Exhibit
10.9


 


	
  

   

  Formerly GT
  Equipment Technologies, Inc.

  	
  Innovative
  Photovoltaic

  Manufacturing
  Solutions

  	
  GT Solar Incorporated

  243 Daniel Webster Highway

  Merrimack, NH 03054, U.S.A.

  
	
   

  	
   

  	
  Phone:

  Fax:

  e-Mail:

  Web:

  	
  +1 603 883 5200

  +1 603 595 6993

  info@gtsolar.com

  www.gtsolar.com

  



 


November 24, 2008


 


Mr. Hoil Kim


150 Fairway Road


Chestnut Hill, MA 02467


 


Dear Hoil:


 


We are pleased to offer you a position at GT Solar Incorporated as Vice
President & General Counsel, reporting to Tom Zarrella, President &
Chief Executive Officer.  Details of this
offer of employment shall include the following:


 


·                  Base Compensation: $305,000
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 Incorporated Executive Incentive Plan (EIP).  During a full year of participation and based
on current plan design, you shall be eligible to receive a target bonus in the
amount of 45% of your base salary at 100% of plan objectives, which, based on
the current plan design for FY 2009, holds the possibility of a payment of up
to 90% of base salary in the event of 
maximum plan performance.  As
special consideration in conjunction with your 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 $45,000 for the FY 2009 plan
year.  This payment shall be disbursed to
you in two installments, $22,500 on the payroll following your start date and
$22,500 at the same time that all executive bonuses are disbursed and are
contingent upon being employed with GT Solar on the date of payment.  Enclosed you will find a sample copy of the
FY 2009 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 Company, you shall be eligible to receive a restricted stock
unit grant of 140,000 RSUs subject to all terms, restrictions, limitations and
terminations set forth in the RSU Agreement and any grant agreement.  Details concerning the RSU grant are included
in the attached RSU agreement.


 


·                  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
your 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.


 


·                  Non-Competition,
Non-Solicitation & Non-Disclosure: Acceptance of employment with GT
Solar Incorporated 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 but will work from time to time at the Boston
offices of Wilmer Hale in accordance with company needs.


 


1


 


	
  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

  


















 


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, Inc.
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 Incorporated.  To indicate your acceptance of this offer,
please sign below.


 


Hoil, we are truly excited about the prospect of your joining the team
at GTSolar.  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

  	
  Hoil Kim

  	
   

  	
   

  
	
  Vice President Human Resources

  	
  Name Print

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Hoil Kim

  	
   

  	
  11/24/08

  
	
   

  	
  (Signature)

  	
   

  	
  (Date)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12/15/08

  	
   

  	
   

  
	
   

  	
  Tentative Start Date

  	
   

  	
   

  



 


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