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
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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.
(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.
6.
Paragraph 21 of the Employment
Agreement is amended as follows:
Following the phrase "and/or the receipt or vesting of restricted" the following
is added to the paragraph: "equity).
In the event the Company or any of its
Subsidiaries does not make such deductions or withholdings, Executive shall
indemnify the Company and its Subsidiaries for any amounts paid with respect to
any such Taxes, together with any interest, penalties and related expenses
thereto."
[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/John Tattersfield
John Tattersfield
Date: December 30, 2008
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