Exhibit 10.6


 


GT SOLAR INCORPORATED


 


MANAGEMENT INCENTIVE PROGRAM


 


FY 2009


 


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GT SOLAR INCORPORATED


 


MANAGEMENT INCENTIVE PROGRAM


 


FY 2009


 


1.                                      FISCAL YEAR 2008


 


The FY 2009 Management Incentive Program (the “Program”)
of GT Solar Incorporated (the “Company”) shall commence on April 1,
2008, and continue through and including March 31, 2009 (“FY 2009”).


 


2.                                      ADMINISTRATION


 


The Program shall be administered by the Executive
Management Team (the “Executive Team”). 
Subject to the provisions of the Program, the Executive Team may
establish from time to time such regulations, provisions, procedures and
conditions of the Program which, in its opinion, may be advisable in the administration
of the Program.  No member of the
Executive Team shall be liable for any action or determination made in good
faith with respect to the administration of the Program, eligibility under the
Program or the bonuses awarded under the Program.


 


3.                                      ELIGIBILITY


 


The Executive Team shall
determine, in its sole discretion, any and all employees of the Company 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
execution of a participant agreement with the Company as set forth in Exhibit A hereto
(a “Participant Agreement”).  Each
Participant Agreement shall be subject to the terms and conditions of the
Program and may contain additional terms and conditions (which may vary from
Participant to Participant).  Unless
otherwise specified in such Participant Agreement, the date on which
Participant is deemed to be a participant in the Program (the “Participation
Date”) shall be the date on which the individual started employment with
the Company during FY 2009.


 


As soon as practicable after the Participation Date
and from time to time thereafter, members of senior management, in consultation with the Executive Team,
shall adopt in writing certain goals and objectives to be achieved by
Participant over the course of FY 2009. 
Such goals and objectives may vary among Participants.


 


4.                                      OPERATING INCOME


 


“Operating Income” for any
period means, on a consolidated basis, GAAP net income, plus interest expense
net of interest income, plus taxes, plus depreciation, plus amortization, for
such period.


 


Operating Income for any period shall be derived from
the audited consolidated financial statements of the Company and its
subsidiaries covering such period, and shall be subject 


 


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to the review and approval of the Executive Team,
whose determination of such Operating Income calculation shall be final and
binding.


 


For FY 2009, the Company’s
target Operating Income shall be $184,476,000 (the “Target Operating Income”).  Please note this figure is Company
Confidential and not to be disclosed externally.


 


5.                                      BONUS PAYMENTS


 


A.                                    Determination Date


 


The amount, if any, to be paid to each Participant
under the Program (the “Bonus Payment”) shall be determined by the
Executive Team after the conclusion of FY 2009 following the receipt of the
Company’s audited financial statements by its independent accountants (the “Determination
Date”).  Bonus Payments shall be
disbursed in the calendar year in which the FY 2009 ends as soon as
administratively practicable after the Determination Date.  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:


 


(i)                                    Target
Bonus


 


The Participant Agreement for each Participant
will specify such Participant’s “Target Bonus” (which will be based upon a
percentage of Participant’s base salary). 
Adjustments to base salary during the course of FY 2009, or partial year
participation due to a start date during the plan year, shall result in a
corresponding adjustment to target bonus eligibility on a pro-rated basis.


 


(ii)                                Bonus
Funding


 


The “Bonus Funding” for each Participant shall be determined by
multiplying the Target Bonus by a Bonus Funding Factor calculated as set forth
below.  Notwithstanding anything in this
Program to the contrary, in no event shall a Participant’s Bonus Funding Factor
exceed 2.


 


(a)          If
the Company’s Operating Income for FY 2009 is equal to the Target Operating
Income, the Bonus Funding Factor shall equal 1.


 


(b)         In
the event that the Company’s FY 2009 Target Operating Income is greater than
the Target Operating Income, the Company shall increase the Bonus Funding
Factor for each Participant by 0.05 for each one percent (1%) the actual FY
2009 Operating Income is above the Target Operating Income (using linear
interpolation to determine the applicable Bonus Funding for any intermediate
increase).  The maximum Bonus Funding
Factor available to any Participant shall be equal to 2.


 


(c)          In
the event that the Company’s actual FY 2009 Operating Income is less than the
Target Operating Income, the Company shall decrease the Bonus 


 


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Funding Factor for each Participant by 0.02 for each one percent (1%)
the actual FY 2009 Operating Income is below the Target Operating Income (using
linear interpolation to determine the applicable Bonus Funding for any
intermediate decrease).  No Bonus Funding
will be available if the Company’s FY 2009 Operating Income is $138,357,000 or
less.


 


The following table illustrates the percentage of the Target Bonus
available to each Participant as Bonus Funding at various Operating Income
benchmarks for FY 2009:


 


Bonus Funding Calculation 


 




	
  Operating Income for FY

  2009

  (Millions)

  	
   

  	
  Percentage of the Target Bonus

  Available as Bonus Funding

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20% Over

  	
   

  	
  200

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  15% Over

  	
   

  	
  175

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  10% Over

  	
   

  	
  150

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  5% Over

  	
   

  	
  125

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Target

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  5% Under

  	
   

  	
  90

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  10% Under

  	
   

  	
  80

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  15% Under

  	
   

  	
  70

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  20% Under

  	
   

  	
  60

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  25% Under

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  < 25% Under

  	
   

  	
  0

  	
  %

  






 


(iii)  Performance Achievement
Percentage and Bonus Payment


 


The Bonus Payment, if any, shall be calculated by multiplying the Bonus
Funding available to each Participant by such Participant’s “Performance
Achievement Percentage.”  Such
Performance Achievement Percentage shall be expressed as a percentage ranging
from 0% to 100% and may vary among Participants.  The Executive Team shall determine the
Performance Achievement Percentage applicable to each Participant after consultation with such other members of
senior management as the Executive Team may choose (such members, the “Evaluation
Group”).  Although the specific
objectives and their relative weight 


 


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in determining each Participant’s Performance
Achievement Percentage will be determined by the Executive Team (after
consultation with the Evaluation Group) and will vary for each Participant (and
the composition of the Evaluation Group may vary among Participants), the
following is intended to provide general guidance regarding the competencies
that may be considered in assigning a Performance Achievement Percentage:


 


1.                                       Achieving corporate goals and
objectives specified for FY 2009.


 


2.                                       Developing and executing plans and functional goals
that directly and/or indirectly influence the organization’s ability to achieve
its financial goals for FY 2009.


 


3.                                       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.


 


4.                                       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.


 


5.                                       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.


 


6.                                       Achievement of functional financial
measurements.


 


The Executive Team, after consultation with the Evaluation Group, shall
determine each Participant’s Performance Achievement Percentage at its sole
discretion and using such criteria as it deems reasonable for each Participant
with reference to each Participant’s specific functional objectives.


 


C.                                    Pro-rata
Bonus Payments


 


In the event that the Participation Date of a
Participant occurs after the commencement of FY 2009, such Participant shall be
eligible for a pro-rated Bonus Payment calculated based on the number of days
such Participant was employed by the Company during FY 2009.  Unless otherwise provided in a written
agreement between the Company and Participant, no Participant shall be entitled
to receive a Bonus Payment if, prior to March 31, 2008, such Participant’s
employment with the Company is terminated for any reason.


 


6.                                      AUTHORITY


 


The Executive Team shall have final authority to make
all determinations specified in or permitted or deemed necessary under the
Program.


 


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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 the Executive Team, 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 Agreement shall be determined in
accordance with the laws of the State of New Hampshire.


 


E.                                      Amendment
and Termination of Program


 


The Executive Team 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.                                      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 INCORPORATED


 


PARTICIPANT AGREEMENT TO
THE

MANAGEMENT INCENTIVE PROGRAM


 


Participant Agreement made as of April 1,
2008 (this “Agreement”) between GT Solar Incorporated (the “Company”), and            
(“Participant”).  Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the FY
2009 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 as Exhibit A is a
copy of the Program.  Participant hereby
acknowledges receipt of a copy of the Program and agrees to be bound by all
terms and provisions thereof.


 


3.                                       Participation
Date.  Participant’s Participation
Date shall be April 1, 2008.


 


Target Bonus.  For purposes of the Program, Participant’s
Target Bonus shall equal $        (representing        
%) of Participant’s base salary during FY 2009.


 


If the Company’s Operating
Income for FY 2009 is higher or lower than the Target Operating Income, the
Bonus Funding would increase or decrease respectively according to the Program
as illustrated on the following table:


 




	
  Operating Income for 

  FY 2009 (Millions)

  	
   

  	
  Percentage of the

  Target Bonus

  	
   

  	
  Bonus Funding

  Available to

  Participant

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20% Over

  	
   

  	
  200

  	
  %

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15% Over

  	
   

  	
  175

  	
  %

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10% Over

  	
   

  	
  150

  	
  %

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5% Over

  	
   

  	
  125

  	
  %

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Target

  	
   

  	
  100

  	
  %

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5% Under

  	
   

  	
  90

  	
  %

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10% Under

  	
   

  	
  80

  	
  %

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15% Under

  	
   

  	
  70

  	
  %

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20% Under

  	
   

  	
  60

  	
  %

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25% Under

  	
   

  	
  50

  	
  %

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  <20% Under

  	
   

  	
  0

  	
  %

  	
  $

  	
   

  	
   

  






 


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Note: 
Actual target bonus may be pro-rated due to any salary adjustments or
partial year participation due to start date during the plan year.


 


4.                                       Individual Goal Achievement. 
Participant acknowledges and agrees that the Bonus Payment, if any, will
be subject to Participant achieving certain individual goals and standards
identified by the Executive Team.  The
criteria used in assessing individual performance, the weight to be assigned
such criteria and such Participant’s Performance Achievement Percentage shall
be determined by the Executive Team in its sole discretion.  The Bonus Payment, if any, will be calculated
in accordance with the Program.


 


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


 


6.                                       Complete Agreement. 
This Agreement, those documents expressly referred to herein 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.


 


7.                                       Future Incentive Bonus Plans. 
The Company may in the future adopt one or more incentive plans or
programs, with regard to which the Executive Team 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 Agreement shall be understood to grant or guarantee
Participant a right to participate in any such plan or program.


 


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*   *


 


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IN WITNESS WHEREOF, the Company and Participant have
executed this Agreement as of the date first above written.


 


	
   

  	
  GT SOLAR INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant Name