Executive Incentive Plan



 Exhibit 10.20 
 Executive Incentive Plan 
 On May 12, 2009, 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,
2010 (“fiscal 2009”). 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 the Company’s outside compensation consultant Pearl Meyer & Company and the Company’s Vice President of Human Resources. 
 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 2009 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 2009 as compared to the target established by the Committee – 40% 


  

	 	•	 	 the executive’s achievement of individual, measurable objectives during fiscal 2009 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 2009 towards the achievement of the Company’s financial and non-financial objectives (subjective
performance measure) – 20% 


 The following table sets forth each current executive officer’s target cash
incentive for fiscal 2009. 
  

								
	 Executive Officer
	  	 Title
	  	Target Incentive as % of
Base Salary	 	Target Incentive
	 Gregory J. Yurek
	  	Chief Executive Officer and President	  	60%	 	$	360,000
				
	 Charles W. Stankiewicz
	  	Executive Vice President and General Manager, AMSC Power Systems	  	50%	 	$	156,000
				
	 David A. Henry
	  	Senior Vice President, Chief Financial Officer, Treasurer and Secretary	  	50%	 	$	140,000
				
	 Daniel P. McGahn
	  	Senior Vice President and General Manager, AMSC Superconductors	  	50%	 	$	130,000
				
	 Angelo R. Santamaria
	  	Senior Vice President, Global Manufacturing Operations	  	50%	 	$	114,000
				
	 Timothy D. Poor
	  	Senior Vice President, Global Sales and Business Development	  	50%	 	$	110,000