EXHIBIT 10.3
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT (the
“Agreement”) is entered into by GT Solar
International, Inc., a Delaware corporation (the
“Company”), and Edwin Lewis (the
“Consultant”).
WHEREAS, the Company desires to
retain the services of the Consultant and the Consultant desires to
perform certain services for the Company; and
WHEREAS, the Consultant is in the
business of providing such services and has agreed to provide such
services pursuant to the terms and conditions set forth in this
Agreement;
NOW, THEREFORE in consideration of
the mutual covenants and promises contained herein and other good
and valuable consideration, the receipt and sufficiency which is
hereby acknowledged by the parties hereto, the parties agree as
follows:
1.
Job To Be
Performed . Between
December 17, 2008 (the “Effective Date”) and
December 17, 2009 (the “Consulting Period”) the
Consultant will assist in transitioning his responsibilities as
Vice President & General Counsel and provide legal
consulting to the Company as may be reasonably requested by the
Company from time to time (collectively, the
“Services”). The Consultant agrees to provide up
to 300 hours to the performance of the Services.
2.
Consultant
. It is the
express intention of the parties to this Agreement that the
Consultant is an independent contractor and not an employee, agent,
joint venturer or partner of the Company for any purposes
whatsoever. The Consultant shall not be entitled to any
benefits that the Company may make available to employees from time
to time. The Consultant shall be solely responsible for all
state and federal income taxes, unemployment insurance and social
security taxes and for maintaining adequate workers’
compensation insurance coverage for himself.
(a)
Performance of
Services. The Consultant shall have the
right to control and determine the time, place, methods, manner and
means of performing the Services. In performing the Services,
the amount of time devoted by the Consultant on any given day will
be entirely within the Consultant’s control, and the Company
will rely on the Consultant to put in the necessary number of hours
as are necessary to fulfill the requirements of the
Agreement.
(b)
Final
Results . In the performance of
the Services, the Consultant has the authority to control and
direct the performance of the details of the Services, the Company
being interested only in the results obtained. However, the
Services contemplated by this Agreement must meet the
Company’s standards and approval and shall be subject to the
Company’s general right of inspection and supervision to
secure their satisfactory completion.
(c)
Non-Exclusivity.
The Consultant
retains the right to contract with other companies or entities for
his consulting services without restriction. Likewise, the
Company retains a reciprocal right to contract with other companies
and/or individuals for consulting services without
restriction.
(d)
Scope of
Authority . The Consultant is not
authorized to assume or create any obligation or responsibility,
express or implied, on behalf of, or in the name of, the Company or
to bind the Company in any manner. The Consultant shall not
use the Company’s trade names, trademarks, service names or
servicemarks without the prior approval of the Company. The
Consultant is not authorized to transact business, incur
obligations, sell goods, receive payments, solicit orders or assign
or create any obligation of any kind, express or implied, on behalf
of the Company or any of the Company’s related or affiliated
entities, or to bind in any way whatsoever, or to make any promise,
warranty or representation on behalf of the Company or any of the
Company’s related or affiliated entities with respect to any
matter, except as expressly authorized in this Agreement or in
another writing signed by an authorized representative of the
Company.
3.
Consulting
Fees . The Consultant shall
submit to the Company quarterly statements, in a form satisfactory
to the Company, of Services performed for the Company in the
applicable time period. The Company shall pay to the
Consultant consulting fees of $60,000 payable in $15,000
installments at the beginning of each quarter for services to be
rendered in the upcoming quarter. The statement submitted by
the Consultant should contain the Consultant’s social
security number or employer identification number,
address.
4.
Termination
.
Notwithstanding the foregoing, the Company may terminate the
Consultation Period, effective immediately upon receipt of written
notice, if the Consultant breaches or threatens to breach any
provision of this Agreeme
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