Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of October 28, 2009 between GT
Solar International, Inc., a Delaware corporation (the "Company"), and Thomas
Gutierrez ("Executive").
In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT.
THE COMPANY SHALL EMPLOY
EXECUTIVE, AND EXECUTIVE HEREBY ACCEPTS EMPLOYMENT WITH THE COMPANY, UPON THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT FOR THE PERIOD BEGINNING ON THE
DATE OF THIS AGREEMENT AND ENDING AS PROVIDED IN SECTION 4 HEREOF (THE
"EMPLOYMENT PERIOD").
2.
POSITION AND DUTIES.
(A)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL SERVE AS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY AND
SHALL HAVE THE NORMAL DUTIES, RESPONSIBILITIES, FUNCTIONS AND AUTHORITY OF THE
PRESIDENT AND CHIEF EXECUTIVE OFFICER.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL RENDER SUCH ADMINISTRATIVE, FINANCIAL AND OTHER EXECUTIVE AND MANAGERIAL
SERVICES TO THE COMPANY AND ITS SUBSIDIARIES WHICH ARE CONSISTENT WITH
EXECUTIVE'S POSITION AS THE COMPANY'S BOARD OF DIRECTORS (THE "BOARD") MAY FROM
TIME TO TIME DIRECT.
(B)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL REPORT TO THE BOARD AND SHALL DEVOTE HIS BEST EFFORTS AND HIS FULL
BUSINESS TIME AND ATTENTION (EXCEPT FOR PERMITTED VACATION PERIODS AND
REASONABLE PERIODS OF ILLNESS OR OTHER INCAPACITY) TO THE BUSINESS AND AFFAIRS
OF THE COMPANY AND ITS SUBSIDIARIES.
EXECUTIVE SHALL PERFORM HIS DUTIES,
RESPONSIBILITIES AND FUNCTIONS TO THE COMPANY AND ITS SUBSIDIARIES HEREUNDER TO
THE BEST OF HIS ABILITIES IN A DILIGENT, TRUSTWORTHY, PROFESSIONAL AND EFFICIENT
MANNER AND SHALL COMPLY WITH THE COMPANY'S AND ITS SUBSIDIARIES' POLICIES AND
PROCEDURES IN ALL MATERIAL RESPECTS.
IN PERFORMING HIS DUTIES AND EXERCISING
HIS AUTHORITY UNDER THE AGREEMENT, EXECUTIVE SHALL SUPPORT AND IMPLEMENT THE
BUSINESS AND STRATEGIC PLANS APPROVED FROM TIME TO TIME BY THE BOARD AND SHALL
SUPPORT AND COOPERATE WITH THE COMPANY'S AND ITS SUBSIDIARIES' EFFORTS TO EXPAND
THEIR BUSINESSES AND OPERATE PROFITABLY AND IN CONFORMITY WITH THE BUSINESS AND
STRATEGIC PLANS APPROVED BY THE BOARD.
SO LONG AS EXECUTIVE IS EMPLOYED BY THE
COMPANY, EXECUTIVE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD,
ACCEPT OTHER EMPLOYMENT OR PERFORM OTHER SERVICES FOR COMPENSATION.
DURING THE
EMPLOYMENT PERIOD, EXECUTIVE SHALL NOT SERVE AS AN OFFICER OR DIRECTOR OF, OR
OTHERWISE PERFORM SERVICES FOR COMPENSATION FOR, ANY OTHER ENTITY WITHOUT THE
PRIOR WRITTEN CONSENT OF THE BOARD; PROVIDED THAT EXECUTIVE MAY (I) CONTINUE TO
SERVE AS A DIRECTOR OF VERSO PAPER CORP. AND PHYTOCHEM AND RECEIVE COMPENSATION
FOR SUCH SERVICE, AND (II) SERVE AS A DIRECTOR OF AN OFFICER OR DIRECTOR OF OR
OTHERWISE PARTICIPATE IN SOLELY EDUCATIONAL, WELFARE, SOCIAL, RELIGIOUS,
SPORTING CLUB AND CIVIC ORGANIZATIONS SO LONG AS SUCH ACTIVITIES DO NOT
INTERFERE WITH EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES.
(C)
FOR PURPOSES OF THIS AGREEMENT,
"SUBSIDIARIES" SHALL MEAN ANY CORPORATION OR OTHER ENTITY OF WHICH THE
SECURITIES OR OTHER OWNERSHIP INTERESTS HAVING THE VOTING POWER TO ELECT A
MAJORITY OF THE BOARD