EXHIBIT 10.3


 


CONSULTING
AGREEMENT


 


THIS CONSULTING
AGREEMENT (the “Agreement”) is entered into by GT Solar International, Inc.,
a Delaware corporation (the “Company”), and Edwin Lewis (the “Consultant”).


 


WHEREAS, the
Company desires to retain the services of the Consultant and the Consultant
desires to perform certain services for the Company; and


 


WHEREAS, the
Consultant is in the business of providing such services and has agreed to
provide such services pursuant to the terms and conditions set forth in this
Agreement;


 


NOW, THEREFORE
in consideration of the mutual covenants and promises contained herein and
other good and valuable consideration, the receipt and sufficiency which is
hereby acknowledged by the parties hereto, the parties agree as follows:


 


1.                                       Job To Be Performed. 
Between December 17, 2008 (the “Effective Date”) and December 17,
2009 (the “Consulting Period”) the Consultant will assist in transitioning his
responsibilities as Vice President & General Counsel and provide legal
consulting to the Company as may be reasonably requested by the Company from
time to time (collectively, the “Services”). 
The Consultant agrees to provide up to 300 hours to the performance of
the Services.


 


2.                                       Consultant.  It is the
express intention of the parties to this Agreement that the Consultant is an
independent contractor and not an employee, agent, joint venturer or partner of
the Company for any purposes whatsoever. 
The Consultant shall not be entitled to any benefits that the Company
may make available to employees from time to time.  The Consultant shall be solely responsible
for all state and federal income taxes, unemployment insurance and social
security taxes and for maintaining adequate workers’ compensation insurance
coverage for himself.


 


(a)                                  Performance of Services.  The Consultant shall have the right to control and
determine the time, place, methods, manner and means of performing the
Services.  In performing the Services,
the amount of time devoted by the Consultant on any given day will be entirely
within the Consultant’s control, and the Company will rely on the Consultant to
put in the necessary number of hours as are necessary to fulfill the
requirements of the Agreement.


 


(b)                                 Final Results. 
In the performance of the Services, the Consultant has the authority to
control and direct the performance of the details of the Services, the Company
being interested only in the results obtained. 
However, the Services contemplated by this Agreement must meet the Company’s
standards and approval and shall be subject to the Company’s general right of
inspection and supervision to secure their satisfactory completion.


 

















 


(c)                                  Non-Exclusivity.  The Consultant retains the right to contract with
other companies or entities for his consulting services without restriction.  Likewise, the Company retains a reciprocal
right to contract with other companies and/or individuals for consulting
services without restriction.


 


(d)                                 Scope of Authority. 
The Consultant is not authorized to assume or create any obligation or
responsibility, express or implied, on behalf of, or in the name of, the
Company or to bind the Company in any manner. 
The Consultant shall not use the Company’s trade names, trademarks,
service names or servicemarks without the prior approval of the Company.  The Consultant is not authorized to transact
business, incur obligations, sell goods, receive payments, solicit orders or
assign or create any obligation of any kind, express or implied, on behalf of
the Company or any of the Company’s related or affiliated entities, or to bind
in any way whatsoever, or to make any promise, warranty or representation on
behalf of the Company or any of the Company’s related or affiliated entities
with respect to any matter, except as expressly authorized in this Agreement or
in another writing signed by an authorized representative of the Company.


 


3.                                       Consulting Fees. 
The Consultant shall submit to the Company quarterly statements, in a
form satisfactory to the Company, of Services performed for the Company in the
applicable time period.  The Company
shall pay to the Consultant consulting fees of $60,000 payable in $15,000
installments at the beginning of each quarter for services to be rendered in
the upcoming quarter.  The statement
submitted by the Consultant should contain the Consultant’s social security
number or employer identification number, address.


 


4.                                       Termination.  Notwithstanding the foregoing, the Company
may terminate the Consultation Period, effective immediately upon receipt of
written notice, if the Consultant breaches or threatens to breach any provision
of this Agreement or his continuing obligations under his Employment Agreement
dated November 7, 2007.


 


5.                                       Proprietary Information. 
The Consultant acknowledges that his relationship with the Company is
one of high trust and confidence and that in the course of his service to the
Company he will have access to and contact with Proprietary Information.  The Consultant agrees that he will not,
during the Consultation Period or at any time thereafter, disclose to others,
or use for his benefit or the benefit of others, any Proprietary Information or
Information.  For purposes of this
Agreement, Proprietary Information shall mean, by way of illustration and not
limitation, all information (whether or not patentable and whether or not
copyrightable) owned, possessed or used by the Company, including, without
limitation, any Invention, formula, vendor information, customer information,
apparatus, equipment, trade secret, process, research, report, technical data,
know-how, computer program, software, software documentation, hardware design,
technology, marketing or business plan, forecast, unpublished financial
statement, budget, license, price, cost and employee list that is communicated
to, learned of, developed or otherwise acquired by the Consultant in the course
of his service as a consultant to the Company.


 


6.                                       Other Agreements. 
The Consultant hereby represents that, except as the Consultant has
disclosed in writing to the Company, the Consultant is not bound by the terms
of 


 


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any agreement with any
third party to refrain from using or disclosing any trade secret or
confidential or proprietary information in the course of his /her consultancy
with the Company, to refrain from competing, directly or indirectly, with the
business of such third party or to refrain from soliciting employees, customers
or suppliers of such third party.  The
Consultant further represents that his/her performance of all the terms of this
Agreement and the performance of his/her duties as a consultant of the Company
do not and will not breach any agreement with any third party to which the
Consultant is a party (including without limitation any nondisclosure or
non-competition agreement), and that the Consultant will not disclose to the
Company or induce the Company to use any confidential or proprietary
information or material belonging to any previous employer or others.


 


7.                                       Return of Company Property.  Upon termination of this Agreement or at any other
time upon request by the Company, the Consultant shall promptly deliver to the
Company all records, files, memoranda, notes, designs, data, reports, price
lists, customer lists, drawings, plans, computer programs, software, software
documentation, sketches, laboratory and research notebooks and other documents
(and all copies or reproductions of such materials) in his possession, custody
or control relating in any way to the business or prospective business of the
Company.


 


8.                                       Cooperation. 
The Consultant shall use his best efforts in the performance of his
obligations under this Agreement.  The
Company shall provide such access to its information and property as may be
reasonably required in order to permit the Consultant to perform his
obligations hereunder.  The Consultant
shall cooperate with the Company’s personnel, shall not interfere with the
conduct of the Company’s business and shall observe all rules, regulations and
security requirements of the Company concerning the safety of persons and
property.


 


9.                                       Non-Assignability of Contract. 
This Agreement is personal to the Consultant and he shall not have the
right to assign any of his rights or delegate any of his duties without the
express written consent of the Company; provided, that in the event that
the Consultant establishes a partnership, corporation or other entity, one
purpose of which is to provide the Consulting Services, the consultant may
assign this Agreement to such partnership, corporation or other business entity
with the advance written consent of the Company.  Any non-consented-to assignment or
delegation, whether express or implied or by operation of law, shall be void
and shall constitute a breach and a default by the Consultant.


 


10.                                 Notices.  All notices
required or permitted under this Agreement shall be in writing and shall be
deemed effective upon personal delivery or upon deposit in the United States
Post Office, by registered or certified mail, postage prepaid, addressed to the
other party at the address shown above, or at such other address or addresses
as either party shall designate to the other in accordance with this section.


 


11.                                 Complete Agreement. 
This Agreement contains the entire understanding between the parties and
supersedes, replaces and takes precedence over any prior understanding or oral
or written agreement between the parties respecting the subject matter of this
Agreement.  There are no representations,
agreements, arrangements, nor understandings, oral or written, between the
parties relating to the subject matter of this Agreement that are not fully
expressed herein.


 


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12.                                 Severability. 
In the event any provision of this Agreement shall be held invalid, the
same shall not invalidate or otherwise affect in any respect any other term or
terms of this Agreement, which term or terms shall remain in full force and
effect.


 


13.                                 Non-Waiver.  No delay or
omission by the Company in exercising any right under this Agreement shall
operate as a waiver of that or any other right. 
A waiver or consent given by the Company on any one occasion shall be
effective only in that instance and shall not be construed as a bar or waiver
of any right on any other occasion.


 


14.                                 Amendment.  This
Agreement may be amended or modified only by a written instrument executed by
both the Company and the Consultant.


 


15.                                 Counterparts. 
This Agreement may be executed in two (2) signed counterparts, each
of which shall constitute an original, but all of which taken together shall
constitute one and the same instrument.


 


16.                                 Interpretation. 
Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular forms of nouns and pronouns shall include the plural, and vice
versa.  The captions of the sections of
this Agreement are for convenience of reference only and in no way define,
limit or affect the scope or substance of any section of this Agreement.


 


17.                                 Governing Law; Jurisdiction. 
This Agreement shall be governed by and construed in accordance with the
internal laws of the state of New Hampshire without giving effect to any choice
or conflict of law provision or rule (whether of the state of New
Hampshire or any other jurisdiction) that would cause the application of laws
of any jurisdictions other than those of the state of New Hampshire.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
set forth above.


 


	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Brian P. Logue

  
	
   

  	
   

  
	
   

  	
  Title: Vice President,
  Human Resources

  
	
   

  	
   

  
	
   

  	
  Date: December 18,
  2008

  
	
   

  	
   

  
	
   

  	
  CONSULTANT

  
	
   

  	
   

  
	
   

  	
  /s/Edwin L. Lewis

  
	
  Date:
  December 17, 2008

  	
   

  



 


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