Exhibit
10.1


 


EXECUTION COPY


 


EMPLOYMENT AGREEMENT


 


This
EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of November 15,
2010, by and between BROADWIND ENERGY, INC. (the “Company”),
and Peter C. Duprey (“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, the Company
desires to employ Executive and Executive desires to be employed by the
Company; and


 


WHEREAS, the Company
and Executive desire to enter into this Agreement to set forth 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 employ Executive
as President and Chief Executive Officer, and Executive hereby agrees to be
employed by the Company, on the terms and conditions set forth herein.  This Agreement and Executive’s employment
hereunder shall commence on December 1, 2010 (the “Start
Date”), and shall continue for a period of two years, 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 President and Chief
Executive Officer for the Company and be nominated to serve as a member of its
Board of Directors (the “Board”) and
shall report to the Board and its 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 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
Board and 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.  Executive shall receive an initial annual
base salary of Four Hundred Fifty Thousand US Dollars ($450,000) less required
and authorized withholding and deductions. 
Executive’s salary shall be subject to review and adjustment by the
Company at least annually, and paid in accordance with the Company’s regular
payroll schedule as it applies to salaried employees (“Base
Salary”).  Notwithstanding
the preceding sentence, in no event shall Executive’s Base Salary be reduced by
the Company without Executive’s consent.


 


(b)           Bonus.  Executive will be eligible for an annual
bonus in an amount equal to 100% of his Base Salary, and pursuant to such
terms, as set forth in the Broadwind Energy Inc. Executive Incentive Plan (the “Incentive
Plan”) or other written arrangement adopted by the Company.  In addition, Executive will receive a signing
bonus equal to $50,000 payable within 30 days of the Start Date.


 


(c)           Stock.  Executive shall be eligible to participate in
the Company’s common stock incentive plan as in effect from time to time. 
The Compensation Committee of the Board of Directors has granted Executive,
effective as of November 15, 2010, 220,000 stock options and 180,000
restricted stock units with a four-year vesting schedule (25% vesting for each
year of service) under the Company’s 2007 Equity Incentive Plan subject to
approval by the Board and the Company’s Equity Awards Policy.  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 dependents, life insurance, and long term disability insurance,
and participation in the Company’s 401(k) plan, all in accordance with
applicable plan documents.  During the
Term, the Company shall maintain, at its sole expense, a Two Million US Dollar
($2,000,000) term life insurance policy for the benefit of Executive, provided
that Executive shall be responsible for paying all taxes due on the imputed
income related thereto.


 


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


 


2

















 


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.


 


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, 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, 


 


3

















 


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.


 


(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
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


 


4

















 


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 Section 5.


 


(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 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.


 


5

















 


(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, restricted stock unit 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 clause (i), (ii), (iii) or (iv) in the next-following
paragraph, 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 clauses,
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 clause (v) or
(vi) of the next-following paragraph shall be effective immediately upon
the Company’s written notice to Executive. 
If the 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


 


6

















 


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 is reasonably likely to result in damage to the Company’s
business interests, licenses, reputation or prospects; or (vi) Executive’s
being convicted 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, any unpaid bonus earned in
accordance with the then applicable bonus plan or program to the effective date
of termination; (ii) if there is no unpaid bonus earned for the year of
termination, an amount equal to the product of 100% of Executive’s Base Salary
multiplied by a fraction, the numerator of which is the number of days he is
employed by the Company during the year in which the termination occurs and the
denominator of which is 365 and, if the date of termination occurs prior to the
date on which the annual bonus, if any, for the immediately preceding year
would otherwise be paid, an amount equal to the annual bonus that would have
been paid to Executive for such immediately preceding year, based on the actual
achievement of applicable performance goals and without regard to whether
Executive is employed on the date the bonus otherwise would have been paid; (iii) severance
in an amount equal to Executive’s then-current Base Salary for a period of
eighteen (18) months; and (iv) 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 himself and his eligible
dependents for a period of up to eighteen (18) months, payments to be made on a
monthly basis when the premiums are due, and in the event of the death of
Executive before the expiration of such eighteen (18)-month period, the Company
shall, for the remainder of such period, continue to pay the COBRA premiums for
the Executive’s dependents (including his spouse, if any) who were receiving
COBRA coverage at the time of his death. 
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 clauses (ii), (iii) and (iv) of
the third sentence of 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


 


7

















 


and individuals, within the
timeframe and in a form to be prescribed by the Company.  The amount described in clause (ii) of
the third sentence of this paragraph shall be paid on the ninetieth (90th)
calendar day after the date of Executive’s termination of employment, and the
severance described in clause (iii) of the third sentence of this
paragraph 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 on or after the ninetieth (90th) day after the date of
Executive’s termination of employment, provided that, in the case of amounts
described in clauses (ii) and (iii) of the third sentence of this Section 6(b),
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 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, within thirty (30) calendar days following the existence of a
condition constituting Good Reason, Executive shall provide written notice to
the Company specifically identifying the reason or reasons which are alleged to
constitute Good Reason, and an opportunity to cure within a period of not less
than thirty (30) days; 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 (i) a material
diminution in Executive’s authority, duties or responsibilities; (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.  In addition to the foregoing
requirements, in no event shall an Executive’s termination of his employment be
considered for Good Reason unless such termination occurs within two (2) years
following the initial existence of one of the conditions specified in clauses
(i), (ii) and (iii) of the preceding sentence.


 


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, any unpaid bonus
earned in accordance with the then applicable bonus plan or program to the
effective date of termination; (ii) if there is no unpaid bonus earned for
the year of termination, an amount equal to the product of 100% of Executive’s
Base Salary multiplied by a fraction, the numerator of which is the number of
days he is employed by the Company during the year in which the termination
occurs and the denominator of which is 365 and, if the date of termination
occurs prior to the date on which the 


 


8

















 


annual bonus, if any, for
the immediately preceding year would otherwise be paid, an amount equal to the
annual bonus that would have been paid to Executive for such immediately
preceding year, based on the actual achievement of applicable performance goals
and without regard to whether Executive is employed on the date the bonus
otherwise would have been paid; (iii) severance in an amount equal to
Executive’s then-current Base Salary for a period of eighteen (18) months; and (iv) 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 himself and his eligible dependents for a period of up to eighteen
(18) months, payments to be made on a monthly basis when the premiums are due,
and in the event of the death of Executive before the expiration of such
eighteen (18)-month period, the Company shall, for the remainder of such
period, continue to pay the COBRA premiums for the Executive’s dependents
(including his spouse, if any) who were receiving COBRA coverage at the time of
his death.  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 clauses (ii),
(iii) and (iv) of the first sentence of 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 amount described in clause (ii) of the first sentence of this
paragraph shall be paid on the ninetieth (90th) calendar day after the date of
Executive’s termination of employment, and the severance described in clause (iii) of
the first sentence of this paragraph 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 on or after the ninetieth
(90th) day after the date of Executive’s termination of employment, provided
that, in the case of amounts described in clauses (ii) and (iii) of
the first sentence of this Section 6(c), 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.


 


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


 


9
















 


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, any unpaid bonus earned
in accordance with the then applicable bonus plan or program to the effective
date of termination and, if there is no unpaid, earned bonus for the year in
which the termination occurs, an amount equal to the product of 100% of
Executive’s Base Salary multiplied by a fraction, the numerator of which is the
number of days he is employed by the Company during the year in which the
termination occurs and the denominator of which is 365.


 


(e)           Termination upon Death.  If Executive dies during the Term, this
Agreement shall terminate, except that Executive’s surviving spouse (or if
there is no surviving spouse, his estate) 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 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) if there is no unpaid bonus earned for the year of
termination, an amount equal to the product of 100% of Executive’s Base Salary
multiplied by a fraction, the numerator of which is the number of days he is
employed by the Company during the year in which the termination occurs and the
denominator of which is 365 and, if the date of termination occurs prior to the
date on which the annual bonus, if any, for the immediately preceding year
would otherwise be paid, an amount equal to the annual bonus that would have
been paid to Executive for such immediately preceding year, based on the actual
achievement of applicable performance goals and without regard to whether
Executive is employed on the date the bonus otherwise would have been paid, (iii) a
lump sum payment equal to Executive’s then-current Base Salary for a period of
thirty-six (36) months, and (iv) 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 himself and his eligible
dependents for a period of up to eighteen (18) months, payments to be made on a
monthly basis when the premiums are due, and in the event of the death of
Executive before the expiration of such eighteen (18)-month period, the Company
shall, for the remainder of such period, continue to pay the COBRA premiums for
the Executive’s dependents (including his spouse, if any) who were receiving
COBRA coverage at the time of his death. 
In the event of a without Cause Change of Control termination or a
without Good Reason Change of Control termination, each as described herein,
the payments in this Section 7(a) shall be in lieu of, and not in
addition to, any severance pay or benefits set forth in Sections 6(b) or
6(c), whichever may 


 


10

















 


apply.  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 Executive under the Company’s 2007 Equity Incentive Plan,
including stock options and restricted stock units described in Section 3(c) and
any other 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 amount described in clauses (ii) and (iii) of the first
sentence of this paragraph shall be paid in a lump sum on the ninetieth (90th)
day after the date of Executive’s termination of employment (but in any event
not later than March 15 of the year following the year in which Executive’s
employment terminates), 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:


 


11

















 


(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 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.  For
purposes of Code Section 409A, any reference to Executive’s termination of
employment in this Agreement shall be deemed to be a reference to Executive’s “separation
from service” (within the meaning of Treasury Regulation 


 


12

















 


§ 1.409-1(h), applying the
default terms thereof), and any installment payments provided to Executive pursuant
to this Agreement shall be treated as a series of separate payments.


 


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 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 his surviving spouse, or if there is no surviving
spouse, 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. Peter
  C. Duprey

  333
  North Canal Street

  Unit
  3001

  Chicago, IL 60606

  	
   

  	
  Broadwind
  Energy, Inc.

  47
  E. Chicago Avenue, Suite 332

  Naperville, IL
  60540

  Attn: Corporate Secretary

  



 


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 


 


13

















 


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 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.


 


14

















 


IN
WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of November 15, 2010.


 


 


	
   

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Peter C. Duprey

  
	
   

  	
   

  	
  Name:
  Peter C. Duprey

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BROADWIND
  ENERGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Stephanie K. Kushner

  
	
   

  	
   

  	
  Name:
  Stephanie K. Kushner

  
	
   

  	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  



 


15