STOCK APPRECIATION RIGHTS AGREEMENT
BROADWIND ENERGY, INC.
2007 EQUITY INCENTIVE PLAN
THIS AGREEMENT, made effective as of this day of , 20 , by and
between Broadwind Energy, Inc., a Delaware corporation (the “ Company ”), and
(“ Participant ”).
A. 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 stock appreciation right to Participant to pursuant to the
Company’s 2007 Equity Incentive Plan (the “ Plan ”); and
C. The Administrator of the Plan has authorized the grant of a stock appreciation right to
Participant and has determined that, as of the effective date of this Agreement, the fair market value of the
Company’s Common Stock is Dollars (__DOCTEXT__nbsp; ) per share (the “ Exercise Price
In consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as
ARTICLE I. GRANT OF SAR
The Company hereby grants to Participant on the date set forth above (the “ Date of Grant ”), stock
appreciation rights (the “ SAR ”) with respect to an aggregate of ( ) shares of
Common Stock at the Exercise Price on the terms and conditions set forth herein, and subject to adjustment
pursuant to Section 14 of the Plan.
ARTICLE II. DURATION AND EXERCISABILITY
A. General . The term during which the SAR may be exercised shall terminate on
, except as otherwise provided in Article II.B and Article
II.C below. The SAR shall vest and become exercisable according to the following schedule:
Once the SAR becomes fully exerci