Exhibit 10.54


 


GT Solar Incorporated


243 Daniel Webster Highway

Merrimack, New Hampshire 03054


 


EMPLOYMENT AGREEMENT AMENDMENT FOR CODE SECTION 409A


 


December 31, 2008


 


Thomas
M. Zarrella


2
Orchard Road


Gloucester,
MA 01930


 


Dear
Mr. Zarrella,


 


This letter agreement (the “Amendment”) shall
amend the Employment Agreement  (the
“Employment Agreement”), dated as of December 30, 2005, between you
(the “Executive”) and GT Equipment Technologies, Inc. (now known as
GT Solar Incorporated, the “Company”). 
All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Employment Agreement.  Except as modified by this Amendment, the
Employment Agreement shall remain in full force and effect, and this Amendment
shall not serve in any manner as a waiver or a novation of the Executive’s
duties or obligations under the Employment Agreement; provided, that in the
event that any provision in this Amendment conflicts with the Employment
Agreement or any other agreement, policy, plan or arrangement between the
Executive and the Company, the terms of this Amendment shall govern.


 


You agree and acknowledge that notwithstanding any
other provision of the Employment Agreement to the contrary, the Employment
Agreement is hereby amended as follows:


 


1.                                       The first
paragraph of Section 4(d) of the Employment Agreement is amended and
restated in its entirety as follows:


 


“If the Executive’s employment is terminated
by the Executive for “Good Reason” (as defined below) or by the Company for any
reason other than (i) the Executive’s death or Disability or (ii) for
Cause, and provided that the Executive shall have entered into a release of
claims in favor of the Company in a form acceptable to the Company (the “Release”)
and such Release is executed and no longer subject to revocation, in each case
within 60 days of the Termination Date, and also provided that the Executive
has complied with the Release and the “Restrictive Covenant Agreement” (as
defined below), the Executive shall be entitled to the following:”


 


2.                                       Clause (iii) of
Section 4(d) of the Employment Agreement is amended and restated in
its entirety as follows:


 


“(iii) cash severance payments equal in
the aggregate to the Executive’s annual Base 


 

















 


Salary at the time of termination, payable in
twelve (12) equal monthly installments beginning as provided in Section 4(f)
below and delayed as required in Section 5 below; and”


 


3.                                       A new Section 4(f) is
added to the Employment Agreement as follows:


 


“Once the Release described
in Section 4(d) is executed and no longer subject to
revocation then the following shall apply:


 


(i)                                     To the extent any cash
payment or continuing benefit to be provided under Section 4(d) is
not “deferred compensation” for purposes of Internal Revenue Code Section 409A
and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”),
then such payment or benefit shall commence upon the first scheduled payment
date immediately after the date the Release is executed and no longer subject
to revocation (the “Release Effective Date”).  The first such cash payment shall include
payment of all amounts that otherwise would have been due prior to the Release
Effective Date under the terms of this Agreement applied as though such
payments commenced immediately upon the Termination Date, and any payments made
thereafter shall continue as provided herein. 
The delayed benefits shall in any event expire at the time such benefits
would have expired had such benefits commenced immediately following the
Termination Date.


 


(ii)                                  To the extent any cash
payment or continuing benefit to be provided under Section 4(d) is
“deferred compensation” for purposes of Code Section 409A, then such
payments or benefits shall be made or commence upon the sixtieth (60) day
following the Termination Date.  The
first such cash payment shall include payment of all amounts that otherwise
would have been due prior thereto under the terms of this Agreement had such
payments commenced immediately upon the Executive’s termination of employment,
and any payments made thereafter shall continue as provided herein.”


 


4.                                       A new Section 5
is added to the Employment Agreement as follows:


 


“Section 5.  Section 409A Compliance.


 


(a)                                  The intent of the parties is
that payments and benefits under this Agreement comply with Code Section 409A
and, accordingly, to the maximum extent permitted, this Agreement shall be
interpreted to be in compliance therewith. 
In no event whatsoever shall the Company be liable for any additional
tax, interest or penalty that may be imposed on the Executive by Code Section 409A
or damages for failing to comply with Code Section 409A.


 


(b)                                 A termination of employment
shall not be deemed to have occurred for purposes of any provision of this
Agreement providing for the payment of any amounts or benefits upon or
following a termination of employment unless such termination is also a “separation
from service” within the meaning of Code 


 


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Section 409A and, for purposes of any
such provision of this Agreement, references to a “termination,” “termination
of employment” or like terms shall mean “separation from service.”


 


(c)                                  Notwithstanding any other
payment schedule provided herein to the contrary, if the Executive is deemed on
the date of termination to be a “specified employee” within the meaning of that
term under Code Section 409A(a)(2)(B), then each of the following shall
apply:


 


(i)                                     With regard to
any payment that is considered deferred compensation under Code Section 409A
payable on account of a “separation from service,” such payment shall be made
on the date which is the earlier of (A) the expiration of the six
(6)-month period measured from the date of such “separation from service” of
the Executive, and (B) the date of the Executive’s death (the “Delay
Period”) to the extent required under Code Section 409A.  Upon the expiration of the Delay Period, all
payments delayed pursuant to this Section 5 (whether they would
have otherwise been payable in a single sum or in installments in the absence
of such delay) shall be paid to the Executive in a lump sum, and all remaining
payments due under this Agreement shall be paid or provided in accordance with
the normal payment dates specified for them herein; and


 


(ii)                                  To the extent
that any benefits to be provided during the Delay Period is considered deferred
compensation under Code Section 409A provided on account of a “separation
from service,” and such benefits are not otherwise exempt from Code Section 409A,
the Executive shall pay the cost of such benefits during the Delay Period, and
the Company shall reimburse the Executive, to the extent that such costs would
otherwise have been paid by the Company or to the extent that such benefits
would otherwise have been provided by the Company at no cost to the Executive,
the Company’s share of the cost of such benefits upon expiration of the Delay
Period, and any remaining benefits shall be reimbursed or provided by the
Company in accordance with the procedures specified herein.


 


(d)                                 To the extent that any
agreement provides for the reimbursement of expenses or the provision of
in-kind benefits that constitute “non-qualified deferred compensation” under
Code Section 409A, the following shall apply: (i) all expenses or
other reimbursements under an agreement shall be made on or prior to the last
day of the taxable year following the taxable year in which such expenses were
incurred by the Executive; (2) any right to reimbursement or in kind
benefits is not subject to liquidation or exchange for another benefit; and (3) no
such reimbursement, expenses eligible for reimbursement, or in-kind benefits
provided in any taxable year shall in any way affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year.


 


(e)                                  For purposes of Code Section 409A,
the Executive’s right to receive any 


 


3

















 


installment payment pursuant to this
Agreement shall be treated as a right to receive a series of separate and
distinct payments.


 


(f)                                    Notwithstanding any other
provision of this Agreement to the contrary, in no event shall any payment
under this Agreement that constitutes “deferred compensation” for purposes of
Code Section 409A be subject to offset by any other amount unless otherwise
permitted by Code Section 409A.”


 


[Signature page follows]


 


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  Sincerely,

  
	
   

  	
   

  
	
   

  	
  GT SOLAR INCORPORATED

  
	
   

  	
   

  
	
   

  	
  /s/Brian P. Logue

  
	
   

  	
   

  
	
   

  	
  By: Brian P. Logue

  
	
   

  	
  Its: Vice President, Human Resources

  



 


 


	
  ACCEPTED AND AGREED:

  	
   

  
	
   

  	
   

  
	
  /s/Thomas M. Zarrella

  	
   

  
	
   

  	
   

  
	
  Thomas M. Zarrella

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date: December 31, 2008

  	
   

  



 


[Signature Page to Employment
Agreement Amendment]