Exhibit 10.2

Executive Incentive Plan for Fiscal 2007

On June 11, 2007, the Compensation Committee (the Committee) of the Board of Directors,
as well as the Board of Directors, of American Superconductor Corporation (the Company) approved an executive incentive plan for the Companys fiscal year ending March 31, 2008 (fiscal 2007). 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 external consulting firms.

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. Individual
incentive awards will be determined following the end of fiscal 2007 based on the following factors and their corresponding weightings:



| |  |  | the Companys net income for fiscal 2007 as compared to the target established by the Committee  40%
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| |  |  | the executives achievement of individual, measurable objectives during fiscal 2007 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%
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| |  |  | the executives overall contribution during fiscal 2007 towards the achievement of the Companys financial and non-financial objectives  20%
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The following table sets forth each current executive officers target cash incentive for fiscal 2007.



|                       |  |                                                    |  |                  |         |  
|---------------------- |  | -------------------------------------------------- |  | ---------------- | ------- | -
|Executive Officer      |  | Title                                              |  | Target Incentive |        
|Gregory J. Yurek       |  | Chief Executive Officer and President              |  | $                | 260,000 |  
|Charles W. Stankiewicz |  | Executive Vice President, AMSC Power Systems       |  | $                | 130,000 |  
|Terry M. Winter        |  | Executive Vice President, Operations and Secretary |  | $                | 120,000 |  
|Alexis P. Malozemoff   |  | Executive Vice President & Chief Technical Officer |  | $                | 79,415  |  
|Angelo R. Santamaria   |  | VP, General Manager, AMSC Superconductors          |  | $                | 78,000  |  
|David A. Henry         |  | SVP, Chief Financial Officer and Treasurer         |  | $                | 100,000 | *

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|* | Target bonus will be pro-rated for portion of fiscal 2007 in which Mr. Henry is employed by the Company
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