Exhibit 10.1


 


GT SOLAR INTERNATIONAL, INC.


 


MANAGEMENT INCENTIVE PROGRAM


 


FY 2011


 


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GT SOLAR INTERNATIONAL, INC.


 


MANAGEMENT INCENTIVE PROGRAM


 


FY 2011


 


1.     FISCAL
YEAR 2011


 


The
FY 2011 Management Incentive Program (the “Program”) of GT Solar
International, Inc. (the “Company”) shall commence on April 4,
2010 and continue through and including April 2, 2011 (“FY 2011”).


 


2.     ADMINISTRATION


 


The
Program shall be administered by the Executive Management (“Management”) of the
Company. Subject to the provisions of the Program as set forth herein,
Management may establish from time to time such regulations, provisions,
procedures and conditions of the Program which, in its opinion, may be
necessary or advisable in the administration of the Program.  All determinations of Management under this
Program shall be final and binding.  No
member of Management, the Company’s Board of Directors, or any employee of the
Company or any subsidiary shall be liable for any action or determination made
with respect to the administration of the Program, eligibility under the
Program, the bonuses awarded under the Program or the payment of such bonuses
under the Program.


 


3.     ELIGIBILITY


 


Management
shall determine, in its sole discretion, any and all employees of the Company
or any subsidiary that will be eligible to participate in the Program (each, a “Participant”;
collectively, the “Participants”). 
Participants will be eligible to participate in the Program only upon
receipt of notification by the Company, such notification to be in the form
determined by Management in its sole discretion (a “Participant Notification”).  Each Participant Notification shall be
subject to the terms and conditions of the Program and may contain additional
terms and conditions as determined by Management in its discretion (which may
vary from Participant to Participant). 
Unless otherwise specified in such Participant Notification, the date on
which Participant is deemed to be a participant in the Program (the “Participation
Date”) shall be April 4, 2010, unless the Participant started
employment with the Company after such date, in which case the Participation
Date shall be deemed the date on which the individual started employment with
the Company during FY 2011.


 


As
soon as reasonably practicable after the Participation Date and from time to
time thereafter, the Participant shall be informed in writing of certain goals
and objectives (“MBO Goals”) to be achieved by Participant over the course of
FY 2011, such MBO Goals to be determined in accordance with Section 5(B)(iii) below.  Such goals and objectives may vary among
Participants.


 


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4.     Plan
Performance Components


 


A.            Incentive Operating Income


 


“Incentive Operating Income”
for FY 2011 means, on a consolidated basis, income (loss) from operations for
such period as reported in the Company’s Form 10-K for the fiscal year
ending April 2, 2011, adjusted to exclude the effect of (a) stock
compensation expense, (b) any costs of persons other than the Company, its
officers and directors, which the Company has incurred under the GT Solar
Holdings LLC Limited Liability Company Agreement and (c) any extraordinary income (e.g., proceeds from
any legal action) or expenses in the reasonable determination of the
Compensation Committee.


 


Incentive Operating Income
for FY 2011 shall be derived from the audited consolidated financial statements
of the Company and its subsidiaries covering such period, and shall be subject
to the review and approval of the Compensation Committee, whose determination
of such Incentive Operating Income calculation shall be final and binding.


 


For FY 2011, the Company’s
target Incentive Operating Income shall be set forth in each Participant’s
Participant Notification (the “Target Incentive Operating Income”).  Please note this figure is Company
Confidential and not to be disclosed externally and failure to keep the Target
Incentive Operating Income confidential may result in disciplinary action, up
to and including termination of employment.


 


B.            Incentive Ending Cash Balance


 


“Incentive Ending Cash Balance” for the incentive plan year
means “cash and cash equivalents” as reported in the Company’s Form 10-K
for the fiscal year ending April 2, 2011, (a) reduced by any portion
of accounts payable or accrued expenses attributable to the negotiation of any
revised terms with suppliers resulting in additional operating charges. (i.e.
If normal payment terms are 45 days and actual accounts payable is at 90 days,
a reduction of half of the accounts payable balance from the Ending Cash
Balance shall apply); (b) increased by the amount of any costs paid by the Company during fiscal 2011 on behalf
of persons other than the Company, its officers and directors under the GT
Solar Holdings LLC Limited Liability Company Agreement and (c) any
extraordinary cash flows in the reasonable determination of the Compensation
Committee.


 


For
fiscal year 2011, the Company’s target Incentive Ending Cash Balance shall be
set forth in each Participant’s Participant Notification (the “Target
Incentive Ending Cash Balance”). 
Please note this figure is Company Confidential and not to be disclosed
externally and failure to keep the Target Incentive Ending Cash Balance
confidential may result in disciplinary action, up to and including termination
of employment.


 


C.            MBO Goals


 


“MBO
Goals” for FY 2011 refers to the goals for each Participant in their respective
job function.


 


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5.     BONUS
PAYMENTS


 


A.            Determination
Date


 


The
amount, if any, payable to each Participant under the Program (the “Bonus
Payment”) shall be determined by Management after the conclusion of FY 2011
following the completion of the audit of the Company’s financial statements by
its independent accountants (the “Determination Date”).  Bonus Payments shall be disbursed following
conclusion of the FY 2011 plan year and as soon as administratively practicable
after the Determination Date or on such earlier date as Management may
determine in its sole discretion.  All
amounts earned under the Program reflect gross dollar amounts and are,
therefore, subject to applicable withholding and taxation.


 


B.            Bonus
Calculation


 


Each
Participant’s Bonus Payment, if any, shall be determined in the following
manner:


 


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(i)            Target
Bonus


 


The
Participant Notification for each Participant will specify such Participant’s “Target
Bonus” (which will be based upon a percentage of Participant’s base salary as
of the last day of the plan year). 
Partial year participation due to (i) an employment start date with
the Company or a subsidiary during the plan year or (ii) becoming a
Participant during the plan year as a result of a job reclassification or other
change in employment status, shall result in a corresponding adjustment to
target bonus eligibility on a pro-rated basis determined in accordance with the
number of days during fiscal year 2011 for which the Participant was eligible
to participate in the Program.  In the
event that a Participant was, during the plan year, eligible to participate in
the Program, but due to a job reclassification or other change in employment
status, is not eligible to participate in the Program at the end of the plan
year, but remains employed by the Company or a subsidiary at April 2,
2011, such Participant’s target bonus eligibility shall, in Management’s sole
discretion, be adjusted on a pro-rated basis determined in accordance with the
number of days during fiscal year 2011 for which the Participant was eligible
to participate in the Program (provided, however, Management may determine that
such former Participant is not entitled to any payment hereunder).


 


(ii)           Calculation
of Bonus Payment


 


Each
Participant’s Bonus Payment shall equal the sum of the (i) financial
performance component based on Incentive Operating Income (weighted 50%), (ii) 
financial performance component based on Incentive Ending Cash Balance
(weighted 25%), and (iii) a personal performance target based on MBO
component (weighted 25%).  Each of these
calculations will be independent of the other; provided that no Bonus Payment
will be paid if the Company achieves Incentive Operating Income or Incentive  Ending
Cash Balance that is less than 50% of Target Incentive Operating Income
or Target Incentive Ending Cash Balance.


 


The
portion of the Bonus Payment that is based on achievement of Incentive
Operating Income and Incentive Ending Cash Balance will be calculated as
follows: the applicable payment increases linearly so that the Participant will
receive a 0% payment if the Company achieved 85% or less of target; a 100%
payment if the Company achieved 100% of target; and a 200% payment if the
Company achieved 110% or more of target. 
Management reserves the right to adjust the formula for unplanned, Board
or Management, approved events.  The
portion of the Bonus Payment that is based on the achievement of individual
MBOs will be determined based on the Management’s assessment of each
Participant’s performance as compared to their MBOs.  In no event shall a Participant’s Bonus
Payment, which shall include the amounts payable as a result of (i) financial
performance component of such bonus based on Incentive Operating Income, (ii) financial
performance component of such bonus based on Incentive Ending Cash Balance and (iii) the
Participant’s performance as compared to their MBOs, exceed 200% of such
Participant’s target bonus opportunity without the approval of Management.


 


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(iii)         MBO Process


 


In
order to ensure close alignment with the earned MBO bonus and each Participant’s
goal attainment, Management, in consultation with the CEO, shall retain
discretionary authority to determine the MBO bonus based upon an evaluation of
each Participant’s performance and contribution during FY 2011.


 


Management
shall determine the MBO Goals applicable to each Participant as follows: Such
Participant shall submit to their direct manager an initial proposal for such
Participant’s MBO Goals for FY 2011. 
Management shall review such proposal, and at Management’s sole
discretion, shall discuss such proposal with such Participant and/or modify
such proposal.  The MBO Goals shall be
determined by Management in its sole discretion.  Although the goal setting process and actual
MBO goals may vary from one Participant to the next, the following is intended
to provide general guidance regarding the competencies that may be considered
in determining a Participant’s MBO Goals:


 


1.                                       Achieving
corporate, functional, departmental goals and objectives specified for FY 2011.


 


2.                                       Delivering
highly effective management of operations through leadership of teams, timely
communication and the deployment of business processes and systems that anticipate
and prepare the organization for growth.


 


3.                                       Contributing to
an organizational culture where people can grow and contribute.  Actively supporting a culture that values
safety, operational excellence, initiative, innovation, teamwork and quality in
everything we do.


 


4.                                       Working as a
productive and vital member of the management team.  Building productive collaborative
relationships with peers to meet organizational challenges together as a
team.  Being responsive to the needs of
other team members and cultivating a service mentality internally within the
line of authority.


 


Management shall evaluate the level of achievement
against such Participant’s MBO goals at its sole discretion and using such
criteria as it deems appropriate for each Participant in its sole discretion.


 


C.            Pro-rata
Bonus Payments


 


In the event that the
Participant is not eligible to participate in the Program for a full plan year,
such Participant shall be eligible for a pro-rated Bonus Payment calculated in
accordance with Section 5.B(i) above. 
Unless otherwise provided in a written agreement between the Company and
Participant and notwithstanding any term or provision in the Program documents,
no Participant shall be entitled to receive a Bonus Payment if, prior to April 2,
2011, such Participant’s employment with the Company or a subsidiary is
terminated for any reason.


 


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6.     AUTHORITY


 


The
Management shall have final authority to make all determinations specified in
or permitted or deemed necessary or appropriate in its sole discretion under
the Program.


 


7.             MISCELLANEOUS


 


A.    Assignment and Transfer


 


No
Bonus Payment or any rights or interests therein shall be assignable or
transferable by a Participant.


 


B.    No Guarantee of Employment / No Equity Rights


 


Nothing contained in the Program shall be construed
to create or imply a guarantee of employment for any period of time.  Unless otherwise provided in a written
agreement between Participant and the Company, employment with the Company is
considered to be at-will and may be terminated at any time by Participant or
the Company.


 


C.    Withholding


 


The
Company shall have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy any
federal, state, local and foreign taxes of any kind (including, but not limited
to, the Participant’s FICA and SDI obligations) which Management, in its sole
discretion, deems necessary to be withheld or remitted to comply with the
Internal Revenue Code of 1986, as amended, and/or any other applicable law, rule or
regulation with respect to any Bonus Payment. Subject to applicable law, each
Participant agrees that the Company may satisfy withholding obligations from
any source of funds available to the Company and otherwise payable to
Participant, including salary payments.


 


D.    Governing Law


 


All
questions pertaining to the validity, construction and administration of the Program and any Participant’s Participant
Notification shall be determined in accordance with the laws of the State of
New Hampshire.


 


E.     Amendment and Termination of Program


 


Management
shall have the right in its sole discretion to amend the Program at any time
and from time to time; provided that no such amendment shall materially
and adversely affect the rights of any Participant without the consent of such
Participant.


 


F.     Additional Terms


 


Exhibit A
attached hereto contains additional terms and conditions related to the Program
which are incorporated by reference herein in their entirety.


 


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G.    Severability


 


The
invalidity or unenforceability of any provisions of the Program in any
jurisdiction shall not affect the validity, legality or enforceability of the
remainder of the Program in such jurisdiction or the validity, legality or
enforceability of any provision of the Program in any other jurisdiction, it
being intended that all rights and obligations of the parties hereunder shall
be enforceable to the fullest extent permitted by law.


 


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EXHIBIT A


 


GT SOLAR INTERNATIONAL, INC.


 


ADDITIONAL TERMS AND CONDITIONS TO THE

MANAGEMENT INCENTIVE PROGRAM


 


Capitalized
terms used but not defined herein shall have the meanings assigned to such
terms in the FY 2011 Management Incentive Program (the “Program”).


 


1.             Right to Participate.  The
Company hereby grants to Participant the right to participate in the Program
pursuant to the terms and conditions thereto.


 


2.             Participant Acknowledgment. 
Attached hereto is a copy of the Program that has been delivered to the
Participant with these Additional Terms and Conditions.  Participant shall be bound by all terms and
provisions hereof and thereof.


 


3.             Incentive
Operating Income.  For FY 2011, the
Incentive Operating Income for purposes of determining Participant’s Bonus
Payment, if any, is [$           ]


 


4.             Incentive
Ending Cash Balance.  For FY 2011,
the Incentive Ending Cash Balance for purposes of determining Participant’s
Bonus Payment, if any, is [$           ]


 


5.             Individual
Goal Achievement.  The Bonus Payment,
if any, will be subject, in part, to Participant achieving certain individual
performance goals.  The criteria used in
assessing individual performance, the weight to be assigned such criteria shall
be determined by Management in its sole discretion.  The Bonus Payment, if any, will be calculated
in accordance with the Program


 


6.             Binding Effect. 
This Notice shall be binding upon and inure to the benefit of any
successors to the Company and all persons lawfully claiming under Participant.


 


7.             Complete
Agreement.  These Additional Terms
and Conditions, those documents expressly referred to herein, including the
Program, and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any
way.


 


8.             Future
Incentive Bonus Plans.  The Company
may in the future adopt one or more incentive plans or programs, with regard to
which the Committee shall retain the exclusive right in its sole discretion to
determine the applicable terms and to identify the persons eligible to
participate.  Nothing in this Notice
shall be understood to grant or guarantee Participant a right to participate in
any such plan or program.


 


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