Exhibit 10.1





Exhibit 10.1


November 10, 2010




William C. Andrews

c/o Energy Conversion Devices, Inc.



Dear William:



We are pleased to confirm to you our offer of employment with Energy Conversion Devices, Inc. (the
“Company”), reporting to Mark Morelli, President & Chief Executive Officer, according to the terms
set forth in this letter1:



	 	 	 
	Position Title:
	 	You will serve as the Company’s Executive Vice
President and Chief Financial Officer.

	 
	Commencement Date:
	 	We expect you to commence your employment on a mutually
agreed date (the “Commencement Date”) immediately upon
acceptance of this offer letter.

	 
	Employment
	 	We expect you to commit to no less than three years of
employment with the Company.

	 
	Base Salary:
	 	Your base salary will be $330,000 per annum, payable
bi-weekly, and subject to periodic adjustment in
accordance with the Company’s executive compensation
program.







	 	 	 
	Initial Equity Grants:
	 	You will participate with other senior management in the Company’s Long Term
Incentive program. Your target LTI opportunity is 100% of salary. On the Commencement Date you
will receive a grant of restricted shares as approved by the Compensation Committee under the
Company’s 2006 Stock Incentive Plan (the “Stock Plan”) as follows:

	 
	 	 	13,900 Restricted Stock Units, (as defined in the Stock Plan)
vesting 100% in three years from date of grant, subject to your
continued employment.

	 
	 	 	15,000 Restricted Stock Units (as defined in the Stock Plan)
vesting 100% in three years from date of grant, subject to your
continued employment.

	 
	 	 	The foregoing Stock Awards also may vest under certain
circumstances upon a “Change in Control” (as defined in
the Stock Plan) or a “Qualifying Termination” (as defined
in the Executive Severance Plan). 

	 
	 	 	
Your Stock Awards will be evidenced by separate Award
Agreements issued in accordance with the Stock Plan. 


The next regular grant under this program is anticipated
to be in fall, 2011, pending shareholder approval of a new
stock incentive plan and as approved by the Board of
Directors.






 




1  Conditions stated in effect at time of offer.  ECD, Inc. reserves the right to modify benefits and contributions as business conditions necessitate.



 


 









 





Offer of Employment — Kriss Andrews


	 	 	 
	Severance Plan:
	 	You will participate in the Company’s Executive Severance
Plan, which provides for certain severance payments and
continuation of certain benefits for a period following a
participating employee’s (i) “Qualifying Termination”,
including a Qualifying Termination following a “Change in
Control” (as such terms are defined in the Severance
Plan), and (ii) execution and delivery to the Company of a
prescribed form of waiver and release. The Severance Plan
also imposes certain restrictive covenants on a
participating employee, including matters pertaining to
confidentiality, cooperation, non-competition,
non-solicitation, and non-disparagement. Your severance
payment under the Severance Plan will equal 12 months of
your base salary and a portion of your target incentive
payment. Your participation in the Severance Plan will be
evidenced by a separate Participant Agreement issued under
the Severance Plan.

	 
	 	 	Your retirement from the Company on or after age 62 shall constitute a
“Qualifying Termination” under the Severance Plan entitling you to
acceleration of your equity awards pursuant to Section 4.3 of the
Severance Plan; provided that you fulfill your three-year employment
commitment set forth above and otherwise satisfy the requirements of the
Severance Plan. For clarity, you shall not be entitled to any other
benefits under the Severance Plan (including those benefits set forth in
Sections 4.1, 4.2 and 4.4) in connection with your retirement from the
Company.







	 	 	 
	Annual Incentive Plan:
	 	You will
participate with
other senior
management in the
Company’s Annual
Incentive Program
(the “AIP”)
administered by the
Compensation
Committee. The
target amount each
year will be 60% of
your base salary,
multiplied by
factors determined
by reference to the
level of
achievement of
various personal
and Company
performance
objective(s)
established by the
Compensation
Committee early in
the fiscal year,
with the resulting
amount subject to
reduction based on
other subjective
criteria at the
discretion of the
Committee.
Awards under the AIP may
qualify as
“performance-based
compensation” under
Section 162(m) of the
Internal Revenue Code.






 


 









 





Offer of Employment — Kriss Andrews


	 	 	 
	Vacation:
	 	You are eligible
for 160 hours of
vacation per
calendar year of
employment. Any
partial years will
be treated on a
prorated basis.
Also, you are
immediately
eligible for the
fourteen (14)
company holidays
(112 hours)
scheduled during
each calendar year.







	 	 	 
	Other Benefit Plans:
	 	You will be eligible to immediately participate in the ECD/USO 401(k) program.

	 
	 	 	You will also be eligible to participate in the Company’s health &
welfare benefits program. Your health & welfare benefits are effective
on the first day of the month following 30 continuous days of employment
and include: medical/vision coverage are provided through Blue Care
Network (HMO) or Blue Cross Blue Shield (PPO), dental coverage through
Delta Dental, company-paid life insurance equivalent to twice your
annualized base salary (maximum $600,000) and short and long-term
disability coverage.







	 	 	 
	Separation:
	 	Your employment will be “at will.” Either you or
the Company may terminate your employment at any
time for any reason. 

	 
	Representations:
	 	
You represent and warrant to the Company that
there are no contractual or legal impediments that
restrict your acceptance of this employment in
accordance with the terms set forth herein and
that you will not bring to your employment or use
in connection with such employment any
confidential or proprietary information or
property that you used or had access to by reason
of any previous employment that is the property of
any previous employer.

	 
	Assignment, Successors:
	 	This letter agreement is personal in its nature
and none of the parties hereto shall, without the
consent of others, assign or transfer this letter
agreement or any rights or obligations hereunder,
provided that, in the event of the merger,
consolidation, transfer, or sale of all or
substantially all of the assets of the Company
with or to any other individual or entity, this
letter agreement shall, subject to the provisions
hereof, be binding upon and inure to the benefit
of such successor and such successor shall
discharge and perform all the promises, covenants,
duties, and obligations of the Company hereunder,
and all references herein to the “Company” shall
refer to such successor.







The obligations of the Company set forth in this letter agreement are subject to approval by the
Company’s Board of Directors. All cash amounts referred to herein are subject to applicable tax
withholding. This letter agreement, including the various separate agreements referred to herein,
embodies our entire understanding and supersedes all prior understandings, whether oral or written,
relating to this offer. If there is any conflict between a term of this letter agreement and the
applicable separate agreement referred to herein, the separate agreement will govern. This letter
agreement cannot be amended or otherwise modified except by a writing signed by you and the
Company.


 


 









 




Offer of Employment — Kriss Andrews


ECD/USO offers a challenging and rewarding career with many opportunities. If you have any
questions regarding this letter or ECD/USO, please do not hesitate to call me at 248-364-5631.



As an indication of your acceptance of this offer of employment, please sign this letter and return
the original by mail at your earliest convenience.



Sincerely,




/S/Thomas C. Schultz

Thomas C. Schultz

Vice President Human Resources




Attachments




ACCEPTED:



	 	 	 	 	 
	/s/William C. Andrews
	 	November 10, 2010	 	 

	 
	 	 	 	 

	Signature
	 	Date	 	 







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