Exhibit 10.53


 


GT Solar Incorporated


243 Daniel Webster Highway


Merrimack, New Hampshire 03054


 


EMPLOYMENT AGREEMENT AMENDMENT FOR CODE SECTION 409A


 


December 30, 2008


 


Jeffrey
J. Ford


20
Woodbriar Lane


Rochester,
New York 14624


 


Dear Mr. Ford,


 


This
letter agreement (the “Amendment”) shall amend the Employment Agreement  (the “Employment Agreement”), dated
as of June 1, 2006 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.                                       Section 3(c) of the Employment
Agreement is amended and restated in its entirety as follows:


 


“(c) Long-Term
Incentive.  The Executive shall be
considered for equity awards by GT Solar International, Inc. or the
Company, subject to approval of the Board. 
Additionally, Executive will be paid a “stay” bonus of $25,000 within
thirty (30) days following both of the first and second anniversaries of the
Executive’s employment with the Company.”


 


2.                                       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:”


 


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


 


“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”


 


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


 


“(f) 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 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.


 


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


 


“5.                                 Section 409A
Compliance.


 


(a)                                  The intent of the parties is that payments and benefits
under this Agreement comply with Internal Revenue Code Section 409A and
the regulations and guidance promulgated thereunder (collectively “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.


 


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(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 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 (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.


 


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(e)                                  For purposes of Code Section 409A, the Executive’s
right to receive any 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/Jeffrey J.
  Ford

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Jeffrey J. Ford

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: December 30, 2008

  	
   

  	
   

  



 


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