Exhibit 10.1


 


GT SOLAR INTERNATIONAL, INC.


 


EXECUTIVE INCENTIVE PROGRAM


 


FY 2009


 





















 


GT SOLAR INTERNATIONAL, INC.


 


EXECUTIVE INCENTIVE PROGRAM


 


FY 2009


 


1.             FISCAL YEAR 2009


 


The FY 2009 Executive Incentive Program (the “Program”)
of GT Solar International, Inc. (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 Compensation
Committee (the “Committee”) of the Board of Directors of the Company
(the “Board”).  Subject to the
provisions of the Program, the Committee 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 Committee 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 Committee shall
determine, in its sole discretion, any and all executives 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, the Committee, in accordance
with Section 5(B)(iv) below, 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.  MBO Goals for the Chief Executive Officer
shall be developed by the Committee following consultation with the Chief
Executive Officer on business priorities for the plan year.


 





















 


4.             Operating Income and
Bookings


 


A.            Operating Income


 


“Operating Income” for FY 2009 means, on a consolidated basis, GAAP net
income and excluding (adding to or subtracting from as appropriate) 
income taxes, interest expense, interest income and other income/expense for
such period.


 


Operating Income for FY 2009 shall be derived from the
audited consolidated financial statements of the Company and its subsidiaries
covering such period, and shall be subject to the review and approval of the
Committee, whose determination of such Operating Income calculation shall be
final and binding.


 


For FY 2009, the Company’s
target Operating Income (the “Target Operating Income”) shall be set
forth in each Participant’s Participant Agreement.


 


B.            Bookings


 


“Bookings” for any period
means the consolidated gross aggregate
amount of commitments for sales by the Company and its subsidiaries of products
and services during such period pursuant to written agreements (either through
customer contracts or customer purchase orders) with customers of the Company
or any of its subsidiaries.   In
order to qualify as a booked order, the order must be considered a “clean
non-contingent order” with a specified delivery schedule.


 


For FY 2009, the
Company’s target Bookings (the “Target Bookings”) shall be set forth in
each Participant’s Participant Agreement.


 


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
Committee 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)           Calculation of Bonus Payment


 


Each Participant’s Bonus
Payment shall equal the sum of the “Financial Performance Component” and such
Participant’s “MBO Component.” 
Notwithstanding anything in this Program to the contrary, in no event
shall a Participant’s Bonus Payment exceed the product of two times such
Participant’s Target Bonus.


 


(iii)         Financial Performance Component


 


Each Participant’s Financial Performance Component shall equal the
product of (X) such Participant’s Target Bonus multiplied by (Y) seventy-five
percent (75%) multiplied by (Z) the Bonus Multiplier.


 


The “Bonus Multiplier” for each Participant shall be determined based
on the “Weighted Performance Factor,” as follows:


 


(a)   The Weighted Performance Factor shall
equal the sum of (X) the product of seventy percent (70%) multiplied by
the Operating Income Factor and (Y) the product of thirty percent (30%)
multiplied by the Bookings Factor.


 


(b)   The Operating Income Factor shall equal
the quotient of the Company’s actual Operating Income for FY 2009 divided by
the Target Operating Income.


 


(c)   The Bookings Factor shall equal the
quotient of the Company’s actual Bookings for FY 2009 divided by the Target
Bookings.


 


(d)   If the Weighted Performance Factor is
equal to or less than 75%, the Bonus Multiplier shall equal 0.  If the Weighted Performance Factor is equal
to 100%, the Bonus Multiplier shall equal 1. 
If the Weighted Performance Factor is less than 100%, the Company shall
decrease the Bonus Multiplier for each Participant by 0.2 for each five percent
(5%) by which the Weighted Performance Factor is below 100% (using linear
interpolation to determine the applicable Bonus Multiplier for any intermediate
decrease).  If the Weighted Performance
Factor is greater than 100%, the Company shall increase the Bonus Multiplier
for each Participant by 0.25 for each five percent (5%) by which the Weighted
Performance Factor is greater than 100% (using linear interpolation to
determine the applicable Bonus Multiplier for any intermediate increase).


 





















 


(e)   The maximum Bonus Multiplier available to
any Participant shall equal 2.


 


(iv)          MBO Component


 


The MBO Component, if any, for each Participant shall be determined as
follows:


 


(a)   If the Committee determines that such
Participant has not met such Participant’s MBO Goals for FY 2009, such Participant’s
MBO Component shall equal 0, subject to the conditions reflected in paragraph
(d.) below.


 


(b)   If the Committee determines that such
Participant has met such Participant’s MBO goals for FY 2009, such
Participant’s MBO Component shall equal the product of (X) such
Participant’s Target Bonus multiplied by (Y) twenty-five percent (25%)
multiplied by (Z) the Bonus Multiplier.


 


(c)   If the Committee determines that such
Participant has substantially exceeded such Participant’s MBO goals for FY
2009, such Participant’s MBO Component shall equal the product of (X) such
Participant’s Target Bonus multiplied by (Y) fifty percent (50%)
multiplied by (Z) the Bonus Multiplier, subject to the conditions
reflected in paragraph (d.) below; provided that such Participant’s MBO
Component shall be capped such that in no event shall such Participant’s Bonus
Payment exceed the product of 2 and such Participant’s Target Bonus.


 


(d)   Discretionary Authority - Each
executive’s MBO bonus shall be calculated as reflected above.  In order to ensure close alignment with the
earned MBO bonus and each participant’s goal attainment, the Committee, in
consultation with the CEO, shall retain discretionary authority to adjust the
MBO bonus up or down based upon an evaluation of each participant’s performance
and contribution during the plan year.


 


The Participant’s MBO Component shall be capped such that in no event
shall such Participant’s Total Bonus Payment exceed the product of 2 (200%)
times such Participant’s Total Target Bonus. The Committee shall determine
whether each Participant has not met, met or substantially exceeded such
Participant’s MBO Goals.  The Committee
shall determine the MBO Goals applicable to each Participant as follows:


 


Such Participant shall submit to the Chief Executive Officer of the
Company an initial proposal for such Participant’s MBO Goals for FY 2009.  The Chief Executive Officer shall review such
proposal, and at the Chief Executive Officer’s sole discretion, discuss such
proposal with such Participant and/or modify such proposal.  The Chief Executive Officer shall then submit
such proposal (after giving effect to any modifications the Chief Executive
Officer may have made in his or her sole discretion) to the Committee.  The Committee shall review such proposal, and
at the Committee’s sole discretion, discuss such proposal with the 


 





















 


Chief Executive Officer, consult with the Board on such proposal,
and/or modify such proposal.


 


Although the specific objectives and their
relative weight in determining each Participant’s MBO Goals will be determined
by the Committee and will vary for each Participant, the following is intended
to provide general guidance regarding the competencies that may be considered
in determining a Participant’s MBO Goals:


 


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 Committee, after
consultation with the Chief Executive Officer and/or the Board at the
Committee’s sole discretion, shall determine such Participant’s MBO Goals 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, 2009, such Participant’s
employment with the Company is terminated for any reason.


 





















 


6.             AUTHORITY


 


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


 


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 Committee, 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 Committee 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.


 


*   *  
*   *   *


 





















 


EXHIBIT
A


 


PARTICIPANT
AGREEMENT


 


GT SOLAR INTERNATIONAL,
INC.


 


PARTICIPANT AGREEMENT TO
THE

EXECUTIVE INCENTIVE PROGRAM


 


Participant
Agreement made as of
[                  ]
(this “Agreement”) between GT Solar International, Inc., a Delaware
corporation (the “Company”), and [                  ]
(“Participant”). 
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the FY 2009 Executive 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
[                  ].


 


4.             Target
Operating Income and Target Bookings.  For purposes of the Program,


 


a.     the FY 2009
Target Operating Income is
$[                          ],
and


 


b.     the FY 2009 Target Bookings shall be
$[                          ],
and the maximum amount of Bookings attributable to the Company’s turnkey
business shall be capped such that bookings credit for non-GT equipment shall
be limited to the first
$[                          ]
in total turnkey bookings inclusive of both GT and non-GT equipment.  In the event the Turnkey business exceeds
$[                          ]
in bookings, only GT equipment shall receive bookings credit beyond the first
$[                          ]
in total turnkey bookings.


 


Please note that the Target Operating Income and
Target Bookings figures are Company Confidential and not to be disclosed
externally.


 


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


 


The table set forth on Annex
1 attached hereto illustrates the Bonus Payment available to Participant at
various Bonus Multiplier benchmarks for FY 2009.


 


6.             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 Committee.  The
criteria used in assessing individual performance, 


 


A-1





















 


the weight to be assigned such criteria and such Participant’s
Performance Achievement Percentage shall be determined by the Committee in its
sole discretion.  The Bonus Payment, if
any, will be calculated in accordance with the Program.


 


7.             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.


 


8.             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.


 


9.             Future Incentive Bonus Plans. 
The Company may in the future adopt one or more incentive plans or
programs, with regard to which the Committee 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.


 


*   *   *  
*   *


 


A-2





















 


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


 


 


	
   

  	
  GT SOLAR INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Participant]

  



 


[Signature Page to Executive Incentive Program Participant Agreement]


 





















 


ANNEX 1


 


Weighted Performance Factor(1)


 


	
   

  	
   

  	
  70%

  	
   

  	
  75%

  	
   

  	
  80%

  	
   

  	
  85%

  	
   

  	
  90%

  	
   

  	
  95%

  	
   

  	
  100%

  	
   

  	
  105%

  	
   

  	
  110%

  	
   

  	
  115%

  	
   

  	
  120%

  	
   

  
	
  Bonus multiplier

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0.2

  	
   

  	
  0.4

  	
   

  	
  0.6

  	
   

  	
  0.8

  	
   

  	
  1

  	
   

  	
  1.25

  	
   

  	
  1.5

  	
   

  	
  1.75

  	
   

  	
  2

  	
   

  
	
  Financial
  performance bonus

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  42,188

  	
   

  	
  $

  	
  84,375

  	
   

  	
  $

  	
  126,563

  	
   

  	
  $

  	
  168,750

  	
   

  	
  $

  	
  210,938

  	
   

  	
  $

  	
  263,672

  	
   

  	
  $

  	
  316,406

  	
   

  	
  $

  	
  369,141

  	
   

  	
  $

  	
  421,875

  	
   

  
	
  MBO bonus if
  objectives met

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  14,063

  	
   

  	
  $

  	
  28,125

  	
   

  	
  $

  	
  42,188

  	
   

  	
  $

  	
  56,250

  	
   

  	
  $

  	
  70,313

  	
   

  	
  $

  	
  87,891

  	
   

  	
  $

  	
  105,469

  	
   

  	
  $

  	
  123,047

  	
   

  	
  $

  	
  140,625

  	
   

  
	
  Total cash
  compensation (including Base Salary)

  	
   

  	
  $

  	
  375,000

  	
   

  	
  $

  	
  375,000

  	
   

  	
  $

  	
  431,250

  	
   

  	
  $

  	
  487,500

  	
   

  	
  $

  	
  543,750

  	
   

  	
  $

  	
  600,000

  	
   

  	
  $

  	
  656,250

  	
   

  	
  $

  	
  726,563

  	
   

  	
  $

  	
  796,875

  	
   

  	
  $

  	
  867,188

  	
   

  	
  $

  	
  937,500

  	
   

  
	
  Financial
  performance bonus

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  42,188

  	
   

  	
  $

  	
  84,375

  	
   

  	
  $

  	
  126,563

  	
   

  	
  $

  	
  168,750

  	
   

  	
  $

  	
  210,938

  	
   

  	
  $

  	
  263,672

  	
   

  	
  $

  	
  316,406

  	
   

  	
  $

  	
  369,141

  	
   

  	
  $

  	
  421,875

  	
   

  
	
  Maximum possible
  MBO bonus if objectives substantially exceeded

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  28,125

  	
   

  	
  $

  	
  56,250

  	
   

  	
  $

  	
  84,375

  	
   

  	
  $

  	
  112,500

  	
   

  	
  $

  	
  140,625

  	
   

  	
  $

  	
  175,781

  	
   

  	
  $

  	
  210,938

  	
   

  	
  $

  	
  193,359

  	
   

  	
  $

  	
  140,625

  	
   

  
	
  Total cash compensation
  (including Base Salary)

  	
   

  	
  $

  	
  375,000

  	
   

  	
  $

  	
  375,000

  	
   

  	
  $

  	
  445,313

  	
   

  	
  $

  	
  515,625

  	
   

  	
  $

  	
  585,938

  	
   

  	
  $

  	
  656,250

  	
   

  	
  $

  	
  726,563

  	
   

  	
  $

  	
  814,453

  	
   

  	
  $

  	
  902,344

  	
   

  	
  $

  	
  937,500

  	
   

  	
  $

  	
  937,500

  	
   

  



 






(1) This table uses
a Base Salary of 375,000 and a Target Bonus of 75%, and shall be adjusted based
on each Participant’s individual figures.