GUARANTEE.
THIS AGREEMENT SHALL NOT BE
CONSTRUED AND IS NOT INTENDED BY EITHER DIRECTOR OR THE COMPANY TO BE A
GUARANTEE, COMMITMENT OR UNDERSTANDING OF DIRECTOR'S CONTINUED SERVICE AS A
DIRECTOR OF THE COMPANY FOR ANY PERIOD OF TIME.
(B)
REMEDIES.
BECAUSE DIRECTOR'S SERVICES ARE
UNIQUE AND BECAUSE DIRECTOR HAS ACCESS TO CONFIDENTIAL INFORMATION, THE PARTIES
HERETO AGREE THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY FOR ANY BREACH
OF THIS AGREEMENT.
THEREFORE, IN THE EVENT OF A BREACH OR THREATENED BREACH OF
THIS AGREEMENT, THE COMPANY, IN ADDITION TO OTHER RIGHTS AND REMEDIES EXISTING
IN ITS FAVOR, SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND/OR INJUNCTIVE OR
OTHER EQUITABLE RELIEF FROM A COURT OF COMPETENT JURISDICTION IN ORDER TO
ENFORCE, OR PREVENT ANY VIOLATIONS OF, THE PROVISIONS HEREOF (WITHOUT POSTING A
BOND OR OTHER SECURITY).
(C)
SURVIVAL.
EXCEPT AS PROVIDED BELOW,
DIRECTOR'S OBLIGATIONS UNDER THIS AGREEMENT SHALL SURVIVE FOR A PERIOD OF TWO
(2) YEARS FROM THE DATE OF TERMINATION OF DIRECTOR'S SERVICE AS A DIRECTOR OF
THE COMPANY AND SHALL BE ENFORCEABLE WHETHER OR NOT SUCH TERMINATION IS LATER
CLAIMED OR FOUND TO BE WRONGFUL OR TO CONSTITUTE OR RESULT IN A BREACH OF ANY
CONTRACT OR OF ANY OTHER DUTY OWED OR CLAIMED TO BE OWNED BY THE COMPANY TO
DIRECTOR.
NOTWITHSTANDING THE FOREGOING, DIRECTOR SHALL CONTINUE TO KEEP
CONFIDENTIAL SPECIFIC INFORMATION THAT COUNSEL FOR THE COMPANY MAY FROM TIME TO
TIME ADVISE DIRECTOR IS MATERIAL TO THE COMPANY.
(D)
ENTIRE AGREEMENT.
THIS AGREEMENT SUPERSEDES
ALL PRIOR AGREEMENTS BETWEEN THE COMPANY AND DIRECTOR RELATED TO THE SUBJECT
MATTER HERETO, AND CANNOT BE MODIFIED EXCEPT IN WRITING SIGNED BY THE PARTIES
HERETO.
(E)
ASSIGNMENT.
THIS AGREEMENT SHALL BE
BINDING UPON DIRECTOR AND HIS HEIRS, SUCCESSORS AND LEGAL REPRESENTATIVES AND
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE COMPANY AND ITS SUCCESSORS
AND ASSIGNS.
THE COMPANY MAY FREELY ASSIGN THIS AGREEMENT.
DIRECTOR MAY NOT
ASSIGN THIS AGREEMENT OR HIS RIGHTS AND OBLIGATIONS HEREUNDER.
(F)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO CONFLICT OF
LAWS PROVISIONS).
(G)
REPRESENTATIONS.
DIRECTOR REPRESENTS THAT
THERE IS NO AGREEMENT WITH ANY OTHER PARTY THAT WOULD CONFLICT WITH HIS
OBLIGATIONS UNDER THIS AGREEMENT
DIRECTOR REPRESENTS AND WARRANTS THAT HE (I)
HAS READ AND UNDERSTANDS EACH AND EVERY PROVISION OF THIS AGREEMENT, (II) HAS
HAD THE OPPORTUNITY TO OBTAIN ADVICE FROM LEGAL COUNSEL OF HIS CHOICE IN ORDER
TO INTERPRET ANY AND ALL PROVISIONS OF THIS AGREEMENT AND (III) HAS HAD THE
OPPORTUNITY TO ASK THE COMPANY QUESTIONS ABOUT THIS AGREEMENT AND ANY OF SUCH
QUESTIONS HE HAS ASKED HAVE BEEN ANSWERED TO HIS SATISFACTION.
[Signature Page Follows]
2
EXECUTED this 2nd day of December 2008.
DIRECTOR
Sign:
/s/ Noel G. Watson
Witness:
/s/ Karen Billman
Print Name: Noel G. Watson
Print Name:
Karen Billman
GT SOLAR INTERNATIONAL, INC.
Sign:
/s/ Edwin L. Lewis
Witness:
/s/ Allison G. Pellegrino
By:
Edwin L. Lewis
Print Name:
Allison G. Pellegrino
Title:
Vice President