EXHIBIT 10.1

SEPARATION AGREEMENT

This Separation Agreement (this “ Agreement ”) is made and entered into as of September 24, 2015, by and between Raymond K. Guba (“ Executive ”) and Global Power Equipment Group Inc. (the “ Company ”).  The Company and Executive are sometimes collectively referred to herein as the “ Parties ” and individually as a “ Party .”

WHEREAS , Executive and the Company have determined to provide for the termination of Executive’s employment with the Company on the terms and subject to the conditions set forth herein.

NOW, THEREFORE , in consideration of the foregoing recitals, the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1.                                       Termination of Employment .  Effective as of September 24, 2015 (the “ Separation Date ”), Executive’s employment with the Company and its affiliates (including, without limitation, as Chief Financial Officer of the Company) shall terminate and Executive shall cease to be an employee and officer of any and all of the foregoing.  In addition, as of the Separation Date, Executive shall, and by execution of this Agreement he does, resign from any and all directorships Executive may hold with any of the affiliates of the Company.  Executive hereby agrees to execute any and all additional documentation the Company may deem necessary or appropriate to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon the Separation Date, regardless of when or whether he executes any such additional documentation.  As used in this Agreement, the term “ affiliate ” means any entity controlled by, controlling, or under common control with, the Company.

2.                                       Accrued Benefits .  The Company shall pay or provide to Executive the following payments and benefits:

(a)                                  Salary and Vacation Pay .  Within ten calendar days after the Separation Date, the Company shall issue to Executive his final paycheck, reflecting (i) his earned but unpaid base salary through the Separation Date, and (ii) his accrued but unused vacation pay through the Separation Date.

(b)                                  Expense Reimbursements .  The Company, within 30 calendar days after the Separation Date, shall reimburse Executive for any and all reasonable business expenses incurred by Executive in connection with the performance of his duties prior to the Separation Date, which expenses shall be submitted by Executive to the Company with supporting receipts and/or documentation no later than 15 calendar days after the Separation Date.

(c)                                   Other Benefits .  All Company-provided benefits shall cease to accrue on the Separation Date, including but not limited to accrual of vacation, sick, and other benefits.  The Company shall continue to provide the existing level of health insurance benefits to Executive and his eligible dependents through September 30, 2015, after which date Executive may be eligible for continuation of those health insurance benefits at Executive’s expense pursuant to COBRA, and will receive information regarding election of benefit continuation separately.   To the extent not theretofore paid or provided, the Company shall pay or provide, or cause to be paid or provided, to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under the Company’s (or an affiliate’s) benefit plans, programs and arrangements in each case in accordance with the terms, conditions and normal procedures of each such plan and based on accrued and vested benefits through the

Separation Date.

3.                                       Severance Benefits .  If and only if (x) Executive executes the release attached as Exhibit A to this Agreement (the “ Release ”),  (y) the Release becomes irrevocable pursuant to its terms (the date on which the Release so become irrevocable being the “ Effective Release Date ”), and (z) Executive continues to comply with his obligations set forth in Sections 5, 6, and 7 hereof, the Company shall vest Executive in certain otherwise unvested restricted share units (“ RSUs ”) held by Executive as of the Separation Date as follows:

(a)                                  All unvested time-based RSUs held by Executive as of the Separation Date (being a total of 32,987 RSUs) will vest in full on the Separation Date and will be paid within five business days after the Effective Release Date.

(b)                                  All unvested performance-based RSUs held by Executive as of the Separation Date (being a total of 27,933 RSUs, of which 9,333 were granted in 2013, 7,333 were granted in 2014, and 11,267 were granted in 2015) will be paid to Executive, in each case:  (i) at the same time as would have been the case under the applicable award agreement if Executive’s employment had continued through the date on which the particular RSUs would have otherwise vested; and (ii) at (A) that number of RSUs that would have paid out to Executive if his employment had continued through the date on which the particular RSUs would have otherwise vested (which is dependent upon the extent to which performance goals are achieved during the entire applicable performance period), multiplied by (B) a fraction, the numerator of which is the number of days worked during the applicable performance period and the denominator of which is the number of days in the entire performance period.

The Parties acknowledge that pursuant to the terms of the applicable equity plan, Executive is permitted to elect, and he hereby does elect, to have the minimum required tax withholding obligation related to the payout of vested RSUs satisfied via a net share withholding method authorized by the applicable equity plan, and the Company will so satisfy that obligation.  As, if, and when any of the applicable performance goals are not fully achieved during any of the applicable performance periods, the then unvested portion of the performance-based RSUs referred to in Section 3(b) will automatically be forfeited without further action by the Parties.

4.                                       Release of Claims .  Executive shall execute and deliver the Release to the Company within 21 calendar days following the Separation Date (the “ Release Period ”).  If Executive fails to execute and deliver the Release to the Company during the Release Period, or if the Release is revoked by Executive before it has become irrevocable pursuant to its terms, Executive will forfeit all of the RSUs that are referred to in any of Sections 3(a) or 3(b) above.

5.                                       Severance Arrangement .  Executive acknowledges that the payments and arrangements contained in this Agreement shall constitute full and complete satisfaction of any and all payments and benefits to which Executive may be entitled as a result of his employment with the Company and the termination thereof.  Executive agrees that, as of the Separation Date, this Agreement supersedes and replaces the severance terms set forth in Section 4 of the Severance Arrangement between Executive and the Company effective as of November 18, 2013 (the “ Severance Arrangement ”) and that, provided the Company observes its obligations under this Agreement, the Company has no further obligations to make any payments or provide any benefits to Executive under the terms of the Severance Arrangement or otherwise.  Executive and the Company each acknowledge and agree that the following terms and conditions of the Severance Arrangement remain in effect in accordance with their terms:

(a)                                  Section 9, Work Product;

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(b)                                  Section 10, Confidential Information;

(c)                                   Section 11, Non-Compete, Non-Solicitation;

(d)                                  Section 12, Remedies;

(e)                                   Section 13, Cooperation in Investigations and Proceedings;

(f)                                    Section 21, Successors and Assigns; and

(g)                                   Section 22, Choice of Law.

6.                                       Return of Property .  By not later than 7 calendar days after the Separation Date, Executive shall return to the Company all items of Company property previously in his possession, including without limitation, keys, credit cards, telephone calling cards, computer hardware and software, cellular and portable telephone equipment, manuals, books, notebooks, financial statements, reports and other documents.  For the avoidance of doubt, Executive is entitled to retain his personal cellular telephone number.  The Company will make available to Executive, at a time and in a manner to be mutually agreed, copies of all personal (as distinct from Company-related) information (including personal contacts, personal calendar information, and other personal documents) on the Company’s personal computer and laptop computer that Executive most recently used before the Separation Date (the “Executive’s Company Computers”).  In addition, if at some future date Executive requests access to other information that was on the Executive’s Company Computers when they were last in his possession and such information is necessary and appropriate to enable Executive to defend himself in any pending or imminent litigation that may be brought against him, the Company will consider Executive’s request in good faith and will provide such access to the extent consistent with the ethical obligations of Company Counsel and to the extent not inconsistent with the Company’s legal obligations and not inconsistent with the best interests of the Company, including but not limited to requests by regulatory and law enforcement agencies.  This provision shall not be construed to limit Executive’s rights to information pursuant to the Federal Rules of Civil Procedure.

7.                                       Non-Disparagement .

(a)                                  Executive agrees that he will not do or say anything that could reasonably be expected to disparage or impact negatively the name or reputation in the marketplace of the Company or of any entity or individual known by Executive to be an affiliate, employee, officer, director, stockholder, members, principal or assign of any of the foregoing.  Subject to Executive’s continuing obligations to comply with Section 10 (Confidential Information) of the Severance Arrangement as provided herein, nothing in this Section 7 shall preclude Executive from (i) responding truthfully to any legal process or truthfully testifying in a legal or regulatory proceeding, provided that, to the extent permitted by law, Executive promptly informs the Company of any such obligation prior to participating in any such proceedings, or (ii) responding truthfully to any statements made in material breach of Section 7(b) hereof.

(b)                                  The Company agrees that it will not release any information or make any statements, and its officers and directors shall not do or say anything that could reasonably be expected to disparage or impact negatively the name or reputation in the marketplace of Executive.  Nothing herein shall preclude the Company or any of its affiliates, employees, officers, directors, stockholders, members, principals or assigns from (i) responding truthfully to any legal process or truthfully testifying in a legal or regulatory proceeding, provided that to the extent permitted by law, the Company will promptly inform Executive in advance if it has reason to believe such response or testimony will directly relate to

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Executive, (ii) complying with applicable disclosure requirements, or (iii) responding truthfully to any statements made in material breach of Section 7(a) hereof.

8.                                       Attorneys’ Fees .  The Company shall reimburse Executive for the reasonable attorneys’ fees he incurred on or after September 21, 2015 in connection with the negotiation, implementation, and documentation of this Agreement and other arrangements relating to his employment with the Company, which reimbursement shall be payable in a single lump sum no later than 90 calendar days after the Separation Date, provided that Executive submits the reimbursement request to the Company in writing, with supporting documentation, no later than 60 calendar days after the Separation Date, and in no event shall the Company reimburse attorneys’ fees in excess of $10,000.

9.                                       Miscellaneous.

(a)                                  Section 409A .  The intent of the Parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“ Section 409A ”) or are exempt therefrom and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.  If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement would cause Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision in a manner that is economically neutral to the Company to attempt to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A.  The Parties hereby acknowledge and agree that (i) the payments and benefits due to Executive under Section 3 above are payable or provided on account of Executive’s “separation from service” within the meaning of Section 409A, (ii) the payments and benefits under this Agreement are intended to be treated as separate payments for purposes of Section 409A, and (iii) Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code.  Notwithstanding any provision of this Agreement to the contrary, any payment under this Agreement that is considered nonqualified deferred compensation subject to Section 409A shall be paid no earlier than (1) the date that is six months after the date of the Executive’s separation from service for any reason other than death, or (2) the date of the Executive’s death.  In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

(b)                                  Withholding .  The Company or its affiliates, as applicable, may withhold from any amounts payable or benefits provided under this Agreement such federal, state, local, foreign or other taxes as shall be required to be withheld pursuant to any applicable law or regulation.  Notwithstanding the foregoing, Executive shall be solely responsible and liable for the satisfaction of all taxes, interest and penalties that may be imposed on Executive in connection with this Agreement (including any taxes, interest and penalties under Section 409A), and neither the Company nor its affiliates shall have any obligation to indemnify or otherwise hold Executive harmless from any or all of such taxes, interest or penalties.

(c)                                   Severability .  In construing this Agreement, if any portion of this Agreement shall be found to be invalid or unenforceable, the remaining terms and provisions of this Agreement shall be given effect to the maximum extent permitted without considering the void, invalid or unenforceable provision.

(d)                                  Successors .  This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive other than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by Executive’s

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surviving spouse, heirs, and legal representatives.  This Agreement shall inure to the benefit of and be binding upon the Company and its affiliates, and their respective successors and assigns.

(e)                                   Final and Entire Agreement; Amendment .  This Agreement, together with the Release, represents the final and entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and discussions between the Parties hereto and/or their respective counsel with respect to the subject matter hereof.  Without limiting the generality of the foregoing, except as otherwise expressly provided herein, this Agreement supersedes the Severance Arrangement, the Compensation Recoupment Policy Acknowledgement and Agreement between Executive and the Company and, insofar as it relates to Executive, the related Compensation Recovery Policy, as in effect on the Separation Date and, therefore, neither Executive nor the Company will have any right against the other pursuant to any of these superseded items, except as expressly provided otherwise in this Agreement. Any amendment to this Agreement must be in writing, signed by duly authorized representatives of the Parties, and stating the intent of the Parties to amend this Agreement.

(f)                                    Representation By Counsel .  Each of the Parties acknowledges that it or he has had the opportunity to consult with legal counsel of its or his choice prior to the execution of this Agreement and the Release.  If any ambiguity or question of intent or interpretation arises, this Agreement and the Release shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(g)                                   Governing Law; Jurisdiction .  This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Texas, without regard to conflicts of law principles. The Parties agree that any conflict of law rule that might require reference to the laws of some jurisdiction other than Texas shall be disregarded. Each party (i) agrees that any action arising out of or relating to this Agreement shall be brought exclusively in the state courts located in Dallas County, Texas and the United States District Court for the Northern District of Texas (Dallas Division), (ii) accepts for itself or himself and in respect of its or his property, generally and unconditionally, the jurisdiction of those courts, and (iii) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it or he may now or hereafter have to the bringing of any action in those jurisdictions.  EACH PARTY WAIVES ITS OR HIS RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS REGARDING, OR ARISING UNDER, THE TERMS OF THIS AGREEMENT.  The Parties further agree that the prevailing party (by judgment, court order or negotiated private settlement) in any action to enforce its or his rights under this Agreement shall be entitled to recover payment from the non-prevailing party of the prevailing party’s reasonable costs, expenses and attorneys’ fees, as well as expert witness fees and expenses, incurred in connection with any such action.

(h)                                  Notices .  All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party or by registered or certified mail, return receipt requested, postage prepaid, or by overnight courier, addressed as follows:

If to Executive: at Executive’s most recent address on the records of the Company;

If to the Company:  Global Power Equipment Group Inc., 400 E. Las Colinas Boulevard, Suite No. 400, Irving, TX 75039, Attention:  General Counsel;

or to such other address as either Party shall have furnished to the other in writing in accordance herewith.  Any notice under this Agreement will be deemed to have been given: when delivered, if given by hand

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delivery; three days after having been mailed, if given by registered or certified mail; and on the date on which delivery was first attempted by the overnight courier, if sent by overnight courier.

(i)                                      Counterparts .  This Agreement may be executed in one or more counterparts (including by means of facsimile or other electronic transmission), each of which shall be deemed an original, but all of which taken together shall constitute one original instrument.

IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement as of the date first above written.

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EXHIBIT A
GENERAL RELEASE

This General Release (this “ Release ”) is made and entered into as of this     day of       , 2015, by and between Global Power Equipment Group Inc. (the “ Company ”) and Raymond K. Guba (“ Executive ”).

1.                                       Employment Status .  Executive’s employment with the Company and its affiliates terminated effective as of September 24, 2015 (the “ Separation Date ”).

2.                                       Payments and Benefits .  Upon the effectiveness of the terms set forth herein, the Company shall provide Executive with the benefits (collectively, the “ Severance Benefits ”) set forth in Section 3 of the Separation Agreement between Executive and the Company dated as of September 24, 2015 (the “ Separation Agreement ”), upon the terms, and subject to the conditions, of the Separation Agreement.  For the avoidance of doubt, Executive acknowledges that unless and until this Release becomes effective and irrevocable pursuant to its terms, he will not be entitled to receive any of the Severance Benefits.

3.                                       No Liability .  This Release does not constitute an admission by the Company or its affiliates or their respective officers, directors, partners, agents, or employees, or by Executive, of any unlawful acts or of any violation of federal, state or local laws.

4.                                       Release .  In consideration of the Severance Benefits, Executive for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively, “ Releasors ”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company, its respective affiliates and their respective predecessors, successors and assigns (the “ Company Group ”) and each of its officers, directors, partners, agents, and former and current employees, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “ Releasees ”), and each of them, from any and all claims, demands, actions, causes of action, costs, expenses, attorney fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which Executive has, had, or may ever have against the Releasees relating to or arising out of Executive’s employment or separation from employment with the Company Group, from the beginning of time and up to and including the date Executive executes this Release.  This Release includes, without limitation, (a) law or equity claims; (b) contract (express or implied) or tort claims; (c) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, wage and hour violations, intentional infliction of emotional distress, fraud, public policy contract or tort, and implied covenant of good faith and fair dealing, whether based in common law or any federal, state or local statute; (d) claims under or associated with any of the Company Group’s incentive or equity compensation plans or arrangements; (e) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation (including without limitation under the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act (“ ADEA ”), Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991 (“ Title VII ”), the Equal Pay Act of 1963, and the Americans with Disabilities Act of 1990 (“ ADA ”), the Rehabilitation Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1994 (“ USERRA ”), the Genetic Information Nondiscrimination Act of 2008 (“ GINA ”), the Fair Labor Standards Act (“ FLSA ”), the Lilly Ledbetter Fair Pay Act or any other foreign, federal, state or local law or judicial decision); (f) claims arising under the Employee Retirement Income Security Act; and (g) any other statutory or common law claims related to Executive’s employment with the Company Group or the separation of Executive’s employment with the Company Group.

Without limiting the foregoing paragraph, Executive represents that he understands that this Release specifically releases and waives any claims of age discrimination, known or unknown, that Executive may have against the Company as of the date he signs this Release.  This Release specifically includes a waiver of rights and claims under the Age Discrimination in Employment Act of 1967, as amended, and the Older Workers Benefit Protection Act.  Executive acknowledges that as of the date Executive signs this Release, Executive may have certain rights or claims under the Age Discrimination in Employment Act, 29 U.S.C. §626 and he voluntarily relinquishes any such rights or claims by signing this Release.

Notwithstanding the foregoing provisions of this Section 4, nothing herein will release the Company Group from (i) any obligation under the Separation Agreement; (ii) any obligation to provide all benefit entitlements under any Company benefit or welfare plan that were vested as of the Separation Date, including the Company’s 401(k) plan and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Executive’s rights of indemnification and directors and officers liability insurance, as applicable and as in effect as of the Separation Date; and (iv) any rights or claims that relate to events or circumstances that occur after the date that Executive executes this Release.  In addition, nothing in this Release is intended to interfere with Executive’s right to file a charge with the Equal Employment Opportunity Commission or any state or local human rights commission in connection with any claim Executive believes he may have against the Releasees.  However, by executing this Release, Executive hereby waives the right to recover any remuneration, damages, compensation or relief of any type whatsoever from the Company, its affiliates and their respective predecessors and successors in any proceeding that Executive may bring before the Equal Employment Opportunity Commission or any similar state commission or in any proceeding brought by the Equal Employment Opportunity Commission or any similar state commission on Executive’s behalf.

5.                                       Governing Law .  This Release shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Texas, without regard to conflicts of law principles. The Parties agree that any conflict of law rule that might require reference to the laws of some jurisdiction other than Texas shall be disregarded. Each party (i) agrees that any action arising out of or relating to this Release shall be brought exclusively in the state courts located in Dallas County, Texas and the United States District Court for the Northern District of Texas (Dallas Division), (ii) accepts for itself or himself and in respect of its or his property, generally and unconditionally, the jurisdiction of those courts, and (iii) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it or he may now or hereafter have to the bringing of any action in those jurisdictions.

6.                                       Acknowledgment .  Executive has read this Release, understands it, and voluntarily accepts its terms, and Executive acknowledges that he has been advised by the Company to seek the advice of legal counsel (at Executive’s cost) before entering into this Release.  Executive acknowledges that he was given a period of 21 calendar days within which to consider and execute this Release, and to the extent that he executes this Release before the expiration of the 21-day period, he does so knowingly and voluntarily and only after consulting his attorney.  Executive acknowledges and agrees that the promises made by the Company Group hereunder represent substantial value over and above that to which Executive would otherwise be entitled.  Executive acknowledges and reconfirms the promises in Sections 9, 10, 11 and 13 of Severance Arrangement between Executive and the Company effective as of November 18, 2013.

7.                                       Revocation .  Executive has a period of 7 calendar days following the execution of this Release during which Executive may revoke this Release by delivering written notice to the Company in the manner specified in Section 9(h) of the Separation Agreement, and this Release shall not become effective or enforceable until such revocation period has expired.  Executive understands that if he

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revokes this Release, it will be null and void in its entirety, and he will not be entitled to any payments or benefits provided in this Release, including without limitation any Severance Payments pursuant to Section 3 of the Separation Agreement.

8.                                       Miscellaneous .  This Release is the complete understanding between Executive and the Company Group in respect of the subject matter of this Release and supersedes all prior agreements relating to Executive’s employment with the Company Group, except as specifically excluded by this Release.  Executive has not relied upon any representations, promises or agreements of any kind except those set forth herein in signing this Release.  In the event that any provision of this Release should be held to be invalid or unenforceable each and all of the other provisions of this Release shall remain in full force and effect.  If any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law.  Executive agrees to execute such other documents and take such further actions as reasonably may be required by the Company Group to carry out the provisions of this Release.

9.                                       Counterparts .  This Release may be executed by the parties hereto in counterparts, which taken together shall be deemed one original.

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Exhibit 10.2

GLOBAL POWER EQUIPMENT GROUP INC.
EXECUTIVE SEVERANCE PLAN

(As Amended and Restated on August 19, 2015)

1.                                       Establishment; Purpose.

(a)                                  Establishment .  Global Power Equipment Group Inc. established the Global Power Equipment Group Inc. Executive Severance Plan (the “ Plan ”) on January 29, 2014. The Plan is hereby amended and restated, as set forth herein, as of August 19, 2015.

(b)                                  Purpose .  The Plan is designed to provide financial protection in the event of unexpected job loss to certain key employees of the Company and its Affiliates who are expected to make substantial contributions to the success of the Company and thereby provide for stability and continuity of management.

2.                                       Definitions.  For purposes of the Plan, the following terms have the meanings set forth below:

“ Accrued Benefits ” has the meaning given to that term in Section 4(a)(i) hereof.

“ Affiliate ” means any entity controlled by, controlling, or under common control with, the Company.

“ Annual Base Salary ” means the Participant’s annual rate of base salary in effect as of the Date of Termination, prior to any reduction that would qualify as a Good Reason termination event.

“ Board ” means the Board of Directors of the Company.

“ Cause ” means: (i) the continued failure of Participant to perform substantially Participant’s duties with the Company or any of its Affiliates or Participant’s disregard of the directives of the Board, the CEO or the Participant’s reporting senior (in each case other than any such failure resulting from any medically determined physical or mental impairment) that is not cured by Participant within 20 days after a written demand for substantial performance is delivered to Participant by the Company which specifically identifies the manner in which the Company believes that Participant has not substantially performed Participant’s duties or disregarded a directive of the Board, the CEO or the Participant’s reporting senior; (ii) willful material misrepresentation at any time by Participant to the Board, the CEO or the Participant’s reporting senior; (iii) Participant’s commission of any act of fraud, misappropriation or embezzlement against or in connection with the Company or any of its Affiliates or their respective businesses or operations; (iv) a conviction, guilty plea or plea of nolo contendere of Participant for any crime involving dishonesty or for any felony; (v) a material breach by Participant of his or her fiduciary duties of loyalty or care to the Company or any of its Affiliates or a material violation of the Company’s Code of Business Conduct and Ethics or any other Company policy, as the same may be amended from time to time; (vi) the engaging by Participant in illegal conduct, gross misconduct, gross insubordination or gross negligence that

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is materially and demonstrably injurious to the Company’s business or financial condition; or (vii) a breach by Participant of his or her obligations under Section 7 of this Plan.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Committee ” means the Compensation Committee of the Board, or its delegate.

“ Company ” means Global Power Equipment Group Inc. and any successor to its business or assets, by operation of law or otherwise.

“ Date of Termination ” means: (i) if Participant’s employment is terminated by the Company for Cause, or by Participant for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 calendar days after such notice, as the case may be; (ii) if Participant’s employment is terminated by the Company other than for Cause or Disability, or if Participant voluntarily resigns without Good Reason, the date on which the terminating party notifies the other party that such termination shall be effective; (iii) if Participant’s employment is terminated by reason of death, the date of death of Participant; or (iv) if Participant’s employment is terminated by the Company due to Disability, 30 calendar days after Notice of Termination is given (provided that the Participant shall not have returned to the full-time performance of the Participant’s duties during such 30 calendar day period).

“ Disability ” means the inability of Participant to perform the essential duties of the position held by Participant by reason of any medically determined physical or mental impairment that is reasonably expected to result in death or lasts for 120 consecutive calendar days in any one-year period, all as determined by an independent licensed physician mutually acceptable to the Company and Participant or Participant’s legal representative.

“ Eligible Employee ” means an individual who is described as such in Section 3(a) hereof.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Good Reason ” means, except as otherwise provided by the Committee in its sole discretion, a reduction by the Company of Participant’s Annual Base Salary by more than ten percent (10%) (other than an across-the-board reduction which applies in a comparable manner to similarly-situated employees of the Company).  A termination of Participant’s employment by Participant shall not be deemed to be for Good Reason unless (i) Participant gives notice to the Company of the existence of the event or condition constituting Good Reason within 30 calendar days after such event or condition initially occurs or exists, and (ii) the Company fails to cure such event or condition within 30 calendar days after receiving such notice.  Additionally, Participant must terminate his or her employment within 90 calendar days after the initial occurrence of the circumstance constituting Good Reason for such termination to be “Good Reason” hereunder.

“ Notice of Termination ” means a written notice which (i) indicates the specific termination provision in this Plan relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of

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Participant ’s employment under the provision so indicated and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 calendar days after the giving of such notice).

“ Other Benefits ” has the meaning given to that term in Section 4(a)(v) hereof.

“ Participant ” means an Eligible Employee who meets the eligibility requirements and other conditions of Section 3 hereof, until such time as the Eligible Employee’s participation ceases in accordance with Section 3(b) hereof.

“ Prior Year Annual Incentive ” has the meaning given to that term in Section 4(a)(iii) hereof.

“ Pro-Rated Annual Incentive ” has the meaning given to that term in Section 4(a)(iv) hereof.

“ Qualified Termination ” means: (i) any termination of a Participant’s employment by the Company other than for Cause, death, or Disability; or (ii) a termination of employment by a Participant for Good Reason.

“ Release ” has the meaning given to that term in Section 5 hereof.

“ Salary Continuation Period ” means the salary continuation period provided in writing to the Participant upon receiving notice of Plan participation.

“ Section 409A ” has the meaning give to that term in Section 21(a) hereof.

“ STI Plan ” means the Company’s Short-Term Incentive Plan, or any successor plan.

3.                                       Eligibility.

(a)                                  Eligible Employees .  Eligibility to participate in the Plan shall be limited to certain key employees of the Company and its Affiliates who (i) are not parties to individual employment or severance agreements that provide for severance benefits, and (ii) are designated as Eligible Employees.  The Committee shall limit the class of persons selected to participate in the Plan to a “select group of management or highly compensated employees,” within the meaning of Sections 201, 301 and 401 of ERISA.  In lieu of expressly designating Eligible Employees for Plan participation, the Committee may establish eligibility criteria (consistent with the provisions of this Section 3(a)) providing for participation of one or more Eligible Employees who satisfy such criteria.

(b)                                  Duration of Participation . An Eligible Employee shall cease to be a Participant in this Plan if: (i) the Participant ceases to be employed by the Company or an Affiliate, unless such Participant is then entitled to a severance benefit as provided in Section 4(a) or 4(c) of this Plan; or (ii) his or her status as a Participant ceases due to the Company providing such Participant with a notice, in accordance with Section 16, of the Plan notifying the Participant that he or she

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will no longer be eligible to participate in the Plan; provided, however that the Participant shall continue to participate in the Plan for a number of months equal to the Participant’s Salary Continuation Period after receipt of such notice of termination of his or her participation in the Plan. Notwithstanding anything herein to the contrary, a Participant who is entitled to a severance benefit as provided in Section 4(a) or 4(c) of this Plan shall remain a Participant in this Plan until the amounts and benefits payable under this Plan have been paid or provided to the Participant in full.  Any severance benefits to be provided to a Participant under this Plan are subject to, and conditioned upon, the Participant’s strict compliance with all of the terms and conditions of the Plan, including Sections 5, 7 and 8(b).

(c)                                   No Employment Rights .  Participation in the Plan does not alter the status of a Participant as an at-will employee, and nothing in the Plan will limit or affect in any manner the right of the Company or an Affiliate to terminate the employment or adjust the compensation of a Participant at any time and for any reason (with or without Cause).

4.                                       Severance Benefits.

(a)                                  Qualified Termination .  Subject to compliance with Sections 5 and 7 hereof, in the event that a Participant incurs a Qualified Termination, the Participant shall be entitled to the compensation and benefits set forth in this Section 4(a):

(i)                                      Accrued Benefits .  The Company shall pay, or cause to be paid, to the Participant the sum of:  (A) the Participant’s Annual Base Salary earned through the Date of Termination, to the extent not previously paid; and (B) any accrued vacation pay, to the extent not previously paid (the sum of the amounts described in clauses (A) and (B) shall be referred to as the “ Accrued Benefits ”).  The Accrued Benefits shall be paid in a single lump sum within 30 calendar days after the Date of Termination.

(ii)                                   Salary Continuation .  Subject to Section 5 hereof, the Company shall continue to pay, or cause to be paid, to the Participant his or her Annual Base Salary for the Salary Continuation Period.  Any severance payable pursuant to this Section 4(a)(ii) will be paid in accordance with the Company’s regular payroll practices in effect at the Date of Termination, commencing on the first payroll date following the date the Release becomes effective and irrevocable in accordance with its terms.  Further, if the period during which Participant’s Release must become effective and irrevocable in accordance with its terms spans two calendar years, then, to the extent required to comply with Section 409A of the Code, any payment to be made under this Section 4(a)(ii) will commence on the first payroll date that occurs in the second calendar year and after the Release has become effective and irrevocable in accordance with its terms.

(iii)                                Prior Year Annual Incentive .  Subject to Section 5 hereof, the Company shall pay to the Participant the amount of any annual incentive under the STI Plan that has been earned by the Participant for a completed fiscal year or other measuring period preceding the Date of Termination (or that would have been earned by the Participant had his or her employment continued through the date such annual incentive is paid to continuing employees), but has not yet been paid to the Participant (the “ Prior Year Annual Incentive ”), payable in a single lump sum no later than two and one half months following the end of the completed fiscal year or other measuring period.

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(iv)                               Pro-Rated Annual Incentive .  Subject to Section 5 hereof, and if and only if the Participant’s Date of Termination occurs at least three full calendar months after the beginning of the Company’s fiscal year, the Participant will be eligible to receive an annual incentive under the STI Plan for the fiscal year during which the Date of Termination occurs, determined as if the Participant had remained employed for the entire year (and any additional period of time necessary to be eligible to receive the annual incentive for the year), based on actual Company and individual performance during the entire fiscal year and without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all similar-situated employees who did not terminate employment), pro-rated based on the number of days in the Company’s fiscal year through (and including) the Date of Termination (the “ Pro-Rated Annual Incentive ”).  The Pro-Rated Annual Incentive shall be payable in a single lump sum at the same time that payments are made to other participants in the STI Plan for that fiscal year (pursuant to the terms of the STI Plan but in no event later than  two and one-half months after the fiscal year during which the Date of Termination occurs).

(v)                                  Other Benefits .  To the extent not theretofore paid or provided, the Company shall pay or provide, or cause to be paid or provided, to Participant (or his or her estate) any other amounts or benefits required to be paid or provided or which Participant is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company, including any benefits to which Participant is entitled under Part 6 of Subtitle B of Title I of ERISA (such other amounts and benefits shall be hereinafter referred to as the “ Other Benefits ”) in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on accrued and vested benefits through the Date of Termination.

(b)                                  Termination for Cause; Other than for Good Reason .  If Participant’s employment is terminated for Cause, or if Participant voluntarily terminates his or her employment without Good Reason, then the Company shall pay or provide to Participant the Accrued Benefits, payable in accordance with Section 4(a)(i) of this Plan, and the Other Benefits, and no further amounts shall be payable to Participant under this Section 4 after the Date of Termination.

(c)                                   Disability and Death .  If Participant’s employment is terminated for Disability or Participant dies, then the Company shall pay or provide to Participant (or his/her estate or legal representative) (i) the Accrued Benefits, payable in accordance with Section 4(a)(i) of this Plan, (ii) the Other Benefits, (iii) subject to Section 5 hereof, the Prior Year Annual Incentive, payable in accordance with Section 4(a)(iii) of this Plan, (iv) subject to Section 5 hereof, and if and only if Participant’s Date of Termination occurs at least three full calendar months after the beginning of the Company’s fiscal year, the Pro-Rated Annual Incentive, payable in accordance with Section 4(a)(iv) of this Plan, and (v) in the case of termination for Disability, and subject to Section 5 hereof, an amount equal to the excess, if any, of one-half of the Participant’s Annual Base Salary over the aggregate amount payable to Participant under the Company’s short-term disability insurance program, if any, which amount shall be payable over the Salary Continuation

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Period.  Any payments pursuant to Section 4(c)(v) will be paid in accordance with the Company’s regular payroll practices in effect at the Date of Termination, commencing on the first payroll date following the date the Release becomes effective and irrevocable in accordance with its terms.  Further, if the period during which Participant’s Release must become effective and irrevocable in accordance with its terms spans two calendar years, then, to the extent required to comply with Section 409A of the Code, any payment to be made under Section 4(c)(v) will commence on the first payroll date that occurs in the second calendar year and after the Release has become effective and irrevocable in accordance with its terms.

(d)                                  Notice of Termination .  Any termination by the Company for Cause, or by  Participant for Good Reason, shall be communicated by Notice of Termination to the other party in accordance with Section 16.  The failure by the Company or Participant to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Company or Participant, respectively, hereunder or preclude the Company or Participant, respectively, from asserting such fact or circumstance in enforcing the Company’s or Participant’s rights hereunder.

(e)                                   Resignation from All Positions .  Notwithstanding any other provision of this Plan, upon the termination of Participant’s employment for any reason, unless otherwise requested by the Company, Participant shall immediately resign from all positions that he or she holds or has ever held with the Company and its Affiliates.  Participant hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he or she shall be treated for all purposes as having so resigned upon termination of his or her employment, regardless of when or whether he or she executes any such documentation.

5.                                       Release . Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to make any severance payment under Sections 4(a)(ii), (iii) and (iv) or Sections 4(c)(iii), (iv) and (v) hereof unless:  (a) Participant or Participant’s legal representative first executes within 50 calendar days after the Date of Termination a release of claims agreement in the form attached hereto as Exhibit A , with such changes as the Company may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable law (the “ Release ”), (b) Participant does not revoke the Release, and (c) the Release becomes effective and irrevocable in accordance with its terms.

6.                                       No Mitigation .  In no event shall the Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan and such amounts shall not be reduced whether or not the Participant obtains other employment.

7.                                       Additional Restrictions.

(a)                                  Restrictive Covenants .  The Company’s payment obligations and the Participant’s right, if any, to severance benefits under Sections 4(a) or 4(c) hereof shall immediately cease in the event the Committee determines, in its sole discretion, that the Participant has engaged, or has threatened to engage, in any of the following activities: (i) an activity of competition, as specified in any covenant not to compete set forth in any agreement between a Participant and

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the Company or an Affiliate, including, but not limited to, any equity award agreement, during the period of restriction specified in the agreement prohibiting the Participant from engaging in such activity; (ii) an activity of solicitation, as specified in any covenant not to solicit set forth in any agreement between a Participant and the Company or an Affiliate, including, but not limited to, any equity award agreement, during the period of restriction specified in the agreement prohibiting the Participant from engaging in such activity; (iii) the disclosure or use of confidential information in violation of any covenant not to disclose set forth in any agreement between a Participant and the Company or an Affiliate, including, but not limited to, any equity award agreement, during the period of restriction specified in the agreement prohibiting the Participant from engaging in such activity; or (iv) the violation of any development and inventions, ownership of works, or similar provision set forth in any agreement between a Participant and the Company or an Affiliate, including, but not limited to, any equity award agreement.  Nothing in this Section 7(a) will be deemed to limit the Company’s remedies at law or equity for a breach by the Participant of this Section 7 that may be pursued or availed of by the Company nor to reduce any monetary damages that may be available to the Company as a result of such breach.

(b)                                  Cooperation in Investigations and Proceedings .  As a condition to the Company’s payment obligations and the Participant’s right, if any, to severance benefits under Sections 4(a) or 4(c) hereof, during employment with the Company and its Affiliates, and for a period of 5 years thereafter, the Participant shall cooperate with the Company and its Affiliates, upon the Company’s reasonable request, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters occurring, in whole or in part, during such employment with the Company and within the scope of the Participant’s duties and responsibilities to the Company during his or her employment with the Company (including, without limitation, the Participant being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may have come into the Participant’s possession during his or her employment).  The Participant shall be reimbursed for the reasonable travel expenses he or she incurs in connection with any such cooperation and/or assistance (but, for the avoidance of doubt, excluding attorneys’ fees).  Any such reimbursements shall be paid to the Participant no later than the 15th day of the month immediately following the month in which such expenses were incurred (subject to the Participant’s timely submission to the Company of proper documentation with respect thereto).

(c)                                   Compensation Recovery Policy .  By accepting any benefit under this Plan, each Participant acknowledges that he or she shall remain subject to the provisions of the Compensation Recoupment Policy Acknowledgement and Agreement and the related Compensation Recovery Policy (the “ Policy ”), as in effect on the Date of Termination (subject to any subsequent modifications the Company determines in good faith are reasonably required in order to comply with applicable laws or exchange listing requirements), which agreement and Policy shall survive and continue in full force and effect notwithstanding the termination of the Participant’s employment and shall remain applicable to payments made and to be made by the Company to the Participant under Section 4 of this Agreement.

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8.                                       Effect on Other Plans, Agreements and Benefits .

(a)                                  Relation to Other Benefits .  Unless otherwise provided herein, nothing in this Plan shall prevent or limit a Participant’s continuing or future participation in any plan, program, policy or practice provided by the Company or its Affiliates for which the Participant may qualify, nor, except as explicitly set forth in this Plan, shall anything herein limit or otherwise affect such rights as a Participant may have under any other contract or agreement with the Company or any of its Affiliates.  Without limiting the generality of the foregoing, the Participant’s resignation under this Plan with or without Good Reason shall in no way affect the Participant’s ability to terminate employment by reason of the Participant’s “retirement” under, or to be eligible to receive benefits under, any compensation and benefits plans, programs or arrangements of the Company or its Affiliates, including, without limitation, any retirement or pension plans or arrangements or substitute plans adopted by the Company, its Affiliates or their respective successors, and any termination which otherwise qualifies as Good Reason shall be treated as such even if it is also a “retirement” for purposes of any such plan.  Any economic or other benefit to a Participant under this Plan will not be taken into account in determining any benefits to which the Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and its Affiliates (except to the extent provided otherwise in any such plan with respect to Accrued Benefits).

(b)                                  Non-Duplication . Notwithstanding the foregoing provisions of Section 8(a), and except as specifically provided below, any severance benefits received by a Participant pursuant to this Plan shall be in lieu of any general severance policy or other severance plan maintained by the Company or its Affiliates (other than a stock option, restricted stock, share or unit, performance share or unit, supplemental retirement, deferred compensation or similar plan or agreement which may contain provisions operative on a termination of the Participant’s employment or may incidentally refer to accelerated vesting or accelerated payment upon a termination of employment).

9.                                       Section 280G.   In the event it shall be determined that any payment or distribution by the Company or any of its Affiliates to or for the benefit of a Participant (whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise) (the “ Total Payments ”), is or will be subject to the excise tax (the “ Excise Tax ”) imposed by Section 4999 of the Code, then the Total Payments shall be reduced to the maximum amount that could be paid to the Participant without giving rise to the Excise Tax (the “ Safe Harbor Cap ”), if the net after-tax benefit to the Participant after reducing the Participant’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) benefit to the Participant without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the payment made pursuant to Section 4(a)(ii) of this Plan, then to the payment made pursuant to Section 4(a)(iii) of this Plan, then to the payment made pursuant to Section 4(a)(iv) of this Plan, and then to any other payment that triggers such Excise Tax in the following order: (i) reduction of cash payments, (ii) cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant), (iii) cancellation of accelerated vesting of other equity awards (based on the reverse order of the date of grant), and (iv) reduction of any other payments due to the Participant (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis).  All

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mathematical determinations, and all determinations as to whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made under this paragraph, including determinations as to whether the Total Payments to Participant shall be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made at the Company’s expense by the Company’s then current independent auditors, or such other nationally recognized accounting firm selected by the Committee prior to the relevant change of control transaction.

10.                                Administration .  The Committee shall have complete discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Committee is hereby granted the authority (a) to determine whether a particular employee is a Participant, and (b) to determine if a person is entitled to benefits hereunder and, if so, the amount and duration of such benefits. The Committee may delegate, subject to such terms as the Committee shall determine, any of its authority hereunder to such person or persons from time to time as it may designate. In the event of such delegation, all references to the Committee in this Plan shall be deemed references to such delegates as it relates to those aspects of the Plan that have been delegated.  The Committee’s determination of the rights of any person hereunder shall be final and binding on all persons.

11.                                Claims for Benefits.

(a)                                  Filing a Claim . Any Participant or beneficiary who wishes to file a claim for benefits under the Plan shall file his or her claim in writing with the Committee.

(b)                                  Review of a Claim .  The Committee shall, within 90 calendar days after receipt of such written claim (unless special circumstances require an extension of time, but in no event more than 180 calendar days after such receipt), send a written notification to the Participant or beneficiary as to its disposition. If the claim is wholly or partially denied, such written notification shall (i) state the specific reason or reasons for the denial, (ii) make specific reference to pertinent Plan provisions on which the denial is based, (iii) provide a description of any additional material or information necessary for the Participant or beneficiary to perfect the claim and an explanation of why such material or information is necessary, and (iv) set forth the procedure by which the Participant or beneficiary may appeal the denial of his or her claim, including, without limitation, a statement of the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse determination on appeal.

(c)                                   Appeal of a Denied Claim .  If a Participant or beneficiary wishes to appeal the denial of his or her claim, he or she must request a review of such denial by making application in writing to the Committee within 60 calendar days after receipt of such denial. Such Participant or beneficiary (or his or her duly authorized legal representative) may, upon written request to

9

the Committee, review any documents pertinent to his or her claim, and submit in writing, issues and comments in support of his or her position. A Participant or beneficiary who fails to file an appeal within the 60-day period set forth in this Section 11(c) shall be prohibited from doing so at a later date or from bringing an action under ERISA.

(d)                                  Review of a Claim on Appeal .  Within 60 calendar days after receipt of a written appeal (unless the Committee determines that special circumstances, such as the need to hold a hearing, require an extension of time, but in no event more than 120 calendar days after such receipt), the Committee shall notify the Participant or beneficiary of the final decision. The final decision shall be in writing and shall include (i) specific reasons for the decision, written in a manner calculated to be understood by the claimant, (ii) specific references to the pertinent Plan provisions on which the decision is based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents relevant to the claim for benefits, and (iv) a statement describing the claimant’s right to bring an action under Section 502(a) of ERISA.

12.                                Participants Deemed to Accept Plan.   By accepting any payment or benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Committee, the Company or its Affiliates, in any case in accordance with the terms and conditions of the Plan.

13.                                Successors.

(a)                                  Company Successors .  This Plan shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place.

(b)                                  Participant Successors .  The rights of a Participant to receive any benefits hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his or her will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 13(b), the Company shall have no liability or obligation to pay any amount so attempted to be assigned, transferred or delegated.

14.                                Unfunded Status.  All payments pursuant to the Plan shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular property or assets of the Company as a result of participating in the Plan.

15.                                Withholding.  The Company and its Affiliates may withhold from any amounts payable under this Plan all federal, state, city or other taxes as the Company and its Affiliates are required to withhold pursuant to any law or government regulation or ruling.

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16.                                Notices.   Any notice provided for in this Plan shall be in writing and shall be either personally delivered, sent by reputable overnight carrier or mailed by first class mail, return receipt requested, to the recipient.  Notices to Participant shall be sent to the address of Participant most recently provided to the Company.  Notices to the Company should be sent to Global Power Equipment Group Inc., 400 E. Las Colinas Boulevard, Suite No. 400 Irving, TX 75039, Attention:  General Counsel.  Notice and communications shall be effective on the date of delivery if delivered by hand, on the first business day following the date of dispatch if delivered utilizing overnight courier, or three business days after having been mailed, if sent by first class mail.

17.                                Amendments; Termination.  The Committee expressly reserves the unilateral right, at any time and from time to time, without either the consent of or any prior notification to any Participant, to amend or terminate the Plan in whole or in part, including without limitation to remove individuals as Participants (subject to Section 3(b) hereof) or to modify or eliminate all or any benefits under Section 4 hereof; provided that no such action shall impair the rights of a Participant who previously has incurred a Qualified Termination, death or Disability unless such amendment, modification, removal or termination is agreed to in a writing signed by the Participant (or his or her legal representative) and the Company.  Notwithstanding the foregoing, the Company must provide all Participants with notice of its intention to terminate the Plan or amend the Plan in a manner that is materially adverse to all or any Participants, in each case in accordance with Section 16 of the Plan, for at least a number of months equal to the Participant’s Salary Continuation Period prior to such termination or material amendment.  During the applicable notice period set forth in the immediately preceding sentence, the Participants shall continue to participate in the Plan, without giving effect to any materially adverse amendment.

18.                                Governing Law.   This Plan shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Texas, without regard to conflicts of law principles.  Each party (i) agrees that any action arising out of or relating to this Plan shall be brought exclusively in the state courts located in Dallas County, Texas and the United States District Court for the Northern District of Texas (Dallas Division), (ii) accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts, and (iii) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens , which it may now or hereafter have to the bringing of any action in those jurisdictions.

19.                                Severability. Whenever possible, each provision of this Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Plan shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

20.                                Headings .  Headings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

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21.                                Section 409A.

(a)                                  In General .  Section 409A of the Code (“ Section 409A ”) imposes payment restrictions on “nonqualified deferred compensation” ( i.e., potentially including payments owed to a Participant upon termination of employment).  Failure to comply with these restrictions could result in negative tax consequences to a Participant, including immediate taxation, interest and a 20% additional income tax. It is the Company’s intent that this Plan be exempt from the application of, or otherwise comply with, the requirements of Section 409A.  Specifically, any taxable benefits or payments provided under this Plan are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A, to the maximum extent possible.  If neither of these exceptions applies, and if a Participant is a “specified employee” within the meaning of Section 409A, then notwithstanding any provision in this Plan to the contrary and to the extent required to comply with Section 409A, all amounts that would otherwise be paid or provided to such Participant during the first six months following the Date of Termination shall instead be accumulated through and paid or provided (without interest) on the first business day following the six-month anniversary of the Date of Termination.

(b)                                  Separation from Service .  A termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and the Participant is no longer providing services (at a level that would preclude the occurrence of a “separation from service” within the meaning of Section 409A) to the Company or its Affiliates as an employee or consultant, and for purposes of any such provision of this Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A.

[END OF DOCUMENT]

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EXHIBIT A
GENERAL RELEASE

This General Release (this “ Release ”) is made and entered into as of this [ · ] day of [ · ], 20[ · ], by and between Global Power Equipment Group Inc. (the “ Company ”) and [ · ] (“ Executive ”).

1.                                       Employment Status . Executive’s employment with the Company and its affiliates terminated effective as of [ · ], 20[ · ] (the “ Separation Date ”).

2.                                       Payments and Benefits .  Upon the effectiveness of the terms set forth herein, the Company shall provide Executive with the benefits set forth in Sections 4(a) or 4(c) of the Global Power Equipment Group Inc. Executive Severance Plan (the “ Plan ”), upon the terms, and subject to the conditions, of the Plan.  Executive agrees that Executive is not entitled to receive any additional payments as wages, vacation or bonuses except as otherwise provided under Sections 4(a) or 4(c) of the Plan.

3.                                       No Liability . This Release does not constitute an admission by the Company or its affiliates or predecessors, or their respective officers, directors, partners, agents, or employees, or by Executive, of any unlawful acts or of any violation of federal, state or local laws.

4.                                       Release .  In consideration of the payments and benefits set forth in Section 2 of this Release, Executive for himself/herself, his or her heirs, administrators, representatives, executors, successors and assigns (collectively, “ Releasors ”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company, its respective affiliates and their respective predecessors, successors and assigns (the “ Company Group ”) and each of its officers, directors, partners, agents, and former and current employees, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “ Releasees ”), and each of them, from any and all claims, demands, actions, causes of action, costs, expenses, attorney fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which Executive has, had, or may ever have against the Releasees relating to or arising out of Executive’s employment or separation from employment with the Company Group, from the beginning of time and up to and including the date Executive executes this Release. This Release includes, without limitation, (a) law or equity claims; (b) contract (express or implied) or tort claims; (c) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, wage and hour violations, intentional infliction of emotional distress, fraud, public policy contract or tort, and implied covenant of good faith and fair dealing, whether based in common law or any federal, state or local statute; (d) claims under or associated with any of the Company Group’s incentive or equity compensation plans or arrangements; (e) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation (including without limitation under the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act (“ ADEA ”), Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991 (“ Title VII ”), the Equal Pay Act of

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1963, and the Americans with Disabilities Act of 1990 (“ ADA ”), the Rehabilitation Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1994 (“ USERRA ”), the Lilly Ledbetter Fair Pay Act or any other foreign, federal, state or local law or judicial decision); (f) claims arising under the Employee Retirement Income Security Act; and (g) any other statutory or common law claims related to Executive’s employment with the Company Group or the separation of Executive’s employment with the Company Group.

Without limiting the foregoing paragraph, Executive represents that Executive understands that this Release specifically releases and waives any claims of age discrimination, known or unknown, that Executive may have against the Company as of the date Executive signs this Release.  This Release specifically includes a waiver of rights and claims under the Age Discrimination in Employment Act of 1967, as amended , and the Older Workers Benefit Protection Act.  Executive acknowledges that as of the date Executive signs this Release, Executive may have certain rights or claims under the Age Discrimination in Employment Act, 29 U.S.C. §626 and Executive voluntarily relinquishes any such rights or claims by signing this Release.

Notwithstanding the foregoing provisions of this Section 4, nothing herein will release the Company Group from (i) any obligation under the Plan; (ii) any obligation to provide all benefit entitlements under any Company benefit or welfare plan that were vested as of the Separation Date, including the Company’s 401(k) plan and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Executive’s rights of indemnification and directors and officers liability insurance, as applicable and as in effect as of the Separation Date;  and (iv) any rights or claims that relate to events or circumstances that occur after the date that Executive executes this Release.  In addition, nothing in this Release is intended to interfere with Executive’s right to file a charge with the Equal Employment Opportunity Commission or any state or local human rights commission in connection with any claim Executive believes he or she may have against the Releasees.  However, by executing this Release, Executive hereby waives the right to recover any remuneration, damages, compensation or relief of any type whatsoever from the Company, its affiliates and their respective predecessors and successors in any proceeding that Executive may bring before the Equal Employment Opportunity Commission or any similar state commission or in any proceeding brought by the Equal Employment Opportunity Commission or any similar state commission on Executive’s behalf.

5.                                       Representations.  Executive acknowledges and represents that, as an employee of the Company and its affiliates, he or she has been obligated to, and has been given the full and unfettered opportunity to, report timely to the Company any conduct that would give rise to an allegation that the Company or any affiliate has violated any laws applicable to its businesses or has engaged in conduct which could otherwise be construed as inappropriate or unethical in any way, even if such conduct is not, or does not appear to be, a violation of any law.   Executive acknowledges that a condition of the payment of the benefits under Section 2 of this Release is his or her truthful and complete representation to the Company regarding any such conduct, including but not limited to conduct regarding compliance with the Company’s Code of Business Conduct and Ethics, policies and procedures, and with all laws and standards governing the Company’s business.  Executive’s truthful and complete representation, based on his or her

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thorough search of his or her knowledge and memory, is as follows: Executive has not been directly or indirectly involved in any such conduct; no one has asked or directed him/her to participate in any such conduct; and Executive has no specific knowledge of any conduct by any other person(s) that would give rise to an allegation that the Company or any affiliate has violated any laws applicable to its businesses or has engaged in conduct which could otherwise be construed as inappropriate or unethical in any way.

6.                                       Return of Property.   Executive warrants and represents that Executive has surrendered to the Company all documents, materials, and other property of the Company and/or its clients and has not photocopied or reproduced such documents.  Executive further warrants and represents that Executive has returned to the Company any and all Company computer equipment and software, and any and all other equipment of the Company in Executive’s possession in good working order and reasonable condition, including any keys.

7.                                       Representation of No Pending Action and Agreement Not to Sue.  Executive further agrees never to sue any Releasees or cause any Releasees to be sued regarding any matter within the scope of the above release.  If Executive violates this Release by suing any Releasees or causing any Releasees to be sued, Executive shall continue to be bound by the release obligations of this Release and shall pay all costs and expenses of defending against the suit incurred by the Releasees, including reasonable attorneys’ fees, unless paying such costs and expenses is prohibited by law.

8.                                       Right to Engage in Protected Activity.  Nothing in this Release is intended to, or shall, interfere with Executive’s rights under federal, state, or local civil rights or employment discrimination laws (including, but not limited to, Title VII, the ADA, the ADEA, USERRA, or their state or local counterparts) to file or otherwise institute a charge of discrimination, to participate in a proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, or to cooperate with any such agency in its investigation, none of which shall constitute a breach of the non-disparagement or confidentiality clauses of the Employment Agreement.  Similarly, nothing in this Release prohibits the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation.  Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive is not required to notify the Company that the Executive has made such reports or disclosures.  Executive shall not, however, be entitled to any relief, recovery, or monies in connection with any such complaint, charge, or proceeding brought against any Releasee, regardless of who filed or initiated any such complaint, charge, or proceeding.

9.                                       Governing Law .  This Release shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Texas, without regard to conflicts of law principles.  The Parties agree that any conflict of law rule that might require reference to the laws of some jurisdiction other than Texas shall be disregarded.  Each Party (i) agrees that any action arising out of or relating to this Release shall be brought exclusively in the state courts located in Dallas County, Texas and the United States District Court for the Northern

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District of Texas (Dallas Division), (ii) accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts, and (iii) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens , which it may now or hereafter have to the bringing of any action in those jurisdictions.

10.                                Acknowledgment . Executive has read this Release, understands it, and voluntarily accepts its terms, and Executive acknowledges that he or she has been advised by the Company to seek the advice of legal counsel (at Executive’s cost) before entering into this Release. Executive acknowledges that he or she was given a period of at least [21] [45] calendar days within which to consider and execute this Release, and to the extent that he or she executes this Release before the expiration of the [21] [45]-day period, he or she does so knowingly and voluntarily and only after consulting his or her attorney. Executive acknowledges and agrees that the promises made by the Company Group hereunder represent substantial value over and above that to which Executive would otherwise be entitled.  Executive acknowledges and reconfirms the promises referred to in Section 7 of the Plan.

11.                                Revocation .  Executive has a period of 7 calendar days following the execution of this Release during which Executive may revoke this Release by delivering written notice to the Company pursuant to Section 16 of the Plan by hand or overnight courier before 5:00 p.m. on the seventh day after signing this Release.  This Release will not become effective or enforceable until such revocation period has expired. Executive understands that if he or she revokes this Plan, it will be null and void in its entirety, and he or she will not be entitled to any payments or benefits provided in this Release, including without limitation under Section 2 of this Release.

12.                                Miscellaneous . This Release is the complete understanding between Executive and the Company Group in respect of the subject matter of this Release and supersedes all prior agreements relating to Executive’s employment with the Company Group, except as specifically excluded by this Release. Executive has not relied upon any representations, promises or agreements of any kind except those set forth herein in signing this Release. In the event that any provision of this Release should be held to be invalid or unenforceable, each and all of the other provisions of this Release shall remain in full force and effect. If any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law. Executive agrees to execute such other documents and take such further actions as reasonably may be required by the Company Group to carry out the provisions of this Release.

13.                                Counterparts . This Release may be executed by the parties hereto in counterparts, which taken together shall be deemed one original.

[Signatures on the following page]

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Exhibit 10.3

September 17, 2015

Craig Holmes

Dear Craig:

On behalf of Global Power Equipment Group Inc. (the “ Company ”), I am pleased to provide this offer of employment on the terms, and subject to the conditions, set forth below:

Start Date:                                                                                                                                      We are anticipating a start date of September 24, 2015, however may elect to defer until September 28, 2015. We will notify you of any change before September 24, 2015

Position:                                                                                                                                                  SVP, Finance; provided that we expect you will be appointed Chief Financial Officer of the Company, subject to Board approval, after the Company files its amended Form 10-K for the 2014 fiscal year.

Reporting Relationship:                                                                 President and Chief Executive Officer of the Company

Location:                                                                                                                                            Irving, TX

Annual Base Salary:                                                                                 $395,000

Short-Term Incentive:                                                                         You shall be eligible to participate in the Company’s short-term incentive (“ STI ”) program starting with the 2015 fiscal year.  Your “target” STI opportunity shall be 65% of your Annual Base Salary, with a maximum of 130% of your Annual Base Salary.  Your payment under the STI program shall be based on the extent to which certain predetermined performance objectives established by the Company have been achieved for that year.  We anticipate that the performance objectives will include a mix of Company-wide or division-wide financial goals and individual goals.  You must be actively employed by the Company at the time of the payout to be eligible for a STI payment for any fiscal year. The STI opportunity earned for 2015 fiscal year, if any, shall be pro-rated from the Start Date.

Long-Term Incentive:                                                                          We will recommend that the Compensation Committee approve a 2015 long-term incentive (“ LTI ”) award of 80,000 Restricted Stock Units (“ RSUs ”), allocated as follows: (1) 1/2 to time-based RSUs, which vest in three equal annual installments, and (2) 1/2 to performance-based RSUs which pay out (between 0% to 250% of target) based on the Company’s achievement of certain levels of cash return on cash invested (“ CROCI ”) for each fiscal year during the three-year period commencing January 1, 2015 and ending December 31, 2017.  The CROCI performance goal for the 2015 fiscal year shall be deemed satisfied at the “target” level of performance. The Company shall offer a net share issuance alternative to cover required tax withholding.  Future LTI grants, if any, will be subject to the discretion of the Compensation Committee..

Vacation:                                                                                                                                           You will be eligible to begin accruing 4 weeks of vacation per year.

Severance:                                                                                                                                     You will be eligible for participation in the Executive Severance Plan.  A copy of this plan is attached.  Your “salary continuation period” under the Executive Severance Plan shall be 6 months; provided that it shall increase to 12 months if you have completed at least 6 months of service and received a satisfactory performance review from the CEO at the end of such 6-month period.

Notwithstanding anything contained in the Executive Severance Plan to the contrary, the term “Good Reason” shall mean the occurrence of any of the following without your consent: (i) a material reduction by the Company of your title, duties, responsibilities or reporting relationship; (ii) a material reduction by the Company of your Annual Base Salary (other than in connection with an across-the-board salary reduction which applies in a comparable manner to other senior executives of the Company) or your “target” STI opportunity; or (iii) any other material breach of this offer letter by the Company.  Your employment shall not be deemed to be for Good Reason unless (x) you give written notice to the Chief Executive Officer of the Company of the existence of the event or condition constituting Good Reason within 30 calendar days after such event or condition initially occurs or exists, and (y) the Company fails to cure such event or condition within 30 calendar days after receipt of such notice.  Additionally,

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you must terminate your employment within 120 calendar days after the initial occurrence of the circumstance constituting Good Reason for such termination to be “Good Reason” hereunder.

In the event that you provide services to the Company as required under Section 7(b) of the Executive Severance Plan following your termination of employment, then in addition to the reimbursement of expenses as provided therein, the Company shall pay to you hourly compensation for your services equal to the Annual Base Salary immediately prior to the date of termination divided by 1,800 hours.

Non-Disparagement:                                                                                You agree not to disparage the Company or any of its affiliates or their respective directors, officers, employees, or agents (both individually and in their official capacities with the Company) or any of their  goods, services, employees, customers, business relationships, reputations or financial conditions.  The Company agrees that, following the termination of your employment, it will instruct its executive officers and members of the Board of Directors not to disparage you or your business relationships or reputation. For this purpose, to “disparage” means to make statements, whether oral or written, whether direct or indirect, whether true or false and whether acting alone or through any other person, that cast the subject of the statement in a critical or unfavorable light or that otherwise cause damage to, or intend to embarrass, the subject of the statement. Nothing in the foregoing will preclude either party from providing truthful disclosures as required by applicable law or legal process.

Indemnification:                                                                                                     The Company shall indemnify you to the full extent provided in the Company’s corporate charter, bylaws or any other indemnification policy or procedure as in effect from time to time and applicable to its directors or other officers and to the maximum extent that the Company indemnifies any of its directors or other officers in substantially similar circumstances, and you will be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, subject to the terms and conditions of the relevant policies of insurance.  In the event that you are named a party in any litigation or similar proceeding in connection with your service as an officer or director of the

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Company within five (5) years of the date of this letter, the Company will engage counsel to represent your interests in such litigation or other proceeding and, if the circumstances in (x) or (y) below apply, you shall be permitted to engage your own counsel, for which reasonable fees shall be reimbursed by the Company.  The rights conferred by the immediately preceding sentence shall supplement and not limit your rights under the first sentence of this paragraph.  The circumstances in which you will be permitted to engage your own counsel to represent your interests are as follows:  (x) where it would, in the reasonable opinion of Company appointed counsel, create an actual or potential conflict of interest for such counsel to represent both you and the Company or any other executive or former executive of the Company, as the case may be, being represented by such counsel (the “ Other Parties ”), or (y) upon the written advice of counsel, you shall have reasonably concluded that there are legal defenses available to you that are different from or additional to those available to the Other Parties being represented by such counsel and such counsel cannot adequately represent you in the circumstances; provided, that the Company shall not, without the Company’s written approval, be responsible for the fees and expenses of more than one firm of separate counsel in connection with any proceeding in the same jurisdiction.  Furthermore, the Company shall not be liable for any settlement or action effected without its prior written consent.  In connection with the advancement of any fees to pay for your legal representation, the Company may request a customary form of undertaking.

Benefits:                                                                                                                                                As a full-time employee, you shall be eligible to participate in all welfare, perquisites, fringe benefit, insurance, retirement and other benefit plans, practices, policies and programs, maintained by the Company and its affiliates applicable to senior executives of the Company generally, in each case as amended from time to time. In this regard, the Company has contracted with BlueCross BlueShield of OK for medical/dental, Eyemed for vision and Lincoln Life for guaranteed group and employee voluntary life coverage as well as Short Term and Long Term Disability, Conexis for our Health and Dependent Care flexible account administration, and Bank of Oklahoma for our 401(k) plan.

Your employment with the Company is contingent on receipt of a favorable background check, which includes a criminal check and confirmation of references.

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As a condition of your employment and continued employment at the Company, you are and will be required at all times to comply with the Company’s policies and rules, including, but not limited to the policies and rules regarding trade secrets, intellectual property, confidential information, the non-solicitation of employees, non-competition restrictions, the Company’s Code of Business Conduct and Ethics, and the Company’s compensation recovery policy, as applicable.  In this regard, this offer of employment is contingent upon you signing a confidentiality, non-compete, and non-solicit agreement in a form to be provided by the Company.  In addition, your future employment is contingent upon you signing a compensation recovery policy acknowledgement agreement, in a form to be provided by the Company, if and when the Company determines that you are subject to that policy.

You have represented to us that you do not have a non-compete or a non-solicitation agreement (customers, employees or both) with a current or former employer that would prevent you from accepting this offer or performing your duties hereunder.  The Company is relying on that representation in making this offer of employment to you.  In the event that this representation is untrue, or in the event that you have mistakenly advised the Company regarding your obligations to your prior employer, the Company reserves the right to revoke or rescind this offer, and to terminate your employment if you have already become employed at the Company, without penalty.  As a condition of your employment at the Company, you are required, at all times, to not use or disclose the confidential and/or proprietary information of your prior employer.

The Company is excited about you joining us and looks forward to a beneficial and productive relationship.  Nevertheless, please note that this offer letter is not a contract of employment for any specific or minimum term and that the employment the Company offers you is terminable at will.  This means that our employment relationship is voluntary and based on mutual consent.  You may resign your employment and the Company likewise may terminate your employment, at any time, for any reason, with or without cause or notice.  Any prior oral or written representations to the contrary are void.

Once again, I am pleased to extend this offer of employment.  Should you have any questions regarding your employment with the Company, please do not hesitate to contact me.

Best,

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By signing below, I accept the employment offer as set forth above and represent and warrant to the Company as follows:

·                   I am not a party to any non-compete or a non-solicitation agreement (customers, employees or both) with a current or former employer and I understand and acknowledge that the Company is relying on that representation in making this offer of employment to me.

·                   I have disclosed to the Company in writing all material threatened, pending, or actual claims against me that are unresolved and still outstanding as of the Start Date, in each case of which I am aware, resulting or arising from my service with my current employer (or any other previous employer) or my membership on any boards of directors.

·                   I understand and acknowledge that this offer is for a full-time regular position and that no other outside employment will pose a conflict or interfere with my ability to fulfill the job responsibilities as required.

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Exhibit 10.4

GLOBAL POWER EQUIPMENT GROUP INC.
INDUCEMENT RESTRICTED SHARE UNIT AGREEMENT

Notice of Restricted Share Unit Award

As an inducement material to the decision by the grantee listed below (the “ Grantee ”) to accept employment with Global Power Equipment Group Inc. (the “ Company ”), and pursuant to that certain offer letter entered into by and between the Grantee and the Company, dated as of September 17, 2015, the Company grants to the Grantee, in accordance with the terms of this Restricted Share Unit Agreement (the “ Agreement ”), the number of Time-Based RSUs set forth below (which represent one-half of the total units granted) and the Target Number of Performance-Based RSUs set forth below (which represent one-half of the total units granted)  (collectively, the “ Restricted Share Units ”), as of the Date of Grant set forth below.  This grant of Restricted Share Units is made and granted as a stand-alone award and is not granted under or pursuant to the Global Power Equipment Group Inc. 2015 Equity Incentive Plan (the “ Plan ”).

Name of Grantee:                                                                                                                                                                                                                                               Craig Holmes

Date of Grant:                                                                                                                                                                                                                                                                  September 24, 2015

Number of Time-Based RSUs:                                                                                                                                                                            40,000

Target Number of Performance-Based RSUs:                                                                                            40,000

Vesting Schedule:

Vesting Dates for Time-Based RSUs:                                                                                          March 31, 2016, March 31, 2017 and March 31, 2018

Vesting Date for Performance-Based RSUs:                                                     March 31, 2018

Performance Period:                                                                                                                                                                                                                                  January 1, 2015 through December 31, 2017

Performance-Based Vesting Targets:                                                                                                                                           Achievement of the performance objectives established by the Committee for each fiscal year during the Performance Period, as set forth in Attachment A.  The Performance-Based Vesting Target for the 2015 fiscal year shall be deemed satisfied at the “target” level of performance.

Terms of Agreement

1.              In General .

(a)           Non-Plan Grant; Incorporation of Certain Terms of Plan . The Restricted Share Units are granted as a stand-alone award, separate and apart from, and outside of, the Plan, and shall not

constitute an award granted under or pursuant to the Plan.  However, capitalized terms used but not defined in the Agreement shall have the meanings given to those terms in the Plan.

(b)           Employment Inducement Grant .  The grant of Restricted Share Units is intended to constitute an “employment inducement award” under Rule 303A.08 of the New York Stock Exchange Listed Company Manual, and consequently is intended to be exempt from the New York Stock Exchange rules regarding stockholder approval of equity compensation plans. This Agreement and the terms and conditions of the Restricted Share Units shall be interpreted in accordance and consistent with such exemption.

2.              Grant of Restricted Share Units . Subject to and upon the terms, conditions, and restrictions set forth in this Agreement, the Company hereby grants to the Grantee as of the Date of Grant, the Restricted Share Units set forth above. Each Restricted Share Unit shall represent the contingent right to receive one Share and shall at all times be equal in value to one Share. The Restricted Share Units shall be credited in a book entry account established for the Grantee until payment in accordance with Section 3 hereof.

3.              Vesting and Payment of Restricted Share Units .

(a)           In General .  Subject to the Grantee’s compliance with the terms of the Confidentiality, Non-Solicitation and Non-Competition Agreement between Grantee and the Company (the “ Restrictive Covenants Agreement ”) or of any separately executed covenant not to compete with the Company, as applicable:

(i)            Time-Based RSUs .  The number of Time-Based RSUs set forth above shall vest in three installments (each consisting of one-third of the Time-Based RSUs) on each of the applicable Vesting Dates set forth above in the Vesting Schedule, provided that the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through the applicable Vesting Date.  The Company shall deliver to the Grantee the Shares underlying the vested Time-Based RSUs within ten (10) days following each applicable Vesting Date.

(ii)           Performance-Based RSUs .  All, a portion, or a multiple of the Target Number of Performance-Based RSUs set forth above shall vest on the applicable Vesting Date as set forth above in the Vesting Schedule, provided that the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through the applicable Vesting Date, and based on the extent to which the Company achieves the Performance-Based Vesting Targets listed on Attachment A for each fiscal year during the Performance Period. Not later than March 15 following the end of each fiscal year during the Performance Period, the Committee shall certify in writing the extent to which the Company has achieved the Performance-Based Vesting Target for such fiscal year and the number of Performance-Based RSUs, if any, earned by the Grantee for that fiscal year. The Company shall deliver to the Grantee the Shares underlying the earned Performance-Based RSUs within ten (10) days following the applicable Vesting Date.

(iii)          Continuous Employment .  For purposes of this Section 3, the continuous employment of the Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries, by reason of the transfer of his employment among the Company and its Subsidiaries.

(b)           Involuntary Termination or Termination for Good Reason .  If, prior to a Vesting Date, the Grantee’s employment with the Company or a Subsidiary is terminated (x) by the Company or a Subsidiary without Cause or by reason of the Grantee’s Disability (as defined in the long-term disability

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plan of the Company or a Subsidiary applicable to the Grantee), (y) by the Grantee for Good Reason, or (z) as a result of the Grantee’s death, then, except as otherwise provided in Section 13:

(i)            The Grantee shall become vested in a number of Time-Based RSUs equal to: (A) the number of Time-Based RSUs that would have become vested had the Grantee remained employed with the Company or a Subsidiary through March 31 of the calendar year immediately following the calendar year in which the Grantee’s employment terminated, multiplied by (B) the Pro-Ration Factor (as defined in Section 3(b)(iii)).  In addition (but not in duplication of the foregoing), if the Grantee’s termination of employment occurs between January 1 and March 30 of a calendar year, the Grantee shall become vested in the unvested Time-Based RSUs, if any, that would have become vested had the Grantee remained employed with the Company or a Subsidiary through March 31 of that calendar year.  The Company shall deliver to the Grantee (or the Grantee’s estate in the event of death) the Shares underlying the vested Time-Based RSUs within thirty (30) days following the date of the Grantee’s termination of employment.

(ii)           The Grantee shall become vested in a number of Performance-Based RSUs equal to: (A) the number of Performance-Based RSUs that would have become vested had the Grantee remained employed with the Company or a Subsidiary through the end of the Performance Period, based on the extent to which the Company achieves the Performance-Based Vesting Targets for each fiscal year during the Performance Period, multiplied by (B) the Pro-Ration Factor. The Company shall deliver to the Grantee (or the Grantee’s estate in the event of death) the Shares underlying the vested Performance-Based RSUs, if any, by March 15 following the end of the Performance Period.

(iii)          For purposes of this Section 3(b), “ Pro-Ration Factor ” means (A) with respect to Time-Based RSUs, a fraction, the numerator of which is the number of days of continuous employment completed by the Grantee during the calendar year in which the Grantee’s employment terminates, and the denominator of which is 365; and (B) with respect to Performance-Based RSUs, a fraction, the numerator of which is the number of days of continuous employment completed by the Grantee during the Performance Period, and the denominator of which is 1096.

4.              Forfeiture of Restricted Share Units .

(a)           Forfeiture of Unvested Award .  The Restricted Share Units that have not yet vested pursuant to Section 3 (and any right to unpaid Dividend Equivalents under Section 7 with respect to the Restricted Share Units), shall be forfeited automatically without further action or notice if (i) the Grantee ceases to be employed by the Company or a Subsidiary prior to a Vesting Date, except as otherwise provided in Sections 3(b) or 22(b), (ii) with respect to Performance-Based RSUs allocated to a fiscal year during the Performance Period, the Company fails to achieve the Threshold Level for the Performance-Based Vesting Targets for that fiscal year in accordance with Attachment A, or (iii) the Grantee breaches the Restrictive Covenants Agreement or of any separately executed covenant not to compete with the Company, as applicable.

(b)           Detrimental Activity .  If the Committee determines the Grantee has engaged in any Detrimental Activity, either during service with the Company or a Subsidiary or after termination of such service, then, promptly upon receiving notice of the Committee’s determination, the Grantee shall: (i)  forfeit any outstanding Restricted Share Units under this Agreement, (ii) with respect to any Shares acquired under this Agreement that were not disposed of, return to the Company or the Subsidiary all Shares that the Grantee acquired under this Agreement during a period of two (2) years prior to the date of the Grantee’s initial commencement of the Detrimental Activity, in exchange for payment by the Company or the Subsidiary of any amount actually paid therefor by the Grantee, and (iii) with respect to any Shares acquired pursuant to this Agreement that were disposed of, pay to the Company or the

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Subsidiary, in cash, the excess, if any, of: (A) the Fair Market Value (as of the date acquired) of the Shares that the Grantee acquired under this Agreement during a period of two (2) years prior to the date of the Grantee’s initial commencement of the Detrimental Activity, over (B) any amount actually paid by the Grantee for the Shares. This Section 4(b) shall survive and continue in full force in accordance with its terms notwithstanding any termination of the Grantee’s employment or the payment of the Restricted Share Units as provided herein.

(c)           Compensation Recovery Policy .  The Restricted Share Units shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recovery policy adopted by the Company, including any such policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the SEC rule or applicable securities exchange.

5.              Transferability .  The Restricted Share Units may not be transferred, assigned, pledged or hypothecated in any manner, or be subject to execution, attachment or similar process, by operation of law or otherwise. Any purported transfer or encumbrance in violation of the provisions of this Section 5 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Share Units.

6.              Dividend, Voting and Other Rights .  The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Shares underlying the Restricted Share Units until such Shares have been delivered to the Grantee in accordance with Section 3 hereof. The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

7.              Payment of Dividend Equivalents .  Upon payment of a vested Restricted Share Unit, the Grantee shall be entitled to a cash payment (without interest) equal to the aggregate cash dividends declared and payable with respect to one (1) Share for each record date that occurs during the period beginning on the Date of Grant and ending on the date the vested Restricted Share Unit is paid (the “ Dividend Equivalent ”).  The Dividend Equivalents shall be forfeited to the extent that the underlying Restricted Share Unit is forfeited and shall be paid to the Grantee, if at all, at the same time that the related vested Restricted Share Unit is paid to the Grantee in accordance with Section 3.

8.              No Employment Contract .  Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company and its Subsidiaries to terminate the employment or adjust the compensation of the Grantee, in each case with or without Cause.

9.              Relation to Other Benefits .  Any economic or other benefit to the Grantee under this Agreement shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

10.           Taxes and Withholding .  The Grantee is responsible for any federal, state, local or other taxes with respect to the Restricted Share Units and the Dividend Equivalents.  The Company does not guarantee any particular tax treatment or results in connection with the grant or vesting of the Restricted Share Units, the delivery of Shares or the payment of Dividend Equivalents.  To the extent the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection

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with the delivery of Shares under this Agreement, then, except as otherwise provided below, the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value of the Shares on the date of delivery); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. Notwithstanding the preceding sentence, the Grantee may elect, on a form provided by the Company and subject to any terms and conditions imposed by the Company, to pay or provide for payment of the required tax withholding.  If the Company or any Subsidiary is required to withhold any federal, state, local or other taxes at any time other than upon delivery of the Shares under this Agreement, then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to (a) require the Grantee to pay or provide for payment of the required tax withholding, or (b) deduct the required tax withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to the Grantee (other than deferred compensation subject to Section 409A of the Code).   If the Company or any Subsidiary is required to withhold any federal, state, local or other taxes with respect to Dividend Equivalents, then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to reduce the cash payment related to the Dividend Equivalent by the applicable tax withholding.

11.           Adjustments .  In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation), such as a stock dividend, stock split, reverse stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable adjustment in the number and kind of Shares subject to this Agreement to prevent dilution or enlargement of the rights of the Grantee. In the event of any other change in corporate capitalization, or in the event of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole discretion, cause there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights.

12.           Compliance with Law .  The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Restricted Share Units; provided that, notwithstanding any other provision of this Agreement, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.

13.           Section 409A of the Code .  It is intended that the Restricted Share Units and any Dividend Equivalents provided pursuant to this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code, and this Agreement shall be interpreted, administered and governed in accordance with such intent.  To the extent necessary to give effect to such intent, the Grantee’s termination of employment shall mean, for purposes of this Agreement, the Grantee’s “separation from service” within the meaning of Section 409A of the Code.  In particular, it is intended that the Restricted Share Units and any Dividend Equivalents shall be exempt from Section 409A of the Code, to the maximum extent possible, pursuant to the “short-term deferral” exception thereto.  However, to the extent that the Restricted Share Units or any Dividend Equivalents constitute a deferral of compensation subject to the requirements of Section 409A of the Code (for example, because the Grantee’s governing employment agreement defines “Good Reason” in a manner such that the Grantee’s termination of employment for Good Reason would not be treated as an involuntary separation from service for purposes of Section 409A of the Code), then the following rules shall apply, notwithstanding any other provision of this Agreement to the contrary:

(a)           The Company will deliver the Shares underlying any Restricted Share Units that become vested in accordance with Sections 3(b) or 22 of this Agreement and pay any Dividend

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Equivalents with respect to those vested Restricted Share Units within thirty (30) days after the first to occur of (i) the applicable Vesting Date for the Restricted Share Units; (ii) the occurrence of a Change of Control that is also a “change in the ownership,” a “change in the effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code; or (iii) the Grantee’s “separation from service” within the meaning of Section 409A of the Code; and

(b)           If the Restricted Share Units (and any related Dividend Equivalents) become payable as a result of the Grantee’s separation from service (other than as a result of the Grantee’s death) and the Grantee is a “specified employee” at that time within the meaning of Section 409A of the Code (as determined pursuant to the Company’s policy for identifying specified employees), the Company will deliver the Shares underlying the vested Restricted Share Units and pay any related Dividend Equivalents to the Grantee on the first business day that is at least six months after the date of the Grantee’s separation from service (or upon the Grantee’s death if the Grantee dies before the end of that six-month period).

14.           Amendments . The Committee may amend this Agreement upon written notice to the Grantee.  Notwithstanding the foregoing, no amendment of this Agreement shall adversely affect in a material way the rights of the Grantee under this Agreement without the Grantee’s consent unless the Committee determines, in good faith, that such amendment is required for the Agreement to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code or other Applicable Laws.

15.           Severability .  In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

16.           Administration.  This Agreement shall be administered by the Committee.  The Committee shall have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the Agreement.  All determinations and decisions made by the Committee pursuant to the provisions of this Agreement and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons, including the Grantee, his estate and beneficiaries.  By accepting any benefit under this Agreement, the Grantee and each person claiming under or through him shall be conclusively deemed to have indicated his or their acceptance and ratification of, and consent to, all of the terms and conditions of this Agreement and any action taken under the Agreement by the Committee or the Company, in any case in accordance with the terms and conditions of the Agreement.

17.           Successors and Assigns .  Without limiting Section 5, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

18.           Governing Law .  The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.

19.           Use of Grantee’s Information .  Information about the Grantee may be collected, recorded and held, used and disclosed for any purpose related to the administration of this Agreement. The Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third-party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the

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processing of information relating to the Grantee and the Grantee’s receipt of the Restricted Share Units in any one or more of the ways referred to above.

20.           Electronic Delivery .  The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered by the Company. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the VP of Human Resources of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to this Agreement.

21.           No Fractional Shares.  Fractional Shares or units will be subject to rounding conventions adopted by the Company from time to time; provided that in no event will the total shares issued exceed the total units granted under this award.

22.           Change in Control.

(a)    Committee Discretion .    The Committee may, in its sole discretion and without the consent of the Grantee, determine whether and to what extent outstanding Restricted Share Units under this Agreement shall be assumed, converted or replaced by the resulting entity in connection with a Change in Control (or, if the Company is the resulting entity, whether such award shall be continued by the Company), in each case subject to equitable adjustments in accordance with Section 11 of this Agreement.

(b)    Award is Assumed .    To the extent the Restricted Share Units under this Agreement are assumed, converted or replaced by the resulting entity in the event of a Change in Control (or, if the Company is the resulting entity, to the extent such award is continued by the Company) as provided in Section 22(a), then: (i) any outstanding Performance-Based RSUs shall be converted by the resulting entity, as if “target” performance had been achieved as of the date of the Change in Control, and shall continue to vest during the remaining Vesting Schedule, and (ii) any outstanding Time-Based RSUs shall continue to vest during the remaining Vesting Schedule. Notwithstanding the preceding sentence, if the Grantee incurs a Qualified Termination, then upon such termination all outstanding Restricted Share Units shall vest in full.

(c)    Award is not Assumed .   To the extent outstanding Restricted Share Units under this Agreement are not assumed, converted or replaced by the resulting entity in connection with a Change in Control (or, if the Company is the resulting entity, to the extent such award is not continued by the Company) in accordance with Section 22(a), then effective immediately prior to the Change in Control, all outstanding Restricted Share Units shall vest in full, with any specified Performance-Based Vesting Targets deemed to be satisfied at the “target” level.

(d)    Cancellation Right .    The Committee may, in its sole discretion and without the consent of the Grantee, provide that any outstanding Restricted Share Units under this Agreement (or a portion thereof) shall, upon the occurrence of such Change in Control, be cancelled in exchange for a

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payment in cash or other property (including shares of the resulting entity in connection with a Change in Control) in an amount equal to the Fair Market Value of the Shares subject to the outstanding Restricted Share Units.

[Signatures are on the following page]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date of Grant.

By executing this Agreement, you acknowledge that a copy of the Company’s most recent Annual Report and Proxy Statement (the “ Prospectus Information ”) either have been received by you or are available for viewing on the Company’s internet site at www.globalpower.com, and you consent to receiving this Prospectus Information electronically, or, in the alternative, agree to contact Keri Jolly at 214-574-2733, to request a paper copy of the Prospectus Information at no charge.

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Attachment A

The Committee has determined that the Performance-Based Vesting Targets for the Performance-Based RSUs will be based upon the Company’s achievement of certain levels of cash return on cash invested (“ CROCI ”) for each fiscal year during the Performance Period.

One-third of the Target Number of Performance-Based RSUs listed on the cover page of this Agreement will be allocated to each of the 2015, 2016 and 2017 fiscal years (subject to rounding conventions adopted by the Company from time to time) and will be earned, if at all, in accordance with the performance matrix set out below:

*Straight-line interpolation shall be used for performance between Threshold and Target, Target and Above Target, and Above Target and Maximum performance levels set out above.  The Performance-Based RSUs that are not earned in accordance with this performance matrix shall be forfeited immediately without further action or notice.

In calculating CROCI for any fiscal year during the Performance Period, the Committee shall exclude unusual or infrequently occurring items as defined by generally accepted accounting principles or identified in the Company’s financial statements, notes to the financial statements or management’s discussion and analysis.  If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, an acquisition, disposition or discontinuance of a business, the manner in which it conducts business, or a restatement or other events or circumstances render a Performance-Based Vesting Target to be unsuitable, the Committee may modify the Performance-Based Vesting Target, or the applicable achievement levels, in whole or in part, as the Committee deems appropriate.

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Exhibit 10.5

GLOBAL POWER EQUIPMENT GROUP INC.
INDUCEMENT RESTRICTED SHARE UNIT AGREEMENT

Notice of Restricted Share Unit Award

As an inducement material to the decision by the grantee listed below (the “ Grantee ”) to accept employment with Global Power Equipment Group Inc. (the “ Company ”), and pursuant to that certain offer letter entered into by and between the Grantee and the Company, dated as of September 2, 2015, the Company grants to the Grantee, in accordance with the terms of this Restricted Share Unit Agreement (the “ Agreement ”), the number of Time-Based RSUs set forth below (which represent one-half of the total units granted) and the Number of Performance-Based RSUs set forth below (which represent one-half of the total units granted)  (collectively, the “ Restricted Share Units ”), as of the Date of Grant set forth below.  This grant of Restricted Share Units is made and granted as a stand-alone award and is not granted under or pursuant to the Global Power Equipment Group Inc. 2015 Equity Incentive Plan (the “ Plan ”).

Terms of Agreement

1.                                       In General .

(a)                                  Non-Plan Grant; Incorporation of Certain Terms of Plan . The Restricted Share Units are granted as a stand-alone award, separate and apart from, and outside of, the Plan, and shall not constitute an award granted under or pursuant to the Plan.  However, capitalized terms used but not defined in the Agreement shall have the meanings given to those terms in the Plan.

(b)                                  Employment Inducement Grant .  The grant of Restricted Share Units is intended to constitute an “employment inducement award” under Rule 303A.08 of the New York Stock Exchange Listed Company Manual, and consequently is intended to be exempt from the New York Stock Exchange rules regarding stockholder approval of equity compensation plans. This Agreement and the terms and conditions of the Restricted Share Units shall be interpreted in accordance and consistent with such exemption.

2.                                       Grant of Restricted Share Units . Subject to and upon the terms, conditions, and restrictions set forth in this Agreement, the Company hereby grants to the Grantee as of the Date of Grant, the Restricted Share Units set forth above. Each Restricted Share Unit shall represent the contingent right to receive one Share and shall at all times be equal in value to one Share. The Restricted Share Units shall be credited in a book entry account established for the Grantee until payment in accordance with Section 3 hereof.

3.                                       Vesting and Payment of Restricted Share Units .

(a)                                  In General .  Subject to the Grantee’s compliance with the terms of the Confidentiality, Non-Solicitation and Non-Competition Agreement between Grantee and the Company (the “ Restrictive Covenants Agreement ”) or of any separately executed covenant not to compete with the Company, as applicable:

(i)                                      Time-Based RSUs .  The number of Time-Based RSUs set forth above shall vest in two installments (each consisting of one-half of the Time-Based RSUs) on each of the applicable Vesting Dates set forth above in the Vesting Schedule, provided that the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through the applicable Vesting Date.  The Company shall deliver to the Grantee the Shares underlying the vested Time-Based RSUs within ten (10) days following each applicable Vesting Date.

(ii)                                   Performance-Based RSUs . If the Company achieves the Performance Objectives for the Performance Period, the number of Performance-Based RSUs set forth above shall vest on the applicable Vesting Date as set forth above in the Vesting Schedule, provided that the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through the applicable Vesting Date.  Not later than March 15, 2017, the Committee shall certify in writing the extent to which the Company has achieved the Performance Objectives for the Performance Period and the number of Performance-Based RSUs, if any, earned by the Grantee for the Performance Period. The Company shall deliver to the Grantee one-half of the Shares underlying the earned Performance-Based RSUs within ten (10) days following each Vesting Date.

(iii)                                Continuous Employment .  For purposes of this Section 3, the continuous employment of the Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries, by reason of the transfer of his employment among the Company and its Subsidiaries.

(b)                                  Involuntary Termination or Termination for Good Reason .  If, prior to a Vesting Date, the Grantee’s employment with the Company or a Subsidiary is terminated (x) by the Company or a Subsidiary without Cause or by reason of the Grantee’s Disability (as defined in the long-term disability plan of the Company or a Subsidiary applicable to the Grantee), (y) by the Grantee for Good Reason, or (z) as a result of the Grantee’s death, then, except as otherwise provided in Section 13:

(i)                                      The Grantee shall become vested in the number of Time-Based RSUs that would have become vested had the Grantee remained employed with the Company or a Subsidiary

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through the Vesting Date immediately following the date in which the Grantee’s employment terminated, and prorated for the number of days of continuous employment completed by the Grantee from his employment commencement date through such Vesting Date.  The Company shall deliver to the Grantee (or the Grantee’s estate in the event of death) the Shares underlying the vested Time-Based RSUs within thirty (30) days following the date of the Grantee’s termination of employment.

(ii)                                   If and only if the Company achieves the Performance Objectives for the Performance Period, the Grantee shall become vested in a number of Performance-Based RSUs equal to the sum of: (A) one-half (1/2) of the Performance-Based RSUs earned for the Performance Period, if any, and only to the extent not previously vested, prorated for the number of days of continuous employment completed by the Grantee from his employment commencement date through March 15, 2017; and (B) one-half (1/2) of the Performance-Based RSUs earned for the Performance Period, if any, and only to the extent not previously vested, prorated for the number of days of continuous employment completed by the Grantee from his employment commencement date through September 15, 2017.  The Company shall deliver to the Grantee (or the Grantee’s estate in the event of death) the Shares underlying the vested Performance-Based RSUs, if any, within ten (10) days following the applicable Vesting Date.

4.                                       Forfeiture of Restricted Share Units .

(a)                                  Forfeiture of Unvested Award .  The Restricted Share Units that have not yet vested pursuant to Section 3 (and any right to unpaid Dividend Equivalents under Section 7 with respect to the Restricted Share Units), shall be forfeited automatically without further action or notice if (i) the Grantee ceases to be employed by the Company or a Subsidiary prior to a Vesting Date, except as otherwise provided in Sections 3(b) or 22(b), (ii) with respect to Performance-Based RSUs, the Company fails to achieve the Performance Objectives, or (iii) the Grantee breaches the Restrictive Covenants Agreement or of any separately executed covenant not to compete with the Company, as applicable.

(b)                                  Detrimental Activity .  If the Committee determines the Grantee has engaged in any Detrimental Activity, either during service with the Company or a Subsidiary or after termination of such service, then, promptly upon receiving notice of the Committee’s determination, the Grantee shall: (i)  forfeit any outstanding Restricted Share Units under this Agreement, (ii) with respect to any Shares acquired under this Agreement that were not disposed of, return to the Company or the Subsidiary all Shares that the Grantee acquired under this Agreement during a period of two (2) years prior to the date of the Grantee’s initial commencement of the Detrimental Activity, in exchange for payment by the Company or the Subsidiary of any amount actually paid therefor by the Grantee, and (iii) with respect to any Shares acquired pursuant to this Agreement that were disposed of, pay to the Company or the Subsidiary, in cash, the excess, if any, of: (A) the Fair Market Value (as of the date acquired) of the Shares that the Grantee acquired under this Agreement during a period of two (2) years prior to the date of the Grantee’s initial commencement of the Detrimental Activity, over (B) any amount actually paid by the Grantee for the Shares. This Section 4(b) shall survive and continue in full force in accordance with its terms notwithstanding any termination of the Grantee’s employment or the payment of the Restricted Share Units as provided herein.

(c)                                   Compensation Recovery Policy .  The Restricted Share Units shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recovery policy adopted by the Company, including any such policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the SEC rule or applicable securities exchange.

5.                                       Transferability .  The Restricted Share Units may not be transferred, assigned, pledged or hypothecated in any manner, or be subject to execution, attachment or similar process, by operation of

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law or otherwise. Any purported transfer or encumbrance in violation of the provisions of this Section 5 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Share Units.

6.                                       Dividend, Voting and Other Rights .  The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Shares underlying the Restricted Share Units until such Shares have been delivered to the Grantee in accordance with Section 3 hereof. The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

7.                                       Payment of Dividend Equivalents .  Upon payment of a vested Restricted Share Unit, the Grantee shall be entitled to a cash payment (without interest) equal to the aggregate cash dividends declared and payable with respect to one (1) Share for each record date that occurs during the period beginning on the Date of Grant and ending on the date the vested Restricted Share Unit is paid (the “ Dividend Equivalent ”).  The Dividend Equivalents shall be forfeited to the extent that the underlying Restricted Share Unit is forfeited and shall be paid to the Grantee, if at all, at the same time that the related vested Restricted Share Unit is paid to the Grantee in accordance with Section 3.

8.                                       No Employment Contract .  Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company and its Subsidiaries to terminate the employment or adjust the compensation of the Grantee, in each case with or without Cause.

9.                                       Relation to Other Benefits .  Any economic or other benefit to the Grantee under this Agreement shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

10.                                Taxes and Withholding .  The Grantee is responsible for any federal, state, local or other taxes with respect to the Restricted Share Units and the Dividend Equivalents.  The Company does not guarantee any particular tax treatment or results in connection with the grant or vesting of the Restricted Share Units, the delivery of Shares or the payment of Dividend Equivalents.  To the extent the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with the delivery of Shares under this Agreement, then, except as otherwise provided below, the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value of the Shares on the date of delivery); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. Notwithstanding the preceding sentence, the Grantee may elect, on a form provided by the Company and subject to any terms and conditions imposed by the Company, to pay or provide for payment of the required tax withholding.  If the Company or any Subsidiary is required to withhold any federal, state, local or other taxes at any time other than upon delivery of the Shares under this Agreement, then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to (a) require the Grantee to pay or provide for payment of the required tax withholding, or (b) deduct the required tax withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to the Grantee (other than deferred compensation subject to Section 409A of the Code).  If the Company or any Subsidiary is required to withhold any federal, state, local or other taxes with respect to Dividend

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Equivalents, then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to reduce the cash payment related to the Dividend Equivalent by the applicable tax withholding.

11.                                Adjustments .  In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation), such as a stock dividend, stock split, reverse stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable adjustment in the number and kind of Shares subject to this Agreement to prevent dilution or enlargement of the rights of the Grantee. In the event of any other change in corporate capitalization, or in the event of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole discretion, cause there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights.

12.                                Compliance with Law .  The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Restricted Share Units; provided that, notwithstanding any other provision of this Agreement, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.

13.                                Section 409A of the Code .  It is intended that the Restricted Share Units and any Dividend Equivalents provided pursuant to this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code, and this Agreement shall be interpreted, administered and governed in accordance with such intent.  To the extent necessary to give effect to such intent, the Grantee’s termination of employment shall mean, for purposes of this Agreement, the Grantee’s “separation from service” within the meaning of Section 409A of the Code.  In particular, it is intended that the Restricted Share Units and any Dividend Equivalents shall be exempt from Section 409A of the Code, to the maximum extent possible, pursuant to the “short-term deferral” exception thereto.  However, to the extent that the Restricted Share Units or any Dividend Equivalents constitute a deferral of compensation subject to the requirements of Section 409A of the Code (for example, because the Grantee’s governing employment agreement defines “Good Reason” in a manner such that the Grantee’s termination of employment for Good Reason would not be treated as an involuntary separation from service for purposes of Section 409A of the Code), then the following rules shall apply, notwithstanding any other provision of this Agreement to the contrary:

(a)                                  The Company will deliver the Shares underlying any Restricted Share Units that become vested in accordance with Sections 3(b) or 22 of this Agreement and pay any Dividend Equivalents with respect to those vested Restricted Share Units within thirty (30) days after the first to occur of (i) the applicable Vesting Date for the Restricted Share Units; (ii) the occurrence of a Change of Control that is also a “change in the ownership,” a “change in the effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code; or (iii) the Grantee’s “separation from service” within the meaning of Section 409A of the Code; and

(b)                                  If the Restricted Share Units (and any related Dividend Equivalents) become payable as a result of the Grantee’s separation from service (other than as a result of the Grantee’s death) and the Grantee is a “specified employee” at that time within the meaning of Section 409A of the Code (as determined pursuant to the Company’s policy for identifying specified employees), the Company will deliver the Shares underlying the vested Restricted Share Units and pay any related Dividend Equivalents to the Grantee on the first business day that is at least six months after the date of the Grantee’s separation from service (or upon the Grantee’s death if the Grantee dies before the end of that six-month period).

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14.                                Amendments .  The Committee may amend this Agreement upon written notice to the Grantee.  Notwithstanding the foregoing, no amendment of this Agreement shall adversely affect in a material way the rights of the Grantee under this Agreement without the Grantee’s consent unless the Committee determines, in good faith, that such amendment is required for the Agreement to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code or other Applicable Laws.

15.                                Severability .  In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

16.                                Administration .  This Agreement shall be administered by the Committee.  The Committee shall have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the Agreement.  All determinations and decisions made by the Committee pursuant to the provisions of this Agreement and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons, including the Grantee, his estate and beneficiaries.  By accepting any benefit under this Agreement, the Grantee and each person claiming under or through him shall be conclusively deemed to have indicated his or their acceptance and ratification of, and consent to, all of the terms and conditions of this Agreement and any action taken under the Agreement by the Committee or the Company, in any case in accordance with the terms and conditions of the Agreement.

17.                                Successors and Assigns .  Without limiting Section 5, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

18.                                Governing Law .  The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.

19.                                Use of Grantee’s Information .  Information about the Grantee may be collected, recorded and held, used and disclosed for any purpose related to the administration of this Agreement. The Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third-party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the processing of information relating to the Grantee and the Grantee’s receipt of the Restricted Share Units in any one or more of the ways referred to above.

20.                                Electronic Delivery .  The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered by the Company. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the VP of Human Resources of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any

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such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to this Agreement.

21.                                No Fractional Shares.  Fractional Shares or units will be subject to rounding conventions adopted by the Company from time to time; provided that in no event will the total shares issued exceed the total units granted under this award.

22.                                Change in Control.

(a)    Committee Discretion .    The Committee may, in its sole discretion and without the consent of the Grantee, determine whether and to what extent outstanding Restricted Share Units under this Agreement shall be assumed, converted or replaced by the resulting entity in connection with a Change in Control (or, if the Company is the resulting entity, whether such award shall be continued by the Company), in each case subject to equitable adjustments in accordance with Section 11 of this Agreement.

(b)    Award is Assumed .    To the extent the Restricted Share Units under this Agreement are assumed, converted or replaced by the resulting entity in the event of a Change in Control (or, if the Company is the resulting entity, to the extent such award is continued by the Company) as provided in Section 22(a), then: (i) any outstanding Performance-Based RSUs shall be converted by the resulting entity, as if “target” performance had been achieved as of the date of the Change in Control, and shall continue to vest during the remaining Vesting Schedule, and (ii) any outstanding Time-Based RSUs shall continue to vest during the remaining Vesting Schedule. Notwithstanding the preceding sentence, if the Grantee incurs a Qualified Termination, then upon such termination all outstanding Restricted Share Units shall vest in full.

(c)    Award is not Assumed .   To the extent outstanding Restricted Share Units under this Agreement are not assumed, converted or replaced by the resulting entity in connection with a Change in Control (or, if the Company is the resulting entity, to the extent such award is not continued by the Company) in accordance with Section 22(a), then effective immediately prior to the Change in Control, all outstanding Restricted Share Units shall vest in full, with any specified Performance Objectives deemed to be satisfied at the “target” level.

(d)    Cancellation Right .    The Committee may, in its sole discretion and without the consent of the Grantee, provide that any outstanding Restricted Share Units under this Agreement (or a portion thereof) shall, upon the occurrence of such Change in Control, be cancelled in exchange for a payment in cash or other property (including shares of the resulting entity in connection with a Change in Control) in an amount equal to the Fair Market Value of the Shares subject to the outstanding Restricted Share Units.

[Signatures are on the following page]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date of Grant.

By executing this Agreement, you acknowledge that a copy of the Company’s most recent Annual Report and Proxy Statement (the “ Prospectus Information ”) either have been received by you or are available for viewing on the Company’s internet site at www.globalpower.com, and you consent to receiving this Prospectus Information electronically, or, in the alternative, agree to contact Keri Jolly at 214-574-2733, to request a paper copy of the Prospectus Information at no charge.

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