Exhibit
10.2


 


	
  

  	
   

  	
  GT Solar
  Incorporated

  
	
   

  	
  243 Daniel
  Webster Highway

  
	
  Innovative
  Photovoltaic

  	
  Merrimack, NH
  03054, U.S.A.

  
	
   

  	
  Manufacturing
  Solutions

  	
  Phone:

  	
  +1 603 883 5200

  
	
   

  	
   

  	
  Fax:

  	
  +1 603 595 6993

  
	
   

  	
   

  	
  e-Mail:

  	
  info@gtsolar.com

  
	
   

  	
   

  	
  Web:

  	
  www.gtsolar.com

  



 


February 1, 2010


 


Mr. Richard Gaynor


1⁄2 Split Rock Road


Exeter, NH 03833


 


Dear Rick:


 


This offer supersedes our letter of January 27, 2010.  We are pleased to offer you a position at GT
Solar International, Inc. as Chief Financial Officer, reporting to Tom
Gutierrez, President & Chief Executive Officer.  Details of this offer of employment shall
include the following:


 


·                  Base Compensation: $320,000 per annum paid proportionately on a bi-weekly
basis.


 


·                  Executive Incentive
Compensation Plan: As a member of the Executive Staff, you shall be eligible to
participate in the GT Solar Executive Incentive Plan (EIP).  During a full year of participation you shall
be eligible to receive a target bonus in the amount of 60%
of your base salary at 100% of plan objectives. 
As special consideration in conjunction with this offer of employment
and in recognition of the proximity of your planned start date in relation to
the end of the plan year, you will be guaranteed a flat payment of $85,000 for the FY 2010 plan year.  This payment shall be disbursed to you in two
installments, $42,500 on the payroll following
your start date and $42,500 at the
same time that all executive bonuses are disbursed for FY 10.  Enclosed you will find a sample copy of the
FY 2010 Plan for informational purposes.


 


·                  Equity Plan: In conjunction
with this offer of employment and subject to the approval of the Board of
Directors of the GT Solar, you shall be eligible to receive an equity grant
consisting of 124,316 restricted stock units and
236,791 stock options respective stock
option and RSU Agreements.  The
restricted stock units shall vest 25% each year on the anniversary of their
issuance.  The stock options shall vest
25% on the anniversary of their issuance and 1/48th for each month
thereafter.  Vesting is contingent upon
continued employment with GT Solar. 
Sample agreements shall be furnished by our legal department pending
grant approval by the Board of Directors.


 


·                  Severance Package:  The company shall furnish you with a
severance package such that, in the event of the termination of your employment
involuntarily by the company for reasons other than for cause or voluntarily by
you for good reason (each as defined in the employment agreement between the
company and you), you shall receive salary continuation at your base salary
compensation rate at the time of such termination of employment and medical and
dental insurance continuation for a period of 12
months following the termination of your employment.  Eligibility to receive severance shall be
contingent upon the execution of a waiver and release.  Details of the severance benefit shall be
included in your Employment Agreement which shall be furnished under separate
cover from our Legal Department.


 


·                  Non-Competition,
Non-Solicitation & Non-Disclosure: Acceptance of employment with GT
Solar 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 which 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, Inc.  Non-disclosure 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 detailed summary of benefits available is
attached for your preliminary review. 
Please note the company is reviewing elements of its benefits program at
this time.  A summary of the benefits
available is attached for your preliminary review.  More detailed descriptions of these programs
shall be made available to you upon joining GT Solar.


 


·                  Location — You will be based
at the headquarters in Merrimack.


 

















 


You represent that you are not by bound by any employment contract,
restrictive covenant or other restriction preventing you from entering into
employment with or carrying out your responsibilities for the company, or wish
is any way inconsistent with the terms of this letter.


 


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.  Employment with GT Solar is contingent upon
satisfactory completion of background verification and drug screening.  This letter together with your employment
agreement with GT Solar sets forth the terms of your employment with GT Solar
and shall supersede any prior representations or agreements, whether written or
oral relating to the terms of your employment. 
This letter may only be modified by a written agreement signed by you
and the President & CEO of GT Solar. 
To indicate your acceptance of this offer, please sign below.


 


Rick, we are truly excited about the prospect of your joining the team
at GT Solar.  We are confident that you
will find your association with the company both challenging and rewarding.  Please feel free to contact me at
603.858.2239 to discuss at your earliest convenience.


 


 


	
  Warmest regards,

  	
   

  	
  I accept this offer of employment as stated herein, I am not relying
  on any representations other than as set forth above:

  
	
   

  	
   

  	
   

  
	
  /s/ Brian P. Logue

  	
   

  	
   

  
	
  Brian P. Logue

  	
   

  	
  Richard Gaynor

  	
   

  	
   

  
	
  Vice President Human Resources

  	
   

  	
  Name Print

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Richard
  Gaynor

  	
   

  	
  2/1/2010

  
	
   

  	
   

  	
  (Signature)

  	
   

  	
  (Date)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  March 1, 2010

  	
   

  	
   

  
	
   

  	
   

  	
  Tentative Start Date