Exhibit 10.1


 


GT SOLAR INTERNATIONAL, INC.


 


MANAGEMENT INCENTIVE PROGRAM


 


FY 2010


 


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GT SOLAR INTERNATIONAL, INC.


 


MANAGEMENT INCENTIVE PROGRAM


 


FY 2010


 


1.     FISCAL
YEAR 2010


 


The FY 2010 Management Incentive Program (the “Program”)
of GT Solar International, Inc. (the “Company”) shall commence on March 29,
2009 and continue through and including April 3, 2010 (“FY 2010”).


 


2.     ADMINISTRATION


 


The Program shall be administered by the Exeuctive
Management (“Management”). Subject to the provisions of the Program, Management
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 Management Team, or Board of Directors, 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


 


Management shall determine,
in its sole discretion, any and all Participants 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 2010.


 


As soon as practicable after the Participation Date
and from time to time thereafter, the Participant, in
accordance with their manager and with Section 5(B)(iii) below,
shall adopt in writing certain goals and objectives (“MBO Goals”) to be
achieved by Participant over the course of FY 2010.  Such goals and objectives may vary among
Participants.


 


4.     Plan
Performance Components


 


A.                                    Incentive
Operating Income


 


“Incentive Operating Income” for FY 2010 means, on a
consolidated basis, income (loss) from operations for such period as reported
in the company’s Form 10-K, adjusted to 


 


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exclude the effect of (a) stock compensation
expense, (b) any costs of persons other than the company, its officers and
directors, which the Company has incurred under the GT Solar Holdings LLC
Limited Liability Company agreement and (c) any
extraordinary income (e.g., proceeds from any legal action) or expenses in the
reasonable determination of the compensation committee.


 


Incentive Operating Income for FY 2010 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 Incentive Operating
Income calculation shall be final and binding.


 


For FY 2010, the Company’s
target Incentive Operating Income shall be set forth in each Participant’s
Participant Agreement (the “Target Incentive Operating Income”).  Please note this figure is Company Confidential and
not to be disclosed externally.


 


B.                                    Incentive
Ending Cash Balance


 


“Incentive Ending Cash Balance” for the incentive plan year
means “cash and cash equivalents” as reported in the Company’s Form 10-K, (a) reduced
by any portion of accounts payable or accrued expenses attributable to the
negotiation of any revised terms with suppliers 
resulting in additional operating charges. (i.e. If normal payment terms
are 45 days and actual AP is at 90 days, a reduction of half of the AP balance
from the Ending Cash Balance shall apply); (b) increased by the amount of any costs paid by the Company
during fiscal 2010 on behalf of persons other than the Company, its officers
and directors under the GT Solar Holdings LLC Limited Liability Company
agreement and (c) any extraordinary cash flows in the reasonable
determination of the compensation committee.


 


For FY 2010, the Company’s
target Incentive Ending Cash Balance shall be set forth in each Participant’s
Participant Agreement (the “Target Incentive Ending Cash Balance”).  Please note this figure is Company
Confidential and not to be disclosed externally.


 


C.                                    MBO Goals


 


“MBO Goals” for FY 2010
refers to the goals for each Participant in their respective job function.


 


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 Management
 after the conclusion of FY 2010
following the audit of the Company’s financial statements by its independent
accountants (the “Determination Date”). 
Bonus Payments shall be disbursed following conclusion of the FY 2010
plan year 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.


 


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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 2010, 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 (i) financial performance component
based on Incentive  Operating Income
(weighted 50%), (ii)  financial performance component based on Incentive
Ending Cash Balance (weighted 25%), and (iii) an MBO component (weighted 25%).  Each of these calculations will be
independent of the other; provided that no bonus will be paid if the company
achieves Incentive Operating Income or Incentive  Ending Cash Balance
that is less than 50% of Target Incentive Operating Income or Target Incentive
Ending Cash Balance.


 


The portion of the bonus that
is based on achievement of Incentive Operating Income and Incentive Ending Cash
Balance will be calculated as follows: the applicable payment increases
linearly so that the participant will receive a 0% payment if we achieved 75%
or less of target; a 100% payment if we achieve 100% of target and a 200%
payment if we achieve 120% or more of target. 
Management reserves the right to adjust the formula for unplanned, board
or executive team, approved events.  The
portion of the bonus that is based on the achievement of individual MBOs will
be determined based on the assessment of each participant’s performance as
compared to their MBOs.  In no event
shall a participant’s bonus payment exceed two times such participant’s target
bonus opportunity.


 


(iii)         MBO
Process


 


In order to ensure close alignment with the earned MBO
bonus and each participant’s goal attainment, Management, in consultation with
the CEO, shall retain discretionary authority to determine the MBO bonus based
upon an evaluation of each participant’s performance and contribution during
the plan year.


 


Management shall determine the MBO Goals applicable to
each Participant as follows: Such Participant shall submit to their direct
manager an initial proposal for such Participant’s MBO Goals for FY 2010.  Management shall review such proposal, and at
Management’s sole discretion, shall discuss such proposal with such Participant
and/or modify such proposal.  Although the goal
setting process 


 


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and actual MBO goals may vary
from one participant to the next, 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,
functional, departmental goals and objectives specified for FY 2010.


 


2.                                       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.


 


3.                                       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.


 


4.                                       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.


 


Management shall evaluate
the level of achievement against such Participant’s MBO goals at its sole
discretion and using such criteria as it deems reasonable for each Participant.


 


C.                                    Pro-rata Bonus Payments


 


In the event that the Participation Date of a
Participant occurs after the commencement of FY 2010, 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 2010.  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, 2010, 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.


 


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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.


 


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EXHIBIT
A


 


PARTICIPANT
AGREEMENT


 


GT SOLAR INTERNATIONAL,
INC.


 


PARTICIPANT AGREEMENT TO
THE

MANAGEMENT INCENTIVE PROGRAM


 


Participant
Agreement made as of [DATED] (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 2010 Management 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 March 30, 2009.


 


4.             Incentive
Operating Income.  For FY 2010, the
Incentive Operating Income for purposes of determining Participant’s Bonus
Payment, if any, is $[ ].  Please note
this figure is Company Confidential and not to be disclosed externally.


 


5.             Incentive
Ending Cash Balance.  For FY 2010,
the Incentive Ending Cash Balance for purposes of determining Participant’s
Bonus Payment, if any, is $[  ].  Please
note this figure is Company Confidential and not to be disclosed externally.


 


6.             Target
Bonus.  For purposes of the Program,
Participant’s Target Bonus shall equal $[                        ]
 (representing [      ]%)
of Participant’s base salary during FY 2010. 
Adjustments to base salary during the course of FY 2010, 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.


 


7.             Individual
Goal Achievement.  Participant
acknowledges and agrees that the Bonus Payment, if any, will be subject to
Participant achieving certain goals.  The
criteria used in assessing individual performance, 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


 


8.             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.


 


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9.             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.


 


10.           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.


 


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*   *


 


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


 


 


	
   

  	
  GT
  SOLAR INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Brian P. Logue

  
	
   

  	
   

  	
  Vice President Human
  Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  <<First Name>> <<Last Name>>

  



 


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