Executive for reasonable business expenses in
accordance with the Company’s standard expense account and reimbursement
policies.


 


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4.             Representations and Warranties of Executive.  In order to induce the Company to employ
Executive, Executive hereby represents and warrants to the Company as follows:


 


(a)           Binding Agreement. 
This Agreement has been duly executed and delivered by Executive and
constitutes a legal, valid and binding obligation of Executive and is
enforceable against Executive in accordance with its terms.


 


(b)           No Violations of Law. 
The execution and delivery of this Agreement and the other agreements
contemplated hereby by Executive do not, and the performance by Executive of
his obligations under this Agreement and the other agreements contemplated
hereby will not, violate any term or provision of any law, or any writ,
judgment, decree, injunction, or similar order applicable to Executive.


 


(c)           Litigation.  Executive
is not involved in any proceeding, claim, lawsuit, or investigation alleging
wrongdoing by Executive before any court or public or private arbitration board
or panel or governmental department, commission, board, bureau, agency or
instrumentality.


 


(d)           No Conflicting Obligations. 
Executive is not under, or bound to be under in the future, any
obligation to any person or entity that is or would be inconsistent or in
conflict with this Agreement or would prevent, limit, or impair in any way the
performance by him of his obligations hereunder, including but not limited to
any duties owed to any former employers not to compete or use or disclose
confidential information.  Executive
represents and agrees that he will not disclose to the Company or use on behalf
of the Company any confidential information or trade secrets belonging to a
third party, including any former employer. 
Executive further represents and agrees that he has returned, or will
return before his last day of employment with his current employer, all
property belonging to Executive’s current and previous employers, including but
not limited to any and all confidential information.  Provided these representations are met by
Executive and Executive has acted in good faith and has not otherwise violated
any contractual or legal obligations, the Company will provide and pay for
legal services to defend the Executive in the event of litigation initiated by
Executive’s preceding employer.  In the
event the Company is required to defend Executive pursuant to this Section, the
Company and Executive shall be represented by the same legal counsel as chosen
by the Company.


 


5.             Restrictive Covenants.


 


(a)           Confidentiality Critical. 
The parties agree that the business in which the Company is engaged is
highly sales-oriented and the goodwill established between Executive and the
Company’s customers and potential customers is a valuable and legitimate
business interest worthy of protection under this Agreement.  Executive acknowledges and agrees that
developing and maintaining business relationships is an important and essential
business interest of the Company. 
Executive further recognizes that, by virtue of his employment by the
Company, he will be granted otherwise prohibited access to confidential and
proprietary data of the Company which is not known to its competitors and which
has independent economic value to the Company and that he will gain an intimate
knowledge of the Company’s business and its policies, customers, employees and
trade secrets, and of other confidential, proprietary, 


 


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privileged, or secret information of the Company and its customers (“Customers”) (collectively, all such
nonpublic information is referred to as “Confidential Information”).


 


This Confidential
Information includes, but is not limited to data relating to the Company’s
marketing and servicing programs, procedures and techniques; business,
management and personnel strategies; the criteria and formulae used by the
Company in pricing its products, loss control and information management
services; the Company’s products and services; the Company’s computer system and
software; lists of prospects; customer lists; the identity, authority and
responsibilities of key contacts at accounts of Customers; and the composition
and organization of Customers’ business. 
Executive recognizes and admits that this Confidential Information
constitutes valuable property of the Company, developed over a long period of
time and at substantial expense, and worthy of protection.  Executive acknowledges and agrees that only
through his employment with the Company could he have the opportunity to learn
this Confidential Information.  The
Company acknowledges and agrees that Executive has prior and substantial
knowledge of the wind industry.


 


(b)           Confidential Information. 
Executive shall not at any time (for any reason), directly or indirectly,
for himself or on behalf of any other person or entity, (A) disclose to
any person or entity (except to employees or other representatives of the
Company who need to know such Confidential Information to the extent reasonably
necessary for Executive to perform his duties under this Agreement or such
employees or representatives to perform their duties on behalf of the Company,
and except as required by law) any Confidential Information, including, without
limitation, business or trade secrets of, or products or methods or techniques
used by, the Company, or any Confidential Information whatsoever concerning the
Customers, (B) use, directly or indirectly, for his own benefit or for the
benefit of another (other than a Customer) any of such Confidential Information,
or (C) assist any other person or entity in connection with any action
described in either of the foregoing clauses (A) and (B).


 


(c)           Noninterference with Employees.  Executive further agrees that the Company has
expended considerable time, energy and resources into training its other
employees (“Co-Workers”).  As a result,
during his employment with the Company and for a period of eighteen (18) months
thereafter, Executive shall not, for any reason, directly or indirectly, for
himself or on behalf of any other person or entity, (A) induce or attempt
to induce any Co-Worker to terminate employment with the Company, (B) interfere
with or disrupt the Company’s relationship with any of the Co-Workers, (C) solicit,
entice, hire, cause to hire, or take away any person employed by the Company at
that time or during the eighteen (18) month period preceding Executive’s last
day of employment with the Company, or (D) assist any other person or
entity in connection with any action described in any of the foregoing clauses (A) through
(C).


 


(d)           Non-competition. 
Executive further agrees with the Company to the following
provisions, all of which Executive acknowledges and agrees are necessary to
protect the Company’s legitimate business interests.  Executive
covenants and agrees with the Company that:


 


(i)            Unless otherwise
agreed between the parties, Executive
shall not, during his employment with the Company and for a period of eighteen
(18) months 


 


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thereafter, either directly or indirectly, engage in, render service or
other assistance to, or sell products or services, or provide resources of any
kind, whether as an owner, partner, shareholder, officer, director, employee,
consultant or in any other capacity, whether or not for consideration, to any
person, corporation, or any entity, whatsoever, that owns, operates or conducts
a business that competes, in any way, with the Company Business (as defined at
the start of this Agreement), other than the ownership of 5% or less of the
shares of a public company where Executive is not active in the day-to-day
management of such company.   With respect to the post employment
application of this Section 5(d)(i), the restrictions shall extend only to
those specific countries or provinces where the Company conducts business on
the day that Executive’s employment with the Company terminates.


 


(ii)           Executive shall not, during his
employment with the Company and for a period of eighteen (18) months
thereafter, either directly or indirectly, (A) solicit, call on or contact
any Customer of the Company with whom Executive has had material contact during
his employment with the Company for the purpose or with the effect of offering
any products or services of any kind offered by the Company at that time or
during his employment with the Company, (B) request or advise any present
or future vendors or suppliers to the Company to cancel any contracts, or
curtail their dealings, with the Company, or (C) assist any other person
or entity in connection with any action described in any of the foregoing
clauses (A) through (B).


 


(iii)          During his employment with the Company,
Executive shall not own, or permit ownership by Executive’s spouse or any minor
children under the parental control of Executive, directly or indirectly, an
amount in excess of five percent (5%) of the outstanding shares of stock of a
corporation, or five percent (5%) of any business venture of any kind, which
operates or conducts a business that competes, in any way, with the Company.


 


(e)           Non-disparagement.  At
any time during or after Executive’s employment with the Company, Executive
shall not disparage the Company or any shareholders, directors, officers,
employees, or agents of the Company. 
During and after Executive’s employment with the Company, neither the
Company nor its directors or officers shall disparage Executive to third
parties.


 


(f)            Understandings.


 


(i)            The
provisions of this Section 5 shall be construed as an agreement
independent of any other claim.  The
existence of any claim or cause of action of Executive against the Company,
whether predicated on Executive’s employment or otherwise, shall not constitute
a defense to the enforcement by the Company of the terms of Section 5 of
this Agreement.  Executive waives any
right to a jury trial in any litigation relating to or arising from this
Agreement.


 


(ii)           Executive
acknowledges and agrees that the covenants and agreements contained herein are
necessary for the protection of the Company’s legitimate business interests and
are reasonable in scope and content. 
Executive agrees that the 


 


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restrictions contained in this Section 5 are reasonable and will
not unduly restrict him in securing other employment or income in the event his
employment with the Company ends. 
Executive acknowledges and agrees that he executed this Agreement on or
before his first day of employment with the Company.


 


(g)           Injunctive Relief. 
Executive acknowledges and agrees that any breach by him of any of the
covenants or agreements contained in this Section 5 would give rise to
irreparable injury and would not be adequately compensable in damages.  Accordingly, Executive agrees that the
Company may seek and obtain injunctive relief against the breach or threatened
breach of any of the provisions of this Agreement in addition to any other
legal or equitable remedies available.


 


(h)           Reformation and Survival. 
The Company and Executive agree and stipulate that the agreements and
covenants contained in this Agreement and specifically of this Section 5
are fair and reasonable in light of all of the facts and circumstances of the
relationship between them.  The Company
and Executive agree and stipulate that Executive has hereby agreed to be bound to
the obligations, restrictions and covenants of this Section 5 as a
condition to his employment and in consideration of his compensation, stock
option grant, severance terms, and all other terms and provisions of this
Agreement.  The Company and Executive
acknowledge their awareness, however, that in certain circumstances courts have
refused to enforce certain agreements not to compete.  The Company and Executive agree that, if any term, clause, subpart, or provision of
this Agreement is for any reason adjudged by a Court of competent jurisdiction
to be invalid, unreasonable, unenforceable or void, the same will be treated as
severable, and shall be modified to the extent necessary to be legally
enforceable to the fullest extent permitted by applicable law, and that such
modification will not impair or invalidate any of the other provisions of this
Agreement, all of which will be performed in accordance with their respective
terms.  Thus, in furtherance of,
and not in derogation of, the provisions of this Section 5, the Company
and Executive agree that in such event, this Section 5 shall be deemed to
be modified or reformed to restrict Executive’s conduct to the maximum extent
(in terms of time, geography, and business scope) that the court shall
determine to be enforceable.  The
provisions of this Section 5 shall survive the termination of this
Agreement and Executive’s resignation or termination of employment, regardless
of the reason and whether voluntary or involuntary.


 


6.             Termination.


 


(a)           Termination By The Company With Cause.  The Company has the right, in its reasonable
determination at any time during the Term, to terminate Executive’s employment
with the Company for Cause (as defined below) by giving written notice to
Executive as described in this Section 6(a).  Prior to the effectiveness of termination for
Cause under subclause (i), (ii), (iii) or (iv) below, Executive shall
be given thirty (30) calendar days’ prior written notice from the Company,
specifically identifying the reasons which are alleged to constitute Cause for
any termination pursuant to the aforementioned subclauses, and an opportunity
to cure in the event Executive disputes such allegations; provided,
however, that the Company shall have no
obligation to continue to employ Executive following such thirty (30) calendar
day notice period unless Executive has cured the condition giving rise to the
Cause.  The Company’s termination of
Executive’s employment for Cause under subclause (v) or (vi) below
shall be effective immediately upon the Company’s written notice to
Executive.  If the 


 


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Company terminates Executive’s employment for Cause, the Company’s
obligation to Executive shall be limited solely to the payment of unpaid Base
Salary accrued up to the effective date of termination plus any accrued but
unpaid benefits to the effective date of termination, and any unpaid bonus
earned in accordance with the then applicable bonus plan or program to the
effective date of termination.


 


As used in this
Agreement, the term “Cause”
shall mean and include (i) Executive’s abuse of alcohol that affects
Executive’s performance of Executive’s duties under this Agreement, or use of
any controlled substance; (ii) a willful act of fraud, dishonesty or breach
of fiduciary duty on the part of Executive with respect to the business or
affairs of the Company; (iii) material failure by Executive to comply with
applicable laws and regulations or professional standards relating to the
business of the Company; (iv) material failure by Executive to
satisfactorily perform his duties hereunder, a material breach by Executive of
this Agreement, or Executive engaging in conduct that materially conflicts with
the best interests of the Company or that may materially harm the Company’s
reputation; (v) Executive being subject to an inquiry or investigation by
a governmental authority or self-regulatory organization such that the
existence of such inquiry or investigation may result in damage to the Company’s
business interests, licenses, reputation or prospects; or (vi) conviction
of a felony or a misdemeanor involving moral turpitude.


 


(b)           Termination By The Company Without Cause.  The Company shall have the right, at any time
during the Term, to terminate Executive’s employment with the Company without
Cause by giving written notice to Executive, which termination shall be
effective thirty (30) calendar days from the date of such written notice.  The Company may provide thirty (30) days pay
in lieu of notice.  If the Company
terminates Executive’s employment without Cause, the Company’s obligation to
Executive shall be limited solely to (i) unpaid Base Salary plus any
accrued but unpaid benefits to the effective date of termination, and any
unpaid bonus earned in accordance with the then applicable bonus plan or
program to the effective date of termination; (ii) severance in an amount
equal to Executive’s then-current Base Salary for a period of eighteen (18)
months; and (iii) if Executive is eligible for and timely elects COBRA
coverage for health insurance coverage, payment of Executive’s COBRA premiums
for the health insurance coverage for a period of up to eighteen (18) months,
payments to be made on a monthly basis when the premiums are due.  Executive’s rights with regard to equity
incentive awards, including stock options and restricted stock units, shall be
governed by separate applicable agreements entered into between Executive and
the Company.  As a condition to his
receipt of the post-employment payments and benefits under this Section 6(b),
Executive must be in compliance with Section 5 of this Agreement, and must
execute, return, not rescind and comply with a general release of claims
agreement in favor of the Company and related entities and individuals, within
the timeframe and in a form to be prescribed by the Company.  The severance shall be paid in equal
installments according to the normal payroll schedule, the first payment to
Executive to be made on the next scheduled payroll date that occurs within
ninety (90) days after the date of Executive’s termination of employment,
provided that the Company has received the signed general release of claims
agreement and Executive has not rescinded such agreement within the rescission
period set forth in such agreement. 
Executive shall have no duty to mitigate damages under this Section 6(b) during
the applicable severance period and, in the event Executive shall subsequently
receive income from providing Executive’s services to any person or entity,
including self employment income, or otherwise, then no such 


 


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income shall in any manner offset or otherwise reduce the payment
obligations of the Company hereunder.


 


Notwithstanding anything herein to the contrary, this Section 6(b) shall
not apply if Executive’s employment is terminated by the Company or a
succeeding entity without Cause upon or within one year of a Change of Control
at any time during the Term as described in Section 7 hereof.  In such case, Section 7 of this
Agreement shall control.


 


(c)           Termination By Executive for Good Reason.  Executive has the right, in his reasonable
determination at any time during the Term, to terminate his employment with the
Company for Good Reason (as defined in this Section 6(c) below) by
giving written notice to the Company as described in this Section 6(c) below.  Prior to the effectiveness of termination for
Good Reason, the Company shall be given thirty (30) calendar days’ prior
written notice from Executive, specifically identifying the reasons which are
alleged to constitute Good Reason, and an opportunity to cure; provided, however, that
Executive shall have no obligation to continue his employment with the Company
following such thirty (30) calendar day notice period unless the Company cures
the event(s) giving rise to Executive’s Good Reason notice.  As used in this Section 6(c), the term “Good Reason”  shall
mean and include (i) assignment to Executive of duties materially
inconsistent with Executive’s position, (ii) requiring Executive to move
his place of employment more than 50 miles from his place of employment prior
to such move, or (iii) a material breach by the Company of this Agreement;
provided that in any such case Executive has not consented thereto.


 


If Executive
terminates his employment for Good Reason, the Company’s obligation to
Executive shall be limited solely to (i) unpaid Base Salary plus any
accrued but unpaid benefits to the effective date of termination, and any
unpaid bonus earned in accordance with the then applicable bonus plan or
program to the effective date of termination; (ii) severance in an amount
equal to Executive’s then-current Base Salary for a period of eighteen (18)
months; and (iii) if Executive is eligible for and timely elects COBRA coverage
for health insurance coverage, payment of Executive’s COBRA premiums for the
health insurance coverage for a period of up to eighteen (18) months, payments
to be made on a monthly basis when the premiums are due.  Executive’s rights with regard to equity
incentive awards, including stock options and restricted stock units, shall be
governed by separate applicable agreements entered into between Executive and
the Company.  As a condition to his
receipt of the post-employment payments and benefits under this Section 6(c),
Executive must be in compliance with Section 5 of this Agreement, and must
execute, return, not rescind and comply with a general release of claims
agreement in favor of the Company and related entities and individuals, within
the timeframe and in a form to be prescribed by the Company.  The severance shall be paid in equal
installments according to the normal payroll schedule, the first payment to
Executive to be made on the next scheduled payroll date that occurs within
ninety (90) days after the date of Executive’s termination of employment,
provided that the Company has received the signed general release of claims
agreement and Executive has not rescinded such agreement within the rescission
period set forth in such agreement.  Executive
shall have no duty to mitigate damages under this Section 6(c) during
the applicable severance period and, in the event Executive shall subsequently
receive income from providing Executive’s services to any person or entity,
including self employment income, or otherwise, then no such income shall in
any manner offset or otherwise reduce the payment obligations of the Company
hereunder.


 


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Notwithstanding
anything herein to the contrary, this Section 6(c) shall not apply if
Executive terminates his employment with the Company or a succeeding entity for
Good Reason upon or within one year of a Change of Control at any time during
the Term as described in Section 7 hereof. 
In such case, Section 7 of this Agreement shall control.


 


Executive has the
right, at any time during the Term, to terminate his employment with the
Company without Good Reason (as defined above) by giving written notice to the
Company, which termination shall be effective sixty (60) calendar days from the
date of such written notice.  If
Executive terminates his employment without Good Reason, the Company’s
obligation to Executive shall be limited solely to the payment of unpaid Base
Salary accrued up to the effective date of termination plus any accrued but
unpaid bonus and benefits.


 


(d)           Termination Upon Disability. 
The Company shall have the right, at any time during the Term, to
terminate Executive’s employment if, during the term hereof, Executive becomes
physically or mentally disabled, whether totally or partially, as evidenced by
the written statement of a competent physician licensed to practice medicine in
the United States who is mutually acceptable to the Company and Executive, so
that Executive is unable to perform the essential functions of his job duties
hereunder, with or without reasonable accommodation, for (i) a period of
three (3) consecutive months, or (ii) for shorter periods aggregating
ninety (90) calendar days during any twelve-month period.  If the Company terminates Executive’s
employment under this Section 6(d), the Company’s obligation to Executive
shall be limited solely to the payment of unpaid Base Salary to the effective
date of termination, plus any accrued but unpaid benefits to the effective date
of termination, and any unpaid bonus earned in accordance with the then
applicable bonus plan or program to the effective date of termination.


 


(e)           Termination upon Death. 
If Executive dies during the Term, this Agreement shall terminate,
except that Executive’s legal representatives shall be entitled to receive the
Base Salary and other accrued benefits earned up to the date of Executive’s
death.


 


7.             Change of
Control.


 


(a)           Anything
in this Agreement to the contrary notwithstanding, if, upon or within one year
of a Change of Control (as defined below) occurring at any time during the
Term, the Company or a succeeding entity terminates Executive without Cause (as
defined above) or the Executive terminates his employment for Good Reason (as
defined in Section 6(c) above), the Company or the succeeding entity’s
obligation to Executive shall be (i) unpaid Base Salary, bonus and
benefits accrued up to the effective date of termination, (ii) a lump sum
payment equal to Executive’s then-current Base Salary for a period of
twenty-four (24) months, and (iii) if Executive is eligible for and timely
elects COBRA coverage for health insurance coverage, payment of Executive’s
COBRA premiums for health insurance coverage for a period of up to eighteen
(18) months, payments to be made on a monthly basis when the premiums are
due.  In the event of a without Cause
Change of Control termination as described herein, these payments shall be in
lieu of, and not in addition to, any severance pay or benefits set forth in Section 6(b) of
this Agreement.  Notwithstanding anything
to the contrary contained herein or in any award agreement between Executive
and the Company, in the event of a Change of Control (as defined below), (i) all
unvested awards held by the Executive under the Company’s 2007 Equity Incentive
Plan, including stock options described in Section 3(c) and any other



 


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subsequent awards, shall become fully vested upon the Change of Control
and, if applicable, immediately exercisable, (ii) each such award, and
each already vested award described in Section 3(c), which is a stock
option shall continue to be exercisable for the remainder of its term, and (iii) with
respect to any award under the Company’s 2007 Equity Incentive Plan that is
subject to the attainment of performance objectives or specified performance
criteria, such performance objectives and criteria shall be deemed satisfied at
the target level and any performance period shall be deemed to end as of the
date of the Change of Control.  As a
condition to his receipt of the post-employment payments and benefits under
this Section 7(a), other than the vesting of awards described in the
preceding sentence, Executive must be in compliance with Section 5 of this
Agreement, and must execute, return, not rescind and comply with a release of
claims agreement in favor of the Company, related entities and individuals and
the succeeding entity, within the timeframe and in a form to be prescribed by
the Company or a succeeding entity.  The
severance shall be paid in a lump sum within ninety (90) calendar days after
the date of Executive’s termination of employment, provided that the Company
has received the signed general release of claims agreement and Executive has
not rescinded such agreement within the rescission period set forth in such
agreement.


 


(b)           Change of Control Defined. 
For purposes of this Agreement, a “Change of Control” shall mean the
occurrence of a “change in the ownership,” a “change in the effective control”
or a “change in the ownership of a substantial portion of the assets” of the
Company during the Term, as determined in accordance with this Section 7(b).  In determining whether an event shall be
considered a “change in the ownership,” a “change in the effective control” or
a “change in the ownership of a substantial portion of the assets” of the
Company, the following provisions shall apply:


 


(i)            A
“change in the ownership” of the Company shall occur on the date on which any
one person, or more than one person acting as a group (other than Tontine
Capital Partners, L.P. and its affiliates), acquires ownership of stock of the
Company that, together with stock held by such person or group, constitutes
more than 50% of the total fair market value or total voting power of the stock
of the Company, as determined in accordance with Treasury Regulation §
1.409A-3(i)(5)(v).  If a person or group
is considered either to own more than 50% of the total fair market value or
total voting power of the stock of the Company, or to have effective control of
the Company within the meaning of clause (ii) of this Section 7(b),
and such person or group acquires additional stock of the Company, the
acquisition of additional stock by such person or group shall not be considered
to cause a “change in the ownership” of the Company.


 


(ii)           A
“change in the effective control” of the Company shall occur on either of the
following dates:


 


(A)          The
date on which any one person, or more than one person acting as a group (other
than Tontine Capital Partners, L.P. and its affiliates), acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Company
possessing 40% or more of the total voting power of the stock of the Company,
as determined in accordance with Treasury Regulation § 1.409A-3(i)(5)(vi).  If a person or group is considered to possess
40% or more of the total voting power of 


 


10

















 


the stock of the Company, and such person or group acquires additional
stock of the Company, the acquisition of additional stock by such person or
group shall not be considered to cause a “change in the effective control” of
the Company; or


 


(B)           The
date on which a majority of the members of the Board is replaced during any
12-month period by directors whose appointment or election is not endorsed by a
majority of the members of the Board before the date of the appointment or
election, as determined in accordance with Treasury Regulation §
1.409A-3(i)(5)(vi).


 


(iii)          A “change in the ownership of a substantial
portion of the assets” of the Company shall occur on the date on which any one
person, or more than one person acting as a group (other than Tontine Capital
Partners, L.P. and its affiliates), acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such
person or persons) assets from the Company that have a total gross fair market
value equal to or more than 40% of the total gross fair market value of all of
the assets of the Company immediately before such acquisition or acquisitions,
as determined in accordance with Treasury Regulation § 1.409A-3(i)(5)(vii).  A transfer of assets shall not be treated as
a “change in the ownership of a substantial portion of the assets” when such
transfer is made to an entity that is controlled by the shareholders of the
Company, as determined in accordance with Treasury Regulation §
1.409A-3(i)(5)(vii)(B).


 


In all cases, the determination of whether a Change of Control has
occurred shall be made in accordance with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and
the regulations, notices and other guidance of general applicability issued
thereunder.


 


8.             Code Section 409A.  Notwithstanding
anything herein to the contrary, if any payments to be made, or benefits to be
provided, to Executive hereunder are subject to the requirements of Code Section 409A
and the Company determines that Executive is a “specified employee” as defined
in Code Section 409A as of the date of the termination, then, to the
extent such payments or benefits do not satisfy the separation pay exemption
described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other
exemption available under Section 409A of the Code (the “Non-Exempt
Payments”), the amount of such Non-Exempt Payments shall not be paid or
commence earlier than the date that is six months after the termination.  Any Non-Exempt Payment not made during the
six month period shall be paid in a lump sum payment on the first day of the
seventh month following termination.


 


9.             Successors; Assignment, Etc.; Third Party Beneficiaries.


 


(a)           Executive
consents to and the Company shall have the right to assign this Agreement to
its successors or assigns.  All covenants
or agreements hereunder shall inure to the benefit of and be enforceable by or
against its successors or assigns.  The
terms “successors” and “assigns” shall include, but not be limited to, any
succeeding entity upon a Change of Control.


 


(b)           Neither
this Agreement nor any of the rights or obligations of Executive under this
Agreement may be assigned or delegated except as provided in the last sentence
of 


 


11

















 


this Section 9(b).  This
Agreement and all rights of Executive hereunder shall inure to the benefit of
and be enforceable by, and shall be binding upon, Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees.  If Executive
should die while any amounts would still be payable to him hereunder had he
continued to live, then all such amounts (unless otherwise provided herein)
shall be paid in accordance with the terms of this Agreement to the devisee,
legatee, or other designee under Executive’s testamentary will or, if there be
no such will, to Executive’s estate.


 


10.           Notice.  For purposes of this Agreement, all notices
and other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered in person or when mailed
by United States registered or certified mail, return receipt requested,
first-class postage prepaid, addressed as follows:


 


	
  If to Executive
  :

  	
   

  	
  If to the
  Company :

  
	
   

  	
   

  	
   

  
	
  Mr. Matthew
  Gadow

  	
   

  	
  Broadwind
  Energy, Inc.

  
	
   

  	
   

  	
  47 E. Chicago
  Avenue, Suite 332

  
	
   

  	
   

  	
  Naperville, IL
  60540

  
	
   

  	
   

  	
  Attn: Chief
  Executive Officer

  



 


or to such other address as any party may have furnished to the other
in writing in accordance with this Section 10, except that notices of any
change of address shall be effective only upon actual receipt.


 


11.           Miscellaneous.  No provision of this Agreement may be
modified, waived, or discharged unless such waiver, modification, or discharge
is agreed to in writing signed by Executive and such officers as may be
specifically designated by the Board.  No
waiver by either party hereto of, or compliance with, any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver
of any similar or dissimilar condition or provision at the same or any other
time.  No agreements or representations
(whether oral or otherwise, express or implied) with respect to the subject
matter of this Agreement have been made by either party which are not set forth
expressly in this Agreement or which are not specifically referred to in this
Agreement.  If any term, clause, subpart, or provision of this Agreement is for any
reason adjudged to be invalid, unreasonable, unenforceable or void, the same
will be treated as severable, shall be modified to the extent necessary to be
legally enforceable to the fullest extent permitted by applicable law, and will
not impair or invalidate any of the other provisions of this Agreement, all of
which will be performed in accordance with their respective terms.  The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws
of the State of Illinois.


 


12.           Validity.  If any provision of this Agreement is held to
be illegal, invalid, or unenforceable under any present or future law or court
decision, and if the rights or obligations of the Company and Executive will
not be materially and adversely affected thereby, (a) such provision shall
be fully severable from this Agreement, (b) this Agreement shall be
construed and enforced as if such illegal, invalid, or unenforceable provision
had never comprised a part hereof, (c) the remaining provisions of this
Agreement shall remain in full force and effect and 


 


12

















 


shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance herefrom, and (d) in lieu of such illegal,
invalid, or unenforceable provision, there shall be added automatically as a
part of this Agreement a legal, valid, and enforceable provision as similar to
the terms and intent of such illegal, invalid, or unenforceable provision as
may be possible.


 


13.           Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.


 


14.           Litigation.  The parties agree that the exclusive venue
for any litigation commenced by the Company or Executive relating to this
Agreement shall be the state courts located in DuPage County, Illinois and
the United States District Court, Northern District of Illinois.  The parties waive any rights to object to
venue as set forth herein, including any argument of inconvenience for any
reason.


 


15.           Entire
Agreement.  This Agreement
constitutes (i) the binding agreement between the parties and (ii) represents
the entire agreement between the parties and supersedes all prior agreements
relating to the subject matter contained herein. All prior negotiations
concerning Executive’s employment with the Company have been merged into this
Agreement and are reflected in the terms herein.


 


13

















 


IN WITNESS WHEREOF,
the parties have duly executed and delivered this Agreement as of November 12,
2008.


 


	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Gadow

  
	
   

  	
  Name: 

  	
  Matthew Gadow

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  BROADWIND ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Cameron
  Drecoll

  
	
   

  	
  Name:

  	
  J. Cameron
  Drecoll

  
	
   

  	
  Title:

  	
  Chief Executive
  Office

  
					



 


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