AMERICAN SUPERCONDUCTOR CORPORATION First Amendment to Executive Severance Agreement

Exhibit 10.6

AMERICAN SUPERCONDUCTOR CORPORATION

First Amendment to Executive Severance Agreement

This First Amendment to Executive Severance Agreement (“Amendment”) by and between American Superconductor Corporation, a Delaware corporation (the “Company”), and Xxxxx X. Xxxxxxx (the “Executive”) is made as of June 29, 2012.

WHEREAS, the Company and the Executive are parties to an Executive Severance Agreement, dated as of January 30, 2012 (the “Agreement”);

WHEREAS, the Company promoted the Executive to Executive Vice President, Projects, Engineering & Grid Segment and adjusted the Executive’s severance payment period from 6 months to 12 months in connection therewith;

WHEREAS, the parties desire to amend the Agreement to effectuate such adjustment to the Executive’s severance payment period; and

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and the Executive agree as follows:

1. Effective as of May 9, 2012, the definition of “Severance Period” set forth in Section 1.6 of the Agreement is hereby amended by deleting said section and by substituting therefor:

“‘Severance Period’ shall mean the period of 12 months immediately following the Date of Termination (as defined in Section 3.2(a) below).”

2. All other provisions of the Agreement shall remain in full force and effect according to their respective terms, and nothing contained herein shall be deemed a waiver of any right or abrogation of any obligation otherwise existing under the Agreement except to the extent specifically provided for herein.

3. The validity, interpretation, construction and performance of this Amendment shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

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

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Executive Severance Agreement as of the day and year first set forth above.

AMERICAN SUPERCONDUCTOR CORPORATION
Signature:		/s/ Xxxxxx X. XxXxxx
Print name:		Xxxxxx X. XxXxxx
Title:		President and Chief Executive Officer
EXECUTIVE
Signature:		/s/ Xxxxx X. Xxxxxxx
Print name:		Xxxxx X. Xxxxxxx

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