Exhibit 10.9
Execution Copy
SEPARATION AGREEMENT AND RELEASE
This SEPARATION AGREEMENT AND RELEASE (this "Agreement") is made and entered
into as of the 30th day of April, 2009, by and between Broadwind Energy, Inc.
(the "Company") and Matthew Gadow (the "Executive").
WHEREAS, the Executive and the Company desire to fully and amicably settle all
issues between them, including, but not limited to, any issues arising out of
Executive's employment with the Company as Chief Financial Officer pursuant to
that amended and restated employment agreement by and between the Company and
Executive dated November 12, 2008 (the "Employment Agreement") and the end of
that employment and the termination of the Employment Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises contained
herein, and for other good and sufficient consideration, receipt of which is
hereby acknowledged, the Executive and the Company (sometimes hereafter referred
to as the "Parties"), intending to be legally bound, agree as follows:
SECTION 1.
SEPARATION AND TERMINATION
OF EMPLOYMENT AGREEMENT.
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, THE
EMPLOYMENT AGREEMENT AND EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL END
EFFECTIVE AS OF THE CLOSE OF BUSINESS ON THE APRIL 30, 2009 (THE "SEPARATION
DATE").
THE PARTIES ACKNOWLEDGE THAT EXECUTIVE HAS RESIGNED FROM EMPLOYMENT AND
ANY AND ALL OFFICERSHIPS, DIRECTORSHIPS, COMMITTEE MEMBERSHIPS AND ALL OTHER
ELECTED OR APPOINTED POSITIONS, OF ANY NATURE, THAT EXECUTIVE HELD IMMEDIATELY
PRIOR TO THE SEPARATION DATE WITH THE COMPANY AND/OR ANY OF ITS AFFILIATES, ALL
EFFECTIVE AS OF THE CLOSE OF BUSINESS ON THE SEPARATION DATE AND THAT THE
COMPANY HAS FULLY ACCEPTED SUCH RESIGNATION.
SECTION 2.
BENEFITS.
IN CONSIDERATION
FOR THE PROMISES MADE IN THIS AGREEMENT, THE PARTIES AGREE TO THE FOLLOWING (THE
"SEVERANCE BENEFITS"):
(A)
FINAL PAY.
NO LATER THAN THE COMPANY'S
REGULAR PAY DATE FOLLOWING THE SEPARATION DATE THE COMPANY SHALL PAY EXECUTIVE
(I) ALL ACCRUED AND UNPAID BASE SALARY AS OF THE SEPARATION DATE; AND
(II) ACCRUED BUT UNUSED VACATION PAY (STIPULATED BY THE PARTIES TO BE EQUAL TO
ONE HUNDRED AND FOUR (104) HOURS).
(B)
SEVERANCE PAYMENTS.
THE COMPANY AGREES TO
PAY TO EXECUTIVE AN AGGREGATE GROSS AMOUNT OF TWO HUNDRED TWENTY-FIVE THOUSAND
DOLLARS ($225,000), WHICH SHALL BE PAID IN SUBSTANTIALLY EQUAL MONTHLY
INSTALLMENTS (OR MORE FREQUENTLY, BASED UPON THE COMPANY'S STANDARD PAYROLL
PRACTICES) DURING THE NINE (9) MONTH PERIOD BEGINNING ON THE SEPARATION DATE.
EXECUTIVE SHALL NOT BE OBLIGATED TO SEEK OTHER EMPLOYMENT OR TAKE ANY OTHER
ACTION BY WAY OF MITIGATION OR OFFSET OF THE AMOUNTS OF PAYMENTS TO EXECUTIVE
UNDER ANY PROVISIONS OF THIS AGREEMENT, AND THE EXECUTIVE SHALL NOT BE REQUIRED
TO PAY OR CREDIT THE COMPANY ANY AMOUNTS THE EXECUTIVE MAY RECEIVE FROM SUCH
ALTERNATIVE EMPLOYMENT OR RELATED INCOME.
(C)
EXPENSES.
THE EXECUTIVE SHALL SUBMIT ANY
EXPENSE REPORTS TO THE COMPANY NO LATER THAN TEN (10) DAYS FOLLOWING THE
SEPARATION DATE, AND SHALL BE
REIMBURSED IN ACCORDANCE WITH APPLICABLE COMPANY POLICIES AND PROCEDURES FOR
AUTHORIZED EXPENSES INCURRED THROUGH THE SEPARATION DATE.
(D)
COBRA CONTINUATION.
THE COMPANY SHALL PAY
ON BEHALF OF EXECUTIVE