satisfy withholding obligations
from any source of funds available to the Company and otherwise payable to
Participant, including salary payments.
D.
GOVERNING LAW
All questions pertaining to the validity, construction and administration of the
Program and any Participant's Participant Agreement shall be determined in
accordance with the laws of the State of New Hampshire.
E.
AMENDMENT AND TERMINATION OF PROGRAM
The Committee shall have the right in its sole discretion to amend the Program
at any time and from time to time; provided that no such amendment shall
materially and adversely affect the rights of any Participant without the
consent of such Participant.
F.
SEVERABILITY
The invalidity or unenforceability of any provisions of the Program in any
jurisdiction shall not affect the validity, legality or enforceability of the
remainder of the Program in such jurisdiction or the validity, legality or
enforceability of any provision of the Program
in any other jurisdiction, it being intended that all rights and obligations of
the parties hereunder shall be enforceable to the fullest extent permitted by
law.
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EXHIBIT A
PARTICIPANT AGREEMENT
GT SOLAR INTERNATIONAL, INC.
PARTICIPANT AGREEMENT TO THE
EXECUTIVE INCENTIVE PROGRAM
Participant Agreement made as of [
] (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 2009 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
[
].
4.
TARGET OPERATING INCOME AND TARGET BOOKINGS.
FOR PURPOSES OF THE
PROGRAM,
A.
THE FY 2009 TARGET OPERATING INCOME IS $[
], AND
B.
THE FY 2009 TARGET BOOKINGS SHALL BE $[
], AND
THE MAXIMUM AMOUNT OF BOOKINGS ATTRIBUTABLE TO THE COMPANY'S TURNKEY BUSINESS
SHALL BE CAPPED SUCH THAT BOOKINGS CREDIT FOR NON-GT EQUIPMENT SHALL BE LIMITED
TO THE FIRST $[
] IN TOTAL TURNKEY BOOKINGS INCLUSIVE
OF BOTH GT AND NON-GT EQUIPMENT.
IN THE EVENT THE TURNKEY BUSINESS EXCEEDS
$[
] IN BOOKINGS, ONLY GT EQUIPMENT SHALL RECEIVE
BOOKINGS 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