Exhibit 10.8


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


BROADWIND ENERGY, INC.


2007 EQUITY INCENTIVE PLAN


 


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


 


RECITALS


 


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


 


WHEREAS, the Company wishes to grant a restricted stock unit award to
Participant for shares of the Company’s Common Stock pursuant to the Company’s
2007 Equity Incentive Plan (the “Plan”); and


 


WHEREAS, the Administrator of the Plan has authorized the grant of a
restricted stock unit 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 UNIT AWARD


 


The Company hereby grants to Participant restricted stock unit award
(the “Award”) for
                              
(                )
restricted stock units on the terms and conditions set forth herein.  Each restricted stock unit shall entitle the
Participant to receive one share of the Company’s Common Stock.  [If there is
performance-based vesting, include the following: This Award shall
expire                                                ,
unless terminated earlier under the provisions of Article II below.]


 


ARTICLE II.  VESTING OF RESTRICTED STOCK UNITS


 


A.            General. The
restricted stock units subject to this Award shall vest according to the
following schedule:


 


	
  Vesting Date

  	
   

  	
  Number of Shares

  
	
   

  	
   

  	
   

  
	
                ,
  2008

  	
   

  	
   

  
	
                ,
  2009

  	
   

  	
   

  
	
                ,
  2010

  	
   

  	
   

  



 


Subject
to such other terms and conditions set forth in this Agreement, the Participant
shall not be entitled to the issuance of shares for any portion of the
restricted stock units subject to this Award until the Administrator determines
the number of restricted stock units, if any, which have vested.


 


B.            Termination of
Relationship.  If, prior to the
vesting 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 restricted stock units subject to this Award which have not vested and this
Award shall terminate as of the date of the act giving rise to such
termination.


 

















 


C.            Issuance of
Shares; Rights as a Stockholder.  On each Vesting Date, the Company shall cause
to be issued a stock certificate representing that number of shares of Common
Stock that have vested as of such Vesting Date, less any shares withheld for
payment of taxes as provided in Article IV below, and shall deliver such
certificate to Participant.  Until the
issuance of such shares, Participant shall not be entitled to receive dividends
attributable to such shares of Common Stock, and shall not have any other
rights as a stockholder with respect to such shares. 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 Vesting Date for each portion of the Award.  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, the 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 any
certificates 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 the Company’s Common Stock, including shares of Common
Stock received pursuant to this Award upon vesting.  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 the 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 merger,
consolidation, exchange, reorganization, divestiture (including a spin-off),
liquidation, recapitalization, stock split, stock dividend or otherwise) shall
result in an adjustment, reduction or enlargement, as appropriate, in
Participant’s rights with respect to any restricted stock units subject to this
Award which continue to be subject to vesting (i.e., Participant shall
have such “anti-dilution” rights under the Award with respect to such events,
but shall not have “preemptive” rights).


 


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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 shall accelerate the vesting
of this restricted stock unit 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.


 


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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.


 


I.              Right to Amend.  The Company hereby reserves the right to
amend this Agreement without Participant’s consent to the extent necessary or
desirable to comply with the requirements of Code Section 409A and the
regulations, notices and other guidance of general application issued
thereunder.


 


[If there is performance-based vesting, include the
following: J.               Delay
of Payment for Specified Employee. 
Notwithstanding anything herein to the contrary, if any payments to be
made to Participant hereunder are subject to the requirements of Code Section 409A
and the Company determines that Participant is a “specified employee” as
defined in Code Section 409A as of the date of the termination, such
payments shall not be paid or commence earlier than the date that is six months
after the termination.  Any payment not
made during the six month period shall be paid on the first day of the seventh
month following termination.]


 


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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]


 


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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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