THE
SINGULAR OR PLURAL SHALL INCLUDE THE SINGULAR AND THE PLURAL AND THE PRONOUNS
STATED IN EITHER THE MASCULINE, FEMININE OR THE NEUTER GENDER SHALL INCLUDE THE
MASCULINE, FEMININE AND NEUTER, AND THE WORDS "INCLUDE," "INCLUDES" AND
"INCLUDING" SHALL MEAN "INCLUDE, WITHOUT LIMITATION," "INCLUDES, WITHOUT
LIMITATION" AND "INCLUDING, WITHOUT LIMITATION," RESPECTIVELY.
THE SUBJECT
MATTER AND LANGUAGE OF THIS AGREEMENT HAVE BEEN THE SUBJECT OF NEGOTIATIONS
BETWEEN THE PARTIES AND THEIR RESPECTIVE COUNSEL, AND THIS AGREEMENT HAS BEEN
JOINTLY PREPARED BY THEIR RESPECTIVE COUNSEL.
ACCORDINGLY, THIS AGREEMENT SHALL
NOT BE CONSTRUED AGAINST EITHER PARTY ON THE BASIS THAT THIS AGREEMENT WAS
DRAFTED BY SUCH PARTY OR ITS COUNSEL.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE EXECUTIVE AND EXECUTIVE'S HEIRS AND PERSONAL
REPRESENTATIVES AND THE COMPANY AND ITS SUCCESSORS, REPRESENTATIVES AND ASSIGNS.
(Remainder of page intentionally blank)
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the dates set
forth below.
MATTHEW GADOW
/s/ Matthew Gadow
Date:
April 30, 2009
Matthew Gadow
BROADWIND ENERGY, INC.
/s/ J. Cameron Drecoll
Date:
April 30, 2009
By:
J. Cameron Drecoll
Its:
Chief Executive Officer
8