exv10w20






Exhibit 10.20




     Executive Incentive Plan



     On May 12, 2010, the Compensation Committee of the Board of Directors (the “Committee”) of
American Superconductor Corporation (the “Company”), as well as the Board of Directors of the
Company, approved an executive incentive plan for the Company’s fiscal year ending March 31, 2011
(“fiscal 2010”). Participants in the plan include the Company’s Chief Executive Officer and all
other executive officers. The Committee is responsible for determining the payout under the plan to
each executive officer except the Chief Executive Officer. The Board of Directors of the Company
determines the payout under the plan for the Chief Executive Officer, taking into account the
recommendation received from the Committee.



     Pursuant to the plan, the Committee designated for each executive officer a target cash
incentive amount, expressed as a percentage of the officer’s base salary. In establishing these
targets, the Committee took into account for each officer the level of total compensation including
base salary, cash incentive and equity paid by similar companies for comparable positions based on
market data compiled by our outside compensation consultant Pearl Meyer & Partners.



     The amount of the incentive award actually paid to each executive officer may be less than or
greater than the executive’s target cash incentive, with the amount capped at 156% of the target
incentive. For each executive officer, other than Mr. Collett, individual incentive awards will be
determined following the end of fiscal 2010 based on the following factors and their corresponding
weightings:




	 	•	 	the Company’s net income (loss) before amortization of
acquisition-related intangibles, restructuring and
impairments, stock-based compensation expense, other
unusual charges and any tax effects related to these
items for fiscal 2010 as compared to the target
established by the Committee — 40%
	 
	 	•	 	the executive’s achievement of individual, measurable
objectives during fiscal 2010 as determined by the
Committee for all executives with the exception of the
Chief Executive Officer, who is evaluated by the Board of
Directors — 40%
	 
	 	•	 	the executive’s overall contribution during fiscal 2010
towards the achievement of the Company’s financial and
non-financial objectives (subjective performance measure)
 — 20%





     Mr. Collett’s incentive award will be determined using the same foregoing factors, but their
corresponding weightings shall be 40%, 20% and 40%, respectively.



     The following table sets forth each current executive officer’s target cash incentive for
fiscal 2010.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Target Incentive as % of	 	 
	Executive Officer	 	Title	 	Base Salary	 	Target Incentive
	Gregory J. Yurek

	 	Chairman of the Board and
Chief Executive Officer
	 	 	75	%	 	$	450,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Daniel P. McGahn

	 	President and Chief
Operating Officer
	 	 	65	%	 	$	214,500	 
	 
	 	 	 	 	 	 	 	 	 	 
	Charles W. Stankiewicz

	 	Executive Vice
President and General Manager, AMSC
Power Systems
	 	 	50	%	 	$	160,500	 
	 
	 	 	 	 	 	 	 	 	 	 
	David A. Henry

	 	Senior Vice President, Chief Financial Officer, Treasurer and Secretary
	 	 	50	%	 	$	147,500	 
	 
	 	 	 	 	 	 	 	 	 	 
	John R. Collett

	 	Senior Vice
President and Chief Strategy Officer
	 	 	50	%	 	$	125,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Angelo R. Santamaria

	 	Senior Vice President, Global Manufacturing Operations
	 	 	50	%	 	$	120,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Timothy D. Poor

	 	Senior Vice
President, Global Sales and
Business Development
	 	 	50	%	 	$	120,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	Susan J. DiCecco

	 	Vice President, Corporate Administration
	 	 	50	%	 	$	112,500