Exhibit
10.1


 





Executive Short-Term Incentive Plan


 

















 


BROADWIND ENERGY, INC.


EXECUTIVE INCENTIVE PLAN


 


I.              PURPOSE


 


The
Broadwind Energy Inc. Executive Short-Term Incentive Plan (the “Plan”) is
designed to reward senior executives of Broadwind Energy Inc. (the “Company”)
and its subsidiaries for performance contributions that have a significant
impact on the overall success of the Company and its subsidiaries.  It is intended to retain and motivate
employees and to direct their effort and attention toward the achievement of
key performance objectives by linking a significant element of variable annual
compensation to the accomplishment of selected performance goals considered to
be key to the creation of shareholder value.


 


Key
objectives of the Plan include:


 


1.     Increase Company profitability;


 


2.     Maximize return on capital;


 


3.     Stimulate organic growth;


 


4.     Recognize individual and team performance
contributions;


 


5.     Enhance quality and credibility of annual
financial plans;


 


6.     Provide market competitive compensation
opportunities; and


 


7.     Provide flexibility to reflect current
business environments.


 


II.            DEFINITIONS


 


For purposes of the Plan, certain terms used herein
shall be defined as follows:


 


1.             Base
Salary.  Base compensation earned
during the Plan Year, determined as of the last day of the Plan Year, paid to a
Participant, excluding, without limitation, incentives, bonuses, overtime pay,
reimbursement of relocation and other expenses, auto allowances and employee
and fringe benefits.


 


2.             Board.  The Board of Directors of the Company.


 


3.             Compensation
Committee.  The Compensation and
Stock Option Committee of the Board.


 


4.             Executive.  An executive of the Company or a Subsidiary.


 


5.             Incentive
Award.  The incentive compensation
award paid to an Executive under the Plan.


 

















 


6.             Participant.  An Executive who is eligible for an Incentive
Award under the Plan.


 


7.             Plan
Year.  The 12-month period beginning
on January 1 of each year.


 


8.             Subsidiary.  A wholly owned subsidiary of the Company.


 


III.           ELIGIBILITY


 


An Executive shall be eligible to participate in the
Plan for a Plan Year if he or she is employed on or before December 31 of
such Plan Year by the Company or a Subsidiary in a position at “Band A” or “Band
B” of the Company’s job structure.


 


IV.           PARTICIPATION


 


The Compensation Committee shall determine which
eligible Executives shall participate in the Plan for a Plan Year prior to the
beginning of such Plan Year, or as soon as practicable thereafter, based upon
recommendations of senior management of the Company.  As soon as reasonably practicable thereafter,
such Participants shall be notified of their selection for participation in the
Plan during such Plan Year and of the manner in which their Incentive Awards
may be earned.


 


The Compensation Committee shall also have discretion
during any Plan Year (i) to select additional eligible Executives for
participation in the Plan, as a result of promotions or otherwise, and (ii) to
terminate the participation in the Plan of any Executives who, as a result of
demotions or otherwise, were previously selected as Participants.  In any such case, Incentive Awards for any
such Executive shall be prorated, based on the portion of the Plan Year during
which the Executive was a Participant. 
An Executive who is on an unpaid leave of absence for 30 days or more
during a Plan Year shall be eligible to receive a prorated Incentive Award
based on the number of days of such Plan Year during which such Executive was
in active pay status.


 


An Executive shall not be entitled to participate in
the Plan for a Plan Year solely because such Executive was selected to
participate in the Plan for any prior Plan Year.


 


V.            INCENTIVE AWARDS


 


(a) 
Incentive Award Groups.


 


Prior to the beginning of each Plan Year, or as soon
thereafter as is reasonably practicable, the Compensation Committee shall
determine the various categories of Incentive Awards, based upon employment
responsibilities (the “Incentive Award Groups”), that shall be available under
the Plan for the Plan Year.


 


(b) 
Target Incentive Levels.


 


Each Plan Year, the Compensation Committee also shall
establish with respect to each Incentive Award Group, a target incentive level
(the “Target Incentive Level”) which will apply to Participants in the
Incentive Award Group for such Plan Year. 
The Target Incentive Level for each Incentive Award Group shall be
expressed as a percentage of the Base Salary of


 

















 


the Participants therein, and, when multiplied by each
such Participant’s Base Salary, shall represent the amount of the Incentive
Award that such Participant would be eligible to receive if the relevant
Performance Objectives, as hereinafter defined, have been fully attained.  The Compensation Committee shall have
discretion each Plan Year to establish with respect to any Performance
Objective a minimum (threshold) performance level to be attained for such Plan
Year below which no Incentive Award would be payable hereunder.  Notwithstanding the preceding sentences of
this Section V(b), the Compensation Committee shall have discretion each
Plan Year to establish, with respect to any Performance Objectives, performance
levels which will result in the payment of Incentive Awards which are in an
amount either greater than the Target Incentive Levels or less than any minimum
performance level previously established for such Plan Year.


 


(c) 
Performance Objectives.


 


The payment of Incentive Awards to Participants under
the Plan shall be determined by the extent to which certain performance
objectives (the “Performance Objectives”) have been attained with respect to
each Plan Year.  Prior to the beginning
of each Plan Year, or as soon thereafter as is reasonably practicable, the
Compensation Committee shall establish the Performance Objectives which will
apply to each Incentive Award Group for the Plan Year and the manner in which
Incentive Awards may be earned for such Plan Year.  Unless otherwise determined by the
Compensation Committee, there shall be three (3) categories of Performance
Objectives, as follows:


 


(1)  Company
Performance Objectives;


(2)  Business Unit
Performance Objectives; and


(3)  Individual
Performance Objectives.


 


Incentive Awards with respect to Participants in each
Incentive Award Group may be determined for any Plan Year on the basis of one
or any combination of the Performance Objectives, as determined by the
Compensation Committee in its discretion.


 


The Company Performance Objective for each Plan Year
shall be established by the Compensation Committee, taking into account the
recommendations of the Chief Executive Officer of the Company (the “CEO”).  The Compensation Committee may, in its sole
discretion, adjust such Company Performance Objectives on account of any
extraordinary changes which occur during the Plan Year, such as changes in
accounting practices or the law.


 


The Business Unit Performance Objectives and
Individual Performance Objectives shall be determined by the Compensation
Committee each Plan Year, taking into account the recommendations of the CEO
and other designated officers of the Company, and shall be based upon specific
written goals and objectives which are unique to the relevant Business Unit or
eligible Executive.


 


(d) 
Evaluation of Performance.


 


As soon as practicable following the end of each Plan
Year, the Compensation Committee, after taking into account evaluations and
recommendations of the CEO and other designated officers of the Company, shall
evaluate the degree to which the Performance


 

















 


Objectives have been met for the Plan Year for
purposes of determining the amounts of any Incentive Awards payable under the
Plan.


 


(e) 
Payment of Incentive Awards.


 


Incentive Awards shall be payable to Participants no
later than the earlier of 30 days after acceptance of the Company’s formal
year-end external audit report or March 15.  Unless otherwise determined by the
Compensation Committee, all Incentive Awards shall be paid in cash.


 


VI.           CHANGE
IN EMPLOYMENT POSITION


 


Unless otherwise determined by the Compensation
Committee, the Incentive Award for a Participant who changes his or her employment
position within the Company during a Plan Year shall be determined by prorating
the Target Incentive Level and the Incentive Award pertaining to each of the
Participant’s positions on the basis of the portion of the Plan Year spent in
each position.


 


VII.         TERMINATION OF
EMPLOYMENT


 


Unless otherwise determined by the Compensation
Committee, a Participant whose employment terminates for any reason prior to
the date on which such Participant’s Incentive Award is paid shall not be
entitled to receive such Incentive Award.


 


VIII.        ADMINISTRATION


 


The Plan shall be administered by the Compensation
Committee, which shall have full power and authority to interpret, construe and
administer the Plan in accordance with the provisions herein set forth.  The Compensation Committee’s interpretation
and construction hereof, and actions hereunder, or the amount or recipient of
the payments to be made herefrom, shall be binding and conclusive on all
persons for all purposes.  In this
connection, the Compensation Committee may delegate to any corporation,
committee or individual, regardless of whether the individual is an employee of
the Company or a Subsidiary, the duty to act for the Compensation Committee
hereunder.  No officer or employee of the
Company or any Subsidiary shall be liable to any person for any action taken or
omitted in connection with the interpretation and administration of the Plan
unless attributable to his or her own willful misconduct or lack of good
faith.  The expenses of administering the
Plan shall be paid by the Company and each Subsidiary and shall not be charged
against the Plan.


 


IX.           AMENDMENT OR
TERMINATION


 


The Plan may be amended or terminated at any time and
for any reason by the Board of Directors of the Company.  The Compensation Committee may, in its sole
discretion, reduce or eliminate an Incentive Award to any Participant at any
time and for any reason.  The Plan is
specifically designed to guide the Company in granting Incentive Awards and
shall not create any contractual right of any employee to any Incentive Award
prior to the payment of such award.


 

















 


X.            NONTRANSFERABILITY


 


No Incentive Award payable hereunder, nor any right to
receive any future Incentive Award hereunder, may be assigned alienated, sold,
transferred, anticipated, pledged, encumbered, or subjected to any charge or
legal process, and if any such attempt is made, or a person eligible for any
Incentive Award hereunder becomes bankrupt, the Incentive Award under the Plan
which would otherwise be payable with respect to such person may be terminated
by the Compensation Committee which, in its sole discretion, may cause the same
to be held or applied for the benefit of one or more of the dependents of such
person or make any other disposition of such award that it deems appropriate.


 


XI.           INCOME TAX
WITHHOLDING/RIGHTS OF OFFSET


 


The Company shall have the right to deduct and
withhold from all Incentive Awards all federal, state and local taxes as may be
required by law.  In addition to the
foregoing, the Company shall have the right to set off against the amount of
any Incentive Award which would otherwise be payable hereunder, the amount of
any debt, judgment, claim, expense or other obligation owed at such time by the
Participant to the Company or any Subsidiary.


 


XII.         CLAIM TO INCENTIVE
AWARDS AND EMPLOYMENT RIGHTS


 


Nothing in this Plan shall require the Company or any
Subsidiary to segregate or set aside any funds or other property for purposes
of paying all or any portion of an Incentive Award hereunder.  No Participant shall have any right, title or
interest in or to any Incentive Award hereunder prior to the actual payment
thereof, nor to any property of the Company or any Subsidiary.  Neither the adoption of the Plan nor the
continued operation thereof shall confer upon any employee any right to
continue in the employ of the Company or any Subsidiary or shall in any way
affect the right and power of the Company or any Subsidiary to dismiss or
otherwise terminate the employment of any employee at any time for any reason, with
or without cause.


 


XIII.        CONSTRUCTION


 


Titles and headings of sections in the Plan are for
convenience of reference only, and in the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control.


 


XIV.        GOVERNING LAW


 


All questions pertaining to the construction, validity
and effect of the Plan shall be determined in accordance with the laws of the
State of Delaware.