Exhibit 10.2


 


	
  

  	
   

  	
   

   

   

  Innovative
  Photovoltaic

  Manufacturing
  Solutions

  



 


October
28, 2010


 


Mr.
Richard E. Johnson


53
Jefferson Road


Franklin,
MA 02038


 


Dear
Rich:


 


Reference is hereby made to that letter
agreement, dated as of January 28, 2008 (the “Employment Letter”), by and
between you and GT Solar Incorporated (the “Company”).  You and the Company hereby mutually agree to
amend the Employment Letter in order to address severance payments to be made
to you by the Company as a result of termination of your employment under
certain circumstances.


 


Accordingly, effective as of the date set
forth above, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Employment Letter is amended
by inserting at the end of the bullet points set forth therein, the following
new bullet point:


 


·                  Severance Related Payments -
If your employment is terminated by the Company without Cause (as defined
below), or as a result of your resignation with Good Reason (as defined below),
you shall be entitled to:


 


(i)                                     continue to receive your Base Salary (as defined below), subject to
applicable withholding, (paid in accordance with the Company’s general payroll
practices in effect on the termination date) as special severance payments from
the date of termination for a period of six (6) months thereafter (the “Severance
Period”);


 


(ii)                                   to the extent permitted by the applicable benefit plans, continued
participation during the Severance Period in medical and dental insurance plans
sponsored by the Company on terms and conditions in effect at the time of such termination
(including cost sharing, if applicable) substantially similar to those
applicable to employees of the Company generally;


 


provided, however, you shall be entitled to the payments and benefits described
in clauses (i) and (ii) of this paragraph if and only if you have executed and
delivered to the Company a general release having customary terms and
provisions that is reasonably agreeable to you and the Company (the “General
Release”) within twenty-two (22) days following the date of termination and the
General Release has become effective, and only so long as you have not revoked
or breached the provisions of the General Release.  You understand and agree that you shall not
be entitled to any other salary, compensation or benefits after termination of
your employment with


 


1

















 


the Company or any
subsidiary, except as specifically provided for in the Company’s employee
benefit plans or as otherwise expressly required by applicable law.


 


You understand and agree that if your employment is
(i) terminated by the Company or any subsidiary for Cause or (ii) terminated by
you without Good Reason, you shall only be entitled to receive your Base Salary
through the date of termination and shall not be entitled to any other salary,
compensation or benefits from the Company or any of its subsidiaries
thereafter, except as otherwise specifically provided for under the Company’s
employee benefit plans or as otherwise expressly required by applicable
law.  The termination of your employment
for Cause shall preclude your resignation with Good Reason.  If your employment is terminated due to your
death or Disability (as defined below), you shall only be entitled to receive
(x) your Base Salary through the date of termination, and (y) any benefits you
or your eligible family members are eligible for under COBRA.


 


Except as otherwise expressly provided herein, all
of your rights to salary, bonuses, employee benefits and other compensation
hereunder which would have accrued or become payable after the termination of
your employment shall cease upon such termination, other than those expressly
required under applicable law (such as COBRA).


 


For the purposes of this Agreement, “Base Salary”
shall mean, for the purposes of this section of the Letter Agreement only, your
annual base salary as determined by management and as in effect at the
applicable time of termination of your employment.


 


For purposes of this Agreement, “Cause” shall
mean with respect to you, one or more of the following:  (i) the commission of a felony or other crime
involving moral turpitude or the commission of any other act or omission
involving dishonesty, disloyalty or fraud with respect to the Company or any of
its subsidiaries or any of their customers or suppliers, (ii) repeatedly
reporting to work under the influence of alcohol or illegal drugs, the use of
illegal drugs in the workplace or other repeated conduct causing the Company or
any of its subsidiaries substantial public disgrace or disrepute or substantial
economic harm, (iii) substantial and repeated failure to perform duties as
reasonably directed by the Board, the Company’s President and Chief Employee
Officer or the Company’s Chief Financial Officer, (iv) any act or omission
aiding or abetting a supplier or customer of the Company or any of its
subsidiaries to the material disadvantage or detriment of the Company and its
subsidiaries, (v) breach of fiduciary duty, gross negligence or willful
misconduct with respect to the Company or any of its subsidiaries or (vi) any
other material breach of this Letter Agreement which is not cured to the
Company’s reasonable satisfaction within fifteen (15) days after written notice
to you.


 


For purposes of this Agreement, “Disability”
shall mean your inability to perform the essential duties, responsibilities and
functions of your position with the Company and its subsidiaries for a period
of 90 consecutive days or for a total of 180 days during any 12-month period as
a result of any mental or physical illness, disability or incapacity even with
reasonable accommodations for such illness, disability or incapacity provided
by the Company and its subsidiaries or if providing such accommodations would
be unreasonable, all as determined by the Compensation Committee in its
reasonable good faith judgment.  You
hereby agree to cooperate in all reasonable respects with the Company if a
question arises as to whether you have become


 

















 


disabled (including, without limitation, submitting
to reasonable examinations by one or more medical doctors and other health care
specialists selected by the Company and authorizing such medical doctors and
other health care specialists to discuss your condition with the Company).


 


For purposes of this Agreement, “Good Reason”
shall mean if you resign from employment with the Company and its subsidiaries
as a result of the occurrence of one or more of the following events:  (i) the Company  reduces the amount of the Base Salary (other
than as a result of a general across-the-board salary reduction applicable to
all senior employees of the
Company)  (x) elects to eliminate the MIP
without permitting you to participate in an annual incentive bonus plan in
place of the MIP which offers a potential bonus payment comparable to that
earnable at 100% of plan target by you under the MIP or (y) does not extend to
you participation in equity plans commensurate with your position, to the
extent senior employees of the Company participate in such equity plans,
(ii) the Company changes your title and reduces your responsibilities or
authority in a manner materially inconsistent with that of the position of Vice
President Finance & Chief Accounting Officer or (iii) the Company or
any subsidiary changes your place of work to a location outside of New Hampshire;
provided that in order for your resignation for Good Reason to be
effective hereunder, you must provide written notice to the Company stating
your intent to resign for Good Reason and the grounds therefor within thirty
(30) days after such grounds exist and grant the Company thirty (30) days from
receipt of such notice to remedy or otherwise remove the grounds supporting
your resignation for Good Reason.


 


This
Amendment shall be and is hereby incorporated in and forms a part of the
Employment Letter.


 


Except
as amended and set forth herein, the Employment Letter shall continue in full
force and effect.


 


IN
WITNESS WHEREOF, the parties have executed this amendment to the Employment
Letter as of the date first above written.


 


 


	
   

  	
  GT
  SOLAR INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Hoil
  Kim

  
	
   

  	
  Hoil
  Kim

  	
   

  
	
   

  	
  Vice President, Chief Administrative Officer, General
  Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED
  AND AGREED

  	
   

  
	
   

  	
   

  
	
  /s/Richard
  E. Johnson

  	
   

  
	
  Richard
  E. Johnson