Exhibit 10.1


 


GT SOLAR INTERNATIONAL,
INC.


 


EXECUTIVE INCENTIVE PROGRAM


 


FY 2010


 


1.             FISCAL YEAR 2010


 


The FY 2010 Executive 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 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 2010.


 


As soon as practicable after the Participation Date
and from time to time thereafter, the Committee, in accordance
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.  MBO Goals for the Chief Executive Officer
shall reflect those of the executive team and be developed by the Committee
following consultation with and proposal by the Chief Executive Officer on
business priorities for the plan year.


 

















 


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 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 goal plan assigned to each individual executive in their
respective job function.  The MBO plan
for FY 2010 is reflected in Exhibit A.


 

















 


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 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.


 


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. 
The Compensation Committee reserves the right to adjust the formula for
unplanned, board approved events.  The
portion of the bonus that is based on the achievement of individual MBOs will
be determined based on the board’s 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, the Committee, 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.


 


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 2010.  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 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 2010.


 


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 2010.


 


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 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.


 


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

EXECUTIVE 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 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 [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 individual goals and standards
identified by the Committee.  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.             MBO Plan.  The executive
MBO plan for FY 2010 for Participant is as follows:


 


GOALS:


 


[                                                      ]


 


1

















 


[                                                      ]


 


[                                                      ]


 


9.             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.


 


10.           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.


 


11.           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:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                            ]

  



 


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