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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