-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PbNLWEQeYq+ZqOVfSI5tk4B3pZFOLmk+Ftyvtxe892zbYtr33sqeU067sRIOmxvV eSmw86hryNq2NPz+o3YSSA== 0001104659-08-021704.txt : 20080401 0001104659-08-021704.hdr.sgml : 20080401 20080401165527 ACCESSION NUMBER: 0001104659-08-021704 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080326 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADWIND ENERGY, INC. CENTRAL INDEX KEY: 0001120370 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 880409160 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31313 FILM NUMBER: 08730073 BUSINESS ADDRESS: STREET 1: 101 SOUTH 16TH STREET STREET 2: P.O. BOX 1957 CITY: MANITOWOC STATE: WI ZIP: 54221 BUSINESS PHONE: (920) 684-5531 MAIL ADDRESS: STREET 1: 101 SOUTH 16TH STREET STREET 2: P.O. BOX 1957 CITY: MANITOWOC STATE: WI ZIP: 54221 FORMER COMPANY: FORMER CONFORMED NAME: TOWER TECH HOLDINGS INC. DATE OF NAME CHANGE: 20060210 FORMER COMPANY: FORMER CONFORMED NAME: BLACKFOOT ENTERPRISES INC DATE OF NAME CHANGE: 20000726 8-K 1 a08-9695_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2008

Broadwind Energy, Inc.

(Exact name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

0-31313		88-0409160
(Commission File Number)		(IRS Employer
		Identification No.)

47 East Chicago Avenue, Suite 332

Naperville, Illinois 60540

(Address of Principal Executive Offices and Zip Code)

(630) 637-8465

(Registrant’s telephone number, including area code)

101 South 16th Street, P.O. Box 1957

Manitowoc, Wisconsin 54221-1957

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 26, 2008, the Board of Directors of Broadwind Energy, Inc. (the “Company”) promoted Lars Moller to Executive Vice President and Chief Operating Officer, effective immediately, and Matthew J. Gadow to Executive Vice President and Chief Financial Officer, effective May 1, 2008. Messrs. Moller and Gadow joined the Company in October 2007. Mr. Moller served as Executive Vice President of Business Development, in which role he provided oversight of supplier, customer and strategic partner relationships. Mr. Gadow was hired as the Company’s Executive Vice President of Strategic Planning in order to assist the Company with acquisitions, joint ventures and other strategic projects.

Mr. Moller has over 21 years of experience in the wind industry, most recently as President of DMI Industries. Mr. Moller began his career in the wind industry with The Bonus Energy Group in 1986 and has held senior management positions with Vestas Americas, Difko and BONUS Energy. Mr. Moller also serves on the Board of Directors of the American Wind Energy Association and Canadian Wind Energy Association.

Prior to joining the Company, Mr. Gadow was Executive Vice President and Chief Financial Officer of DMI Industries, a wind tower manufacturer based in West Fargo, North Dakota. Prior to his nearly five years at DMI, he worked eight years as an operational finance director at several manufacturing locations under the Norwood Promotional Products umbrella of companies. Mr. Gadow is a certified public accountant. In addition, he serves on the American Wind Energy Association’s Finance Committee.

Mr. Gadow will replace Steven A. Huntington, the Company’s current Chief Financial Officer, on May 1, 2008. Mr. Huntington will remain with the Company as Chief Financial Officer of the Company’s Tower Tech Systems subsidiary.

The Company entered into employment agreements with Mr. Moller and Mr. Gadow in October 2007, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference. The agreements provide that Messrs. Moller and Gadow are eligible to earn an annual bonus, may participate in the Company’s 2007 Equity Incentive Plan, and are entitled to receive standard employee benefits. The agreements have an initial term of three years, which may be shortened if termination occurs prior to that time, as follows: (i) by the Company for “cause” (as defined in the agreements), if the employee fails to cure the reasons that constitute “cause” within thirty calendar days of receiving notice from the Company; (ii) by the Company without “cause” upon thirty calendar days’ written notice; or (iii) by the employee for “good reason” (as defined in the agreements), if the Company fails to cure the reasons that constitute “good reason” within thirty calendar days of receiving notice from the employee. In the event that Mr. Moller or Mr. Gadow is terminated without “cause,” resigns for “good reason” or is terminated without “cause” within one year of a “change of control” (as defined in the agreements), the Company will be obligated to pay the employee’s then-current base salary for a period of twelve months, plus other benefits for which he is eligible. Each employment agreement contains non-competition and non-solicitation covenants that continue for one year after termination of employment, as well as a confidentiality clause.

The Company has orally agreed to amend Mr. Moller’s employment agreement to formalize his promotion to Executive Vice President and Chief Operating Officer and to provide for an increase to base salary. The Company has also orally agreed to amend Mr. Gadow’s employment agreement to formalize his promotion to Executive Vice President and Chief Financial Officer and to provide for an increase to base salary. All other terms of the employment agreements will remain unchanged. Upon execution of the amendments, the Company will amend this report to file the amendments as exhibits.

Item 8.01 Other Events

In connection with the formation of the new executive team, the headquarters of the Company have been relocated from Manitowoc, Wisconsin to Naperville, Illinois. The Company’s Tower Tech Systems and RBA subsidiaries will remain in Manitowoc.

On March 31, 2008, the Company issued a press release to announce its new executive team, the change in its headquarters, and its intention to file a notification of late filing on Form 12b-25 regarding its Annual Report on Form 10-KSB for the 2007 fiscal year. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits:
	10.1	Employment Agreement dated October 22, 2007 between the Company and Lars Moller
	10.2	Employment Agreement dated October 22, 2007 between the Company and Matthew J. Gadow
	99.1	Press Release dated March 31, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2008

	BROADWIND ENERGY, INC.

	/s/ Steven A. Huntington
	Steven A. Huntington
	Chief Financial Officer

EXHIBIT INDEX

Broadwind Energy, Inc.

Form 8-K Current Report

Exhibit
Number		Description
10.1		Employment Agreement dated October 22, 2007 between the Company and Lars Moller
10.2		Employment Agreement dated October 22, 2007 between the Company and Matthew J. Gadow
99.1		Press Release dated March 31, 2008

EX-10.1 2 a08-9695_1ex10d1.htm EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of one o’clock a.m. Central Daylight Time October 22, 2007, by and between Tower Tech Holdings, Inc. (the “Company”), and Lars Moller (the “Executive”).

WHEREAS, the Company is engaged in the business of manufacturing components for the wind turbine, oil and gas, and mining industries;

WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement to set forth the rights, duties, benefits and obligations with respect to the employment of the Executive by the Company under the terms and conditions herein provided.

NOW, THEREFORE, in consideration of the Executive’s employment with the Company, and the mutual and respective covenants and agreements of the parties herein contained, and other good and valuable consideration present but not specifically set forth, the parties hereto agree as follows:

1. Employment. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, on the terms and conditions set forth herein. This Agreement and Executive’s duties hereunder shall commence on one o’clock p.m. Central Daylight Time October 22, 2007 (the “Start Date”) and this Agreement and Executive’s employment hereunder shall end on the third anniversary thereafter, unless sooner terminated in accordance with the provisions of Section 6 hereof (the “Term”).

2. Position and Duties. During the Term, the Executive shall serve as Executive Vice President of Business Development of the Company or such other executive position as assigned by the Company. The Executive shall devote all of his working time and efforts to the business and affairs of the Company except for such time as shall reasonably be required to serve in connection with civic or charitable activities, or manage Executive’s financial matters, provided that such activities, in the aggregate, do not materially impair Executive’s ability to perform the normal duties of his employment hereunder. The Executive shall perform those job duties customary to his position and as assigned by the Company’s Board of Directors (the “Board”) to the extent such other duties assigned by the Board are consistent with Executive’s position.

3. Compensation and Related Matters.

(a) Base Salary. The Executive shall receive an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000.00), less required and authorized withholding and deductions, subject to review and adjustment by the Company from time to time (“Base Salary”).

(b) Bonus. During the Term, in addition to the Base Salary, the Executive may be eligible to earn an annual bonus as determined by the Compensation Committee of the Board based on individual and Company performance criteria to be established by the Board.

(c) Stock. The Executive shall be eligible to participate in the Company’s common stock incentive plan as in effect from time to time.

(d) Benefits. Executive shall be entitled to all rights and benefits for which he is eligible under the terms and conditions of the Company’s standard benefits and compensation practices that may be in effect from time to time and provided by the Company to its employees generally. In addition to, and not in limitation of, the foregoing, during the Term, the Executive shall be eligible to accrue up to four weeks (20 business days) of paid vacation per year exclusive of any business day with respect to which the Company is closed for business due to any federal, state or local holiday or any day off generally granted by the Company to its employees, subject to the Company’s then-current vacation policy (which shall not have the effect of reducing said four weeks (20 business days) of paid vacation. In addition to, and not in limitation of the foregoing, during the Term the Executive shall receive any additional benefits generally provided by the Company to executive employees of the Company.

(e) Expense Reimbursement. The Company will reimburse the Executive for reasonable business expenses in accordance with the Company’s standard expense account and reimbursement policies.

(f) Relocation and Temporary Housing. In connection with the Executive’s relocation to the primary corporate office location, the Company will advance and or reimburse the Executive for reasonable household packing, moving, storage, related insurance and other costs of such relocation, provided that (i) such relocation occurs during the Executive’s employment with the Company and not later than six months immediately following the Start Date; and (ii) the aggregate of the amounts to be reimbursed and the tax-related payment with respect thereto shall be in an amount approved by the Board. The Company shall also provide the Executive with temporary housing in the primary corporate office location for up to ninety (90) days immediately following the Start Date.

4. Representations and Warranties of Executive. In order to induce the Company to employ the Executive, the Executive hereby represents and warrants to the Company as follows:

(a) Binding Agreement. This Agreement has been duly executed and delivered by the Executive and constitutes a legal, valid and binding obligation of the Executive and is enforceable against the Executive in accordance with its terms.

(b) No Violations of Law. The execution and delivery of this Agreement and the other agreements contemplated hereby by the Executive do not, and the performance by the Executive of his obligations under this Agreement and the other agreements contemplated hereby will not, violate any term or provision of any law, or any writ, judgment, decree, injunction, or similar order applicable to the Executive.

(c) Litigation. The Executive is not involved in any proceeding, claim, lawsuit, or investigation alleging wrongdoing by the Executive before any court or public or private arbitration board or panel or governmental department, commission, board, bureau, agency or instrumentality.

(d) No Conflicting Obligations. Executive is not under, or bound to be under in the future, any obligation to any person or entity that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance by him of his obligations hereunder, including but not limited to any duties owed to any former employers not to compete or use or disclose confidential information. Executive represents and agrees that he will not disclose to the Company or use on behalf of the Company any confidential information or trade secrets belonging to a third party, including any former employer. Executive further represents and agrees that he has returned, or will return before his last day of employment with his current employer, all property belonging to Executive’s current and previous employers, including but not limited to any and all confidential information. Provided these representations are met by Executive and Executive has acted in good faith and has not otherwise violated any contractual or legal obligations, the Company will provide and pay for legal services to defend the Executive in the event of litigation initiated by Executive’s preceding employer. In the event the Company is required to defend Executive pursuant to this Section, the Company and Executive shall be represented by the same legal counsel as chosen by the Company.

5. Restrictive Covenants.

(a) Confidentiality Critical. The parties agree that the business in which the Company is engaged is highly sales-oriented and the goodwill established between the Executive and the Company’s customers and potential customers is a valuable and legitimate business interest worthy of protection under this Agreement. The Executive acknowledges and agrees that developing and maintaining business relationships is an important and essential business interest of the Company. The Executive further recognizes that, by virtue of his employment by the Company, he will be granted otherwise prohibited access to confidential and proprietary data of the Company which is not known to its competitors and which has independent economic value to the Company and that he will gain an intimate knowledge of the Company’s business and its policies, customers, employees and trade secrets, and of other confidential, proprietary, privileged, or secret information of the Company and its customers (“Customers”) (collectively, all such nonpublic information is referred to as “Confidential Information”).

This Confidential Information includes, but is not limited to data relating to the Company’s marketing and servicing programs, procedures and techniques; business, management and personnel strategies; the criteria and formulae used by the Company in pricing its products, loss control and information management services; the Company’s products and services; the Company’s computer system and software; lists of prospects; customer lists; the identity, authority and responsibilities of key contacts at accounts of Customers; and the composition and organization of Customers’ business. The Executive recognizes and admits that this Confidential Information constitutes valuable property of the Company, developed over a long period of time and at substantial expense, and worthy of protection. Executive acknowledges and agrees that only through his employment with the Company could he have the

opportunity to learn this Confidential Information. The Company acknowledges and agrees that Executive has substantial knowledge of the wind industry.

(b) Confidential Information. The Executive shall not (for any reason), directly or indirectly, for himself or on behalf of any other person or entity, (A) disclose to any person or entity (except to employees or other representatives of the Company who need to know such Confidential Information to the extent reasonably necessary for the Executive to perform his duties under this Agreement or such employees or representatives to perform their duties on behalf of the Company, and except as required by law) any Confidential Information that the Executive may have acquired in the course of or as an incident to his employment or prior dealings with the Company or any Customers, including, without limitation, business or trade secrets of, or products or methods or techniques used by, the Company, or any Confidential Information whatsoever concerning the Customers, (B) use, directly or indirectly, for his own benefit or for the benefit of another (other than a Customer) any of such Confidential Information, or (C) assist any other person or entity in connection with any action described in either of the foregoing clauses (A) and (B);

(c) Noninterference with Employees. The Executive further agrees that the Company has expended considerable time, energy and resources into training its other employees (“Co-Workers”). As a result, during his employment with the Company and for a period of one (1) year thereafter, the Executive shall not, for any reason, directly or indirectly, for himself or on behalf of any other person or entity, (A) induce or attempt to induce any Co-Worker to terminate employment with the Company, (B) interfere with or disrupt the Company’s relationship with any of the Co-Workers, (C) solicit, entice, hire, cause to hire, or take away any person employed by the Company at that time or during the 12-month period preceding Executive’s last day of employment with the Company, or (D) assist any other person or entity in connection with any action described in any of the foregoing clauses (A) through (C).

(d) Non-competition. The Executive further agrees with the Company to the following provisions, all of which Executive acknowledges and agrees are necessary to protect the Company’s legitimate business interests. The Executive covenants and agrees with the Company that:

(i) The Executive shall not, during his employment with the Company and for a period of one (1) year thereafter, either directly or indirectly, engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as an owner, partner, shareholder, officer, director, employee, consultant or in any other capacity, whether or not for consideration, to any person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any way, with the Company other than the ownership of 5% or less of the shares of a public company where Executive is not active in the day to day management of the Company.

(ii) The Executive shall not, during his employment with the Company and for a period of one (1) year thereafter, either directly or indirectly, (A) solicit, call on or contact any Customer of the Company for the purpose or with the effect of offering any products or services of any kind offered by the Company at that time or during his employment with the Company, (B) request or advise any present or future

vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in any of the foregoing clauses (A) through (B).

(iii) During his employment with the Company, the Executive shall not own, or permit ownership by the Executive’s spouse or any minor children under the parental control of the Executive, directly or indirectly, an amount in excess of five percent (5%) of the outstanding shares of stock of a corporation, or five percent (5%) of any business venture of any kind, which operates or conducts a business that competes, in any way, with the Company.

(e) Non-disparagement. At any time during or after Executive’s employment with the Company, the Executive shall not disparage the Company or any shareholders, directors, officers, employees, or agents of the Company.

(f) Understandings.

(i) The provisions of this Section 5 shall be construed as an agreement independent of any other claim. The existence of any claim or cause of action of the Executive against the Company, whether predicated on Executive’s employment or otherwise, shall not constitute a defense to the enforcement by the Company of the terms of Section 5 of this Agreement. If the Executive breaches or threatens to breach any term of this Section 5, the Company shall be entitled as a matter of right to recover from the Executive to its reasonable attorneys’ fees, costs, and expenses associated with enforcing Section 5, in addition to any other remedies available at law or equity. The Executive waives any right to a jury trial in any litigation relating to or arising from this Agreement.

(ii) The Executive acknowledges and agrees that the covenants and agreements contained herein are necessary for the protection of the Company’s legitimate business interests and are reasonable in scope and content. The Executive agrees that the restrictions contained in this Section 5 are reasonable and will not unduly restrict him in securing other employment or income in the event his employment with the Company ends. The Executive acknowledges and agrees that he executed this Agreement on or before his first day of employment with the Company.

(g) Injunctive Relief. The Executive acknowledges and agrees that any breach by him of any of the covenants or agreements contained in this Section 5 would give rise to irreparable injury and would not be adequately compensable in damages. Accordingly, the Executive agrees that the Company may seek and obtain injunctive relief against the breach or threatened breach of any of the provisions of this Agreement in addition to any other legal remedies available.

(h) Reformation and Survival. The Company and the Executive agree and stipulate that the agreements and covenants contained in this Agreement are fair and reasonable in light of all of the facts and circumstances of the relationship between them. The Company and the Executive acknowledge their awareness, however, that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of, and not in

derogation of, the provisions of this Section 5, the Company and the Executive agree that, in the event a court should decline to enforce one or more of the provisions of this Section 5 or decide to limit the temporal or geographic scope of any restriction, then this Section 5 shall be deemed to be modified or reformed to restrict the Executive’s conduct to the maximum extent (in terms of time, geography, and business scope) that the court shall determine to be enforceable. The provisions of this Section 5 shall survive the termination of this Agreement and Executive’s employment, regardless of the reason for such termination, whether voluntary or involuntary.

6. Termination.

(a) Termination upon Death. If the Executive dies during the Term, this Agreement shall terminate, except that the Executive’s legal representatives shall be entitled to receive the Base Salary and other accrued benefits earned up to the date of the Executive’s death.

(b) Termination By The Company With Cause. The Company has the right, at any time during the Term, to terminate the Executive’s employment with the Company for Cause (as defined below) by giving written notice to the Executive as described in this Section 6(b) below. Prior to the effectiveness of termination for Cause under subclause (i), (ii), (iii) or (iv) below, the Executive shall be given thirty (30) calendar days’ prior written notice from the Company, specifically identifying the reasons which are alleged to constitute Cause for any termination pursuant to the aforementioned subclauses, and an opportunity to cure in the event the Executive disputes such allegations; provided, however, that the Company shall have no obligation to continue to employ the Executive following such thirty (30) calendar day notice period unless the Executive’s cure meets the Company’s reasonable satisfaction. The Company’s termination of the Executive’s employment for Cause under subclause (v) or (vi) below shall be effective immediately upon the Company’s written notice to the Executive. If the Company terminates Executive’s employment for Cause, the Company’s obligation to the Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid bonus and benefits.

As used in this Agreement, the term “Cause” shall mean and include (i) the Executive’s abuse of alcohol that affects Executive’s performance of Executive’s duties under this Agreement, or use of any controlled substance; (ii) a willful act of fraud, dishonesty or breach of fiduciary duty on the part of the Executive with respect to the business or affairs of the Company; (iii) material failure by the Executive to comply with applicable laws and regulations or professional standards relating to the business of the Company; (iv) material failure by the Executive to satisfactorily perform his duties hereunder, a material breach by the Executive of this Agreement, or Executive engaging in conduct that materially conflicts with the best interests of the Company or that may materially harm the Company’s reputation; (v) the Executive being subject to an inquiry or investigation by a governmental authority or self-regulatory organization such that the existence of such inquiry or investigation may result in damage to the Company’s business interests, licenses, reputation or prospects; or (vi) conviction of a felony or a misdemeanor involving moral turpitude.

(c) Termination By The Company Without Cause. The Company shall have the right, at any time during the Term, to terminate the Executive’s employment with the Company without Cause by giving written notice to the Executive, which termination shall be

effective thirty (30) calendar days from the date of such written notice. The Company may provide 30 days pay in lieu of notice. If the Company terminates the Executive’s employment without Cause, the Company’s obligation to the Executive shall be limited solely to (i) unpaid Base Salary plus any bonus and benefits accrued up to the effective date of termination; (ii) payments equal to the Executive’s then-current Base Salary for a period of twelve (12) months; and (iii) if Executive is eligible for and timely elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up to twelve (12) months. As a condition to his receipt of the post-employment payments and benefits under this Section 6(c), Executive shall be in compliance with Section 5 of this Agreement, and required to execute, return, not rescind and comply with a release of claims agreement in favor of the Company, in a form to be prepared by the Company. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder.

Notwithstanding anything herein to the contrary, this 6(c) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change in Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

(d) Termination By The Executive for Good Reason. The Executive has the right, at any time during the Term, to terminate his employment with the Company for Good Reason (as defined below) by giving written notice to the Company as described in this Section 6(d) below. Prior to the effectiveness of termination for Good Reason, the Company shall be given thirty (30) calendar days’ prior written notice from the Executive, specifically identifying the reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that the Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. As used in this Section 6(d), the term “Good Reason” shall mean and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, (ii) requiring the Executive to move his place of employment more than 50 miles from his place of employment prior to such move, or (iii) a material breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto.

If the Executive terminates his employment for Good Reason, the Company’s obligation to the Executive shall be limited solely to (i) unpaid Base Salary plus any bonus and benefits accrued up to the effective date of termination; (ii) payments equal to the Executive’s then-current Base Salary for a period of twelve (12) months; and (iii) if Executive is eligible for and timely elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up to twelve (12) months. As a condition to his receipt of the post-employment payments and benefits under this Section 6(d), Executive shall be in compliance with Section 5 of this Agreement, and required to execute, return, not rescind and comply with a release of claims agreement in favor of the Company, in a form to be prepared by the Company. Executive shall have no duty to mitigate damages under this Section 6(d) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person

or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder.

The Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (as defined above) by giving written notice to the Company, which termination shall be effective sixty (60) calendar days from the date of such written notice. If the Executive terminates his employment without Good Reason, the Company’s obligation to the Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid bonus and benefits.

(e) Termination Upon Disability. The Company shall have the right, at any time during the Term, to terminate the Executive’s employment if, during the term hereof, the Executive becomes physically or mentally disabled, whether totally or partially, as evidenced by the written statement of a competent physician licensed to practice medicine in the United States who is mutually acceptable to the Company and the Executive, so that the Executive is unable to perform the essential functions of his job duties hereunder, with or without reasonable accommodation, for (i) a period of three (3) consecutive months, or (ii) for shorter periods aggregating ninety (90) calendar days during any twelve-month period. If the Company terminates Executive’s employment under this Section 6(e), the Company’s obligation to the Executive shall be limited solely to the payment of unpaid Base Salary, bonus and benefits accrued up to the effective date of termination.

7. Change of Control.

(a) Anything in this Agreement to the contrary notwithstanding, if, upon or within one year of a Change of Control (as defined below), the Company or a succeeding entity terminates Employee without Cause (as defined above) at any time during the Term, the Company or the succeeding entity’s obligation to the Executive shall be (i) unpaid Base Salary, bonus and benefits accrued up to the effective date of termination, (ii) a lump sum payment equal to Executive’s then-current Base Salary for a period of twelve (12) months, to be paid within sixty (60) calendar days following Executive’s last day of employment, and (iii) if Executive is eligible for and timely elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up to twelve (12) months. In the event of a without Cause Change of Control termination as described herein, these payments shall be in lieu of, and not in addition to, any severance pay or benefits set forth in Sections 6(c) of this Agreement. As a condition to his receipt of the post-employment payments and benefits under this Section 7(a), Executive shall be in compliance with Section 5 of this Agreement, and required to execute, return, not rescind and comply with a release of claims agreement in favor of the Company or a succeeding entity, in a form to be prepared by the Company or a succeeding entity.

securities issued by the surviving corporation; (ii) The stockholders of the Company approve any plan or proposal for the liquidation of the Company; (iii) A sale, lease or other transfer of all or substantially all of the assets of the Company to any person or entity which is not an Affiliate of the Company; or (iv) The acquisition, without prior approval by resolution adopted by the Board, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing, in the aggregate, more than fifty percent (50%) or more of the total combined voting power of all classes of the Company’s then-issued and outstanding securities by any person or entity or by a group of associated persons or entities acting in concert; provided, however, that a Change of Control will not be deemed to occur if such acquisition is initiated by Participant or an entity in which Participant owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if Participant or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations, notices and other guidance of general applicability issued thereunder.

8. Code Section 409A. Notwithstanding anything herein to the contrary, if any payments to be made to the Executive hereunder are subject to the requirements of Code Section 409A and the Company determines that Executive 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, but shall be paid or commence during the calendar year following the year in which the termination occurs and within thirty (30) calendar days of the earliest possible date permitted under Code Section 409A.

9. Successors; Assignment, Etc.; Third Party Beneficiaries.

(a) Executive consents to and the Company shall have the right to assign this Agreement to its successors or assigns. All covenants or agreements hereunder shall inure to the benefit of and be enforceable by or against its successors or assigns. The terms “successors” and “assigns” shall include, but not be limited to, any succeeding entity upon a Change in Control.

(b) Neither this Agreement nor any of the rights or obligations of the Executive under this Agreement may be assigned or delegated except as provided in the last sentence of this Section 9(b). This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by, and shall be binding upon, the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive should die while any amounts would still be payable to him hereunder had he continued to live, then all such amounts (unless otherwise provided herein) shall be paid in accordance with the terms of this Agreement to the devisee, legatee, or other designee under the Executive’s testamentary will or, if there be no such will, to the Executive’s estate.

10. Notice. For purposes of this Agreement, all notices and other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or when mailed by United States registered or certified mail, return receipt requested, first-class postage prepaid, addressed as follows:

If to the Executive :		If to the Company :

or to such other address as any party may have furnished to the other in writing in accordance with this Section 10, except that notices of any change of address shall be effective only upon actual receipt.

11. Miscellaneous. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing signed by the Executive and such officers as may be specifically designated by the board of directors of the Company. No waiver by either party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar condition or provision at the same or any other time. No agreements or representations (whether oral or otherwise, express or implied) with respect to the subject matter of this Agreement have been made by either party which are not set forth expressly in this Agreement or which are not specifically referred to in this Agreement. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Wisconsin. Unless the context otherwise requires, words using the singular or plural number shall respectively include the plural or singular number, and pronouns of any gender shall include each other gender.

12. Validity. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law or court decision, and if the rights or obligations of the Company and the Executive will not be materially and adversely affected thereby, (a) such provision shall be fully severable from this Agreement, (b) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom, and (d) in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar to the terms and intent of such illegal, invalid, or unenforceable provision as may be possible.

13. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

14. Litigation. The parties agree that the exclusive venue for any litigation commenced by the Company or the Executive relating to this Agreement shall be the state courts located in Milwaukee County, Wisconsin and the United States District Court, Eastern District of Wisconsin in Milwaukee County, Wisconsin. The parties waive any rights to object to venue as set forth herein, including any argument of inconvenience for any reason.

15. Entire Agreement. This Agreement constitutes (i) the binding agreement between the parties and (ii) represents the entire agreement between the parties and supersedes all prior agreements relating to the subject matter contained herein. All prior negotiations concerning Executive’s employment with the Company have been merged into this Agreement and are reflected in the terms herein.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first above written.

	EXECUTIVE:

	By: /s/ Lars Moller
	Name: Lars Moller


	COMPANY:

	TOWER TECH HOLDINGS, INC.

	By: /s/ Steven A. Huntington
	Name: Steve Huntington
	Title: Chief Financial Officer

EX-10.2 3 a08-9695_1ex10d2.htm EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

WHEREAS, the Company is engaged in the business of manufacturing components for the wind turbine, oil and gas, and mining industries;

WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company; and

2. Position and Duties. During the Term, the Executive shall serve as Executive Vice President of Strategic Planning of the Company or such other executive position as assigned by the Company. The Executive shall devote all of his working time and efforts to the business and affairs of the Company except for such time as shall reasonably be required to serve in connection with civic or charitable activities, or manage Executive’s financial matters, provided that such activities, in the aggregate, do not materially impair Executive’s ability to perform the normal duties of his employment hereunder. The Executive shall perform those job duties customary to his position and as assigned by the Company’s Board of Directors (the “Board”) to the extent such other duties assigned by the Board are consistent with Executive’s position.

3. Compensation and Related Matters.

(a) Base Salary. The Executive shall receive an annual base salary of Two Hundred Fifteen Thousand Dollars ($215,000.00), less required and authorized withholding and deductions, subject to review and adjustment by the Company from time to time (“Base Salary”).

(c) Stock. The Executive shall be eligible to participate in the Company’s common stock incentive plan as in effect from time to time.

(e) Expense Reimbursement. The Company will reimburse the Executive for reasonable business expenses in accordance with the Company’s standard expense account and reimbursement policies.

(f) Relocation and Temporary Housing. In connection with the Executive’s relocation to the primary corporate office location, the Company will advance and or reimburse the Executive for reasonable household packing, moving, storage, related insurance and other costs of such relocation, provided that (i) such relocation occurs during the Executive’s employment with the Company and not later than eighteen (18) months immediately following the Start Date; and (ii) the aggregate of the amounts to be reimbursed and the tax-related payment with respect thereto shall be in an amount approved by the Board. The Company shall also provide the Executive with temporary housing in the primary corporate office location for up to ninety (90) days immediately following the Start Date.

4. Representations and Warranties of Executive. In order to induce the Company to employ the Executive, the Executive hereby represents and warrants to the Company as follows:

5. Restrictive Covenants.

opportunity to learn this Confidential Information. The Company acknowledges and agrees that Executive has substantial knowledge of the wind industry.

(f) Understandings.

6. Termination.

(d) Termination By The Executive for Good Reason. The Executive has the right, at any time during the Term, to terminate his employment with the Company for Good Reason (as defined below) by giving written notice to the Company as described in this Section 6(d) below. Prior to the effectiveness of termination for Good Reason, the Company shall be given thirty (30) calendar days’ prior written notice from the Executive, specifically identifying the reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that the Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. As used in this Section 6(d), the term “Good Reason” shall mean and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, or (ii) a material breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto.

7. Change of Control.

(b) Change of Control Defined. A “Change of Control” means: (i) The consummation of any merger, consolidation, exchange, or reorganization to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such transaction have, immediately following the effective date of such transaction, beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of less than fifty percent (50%) of the total combined voting power of all classes of securities issued by the surviving corporation; (ii) The stockholders of the Company approve any plan or proposal for the liquidation of the Company; (iii) A sale, lease or other transfer of all or substantially all of the assets of the Company to any person or entity

which is not an Affiliate of the Company; or (iv) The acquisition, without prior approval by resolution adopted by the Board, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing, in the aggregate, more than fifty percent (50%) or more of the total combined voting power of all classes of the Company’s then-issued and outstanding securities by any person or entity or by a group of associated persons or entities acting in concert; provided, however, that a Change of Control will not be deemed to occur if such acquisition is initiated by Participant or an entity in which Participant owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if Participant or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations, notices and other guidance of general applicability issued thereunder.

9. Successors; Assignment, Etc.; Third Party Beneficiaries.

If to the Executive :		If to the Company :

13. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

concerning Executive’s employment with the Company have been merged into this Agreement and are reflected in the terms herein.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first above written.

	EXECUTIVE:

	By: /s/ Matthew Gadow
	Name: Matthew Gadow

	COMPANY:

	TOWER TECH HOLDINGS, INC.

	By: /s/ Steven A. Huntington
	Name: Steve Huntington
	Title: Chief Financial Officer

EX-99.1 4 a08-9695_1ex99d1.htm EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BROADWIND ENERGY, INC.

47 E. Chicago Ave.

Suite 332

Naperville, IL 60540

For more information contact:

J. Cameron Drecoll, CEO

630-637-0315

BROADWIND ENERGY ANNOUNCES SENIOR MANAGEMENT CHANGES, FORM 10-KSB FILING DELAY

-Company Relocates Corporate Headquarters to Chicago, Ill. Area-

NAPERVILLE, Ill., March 31, 2008 — Broadwind Energy, Inc. (OTCBB: BWEN) has promoted Lars Moller to executive vice president and chief operating officer and Matt Gadow to executive vice president and chief financial officer. The company also has relocated its corporate headquarters from Manitowoc, Wis. to Naperville, Ill.

Broadwind also announced today that it is filing a Form 12b-25 as notice of late filing of its Form 10-KSB due to the challenges of integrating three acquisitions during the past six months: RBA, Inc., Brad Foote Gear Works, Inc. and Energy Maintenance Service, LLC.

Moller previously was executive vice president of business development. “Lars’ operational expertise and leadership abilities are a tremendous benefit that will serve our customers and employees well as we grow our organization,” said J. Cameron Drecoll, Broadwind CEO.

“I look forward to leading the integration of our businesses into a seamless suite of offerings for the North American energy industry,” said Moller, who has been active in the North American wind industry for more than 21 years and was most recently president of a wind tower manufacturing company with more than 550 employees.

Gadow will replace Steve Huntington, Broadwind’s current chief financial officer, on May 1, 2008. Huntington will remain with the company as chief financial officer of Tower Tech Systems, a Broadwind subsidiary in Manitowoc, Wis. Gadow currently is the executive vice president of strategic planning at Broadwind. Previously, he was chief financial officer of a leading wind tower manufacturer. He has 15 years of experience in financial roles and is a certified public accountant.

Broadwind plans to fill the previous roles of Moller and Gadow in upcoming months.

Broadwind also announced it has officially relocated its corporate headquarters to Naperville, Ill. from Manitowoc, Wis. Tower Tech Systems’ headquarters will remain in Manitowoc and its tower manufacturing operations will not be affected by the relocation.

“We have invested significantly during the past year in our Manitowoc production capacity and employee base and look forward to continued strong relations with the community,” said

Drecoll. “As we continue to grow our customer base and expand our operations, it is strategically important that our corporate office be located near a major international business center where leading industry participants are located or frequently visit. It is also important for attracting quality executives to our team.”

Finally, Broadwind intends to file a Form 12b-25 on April 1, 2008 regarding the late filing of its Form 10-KSB with the Securities and Exchange Commission. “Our recent acquisitions created resource challenges in integrating the financial results of these nonpublic company acquisitions with Broadwind,” said Drecoll. “We anticipate that we will file our Form 10-KSB by April 15, 2008.”

About Broadwind Energy, Inc.

Broadwind Energy, Inc. (OTCBB: BWEN), Naperville, Ill., owns, supports and strategically positions companies that manufacture, install and maintain components for energy and infrastructure-related industries with a primary emphasis on the wind energy sector. The company’s operational platforms include wind tower manufacturing, other heavy steel manufacturing, service and construction and precision gear manufacturing. Its platform companies currently include Brad Foote Gear Works, Inc., a precision gearing systems manufacturer in Cicero, Ill.; Energy Maintenance Service (EMS), a wind energy operation and maintenance service provider in Gary, S.D.; RBA Inc., a heavy weld and machining fabricator in Manitowoc, Wis.; and Tower Tech Systems, Inc., a wind tower manufacturer in Manitowoc, Wis. Broadwind and its platform companies employ approximately 800 people across the United States.

Forward-Looking Statements

Certain statements found in this press release may constitute forward- looking statements as defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. Such statements are generally identifiable by the terminology used, such as “anticipate,” “believe,” “intend,” “expect,” “plan,” or other similar words. Our forward-looking statements in this release generally relate to our expectations with respect to the growth of our company, our plans to fill vacancies in our executive management team, the impact of the relocation of our corporate headquarters on our tower manufacturing operations, and our ability to file our Form 10-KSB by April 15, 2008. Although it is not possible to foresee all of the factors that may cause actual results to differ from our forward-looking statements, such factors include, among others, the following: (i) our ability to successfully implement our growth strategy both organically and through acquisitions; (ii) unforeseen delays or costs associated with identifying and hiring qualified executives to fill the vacancies; (iii) unforeseen administrative or other challenges associated with relocating our corporate headquarters; (iv) continued delays associated with the integration of acquired businesses into our consolidated financial reports; (v) fluctuations in general economic conditions; and (vi) those risks described from time to time in our reports to the Securities and Exchange Commission (including our Annual Report on Form 10-KSB). Investors should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or potentially inaccurate assumptions that could cause our current expectations or beliefs to change. Shareholders and other readers should not place undue reliance on “forward-looking statements,” as such statements speak only as of the date of this release. We undertake no obligation to update publicly or revise any forward-looking statements.

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