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

On January 14, 2013, Broadwind Energy, Inc. (the "Company") and J.D. Rubin, Vice President, General Counsel and Secretary of the Company entered into an Agreement and Release (the "Separation Agreement"), under which Mr. Rubin's employment will terminate on January 18, 2013 (the "Separation Date"). With the exception of the representations and warranties, covenants, and certain miscellaneous provisions, Mr. Rubin's employment agreement with the Company will be considered terminated in connection with the entry into the Separation Agreement.

Pursuant to the Separation Agreement, Mr. Rubin will receive a cash severance benefit of $345,938, outplacement services for a period of 12 months and a payment representing the cost of continued health coverage for 18 months after the Separation Date. In addition, in lieu of any amounts due to Mr. Rubin under the Company's Executive Short-Term Incentive Plan, his unvested restricted stock units, which were awarded by the Company to Mr. Rubin pursuant to certain Restricted Stock Unit Award Agreements under the Company's 2007 Equity Incentive Plan and the Company's 2012 Equity Incentive Plan and which would have otherwise been forfeited under the terms of such Restricted Stock Unit Award Agreements upon the Separation Date, are not to be forfeited and have been modified with an accelerated vesting schedule as set forth in the Separation Agreement. Based on the Company's closing price per share of common stock of $2.41 as reported on the NASDAQ stock market on January 14, 2013, the total value of such restricted stock units once vested would be approximately $54,000. The Separation Agreement also provides that Mr. Rubin will provide up to forty hours of consulting services to the Company and contains a general release of claims and a cooperation covenant from Mr. Rubin.

The foregoing summary of the Separation Agreement does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the actual agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits 10.1 Separation Agreement, dated as of January 14, 2013, between Broadwind Energy, Inc. and J.D. Rubin

---