BWEN Broadwind Inc

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

As previously reported by Broadwind Energy, Inc. (the “Company”) in its Current Report on Form 8-K and filed with the Securities and Exchange Commission on July 31, 2017 (the “Initial Form 8-K”), on July 25, 2017, the Company’s Board of Directors appointed Jason Bonfigt as the Company’s Chief Financial Officer and Treasurer  (principal financial officer), effective August 7, 2017. This Current Report on Form 8-K/A is being filed as an amendment to the Initial Form 8-K to provide information regarding Mr. Bonfigt’s compensatory arrangement with the Company. 

On October 23, 2017, the Company entered into an amended Severance and Non-Competition Agreement (the “Agreement”) with Mr. Bonfigt effective as of August 7, 2017.  The Agreement includes non-competition and non-solicitation covenants that continue for 12 months after termination of employment and provisions regarding confidentiality. The Agreement also provides that, upon termination of Mr. Bonfigt’s employment by the Company without “cause” (as defined in the Agreement), the Company shall pay to Mr. Bonfigt (a) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (b) if Mr. Bonfigt has been employed by the Company or an affiliate or subsidiary thereof for a period of at least 12 months prior to the effective date of termination (and only in such event), then severance in an amount equal to Mr. Bonfigt’s then-current base salary for a period of 12 months. The Agreement also provides that, upon a “change of control” (as defined in the Agreement) and subsequent termination of Mr. Bonfigt’s employment by the Company without “cause”, the Company shall pay to Mr. Bonfigt an amount equal to (i) unpaid base salary, bonus and benefits accrued up to the effective date of termination, and (ii) a lump sum payment equal to Mr. Bonfigt’s then-current base salary for a period of 18 months.

The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement which is filed as Exhibit 10.1 hereto and incorporated by reference herein.