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EXHIBIT A
PARTICIPANT AGREEMENT
GT SOLAR INTERNATIONAL, INC.
PARTICIPANT AGREEMENT TO THE
EXECUTIVE INCENTIVE PROGRAM
Participant Agreement made as of [DATED] (this "Agreement") between GT Solar
International, Inc., a Delaware corporation (the "Company"), and
[
] ("Participant").
Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the FY 2010
Executive Incentive Program (the "Program").
1.
RIGHT TO PARTICIPATE.
THE COMPANY HEREBY GRANTS TO PARTICIPANT
THE RIGHT TO PARTICIPATE IN THE PROGRAM PURSUANT TO THE TERMS AND CONDITIONS
THERETO.
2.
PARTICIPANT ACKNOWLEDGMENT.
ATTACHED HERETO AS EXHIBIT A IS A
COPY OF THE PROGRAM.
PARTICIPANT HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THE
PROGRAM AND AGREES TO BE BOUND BY ALL TERMS AND PROVISIONS THEREOF.
3.
PARTICIPATION DATE.
PARTICIPANT'S PARTICIPATION DATE SHALL BE
[MARCH 30, 2009].
4.
INCENTIVE OPERATING INCOME.
FOR FY 2010, THE INCENTIVE OPERATING
INCOME FOR PURPOSES OF DETERMINING PARTICIPANT'S BONUS PAYMENT, IF ANY, IS
$[
].
PLEASE NOTE THIS FIGURE IS COMPANY CONFIDENTIAL
AND NOT TO BE DISCLOSED EXTERNALLY.
5.
INCENTIVE ENDING CASH BALANCE.
FOR FY 2010, THE INCENTIVE ENDING
CASH BALANCE FOR PURPOSES OF DETERMINING PARTICIPANT'S BONUS PAYMENT, IF ANY, IS
[
].
PLEASE NOTE THIS FIGURE IS COMPANY CONFIDENTIAL AND
NOT TO BE DISCLOSED EXTERNALLY.
6.
TARGET BONUS.
FOR PURPOSES OF THE PROGRAM, PARTICIPANT'S TARGET
BONUS SHALL EQUAL $[
]
(REPRESENTING [
]%) OF
PARTICIPANT'S BASE SALARY DURING FY 2010.
ADJUSTMENTS TO BASE SALARY DURING THE
COURSE OF FY 2010, OR PARTIAL YEAR PARTICIPATION DUE TO A START DATE DURING THE
PLAN YEAR, SHALL RESULT IN A [CORRESPONDING ADJUSTMENT TO TARGET BONUS
ELIGIBILITY ON A PRO-RATED BASIS
7.
INDIVIDUAL GOAL ACHIEVEMENT.
PARTICIPANT ACKNOWLEDGES AND AGREES
THAT THE BONUS PAYMENT, IF ANY, WILL BE SUBJECT TO PARTICIPANT ACHIEVING CERTAIN
INDIVIDUAL GOALS AND STANDARDS IDENTIFIED BY THE COMMITTEE.
THE CRITERIA USED
IN ASSESSING INDIVIDUAL PERFORMANCE, THE WEIGHT TO BE ASSIGNED SUCH CRITERIA AND
SUCH PARTICIPANT'S PERFORMANCE ACHIEVEMENT PERCENTAGE SHALL BE DETERMINED BY THE
COMMITTEE IN ITS SOLE DISCRETION.
THE BONUS PAYMENT, IF ANY, WILL BE CALCULATED
IN ACCORDANCE WITH THE PROGRAM
8.
MBO PLAN.
THE EXECUTIVE MBO PLAN FOR FY 2010 FOR PARTICIPANT IS
AS FOLLOWS:
GOALS:
[
]
1
[
]
[
]
9.
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF ANY SUCCESSORS TO THE COMPANY AND ALL PERSONS LAWFULLY
CLAIMING UNDER PARTICIPANT.
10.
COMPLETE AGREEMENT.
THIS AGREEMENT, THOSE DOCUMENTS EXPRESSLY
REFERRED TO HEREIN AND OTHER DOCUMENTS OF EVEN DATE HEREWITH EMBODY THE COMPLETE
AGREEMENT AND UNDERSTANDING AMONG THE PARTIES AND SUPERSEDE AND PREEMPT ANY
PRIOR UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES,
WRITTEN OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY.
11.
FUTURE INCENTIVE BONUS PLANS.
THE COMPANY MAY IN THE FUTURE ADOPT
ONE OR MORE INCENTIVE PLANS OR PROGRAMS, WITH REGARD TO WHICH THE COMMITTEE
SHALL RETAIN THE EXCLUSIVE RIGHT IN ITS SOLE DISCRETION TO DETERMINE THE
APPLICABLE TERMS AND TO IDENTIFY THE PERSONS