bwen_Ex10-1


		
			SEPARATION AGREEMENT
		

		
			This SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2015, by and between Broadwind Energy, Inc. (the “Company”) and Peter C. Duprey (the “Executive”).  Company and Executive are sometimes referred to hereinafter individually as a “Party” and collectively as the “Parties.” 
		

		
			 
		

		
			WHEREAS, the Parties desire to settle fully and amicably all issues between them, including, but not limited to, any issues arising out of Executive’s employment with Company pursuant to Executive’s Amended and Restated Employment Agreement dated December 17, 2012 (the “Employment Agreement”) and the termination of that employment;
		

		
			 
		

		
			NOW, THEREFORE, for and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
		

		
			 
		

			
	
			
				 Section 1.
			Termination Date.  As of the close of business on November 30, 2015 (the “Termination Date”), Executive’s service as an officer of and employment with Company is terminated and Executive irrevocably resigns from all other positions with, and boards of directors/managers of, Company and any subsidiaries and affiliates of Company. 




		
			 
		

			
	
			
				 Section 2.
			Restrictive Covenants.  Executive expressly acknowledges and agrees that the terms, conditions and restrictions set forth in Section 5 of the Employment Agreement shall remain in full force and effect as provided therein following the termination of Executive’s employment.  Executive may seek Company’s written consent to engage in activities covered by Section 5 of the Employment Agreement, which consent shall not be unreasonably withheld, and the granting or denying of such consent shall be communicated in writing to Executive within ten (10) business days following Company’s receipt of Executive’s written request for such consent.




		
			 
		

			
	
			
				 Section 3.
			Benefits.  Subject to Executive’s compliance with this Agreement and the restrictive covenants set forth in Section 5 of the Employment Agreement and Executive’s timely execution of this Agreement and the Release pursuant to Section 7 of this Agreement, Executive shall receive the severance benefits set forth in this Section 3 (collectively referred to herein as the “Severance Benefits”).  




		
			 
		

			
	
			
				 (a)
			Payments.  




		
			 
		

			
	
			
				 (i)
			Executive shall receive a cash severance benefit of $712,500 (the “Salary Benefit”), which equals Executive’s base salary for a period of eighteen (18) months following the Termination Date.  The Salary Benefit shall be payable in equal installments in accordance with Company’s normal payroll schedule and the terms of the Employment Agreement, with the first installment to be paid within ninety (90) days following the Termination Date.




		
			 
		

			
	
			
				 (ii)
			Executive shall receive a cash payment of $433,356 (the “Pro Rata Bonus”), which represents a prorated portion of Executive’s potential annual bonus for 2015.  In accordance with the terms of the Employment Agreement, the Pro Rata Bonus shall be paid on the first day of the seventh month following the Termination Date (i.e., June 1, 2016).




		
			 
		

			
	
			
				 (b)
			Payment In Lieu of Continued Benefits Coverage.  Provided Executive (and Executive’s eligible dependents, if applicable) timely elects continued group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), Executive shall receive a payment in the gross amount of $8,400.31, representing the cost of COBRA premiums for eighteen (18) months of health coverage, as calculated by Company.  Such payment, which shall constitute taxable income to Executive, shall be paid for a period of eighteen (18)  months following the Termination Date in accordance with Company’s normal payroll schedule and the terms of the Employment Agreement, commencing with the first payroll payment date following Executive’s timely election of continued group health coverage under COBRA as provided above.





		 


 



			
	
			
				 (c)
			Outstanding Equity Awards.  Executive’s rights with regard to any outstanding equity award granted to Executive by the Company shall be governed by the applicable agreement relating to such award. 




		
			 
		

			
	
			
				 Section 4.
			Final Paycheck and Business Expenses.  Regardless of whether Executive signs this Agreement, Company will pay Executive (i) Executive’s final paycheck for Executive’s employment services, and for Executive’s earned and unused vacation time, through the Termination Date (which final paycheck shall be provided to Executive within thirty (30) days following the Termination Date) and (ii) a lump sum payment equal to Executive’s base salary for thirty (30) days of service, which constitutes satisfaction of Company’s requirement to provide thirty (30) days’ written notice under Section 6(b) of the Employment Agreement.  Company also will reimburse Executive for reasonable business expenses appropriately incurred by the Employee prior to the Termination Date in furtherance of Executive’s employment with Company, subject to Company’s applicable business expense reimbursement policy.  Executive shall submit all requests to Company for expense reimbursements within ten (10) days after the Termination Date.  Any requests submitted thereafter shall not be eligible for reimbursement, except as required by applicable law.




		
			 
		

			
	
			
				 Section 5.
			Executive Acknowledgement.  Executive acknowledges and agrees that, subject to fulfillment of all obligations provided for herein, Executive has been fully compensated by Company for all amounts owed to Executive under the Employment Agreement and Company's policies, practices and rules, and any applicable law, and that nothing is owed to Executive with respect to salaries, bonuses, benefits or any other form of compensation.  Executive acknowledges that (i) Company has provided Executive with a memorandum from Company’s General Counsel describing certain provisions of the federal securities laws that may continue to impose obligations on Executive after the Termination Date with respect to Executive’s purchase or sale of Company stock, and (ii) Executive shall be deemed a “Designated Person” for purposes of Company’s Policy Statement on Inside Information and Securities Trading until the public announcement of Company’s year-end 2015 financial results. Executive further acknowledges and agrees that the Severance Benefits referred to in Section 3 above are consideration for Executive’s promises contained in this Agreement and the Release.




		
			 
		

			
	
			
				 Section 6.
			Termination of Benefits.  Except as provided in Section 3 above, Executive’s participation in all employee benefit (pension and welfare) and compensation plans will cease as of the Termination Date.  Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments which are vested as of the Termination Date under any applicable tax qualified pension or other tax qualified or non-qualified benefit plans, pursuant to the terms and conditions of the applicable plan.




		
			 
		

			
	
			
				 Section 7.
			Release of Claims.  The benefits and payments to Executive provided under this Agreement are subject to Executive’s execution of and delivery to Company by the twenty-first  (21st) day following the Termination Date of a Release and Waiver of Claims (the “Release”) in the form attached hereto as Exhibit A and Executive not revoking such Release as set forth therein.




		
			 
		

			
	
			
				 Section 8.
			Representations by Executive.   Executive represents and warrants (a) that Executive is legally competent to execute this Agreement; (b) that Executive has not relied on any statements or explanations made by Company or its attorneys with respect to this Agreement; (c) that Executive has read and understands the terms and effect of this Agreement; (d) that Executive has the full right and power to grant, execute and deliver the releases, undertakings and agreements contained in this Agreement and in the Release; and (e) that the releases and waiver of claims under this Agreement and under the Release are in exchange for consideration in addition to anything of value to which Executive already is entitled.  Moreover, Executive hereby acknowledges that Executive has been afforded the opportunity to be advised by legal counsel regarding the terms of this Agreement and of Executive’s right to be advised by legal counsel regarding the terms of this Agreement, including the release of all claims and waiver of rights set forth in the Release.  Executive acknowledges that Executive has been offered twenty-one (21) days to consider this Agreement.  After being so advised, and without coercion of any kind, Executive freely, knowingly and voluntarily enters into this Agreement and this Agreement shall be effective on the date the Agreement has been duly executed by both Parties (the “Effective Date”).  




		
			 
		


		 


		

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				 Section 9.
			Company Property.  




		
			 
		

			
	
			
				 (a)
			Executive agrees to immediately return to Company all information, property and supplies belonging to Company and/or its affiliates, including without limitation, any company autos, keys (for equipment or facilities), laptop computer and related equipment, cellular phone, smart phone or PDA (including SIM cards), security cards, corporate credit cards, and the originals and all copies of all files, materials or documents (whether in tangible or electronic form) containing Confidential Information or relating to Company’s and/or its affiliates’ business.




		
			 
		

			
	
			
				 (b)
			Executive agrees that Executive shall not, at any time on or after the Termination Date, directly or indirectly use, access or in any way alter or modify any of the databases, e‐mail systems, software, computer systems or hardware or other electronic, computerized or technological systems of Company.  Executive acknowledges and agrees that any such conduct by Executive would be illegal and could subject Executive to legal action by Company, including, without limitation, claims for damages and/or appropriate injunctive relief.




		
			 
		

			
	
			
				 Section 10.
			Future Cooperation.  In connection with any and all claims, disputes, negotiations, governmental or internal investigations, lawsuits or administrative proceedings (the “Legal Matters”) involving Company, or any of its current or former officers, employees or board members (collectively, the “Disputing Parties;” individually, a “Disputing Party”), Executive agrees to make himself reasonably available and provide his reasonable best efforts, upon reasonable notice from Company and without the necessity of subpoena, to provide information or documents, provide truthful declarations or statements regarding a Disputing Party, meet with attorneys or other representatives of a Disputing Party, prepare for and give truthful depositions or testimony, and/or otherwise cooperate in the investigation, defense or prosecution of any or all such Legal Matters, as may, in the good faith and judgment of Company, be reasonably requested.




		
			 
		

			
	
			
				 Section 11.
			No Admissions.   Nothing in this Agreement is intended to or shall be construed as an admission by Company or any of the other Releasees (as defined in the Release) that any of them violated any law, interfered with any right, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to Executive or otherwise.  Company and the other Releasees deny that they have taken any improper action against Executive, and Executive agrees that this Agreement shall not be admissible in any proceeding as evidence of improper action by Company or any of the Releasees. 




		
			 
		

			
	
			
				 Section 12.
			Non-Waiver.    Company’s waiver of a breach of this Agreement by Executive shall not be construed or operate as a waiver of any subsequent breach by Executive of the same or of any other provision of this Agreement.




		
			 
		

			
	
			
				 Section 13.
			Withholding.  All amounts and benefits payable under this Agreement shall be reduced by any and all required or authorized withholding and deductions.




		
			 
		

			
	
			
				 Section 14.
			Choice of Law; Forum; Attorneys’ Fees.  This Agreement is executed pursuant to and is governed by the substantive law of Illinois without regard to choice-of-laws principles.  All claims shall be brought, commenced and maintained only in a state or federal court of competent jurisdiction situated in the County of Cook, State of Illinois.  Each Party hereby (i) consents to the exercise of jurisdiction over his or its person and property by any court of competent jurisdiction situated in the County of Cook, State of Illinois for the enforcement of any claim, case or controversy based on or arising under this Agreement; (ii) waives any and all personal or other rights to object to such jurisdiction for such purposes; and (iii) waives any objection which he or it may have to the laying of venue of any such action, suit or proceeding in any such court. 




		
			 
		

			
	
			
				 Section 15.
			Entire Agreement.  The Employment Agreement is hereby terminated, null and void, except that Sections 4, 5, 8, 10, 11 and 12 of the Employment Agreement shall continue in full force and effect in accordance with their respective terms.    Except as otherwise provided in Section 3 of this Agreement and in the foregoing sentence, this Agreement sets forth the entire agreement of the Parties with respect to the subject matter described herein and supersedes any and all prior and/or contemporaneous agreements and understandings, oral and written, between the Parties regarding such matters.  




		
			 
		


		 


		

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				 Section 16.
			Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.  Facsimile or other electronic transmission of any executed original document shall be deemed to be the same as the delivery of the executed original.




		
			 
		

			
	
			
				 Section 17.
			Enforcement.  The provisions of this Agreement shall be regarded as divisible and separable and if any provision should be declared invalid or unenforceable by a court of competent jurisdiction (after reformation pursuant to Section 5(h) of the Employment Agreement pursuant to Section 3 of this Agreement, where applicable), the validity and enforceability of the remaining provisions shall not be affected thereby.  In addition, Executive agrees and stipulates that breach by Executive of restrictions and requirements under this Agreement will cause irreparable damage to the Releasees and Company would not have entered into this Agreement without Executive binding himself to these restrictions and requirements.  In the event of Executive’s breach of this Agreement, in addition to and without prejudice to any other rights and remedies Company may have for Executive’s breach of this Agreement, and without bond, Company shall be relieved of any obligation to provide Severance Benefits pursuant to this Agreement and shall be entitled to an injunction to prevent or restrain any such violation by Executive and any and all persons directly or indirectly acting for or with Executive.  Executive further stipulates that the restrictive period for which Company is entitled to an injunction shall be extended in for a period which equals the time period during which Executive is or has been in violation of the restrictions contained herein.




		
			 
		

			
	
			
				 Section 18.
			Miscellaneous.  The headings used in this Agreement are for convenience only, shall not be deemed to constitute a part hereof, and shall not be deemed to limit, characterize or in any way affect the construction or enforcement of the provisions of this Agreement.  Wherever from the context that it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural and the pronouns stated in either the masculine, feminine or the neuter gender shall include the masculine, feminine and neuter, and the words “include,” “includes” and “including” shall mean “include, without limitation,” “includes, without limitation” and “including, without limitation,” respectively.  The subject matter and language of this Agreement have been the subject of negotiations between the Parties and their respective counsel, and this Agreement has been jointly prepared by their respective counsel.  Accordingly, this Agreement shall not be construed against either Party on the basis that this Agreement was drafted by such Party or its counsel.  This Agreement shall be binding upon and inure to the benefit of Executive and Executive’s heirs and personal representatives and Company and its successors, representatives and assigns.  This Agreement may be modified only in a written agreement signed by both Parties, and either Party’s failure to enforce this Agreement in the event of one or more events which violate this Agreement shall not constitute a waiver of any right to enforce this Agreement against subsequent violations.  The Section headings used herein are for convenience of reference only and are not to be considered in construction of the provisions of this Agreement.




		
			 
		

		
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In Witness Whereof, this Agreement has been duly executed on the dates set forth below.
		

			
					
						 

					
						 

					
						 

					
						

					
						 

					
						 

					
						 

					
					
						 

					
						 

					
						 

					
						 

				
	
					
						Peter C. Duprey

					
						 

					
						 

					
						/s/ Peter C. Duprey_____________________

					
						Peter C. Duprey

					
						 

					
						 

					
					
						 

					
						 

					
						 

					
						Date: November 30, 2015

				
	
					
						Broadwind Energy, Inc.

					
						 

					
						 

					
						By:  /s/ Terence P. Fox__________________

					
						Name:  Terence P. Fox

					
						Title:   Chairman of Compensation Committee

					
					
						 

					
						 

					
						
Date: November 30, 2015

				



		
			 
		

		
			 
		

		
			


		 


		

			 

		





 



		

			 

		




Exhibit A
		

		
			 
		

		
			Release and Waiver of Claims
		

		
			 
		

		
			Broadwind Energy, Inc. (the “Company”) and Peter C. Duprey (the “Executive”) hereby enter into this Release and Waiver of Claims (the “Release”) in accordance with the Separation Agreement between Company and Executive dated as of November 30, 2015 (the “Agreement”).  Capitalized terms not expressly defined in this Release have the meanings set forth in the Agreement.
		

		
			 
		

			
	
			
				 1.
			Executive understands and agrees that Executive’s execution of this Release within twenty-one (21) days after (but not before) the Termination Date, and his not revoking it as provided for in Section 6 below, is among the conditions precedent to Company’s obligation to provide any of the payments or benefits set forth in Section 3 of the Agreement.  Company will provide such payments or benefits in accordance with the terms of the Agreement once the conditions set forth therein and in this Release have been met. 




		
			 
		

			
	
			
				 2.
			The term “Releasees” as used in this Release includes:  (a) Company and its past, present and future parents, divisions, subsidiaries, affiliates and other related entities (whether or not they are wholly owned); and (b) the past, present and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, agents, representatives, members, associates, employees and attorneys of each entity listed in subpart (a) above; and (c) the predecessors, successors and assigns of each person and entity listed in subparts (a) and (b) above.




		
			 
		

			
	
			
				 3.
			Executive, on his own behalf and that of his heirs, executors, attorneys, administrators, successors, assigns and anyone claiming by or through Executive or on his behalf, hereby waives and releases Company and the other Releasees with respect to any and all liability, claims and demands Executive now has or has ever had, whether currently known or unknown, against Company or any of the other Releasees arising from or related to any act, omission or thing occurring or existing at any time prior to or on the date on which Executive signs this Release.  Without limiting the generality of the foregoing, the claims waived and released by Executive hereunder include, but are not limited to:




		
			 
		

			
	
			
				 a.
			any and all claims arising from or relating to Executive’s employment, the terms and conditions of Executive’s employment, or the termination of Executive’s employment, including, without limitation, any and all claims relating to wages, bonuses, other compensation, or benefits, and any and all claims arising from or relating to any employment contract (including, without limitation, the Employment Agreement);




		
			 
		

			
	
			
				 b.
			any and all claims arising from or relating to any employment or other federal, state, local, employment or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including, without limitation, any of the following laws as amended from time to time:  the United States Constitution or the constitution of any state; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Illinois Human Rights Act or similar applicable statute of any other state; Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act; the Americans with Disabilities Act; the Equal Pay Act; the Lilly Ledbetter Fair Pay Act of 2009; the Family and Medical Leave Act; Executive Order 11246; the Illinois Equal Pay Act; the Cook County Human Rights Ordinance; and any other federal, state or local statute, ordinance or regulation with respect to employment;




		
			 
		

			
	
			
				 c.
			any and all claims with respect to Executive’s employment with Company or other association with Company through the Effective Date;




		
			 
		

			
	
			
				 d.
			any and all claims under any tort or common law theory, including, but not limited to, all claims for breach of contract (oral, written or implied), defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, wrongful termination, invasion of privacy, tortious interference, fraud, estoppel, unjust enrichment and negligence; and 




		
			 
		


		 


		

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				 e.
			any and all claims that were or could have been asserted by Executive or on his behalf in any federal, state or local court, commission or agency.  




		
			 
		

			
	
			
				 4.
			Executive acknowledges, agrees, represents and warrants, without limiting the generality of the above release, that (i)  Executive hereby irrevocably and unconditionally waives any and all rights to recover damages or any other amounts, including attorneys’ fees, concerning the claims that are lawfully released in this Release, (ii) Executive has not previously filed, initiated or joined in any such claims or proceedings against any of the Releasees; (iii) no such proceedings have been initiated against any of the Releasees on Executive’s behalf; (iv) Executive is the sole owner of the claims that are released above; and (v) none of these claims has been transferred or assigned or caused to be transferred or assigned to any other person, firm or other legal entity. 




		
			 
		

			
	
			
				 5.
			Excluded from the release above are any claims or rights which cannot be waived or released by law.  Also excluded is Executive’s right to file a charge with an administrative agency or participate in any agency investigation.  Executive is, however, waiving the right to recover any money in connection with any charge or investigation.  Executive is also waiving the right to recover any money in connection with any charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency.




		
			 
		

			
	
			
				 6.
			Executive represents and warrants (a) that Executive is legally competent to execute this Release; (b) that Executive has not relied on any statements or explanations made by Company or its attorneys; (c) that Executive has read and understands the terms and effect of this Release; (d) that Executive has the full right and power to grant, execute and deliver the releases, undertakings and agreements contained in this Release; and (e) that the releases and waiver of claims under this Release are in exchange for consideration in addition to anything of value to which Executive already is entitled.  Moreover:




		
			 
		

			
	
			
				 a.
			Executive acknowledges that he  hereby is and has been advised of Executive’s right to be advised by legal counsel regarding the terms of this Release before signing it;    




		
			 
		

			
	
			
				 b.
			Executive acknowledges that he has been offered twenty-one  (21) days to consider whether to sign this Release; and 




		
			 
		

			
	
			
				 c.
			Executive acknowledges that he may, at his sole option, revoke this Release upon written notice delivered to Company’s Human Resources Dept. at 3240 S. Central Ave., Cicero, IL 60804, within seven (7) days after signing it.  This Release, and Company’s obligations to provide payments and benefits under Section 3 of the Agreement, shall not become effective or enforceable until this seven (7)-day period has expired and will be void if Executive revokes this Release within such period.  




		
			 
		

		
			THE PARTIES STATE THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING RELEASE AND KNOWINGLY, VOLUNTARILY AND WITHOUT ANY COERCION OF ANY KIND SIGN BELOW, INTENDING TO BE BOUND HERETO:
		

		
			 
		

		
			PETER C. DUPREY     BROADWIND ENERGY, INC. 
		

		
			 
		

		
			 
		

		
			____________________________________                           By: ____________________________________
		

		
			Peter C. DupreyName: __________________________________
		

		
			             Title: ___________________________________
		

		
			 
		

		
			Date: ___________________, 2015    Date: ___________________, 2015
		

		
			 
		

		
			 
		


		 


		

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