ex10-35.htm


    Exhibit 10.35

    Amendment
to

    Employment
Agreement

    


    This Amendment is made effective as of
July 28, 2009 by and between First Solar, Inc. a Delaware corporation having its
principal office at 350 West Washington Street, Suite 600, Tempe, Arizona 85281
(hereinafter “Employer”) and Mary Elizabeth Gustafsson (hereinafter
“Employee”)

    


    WITNESSETH:

    


    WHEREAS,
Employer and Employee are party to an Employment Agreement dated as of February
20, 2009 (the “Employment Agreement”);

     

    WHEREAS,
at its meeting on July 28, 2009, the Compensation Committee of the Board of
Directors authorized an amendment to the Employment Agreement to provide for
100% vesting of the unvested portion of Employee’s new hire equity grant in the
event Employee’s employment terminates without “cause” (as defined in the
Employment Agreement);

     

    WHEREAS,
the parties wish to memorialize this action by amending the Employment Agreement
accordingly;

     

    NOW, THEREFORE, in consideration of the
foregoing premises, and the mutual covenants, terms and conditions set forth
herein, and intending to be legally bound hereby, Employer and Employee hereby
agree that the Employment Agreement is amended as provided herein.

    


    1.           Section
1.5(d) of the Employment Agreement currently reads in its entirety as
follows:

    


    (d)           Equity Award
Vesting.

    


    (i)           Vesting of Hiring Grant On
Termination without Cause.  If Employee’s employment is
terminated by Employer without Cause, the award of 8,000 restricted stock units
granted to Employee by Employer on October 27, 2008 (the “Initial Equity Award”)
shall become fully vested as of the effective date of such termination, to the
extent not then vested.

    


    (ii)           Other Equity
Awards.  In the event of (A) the termination of Employee’s
employment with Employer due to Employee’s death, (B) the termination of
Employee’s employment with Employer due to Disability, or (C) the termination of
Employee’s employment by Employer without Cause, then, except as otherwise
provided in Section 1.5(d)(i) with respect to the Initial Equity Award, Employee
shall on the date of such termination of employment immediately receive an
additional twelve (12) months’ vesting credit with respect to the stock options,
stock appreciation rights, restricted stock and other equity or equity-based
compensation of Employer granted to Employee in the course of her employment
with Employer (such other awards together with the Initial Equity Award,
collectively “Equity Awards”).

    


    (iii)           Effect of
Vesting.  The shares of Employer underlying any restricted
stock units that become vested pursuant to this Section 1.5(d) shall be payable
on the vesting date.  Any of Employee’s stock options and stock
appreciation rights that become vested pursuant to this Section 1.5(d) shall be
exercisable immediately upon vesting and any such stock options and stock
appreciation rights and any of Employee’s stock options and stock appreciation
rights that are otherwise vested and exercisable as of Employee’s termination of
employment shall remain exercisable for ninety (90) days following Employee’s
termination of employment (or such longer period as shall be provided by the
applicable award agreement), provided, that, if during such period Employee is
under any trading restriction due to a lockup agreement or closed trading window
such period shall be tolled during the period of such trading restriction, and
provided, further, that in no event shall any stock option or stock appreciation
right continue to be exercisable after the original expiration date of such
stock option or stock appreciation right.  Notwithstanding anything in
this Section 1.5(d) to the contrary, if Employee’s employment with the Employer
is terminated without Cause and the Release Effective Date shall not occur,
Employee shall forfeit any Equity Awards which vested in accordance with this
Section 1.5(d) and Employee shall execute such documents and take such actions
as are necessary to effect this forfeiture.  In addition, pending the
Release Effective Date, the Company shall adopt restrictions on the liquidity
and transferability of shares acquired pursuant to Equity Awards which vest
under this Section 1.5(d).

    


    (iv)           Conflict with Award
Agreement.  If the terms of Section 1.5(d) of this Agreement
are more favorable to Employee than the terms of any document or agreement
addressing or governing the Equity Awards, the terms of this Agreement shall
apply except that no provision in this Agreement shall operate to extend the
term of any stock option or stock appreciation right beyond its original
expiration date.

    


    
      	
              2.

            	
              Except
      as amended above, the Employment Agreement shall remain in full force and
      effect.

            


    

    


    IN WITNESS WHEREOF, Employer has caused
this Agreement to be executed by one of its duly authorized officers and
Employee has individually executed this Agreement, each intending to be legally
bound, as of the date first above written.

    


    
      	
              EMPLOYER

            	
              EMPLOYEE

            
	
               

               

               

              /s/ Michael J. Ahearn

               

              Michael
      J. Ahearn

              Chief
      Executive Officer

              Chairman

            	
               

               

               

              /s/ Mary Elizabeth Gustafsson

               

              Mary
      Elizabeth Gustafsson

            
	 
      	 
      
	 
      	
              Date:  September
      2, 2009