Exhibit
10.71


 




	
  

   

  Formerly GT Equipment Technologies, Inc.

   

  	
   

   

   

  Innovative
  Photovoltaic

  Manufacturing
  Solutions

   

  	
   

  	
  GT Solar
  Incorporated

  243 Daniel
  Webster Highway

  Merrimack, NH
  03054, U.S.A.

  Phone:  +1
  603 883 5200

  Fax:      +1
  603 595 6993

  e-Mail:  info@gtsolar.com

  Web:     www.gtsolar.com

  






 


January 28, 2008


 


Mr. Richard Johnson


53 Jefferson Road


Franklin, MA 02038


 


Dear Richard:


 


We are pleased to offer you a position at GT Solar Incorporated as Vice President Finance & Corporate Controller.  In this role you will report directly to
me.  Terms of this offer shall include
the following:


 


·                  Base
Compensation: $235,000 per
annum paid proportionately on a bi-weekly basis.


 


·                  Management
Incentive Plan (MIP): As a member of the senior management team, you
shall be eligible to participate in the GT Solar Incorporated Management
Incentive Plan (MIP).  Your annual target
bonus shall be 25% of your base salary at 100% of
plan objectives.   The plan for FY 2008
maintains an upside potential of up to 3x target bonus for performance that
exceeds plan targets.  Bonus criteria
shall be comprised of a combination of corporate EBITDA targets and Individual
/ Functional plan objectives.  A draft
copy of the MIP plan is included for your preliminary review.  Please note that the incentive plan and its
associated terms and conditions shall be pro-rated for partial year
participation FY 2008 and are subject to change in the future at the discretion
of the Compensation Committee of the GT Solar Board of Directors.


 


·                  Stock Option: You shall
receive an option to purchase shares of common stock of the company.  The number of shares of common stock
underlying the option shall be 10,000 by the
per share stock option exercise price. 
The per share stock option exercise price shall be determined by the
board of directors following completion of a company valuation by an
independent third party and shall be no less than the fair market value per
share of the common stock on the grant date. 
The option will vest for only so long as you are employed by the
company.  The shares underlying the
option shall vest according to the following schedule: 25% of the shares shall
vest on the one year anniversary of the grant, followed by vesting of 1/48th of the shares per month during the next 36
months.


 


·                  Signing
Bonus: The Company shall provide you with a sign-on bonus in the amount of $25,000.  The signing
bonus shall be payable on the payroll following your start date and shall be
paid gross less applicable taxes.


 


·                  Bonus
Reimbursement: The Company acknowledges the possibility that you
may forego a bonus with your current employer in accepting employment at this
time with GT Solar.  Accordingly, GT
Solar shall provide you with a one-time reimbursement of up to $250,000 gross less applicable taxes for estimated bonus
foregone associated with your acceptance of employment at GT Solar.   In conjunction with this provision, any
bonus deemed earned and payable to you by your current employer shall serve to
reduce the actual bonus reimbursement paid to you by GT Solar
Incorporated.   The bonus reimbursement
shall be considered recoverable on a pro-rata basis during the first 12 months
of your employment in the event that you voluntarily resign from GT Solar
Incorporated during your first year of employment.


 


·                  Non-Competition,
Non-Solicitation & Non-Disclosure: Acceptance of employment
with GT Solar International, Inc. is contingent upon your execution of a
non-compete, non-solicitation and non-disclosure agreement.  Details of this agreement shall be included in
an Employment Agreement that shall contain all provisions governing your
employment with GT Solar Incorporated.  
For summary purposes, both the non-competition and non-solicitation
provisions shall remain in effect one year post-termination from employment
with GT Solar Incorporated shall survive indefinitely post-employment.


 


·                  Paid Time
Off — At present time, you will be eligible to receive paid time off
annually in the amount of 3 weeks for purposes of vacation and 6 days related
to illness.  The company also maintains
11 paid holidays annually.  Vacation pay
is an accrued benefit.  A summary of
benefits available is attached for your preliminary review.


 


	
  Turnkey Production Lines

  	
   

  	
  Individual Equipment

  
	
  GTs-WAFFABTM

  	
   

  	
  GT-DSS240TM DSS Furnace

  
	
  GTs-CELFABTM

  	
   

  	
  GT-ATLAS TM Tabber/Stringer

  
	
  GTs-MODFABTM

  	
   

  	
  GT-CTX 2400TM Cell Tester

  
	
   

  	
   

  	
  GT-PVSCAN 8000 Optical
  Characterization

  
	
   

  	
   

  	
  More ...
  www.gtsolar.com

  



 


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As a condition of employment, you are required to show proof of
citizenship, permanent residency in the U.S., or authorization to work in the
U.S. within three business days of your date of hire.  Please note that this letter should not be
construed as an employment contract between you and the Company.  All employees at GT Solar Incorporated are
considered employees at-will.


 


Richard, we are truly excited about the prospect of your joining the
team at GT Solar Incorporated.  We are
confident that you will find your association with the company both challenging
and rewarding.   Please feel free to
contact me at 603-681-3805 to discuss at your earliest convenience.


 


 


	
  Warmest regards,

  	
  Agreed and acknowledged:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Robert Woodbury

  	
   

  	
   

  	
   

  
	
  Chief Financial Officer

  	
  Richard E. Johnson

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
  (Date)

  



 


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