EVENTS:
(I) THE COMPANY REDUCES THE
AMOUNT OF THE BASE SALARY (OTHER THAN AS A RESULT OF A GENERAL ACROSS-THE-BOARD
SALARY REDUCTION APPLICABLE TO ALL SENIOR EXECUTIVES OF THE COMPANY) OR ELECTS
TO ELIMINATE THE EIP WITHOUT PERMITTING EXECUTIVE TO PARTICIPATE IN AN ANNUAL
INCENTIVE BONUS PLAN IN PLACE OF THE EIP WHICH OFFERS A POTENTIAL BONUS PAYMENT
COMPARABLE TO THAT EARNABLE AT 100% OF PLAN TARGET BY EXECUTIVE UNDER THE EIP,
(II) THE COMPANY CHANGES EXECUTIVE'S TITLE AND REDUCES HIS RESPONSIBILITIES OR
AUTHORITY IN A MANNER MATERIALLY INCONSISTENT WITH THAT OF THE POSITION OF
PRESIDENT AND CHIEF EXECUTIVE OFFICER OR (III) THE COMPANY CHANGES EXECUTIVE'S
PLACE OF WORK TO A LOCATION MORE THAN 50 MILES OUTSIDE OF MERRIMACK, NEW
HAMPSHIRE; PROVIDED THAT IN ORDER FOR EXECUTIVE'S RESIGNATION FOR GOOD REASON TO
BE EFFECTIVE HEREUNDER, EXECUTIVE MUST PROVIDE WRITTEN NOTICE TO THE COMPANY
STATING EXECUTIVE'S INTENT TO RESIGN FOR GOOD REASON AND THE GROUNDS THEREFOR
WITHIN NINETY (90) DAYS AFTER SUCH GROUNDS EXIST AND GRANT THE COMPANY THIRTY
(30) DAYS FROM RECEIPT OF SUCH NOTICE TO REMEDY OR OTHERWISE REMOVE THE GROUNDS
SUPPORTING EXECUTIVE'S RESIGNATION FOR GOOD REASON.
5.
EXECUTIVE'S REPRESENTATIONS.
EXECUTIVE
HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT (I) THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT BY EXECUTIVE DO NOT AND SHALL NOT CONFLICT
WITH, BREACH, VIOLATE OR CAUSE A DEFAULT UNDER ANY CONTRACT, AGREEMENT,
INSTRUMENT, ORDER, JUDGMENT OR DECREE TO WHICH EXECUTIVE IS A PARTY OR BY WHICH
HE IS BOUND,
6
(II) EXECUTIVE IS NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT AGREEMENT,
NONCOMPETE AGREEMENT OR CONFIDENTIALITY AGREEMENT WITH ANY OTHER PERSON OR
ENTITY AND (III) UPON THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE
COMPANY, THIS AGREEMENT SHALL BE THE VALID AND BINDING OBLIGATION OF EXECUTIVE,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
EXECUTIVE HEREBY ACKNOWLEDGES AND
REPRESENTS THAT HE HAS CONSULTED WITH INDEPENDENT LEGAL COUNSEL REGARDING HIS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THAT HE FULLY UNDERSTANDS THE
TERMS AND CONDITIONS CONTAINED HEREIN.
6.
SURVIVAL.
THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL SURVIVE AS PROVIDED HEREIN OR IF
NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF OTHER SURVIVING PROVISIONS
FOLLOWING THE TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, REGARDLESS
OF THE MANNER OF OR REASONS FOR SUCH TERMINATION.
7.
NOTICES.
ALL NOTICES, REQUESTS AND
OTHER COMMUNICATIONS HEREUNDER MUST BE IN WRITING AND WILL BE DEEMED TO HAVE
BEEN DULY GIVEN ONLY IF DELIVERED PERSONALLY AGAINST WRITTEN RECEIPT OR BY
FACSIMILE TRANSMISSION AGAINST FACSIMILE CONFIRMATION OR MAILED BY PREPAID FIRST
CLASS CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR MAILED BY OVERNIGHT COURIER
PREPAID, TO THE PARTIES HERETO AT THE FOLLOWING ADDRESSES OR FACSIMILE NUMBERS:
Notices to Executive:
Thomas Gutierrez
GT Solar International, Inc.
243 Daniel Webster Highway
Merrimack, NH 03054
Facsimile:
(603) 595-6993
Notices to the Company:
GT Solar International, Inc.
243 Daniel Webster Highway
Merrimack, NH 03054
Facsimile:
(603) 595-6993
Attn:
General Counsel
With a copy to:
Kirkland & Ellis LLP
777 South Figueroa Street
Los Angeles,