CREDIT BEYOND THE FIRST
$[
] IN TOTAL TURNKEY BOOKINGS.
PLEASE NOTE THAT THE TARGET OPERATING INCOME AND TARGET BOOKINGS FIGURES ARE
COMPANY CONFIDENTIAL AND NOT TO BE DISCLOSED EXTERNALLY.
5.
TARGET BONUS.
FOR PURPOSES OF THE PROGRAM, PARTICIPANT'S TARGET
BONUS SHALL EQUAL $
(REPRESENTING
%) OF PARTICIPANT'S
BASE SALARY DURING FY 2009.
THE TABLE SET FORTH ON ANNEX 1 ATTACHED HERETO ILLUSTRATES THE BONUS PAYMENT
AVAILABLE TO PARTICIPANT AT VARIOUS BONUS MULTIPLIER BENCHMARKS FOR FY 2009.
6.
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,
A-1
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.
7.
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.
8.
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.
9.
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 ELIGIBLE TO PARTICIPATE.
NOTHING IN THIS AGREEMENT SHALL BE UNDERSTOOD TO GRANT OR GUARANTEE PARTICIPANT
A RIGHT TO PARTICIPATE IN ANY SUCH PLAN OR PROGRAM.
*
*
*
*
*
A-2
IN WITNESS WHEREOF, the Company and Participant have executed this Agreement as
of the date first above written.
GT SOLAR INTERNATIONAL, INC.
By:
Name:
Title:
PARTICIPANT
[Participant]
[Signature Page to Executive Incentive Program Participant Agreement]
Exhibit B
FORM OF RESTRICTED STOCK UNIT AGREEMENT
1
GT SOLAR INTERNATIONAL, INC.
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") is made as of
January
, 2009, by and between GT Solar International, Inc., a Delaware
corporation (the "Company"), and [
]
("Employee"), in accordance with the 2008 Equity Incentive Plan of the Company,
as the same may be amended from time to time (the "Plan").
Certain definitions
are set forth in Section 7 of this Agreement.
On [
], the Company granted to Employee
[
] restricted stock units (the "RSUs") under
the Plan.
Each RSU entitles Employee to receive from the Company one share of
the Company's common stock, par value $.01 per share ("Common Stock") for each
RSU granted hereunder that becomes vested under the terms described herein and
in the Plan.
All of such shares of Common Stock that may hereafter be delivered
to