Exhibit 10.1


 


	
  

  	
  GT Solar International, Inc.

  243 Daniel Webster Highway

  Merrimack, NH 03054, U.S.A.

  Phone:   603 883 5200

  Fax:       603
  595 6993

  E-Mail:  info@gtsolar.com

  



 


November 10,
2008


 


Mr. Noel G.
Watson


1111 South Arroyo
Parkway


Pasadena, CA 91101-7084


 


Dear Noel:


 


On behalf of GT
Solar International, Inc. (“GT Solar”), I wish to convey our appreciation
for your decision to join the Board of Directors of GT Solar.  We are very excited about our growth
opportunities, and are pleased that you have decided to help us reach our
objectives.


 


According to its
bylaws, the business and affairs of GT Solar shall be managed by or under the
direction of the Board of Directors.  Our
bylaws also state that Directors shall be elected annually and shall hold office
until the next annual meeting.


 


The Board of
Directors will meet on a regular basis, approximately four times each year, in
addition to the Annual Meeting.  Special
meetings may be called periodically by the Chairman of the Board or the
President and CEO of GT Solar, Thomas Zarrella.


 


Your compensation
as a director will be $30,000 per year, payable quarterly in advance.  In addition, you shall be eligible for
additional fees in conjunction with your service on committees of the Board of
Directors.   A fee schedule outlining the
fees for service on the Board and various committees is attached as Exhibit A.  All Board fees are subject to an aggregate
cap of $75,000 annually per Board member. 
You shall also be eligible for reimbursement for reasonable and customary
food, travel and lodging expenses incurred by you in connection with your
service as a member of the Board.


 


As part of your Board membership, you will receive
17,000 restricted stock units, 8,500 of which will vest on the first
anniversary of the grant and the remaining 8,500 of which will vest on the
second anniversary of the grant. 
However, the restricted stock units shall vest for only so long as you
serve as a member of the Board.


 


Notwithstanding the foregoing, in the event of the
termination of your service as a result of a change in control of GT Solar, the
restricted stock units shall vest according to the following schedule: (i) if
the termination occurs on or before the one year anniversary of your joining
the Board, 8,500 of the restricted stock units shall vest, and (ii) if the
termination occurs during the 12 months immediately following the one year
anniversary of your joining the Board, the remaining 8,500 restricted stock
units shall vest.  Finally, any grant to
you shall be subject to the terms of a Restricted Stock Unit Agreement which
shall be furnished upon issuance of the grant.


 


Your date of election to the Board of Directors will
be Tuesday, November 11, 2008, which shall also be the date of the grant
of your restricted stock units.


 

















 


We are truly excited about the prospect of your
joining our Board.  I am confident that
your work will prove instrumental in helping us build a world-class
company.  Please confirm your acceptance
by executing the enclosed copies of this letter, and returning one copy to GT
Solar, attention Edwin L. Lewis, in the envelope provided. As always, please
feel free to contact me should you wish to discuss any aspect of your service
on GT Solar’s Board of Directors.


 


Sincerely,


 


	
  /s/ J. Bradford Forth

  	
   

  



 


J. Bradford Forth


Chairman


 


cc: Edwin L. Lewis


 


 


	
   

  	
  Accepted:

  
	
   

  	
   

   

  
	
   

  	
  /s/ Noel G. Watson

  
	
   

  	
  Noel G. Watson

  
	
   

  	
   

  
	
   

  	
  Date: 11/11/08

  



 


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EXHIBIT A


 


GT Solar International, Inc.


Board Service Fee Schedule


 


	
  Service Type

  	
   

  	
  Member Fee

  (Annualized)

  	
   

  	
  Chairman Fee

  (Annualized)

  	
   

  
	
  Board Member Service

  	
   

  	
  $

  	
  30,000

  	
   

  	
  Not Applicable

  	
   

  
	
  Audit Committee

  	
   

  	
  $

  	
  7,500

  	
   

  	
  $

  	
  15,000

  	
   

  
	
  Supplemental pre-IPO Audit Committee

  	
   

  	
  $

  	
  7,500

  	
   

  	
  $

  	
  15,000

  	
   

  
	
  Compensation Committee

  	
   

  	
  $

  	
  5,000

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Supplemental pre-IPO Compensation Committee

  	
   

  	
  $

  	
  5,000

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Governance & Nominating Committee

  	
   

  	
  $

  	
  5,000

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Supplemental pre-IPO Governance &
  Nominating Committee

  	
   

  	
  $

  	
  5,000

  	
   

  	
  $

  	
  10,000

  	
   

  



 


Notes:


1.              The annual maximum annual total combined fee for
GT Solar International, Inc. Board Service is $75,000.


 


2.              Fees are disbursed proportionately on a quarterly
basis gross, (less applicable taxes).


 


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