Exhibit 10.50


 


GT Solar
International, Inc.


243
Daniel Webster Highway

Merrimack, New Hampshire 03054


 


EMPLOYMENT
AGREEMENT AMENDMENT FOR CODE SECTION 409A


 


December 31,
2008


 


Robert W. Woodbury


13 Plumbley Rd.


Upton, MA 01568


 


Dear Mr. Woodbury,


 


This letter agreement
(the “Amendment”) shall amend the Employment Agreement  (the “Employment Agreement”), dated
as of January 2, 2008, between you (the “Executive”) and GT Solar
International, Inc. (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.                                       Clause (i) of paragraph 4(b) of
the Employment Agreement is amended and restated in its entirety as follows:


 


“continue to receive his Base Salary (paid in accordance with the
Company’s general payroll practices in effect on the Termination Date) as
special severance payments from the Termination Date for a period of twelve
(12) months thereafter (the “Severance Period”) as provided in
paragraph 4(h) and delayed as required in paragraph 4(i) below (the
date on which Executive’s employment under this Agreement terminates for any
reason shall be referred herein as the “Termination Date”); and”


 


2.                                       Clause (ii) of paragraph 4(b) of
the Employment Agreement is amended as follows:


 


The parenthetical
at the end of  the first sentence
beginning “provided that if any stock of the Company...” and concluding “if
earlier, upon Executive’s death” is deleted and replaced with the
non-parenthetical clause “and subject to the provisions of Paragraph 4(h) and
4(i) below.”


 


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


 

















 


“(h) Once the General Release described in
paragraph 4(b) 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
paragraph 4(b) 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 General
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
paragraph 4(b) 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 Executive’s termination of employment, and any payments made
thereafter shall continue as provided herein.”


 


4.                                       A new paragraph 4(i) is added to the
Employment Agreement as follows:


 


“(i) Section 409A Compliance


(i)                                   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 Executive by Code Section 409A
or damages for failing to comply with Code Section 409A.


 


(ii)                                               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.”


 


(iii)                                            Notwithstanding any other payment schedule provided
herein to the contrary, if Executive is deemed on the date of termination to be
a “specified


 


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employee” within the meaning of that
term under Code Section 409A(a)(2)(B), then each of the following shall
apply:


 


(A)                              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
Executive, and (B) the date of 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 paragraph 4(i) (whether they would have
otherwise been payable in a single sum or in installments in the absence of
such delay) shall be paid to 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


 


(B)                                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,
Executive shall pay the cost of such benefits during the Delay Period, and the
Company shall reimburse 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 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.


 


(iv)                                           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 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.


 


(v)                                              For purposes of Code Section 409A, 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.


 


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(vi)                                           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 INTERNATIONAL,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/Brian P. Logue

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Brian P. Logue

  
	
   

  	
   

  	
  Its: Vice President,
  Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/Robert W.
  Woodbury, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Robert W.
  Woodbury, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:
  December 31, 2008

  	
   

  	
   

  



 


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