Exhibit 10.10


 


STOCK APPRECIATION RIGHTS
AGREEMENT


 


BROADWIND ENERGY, INC.


2007 EQUITY INCENTIVE PLAN


 


THIS AGREEMENT, made effective as of this
         day of
                        ,
20    , by and between Broadwind Energy, Inc., a
Delaware corporation (the “Company”), and
                                    
(“Participant”).


 


RECITALS


 


A.                                   Participant on the date hereof is a key
employee, officer or director of, or consultant or advisor to, the Company or
one of its Affiliates; and


 


B.                                     The Company wishes to grant a stock
appreciation right to Participant to pursuant to the Company’s 2007 Equity
Incentive Plan (the “Plan”); and


 


C.                                     The Administrator of the Plan has authorized
the grant of a stock appreciation right to Participant and has determined that,
as of the effective date of this Agreement, the fair market value of the
Company’s Common Stock is
                                                  
Dollars ($            )
per share (the “Exercise Price”).


 


AGREEMENTS


 


In consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:


 


ARTICLE I.  GRANT OF SAR


 


The Company hereby grants to Participant on the date set forth above
(the “Date of Grant”), stock appreciation rights (the “SAR”) with respect to an
aggregate of
                                          
(                )
shares of Common Stock at the Exercise Price on the terms and conditions set
forth herein, and subject to adjustment pursuant to Section 14 of the
Plan.


 


ARTICLE II.  DURATION AND EXERCISABILITY


 


A.                                   General.  The term during which the SAR
may be exercised shall terminate on
                                      ,
                ,  except as otherwise provided in Articles II.B. and II.C.
below.  The SAR shall vest and become
exercisable according to the following schedule:


 


	
   

  	
   

  	
  Cumulative Percentage

  
	
  Vesting
  Date

  	
   

  	
  of Shares

  
	
   

  	
   

  	
   

  
	
           , 20    

  	
   

  	
           

  
	
           , 20    

  	
   

  	
           

  
	
          , 20    

  	
   

  	
           

  
	
          , 20    

  	
   

  	
           

  
	
          , 20    

  	
   

  	
           

  



 

















 


Once
the SAR becomes fully exercisable, Participant may continue to exercise the SAR
under the terms and conditions of this Agreement until the termination of the
SAR as provided herein.  If Participant
does not exercise the SAR with respect to the full number of shares for which
Participant is then entitled, Participant may, upon any subsequent exercise
prior to the SAR’s termination, exercise the SAR for such previously
unexercised portion.


 


B.                                     Termination of Employment for Reasons Other
Than Death or Disability.  In the event Participant ceases to be [a key employee or officer] [a consultant or advisor]
[a director] of the Company or any Affiliate for any reason other
than death or an event that constitutes permanent and total disability within
the meaning of Section 22(e)(3) of the Code (“Disability”), any
unexercised portion of this SAR which was exercisable as of the date of such
termination may be exercised, in whole or in part, by Participant before the
earlier of (i) the close of business on the three-month anniversary date
of such termination of employment, and (ii) the Expiration Date.  To the extent this SAR was not exercisable
upon such termination of employment, or if Participant does not exercise the
unexercised portion of the SAR that was exercisable within the time specified
in this Article II.B., all rights of Participant under this SAR shall
terminate, and the SAR shall thereafter be void.


 


C.                                     Termination of Employment Due to Death or
Disability.  In the event Participant ceases to be [a key employee or officer] [a consultant or advisor]
[a director] of the Company or any Affiliate by reason of death or
Disability, any unexercised portion of this SAR which was exercisable as of the
date of such termination may be exercised, in whole or in part, by Participant
(or by Participant’s heirs or legal representative(s) in the event of
death or Disability) before the earlier of (i) the close of business on
the twelve-month anniversary date of such termination of employment and (ii) the
Expiration Date.  To the extent this SAR
was not exercisable upon such termination of employment, or if Participant does
not exercise the unexercised portion of the SAR that was exercisable within the
time specified in this Article II.C., all rights of Participant under this
SAR shall terminate, and the SAR shall thereafter be void.


 


ARTICLE III.  MANNER OF EXERCISE AND PAYMENT


 


A.                                   General.  The SAR may be exercised only
by Participant (or other proper party in the event of death or incapacity),
subject to the conditions of the Plan and subject to such other administrative rules as
the Administrator may deem advisable, by delivering written notice of exercise
to the Company at its principal office. The notice shall state the number of
shares as to which the SAR is being exercised. 
The exercise of the SAR shall be deemed effective upon receipt of such
notice by the Company, and the date of such receipt shall be the “date of
exercise” for all purposes under this Agreement.  The SAR may be exercised with respect to some
or all of the exercisable shares and, if partially exercised, may be so
exercised as to the unexercised shares any number of times during the term of
the SAR as provided herein.


 


B.                                     Form of Payment.  Upon
the exercise of all or a portion of the SAR, Participant shall be entitled to (1) that
number of shares of Stock having an aggregate Fair Market Value equal to (i) the
excess of (A) the per share Fair Market Value of the Company’s Common
Stock as of the date of exercise over (B) the per share exercise price
specified in Article I above, multiplied by (ii) the number of shares
specified in the Participant’s notice of exercise; (2) a cash payment
equal to (i) the excess of (A) the per share Fair Market Value of the
Company’s Common Stock as of the date of exercise over (B) the per share
exercise price specified in Article I above, multiplied by (ii) the
number of shares specified in the Participant’s notice of exercise; OR (3) a
combination of cash and shares of stock having a value equal to (i) the
excess of (A) the per share Fair Market Value of the Company’s Common
Stock as of the date of exercise over (B) the per share exercise price
specified in Article I above, multiplied by (ii) the number of shares
specified in the Participant’s notice of exercise.  Participant may indicate his or her
preference for the form of settlement of the SAR, however the Administrator
shall make the final determination of whether the SAR is settled in Common
Stock, cash, or a combination thereof.


 


2

















 


C.                                     Stock Transfer
Records.  As soon as practicable after the effective
exercise of all or any part of the SAR, Participant shall be recorded on the
stock transfer books of the Company as the owner of the shares purchased, and
the Company may deliver to Participant one or more duly issued stock
certificates evidencing such ownership. 
All requisite original issue or transfer documentary stamp taxes shall
be paid by the Company.


 


ARTICLE
IV.  NONTRANSFERABILITY


 


This SAR shall not be transferable, in whole or in part, by
Participant, other than by will or by the laws of descent and distribution,
prior to the date the risks of forfeiture described in this Agreement have
lapsed.  If Participant shall attempt any
transfer of this SAR prior to such date, such transfer shall be void and this
SAR shall terminate.


 


ARTICLE V. WITHHOLDING TAXES


 


To permit the Company to comply with all applicable federal and state
income tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that, if necessary, all applicable federal and state
payroll, income or other taxes are withheld from any amounts payable by the
Company to Participant.  If the Company
is unable to withhold such federal and state taxes, for whatever reason,
Participant hereby agrees to pay to the Company an amount equal to the amount
the Company would otherwise be required to withhold under federal or state
law.  Subject to such rules as the Administrator may adopt, the
Administrator may, in its sole discretion, permit Participant to satisfy such
withholding tax obligations, in whole or in part (i) by delivering shares
of common stock, or (ii) by electing to have the Company withhold shares
of Common Stock otherwise issuable to Participant as a result of the exercise
of this SAR, in either case having a Fair Market Value, as of the date
the amount of tax to be withheld is determined under applicable tax law, equal to the minimum amount required to be
withheld for tax purposes based on the minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes, that are applicable to
the supplemental income resulting from such exercise.  Participant’s request to deliver shares or to
have shares withheld for purposes of such withholding tax obligations shall be
made on or before the date that triggers such obligations or, if later, the
date that the amount of tax to be withheld is determined under applicable tax
law.  Participant’s request shall be
approved by the Administrator and otherwise comply with such rules as the
Administrator may adopt to assure compliance with Rule 16b-3 or any
successor provision, as then in effect, of the General Rules and
Regulations under the Securities and Exchange Act of 1934, if applicable.


 


ARTICLE VI.  CAPITAL ADJUSTMENTS


 


Except as otherwise specifically provided in any employment, change of
control, severance or similar agreement executed by Participant and the
Company, pursuant and subject to Section 14 of the Plan, certain changes
in the number or character of the Common Stock of the Company (through sale,
merger, consolidation, exchange, reorganization, divestiture (including a
spin-off), liquidation, recapitalization, stock split, stock dividend or
otherwise) may result in an adjustment, reduction or enlargement, as appropriate,
in the number of shares subject to this SAR. 
Any additional shares that are credited pursuant to such adjustment
shall be subject to the same restrictions as are applicable to the shares with
respect to which the adjustment relates.


 


ARTICLE VII.  BINDING EFFECT


 


This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.


 


3

















 


ARTICLE VIII.  2007 EQUITY INCENTIVE PLAN


 


The SAR represented by this Agreement has been granted under, and is
subject to the terms of, the Plan.  The
terms of the Plan are hereby incorporated by reference herein in their entirety
and Participant, by execution hereof, acknowledges having received a copy of
the Plan.  Capitalized terms not defined
herein shall have the meaning set forth in the Plan.  The provisions of this Agreement shall be
interpreted as to be consistent with the Plan and any ambiguities herein shall
be interpreted by reference to the Plan. 
In the event that any provision hereof is inconsistent with the terms of
the Plan, the latter shall prevail.


 


ARTICLE IX.  MISCELLANEOUS


 


A.                                   Employment or Other
Relationship; Rights as a Stockholder.  Nothing in this Agreement
shall be construed to (a) limit in any way the right of the Company or any
Affiliate to terminate the status of Participant as an employee of the Company
at any time, or (b) be evidence of any agreement or understanding, express
or implied, that the Company or any Affiliate will employ Participant in any
particular position, at any particular rate of compensation or for any
particular period of time.  Participant
shall have no rights as a stockholder with respect to shares issued under this
Agreement until such shares have been issued to Participant.  No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property),
distributions or other rights for which the record date is prior to the date
such shares are issued, except as provided in Section 14 of the Plan.


 


B.                                     Securities Law
Compliance.  Participant shall not transfer or otherwise
dispose of the shares of Stock received pursuant to this Agreement until such
time as counsel to the Company shall have determined that such transfer or
other disposition will not violate any state or federal securities laws.  Participant may be required by the Company,
as a condition of the effectiveness of this SAR, to agree in writing that all
Stock subject to this Agreement shall be held, until such time that such Stock
is registered and freely tradable under applicable state and federal securities
laws, for Participant’s own account without a view to any further distribution
thereof, that the certificates for such shares shall bear an appropriate legend
to that effect and that such shares will be not transferred or disposed of
except in compliance with applicable state and federal securities laws.


 


C.                                     Lockup Period Limitation. 
Participant agrees that in the event the Company advises Participant
that it plans an underwritten public offering of its Common Stock in compliance
with the Securities Act of 1933, as amended, and that the underwriter(s) seek
to impose restrictions under which certain stockholders may not sell or
contract to sell or grant any option to buy or otherwise dispose of part or all
of their stock purchase rights of the underlying Common Stock, Participant
hereby agrees that for a period not to exceed 180 days from the prospectus,
Participant will not sell or contract to sell or grant an option to buy or
otherwise dispose of this SAR or any of the underlying shares of Common Stock
without the prior written consent of the of the underwriter(s) or its
representative(s).


 


D.                                    Blue Sky Limitation. 
Notwithstanding anything in this Agreement to the contrary, in the event
the Company makes any public offering of its securities and determines, in its
sole discretion, that it is necessary to reduce the number of issued but
unexercised stock purchase rights so as to comply with any state securities or
Blue Sky law limitations with respect thereto, the Administrator of the Company
shall accelerate the vesting of this restricted stock award, provided that the
Company gives Participant 15 days’ prior written notice of such
acceleration.  Notice shall be deemed
given when delivered personally or when deposited in the United States mail,
first class postage prepaid and addressed to Participant at the address of
Participant on file with the Company.


 


E.                                      Accounting Compliance. 
Participant agrees that, if a “transaction” (as defined in Section 14
of the Plan) occurs, and Participant is an “affiliate” of the Company or any
Affiliate (as defined in applicable legal and accounting principles) at the
time of such transaction, Participant will comply with all requirements 


 


4

















 


of
Rule 145 of the Securities Act of 1933, as amended, and the requirements
of such other legal or accounting principles, and will execute any documents
necessary to ensure such compliance.


 


F.                                      Stock Legend.  The
Administrator may require that the certificates for any shares of Common Stock
issued to Participant (or, in the case of death, Participant’s successors)  under this Agreement shall bear an
appropriate legend to reflect the restrictions of this Article; provided,
however, that failure to so endorse any of such certificates shall not render
invalid or inapplicable this Article IX.


 


G.                                     Shares Reserved.  The
Company shall at all times during the term of this SAR reserve and keep
available such number of shares as will be sufficient to satisfy the
requirements of this Agreement.


 


H.                                    Arbitration.  Any dispute arising out of or
relating to this Agreement or the alleged breach of it, or the making of this
Agreement, including claims of fraud and inducement, shall be discussed between
the disputing parties in a good faith effort to arrive at a mutual settlement
of any such controversy.  If,
notwithstanding, such dispute cannot be resolved, such dispute shall be settled
by binding arbitration.  Judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.  The arbitrator
shall be a retired state or federal judge or an attorney who has practiced
securities or business litigation for at least ten (10) years.  If the parties cannot agree on an arbitrator
within twenty (20) days, any party may request that a judge of the Circuit
Court of Cook County, Illinois select an arbitrator.  Arbitration will be conducted pursuant to the
provisions of this Agreement and the commercial arbitration rules of the
American Arbitration Association, unless such rules are inconsistent with
the provisions of this Agreement. 
Limited civil discovery shall be permitted for the production of
documents and taking of depositions. 
Unresolved discovery disputes may be brought to the attention of the
arbitrator who may dispose of such disputes. 
The arbitrator shall have the authority to award any remedy or relief
that a court of this state could order or grant; provided, however, that
punitive or exemplary damages shall not be awarded.  The arbitrator may award to the prevailing
party, if any, as determined by the arbitrator, all of its costs and fees,
including the arbitrator’s fee, administrative fees, travel expenses,
out-of-pocket expenses and reasonable attorney’s fees.  Unless otherwise agreed by the parties, the
place of any arbitration proceedings shall be Chicago, Illinois.


 


ARTICLE X.  GOVERNING LAW


 


This Agreement and all rights and obligations hereunder shall be
construed in accordance with the Plan and governed by the laws of the State of
Delaware.


 


[Signature page  follows]


 


5

















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the day and year first above written.


 


	
   

  	
  BROADWIND
  ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
  By
  execution hereof, the  Participant
  acknowledges having  
 received a copy of the Plan. 

  	
   

  



 


6