Exhibit 10.7


 


RESTRICTED STOCK AWARD AGREEMENT


 


BROADWIND ENERGY, INC.


2007 EQUITY INCENTIVE PLAN


 


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


 


RECITALS


 


A.            The 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 restricted stock award to Participant for shares of the Company’s
Common Stock pursuant to the terms and conditions of this Agreement and the
Company’s 2007 Equity Incentive Plan (the “Plan”);


 


C.            The Administrator
has authorized the grant of such restricted stock award to Participant.


 


AGREEMENTS


 


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


 


ARTICLE I.  GRANT OF RESTRICTED STOCK AWARD


 


The Company hereby grants to Participant a restricted stock award (the “Award”)
for
                                                        (                        )
shares of Common Stock on the terms and conditions set forth herein.


 


ARTICLE II.  RISKS OF FORFEITURE FOR
RESTRICTED STOCK


 


A.            General.  The shares of Common Stock received pursuant
to the Award shall remain forfeitable until the risks of forfeiture lapse
according to the following schedule:


 


	
  Lapse Date

  	
   

  	
   

  
	
  Subject to Risk of Forfeiture

  	
   

  	
  Number of Shares No
  Longer

  
	
   

  	
   

  	
   

  
	
               ,
  20  

  	
   

  	
   

  
	
               ,
  20  

  	
   

  	
   

  
	
               ,
  20  

  	
   

  	
   

  



 


B.            Termination of Employment Prior to Lapse of Risks of Forfeiture.  If, prior to the lapsing of the risk of
forfeiture of all or any portion of the Award, Participant ceases to be [a key employee or officer] [a consultant or advisor] [a director]
of the Company or any Affiliate for any reason, the Participant shall forfeit
all shares of Common Stock received pursuant to the Award for which the risks
of forfeiture have not lapsed.


 


C.            Issuance of Shares; Rights as a
Stockholder. The Company may cause to be issued one or more stock
certificates representing such shares of Common Stock in Participant’s name,
and may hold


 

















 


each
such certificate or may note in the electronic records that such shares are
restricted until such time as the risk of forfeiture and other transfer
restrictions set forth in this Agreement have lapsed with respect to the shares
represented by the certificate.  The
Company may also place a legend on such certificates describing the risks of
forfeiture and other transfer restrictions set forth in this Agreement
providing for the cancellation of such certificates if the shares of Common
Stock are forfeited as provided in this Article II. Unless the shares
subject to this Agreement have been forfeited, Participant shall be entitled to
vote the shares of Common Stock awarded pursuant to this Agreement and shall
receive all dividends and distributions attributable to such shares, both prior
to and after the risks of forfeiture of lapsed. 
However, 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 and Article V of
this Agreement.


 


ARTICLE
III.  NONTRANSFERABILITY


 


This Award 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 Award prior to such date, such transfer shall be void and this
Award shall terminate.


 


ARTICLE IV. 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 attributable to this Award are withheld from any
amounts payable by the Company to the 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 prior to the issuance of a
certificate for the shares of Common Stock subject to this Award.  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, by delivering shares of Common Stock,
including shares of Common Stock received pursuant to this Award for which the
risks of forfeiture have lapsed. Such shares shall have a Fair Market Value
equal to the minimum required tax withholding, based on the minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes,
that are applicable to the supplemental income attributable to this Award. In
no event may the Participant deliver shares having a Fair Market Value in
excess of such statutory minimum required tax withholding. The Participant’s election to deliver shares
or to have shares withheld for this purpose shall be made on or before the date
that the amount of tax to be withheld is determined under applicable tax
law.  Such election 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 Exchange Act of 1934, if applicable.


 


ARTICLE V.  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


 


2

















 


enlargement,
as appropriate, in the number of shares subject to this Award.  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 VI.  BINDING EFFECT


 


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


 


ARTICLE VII.  2007 EQUITY INCENTIVE PLAN


 


The Award 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 VIII.  MISCELLANEOUS


 


A.            Employment or Other Relationship.  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.


 


B.            Securities Law Compliance.  Participant shall not transfer or otherwise
dispose of the shares of Common 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 Award, to agree in writing that all
Common Stock subject to this Agreement shall be held, until such time that such
Common  Stock is registered or otherwise
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 Award
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 may accelerate


 


3

















 


the
forfeiture period 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 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 VIII.


 


G.            Shares Reserved.  The Company shall at all times during the
term of this Award 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 IX.  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]


 


4

















 


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. 

  	
   

  	
   

  



 


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