exv10w1






Exhibit 10.1




EXECUTION COPY




TERMINATION AGREEMENT



THIS TERMINATION AGREEMENT (this “Agreement”) is dated as of October 28, 2011 and made by and
between





	(1)	 	THE SHAREHOLDERS OF THE SWITCH ENGINEERING OY as listed in Appendix A to the SPA (as defined
below) (the “Sellers”);






	(2)	 	AMERICAN SUPERCONDUCTOR CORPORATION, a corporation incorporated and existing under the laws
of Delaware, United States, having its principal place of business at 64 Jackson Road Devens,
MA 01434, United States (“AMSC”); and






	(3)	 	THE SWITCH ENGINEERING CORPORATION, a limited liability company incorporated and existing
under the laws of Finland, having its principal place of business at Yrittäjänkatu 15, 65380
Vaasa, Finland (the “Company”).




The above parties are hereinafter jointly referred to as the “Parties” and individually as a
“Party”.




WHEREAS





	(A)	 	The Sellers and AMSC have entered into a share purchase agreement dated 12 March 2011 and
amended on 29 June 2011 (the “SPA”) regarding the Company and a stockholders agreement dated
12 March 2011 and amended on 29 June 2011 (the “Stockholders Agreement”); and
	 
	(B)	 	It is the intention of the Sellers and AMSC to agree on the termination of the SPA and the
Stockholders Agreement as of the date hereof.





NOW, THEREFORE, IT IS AGREED:





	1.	 	TERMINATION OF THE AGREEMENTS
	 
	1.1	 	The Sellers and AMSC hereby agree that the SPA and the Stockholders Agreement shall terminate
with immediate effect as of the date hereof, except for Section 10 (Confidentiality) of the
SPA which shall continue in full force and effect, and that the Sellers and AMSC shall have no
further rights or obligations, other than as provided for in this Agreement, towards each
other under or in relation to the SPA or the Stockholders Agreement.
	 
	1.2	 	In consideration of the termination herein, each of the Parties confirms that such Party has
not and shall not have any claims, charges, complaints, liens, demands, causes of action,
damages and liabilities, known or unknown, suspected or unsuspected, against any of the other
Parties in relation to the SPA or the Stockholders Agreement.
	 
	1.3	 	In addition to the abovementioned, each Party represents and warrants that neither it nor
anyone acting on its behalf has assigned or transferred, or attempted to assign or transfer,
to any person or entity, any of the claims, charges, complaints, liens, demands, causes of
action, damages or liabilities it is releasing in this Agreement.








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	2.	 	CONFIDENTIALITY
	 
	2.1	 	The Parties agree that all confidential information (including trade secrets, technical,
commercial, financial and legal information of the Group Companies (as defined in the SPA and
its amendment) and AMSC and its affiliated companies) or other information of a proprietary
nature contained in the SPA or relating to the Group Companies or AMSC and its affiliated
companies, including Confidential Information (as defined in the SPA), Disclosed Material (as
defined in the SPA), the existence and the terms and conditions of the SPA, or obtained by a
Party from the other Parties in connection with the due diligence review and negotiations
relating to the transactions contemplated in the SPA shall be strictly confidential and not be
disclosed to any third party or used to cause damage to another Party. The obligation to keep
information confidential does not apply, if (i) a Party is required to provide information by
law, regulation or governmental decision, or (ii) a Party is required to provide information
by any applicable stock exchange regulations, or (iii) such disclosure has been consented to
by the other Party in writing, or (iv) the information is commonly known in the public domain
and this is not a result of a breach by the Party. The secrecy obligation set forth in this
Section 2 shall remain in effect for five (5) years from the date of this Agreement.
	 
	2.2	 	AMSC undertakes immediately after the signing of this Agreement promptly to destroy or delete
all of the documents and all copies thereof containing confidential information, including
Confidential Information (as defined in the SPA) and Disclosed Material (as defined in the
SPA), regarding the Company, its affiliated companies and the Group Companies (as defined in
the SPA) (including all copies thereof and any notes, analyses, compilations, summaries,
studies, interpretations or other documents prepared by AMSC or its directors, employees or
advisors which contain any confidential information) that was delivered to AMSC by the
Sellers, the Company or its advisors or the Group Companies (as defined in the SPA) or that
was prepared by AMSC, and confirm such destruction to the Company in writing.
	 
	2.3	 	The Sellers and the Company undertake immediately after the signing of this Agreement
promptly to destroy or delete all of the documents and electronic copies thereof containing
confidential information regarding AMSC and its affiliated companies (including all copies
thereof and any notes, analyses, compilations, summaries, studies, interpretations or other
documents prepared by the Sellers, the Company or its directors, employees or advisors which
contain any confidential information) that was delivered to the Sellers or to the Company by
AMSC or its advisors or that was prepared by the Sellers or the Company and confirm such
destruction to AMSC in writing.
	 
	2.4	 	Notwithstanding Sections 2.2 and 2.3 above, the Parties may retain such information as may be
required under any applicable law or regulation, and they shall not be required to erase any
automatically stored back-up files in electronic data systems.
	 
	2.5	 	Sections 2.2 and 2.3 above shall not apply to any current co-operation between the Company
and AMSC outside the transactions contemplated in the SPA and subject to any existing
confidentiality agreements between such parties.
	 
	3.	 	ADVANCE PAYMENT
	 
	 	 	The Parties hereby acknowledge that the Advance Payment (as defined in the SPA) of EUR
14,250,000 paid by AMSC to the Sellers constitutes a termination fee to the





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	 	 	Sellers, and
AMSC and its affiliated companies or their assignees or their successors shall have no
right whatsoever to claim the Sellers to return the Advance Payment or any part of it.
	 
	4.	 	MISCELLANEOUS
	 
	4.1	 	This Agreement constitutes the entire agreement and understanding between the Parties and
supersedes all other agreements, whether oral or in writing between the Parties.
	 
	4.2	 	All press releases and other public relations activities of the Parties with regard to this
Agreement shall be mutually approved by Sellers and Purchaser in advance.
	 
	4.3	 	This Agreement shall be governed by and construed in accordance with the substantive laws of
Finland. Any dispute arising out of or relating to this Agreement or transaction agreed herein
shall be finally settled by arbitration in accordance with the Arbitration Rules of the
Stockholm Chamber of Commerce. The Arbitration Tribunal shall consist of three (3)
arbitrators, one (1) to be appointed by AMSC, one (1) by the Sellers and one (1) arbitrator,
serving as the chairman, by the two arbitrators so appointed. Failing the appointment of an
arbitrator or the chairman, the arbitrator or the chairman, as the case may be, shall be
appointed by the Arbitration Board of the Stockholm Chamber of Commerce. The arbitration shall
be held in Stockholm, Sweden and the arbitral proceedings shall be conducted in the English
language, but evidence may be submitted also in Finnish and/or Swedish and witnesses heard in
any of the said languages.
	 
	4.4	 	Each Party to this Agreement acknowledges and represents that it (i) has fully and carefully
read and acquainted itself with this Agreement prior to signing it, (ii) has been or has had
the opportunity to be, advised by independent legal counsel of its own choice at its own costs
as to the legal effect and meaning of each of the terms and conditions of this Agreement, and
(iii) is entering into this Agreement freely and voluntarily and not in reliance on any
promises or representation other than as set forth in this Agreement.





[Signature page to follow]






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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed
and delivered as of the date first written above in two (2) identical counterparties, one (1) for
each Party.




	 	 	 	 	 
	 	AMERICAN SUPERCONDUCTOR CORPORATION

 	 
	 	By:  	/s/ David A. Henry
 	 
	 	 	Name:  	David Henry 	 
	 	 	Title:  	Senior Vice President, Chief Financial
Officer and Treasurer 	 
	 
	 	THE SHAREHOLDERS OF THE SWITCH ENGINEERING OY as listed in
Appendix A to the SPA, acting through the Sellers’ Representative

 	 
	 	By:  	/s/ Veijo Karppinen
 	 
	 	 	Name:  	Veijo Karppinen 	 
	 	 	Title:  	Sellers’ Representative 	 
	 	 	 
	 	By:  	             /s/ Dag Sandås
 	 
	 	 	Name:  	Dag Sandås 	 
	 	 	Title:  	Sellers’ Representative 	 
	 
	 	THE SWITCH ENGINEERING CORPORATION

 	 
	 	By:  	/s/ Dag Sandås
 	 
	 	 	Name:  	Dag Sandås 	 
	 	 	Title:  	CFO and Deputy to CEO 	 
	 




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