Exhibit 10.46
Amendment to
Employment Agreement
This Amendment by and
between First Solar, Inc. a Delaware corporation having its
principal office at 350 West Washington Street, Suite 600, Tempe,
Arizona 85281 (hereinafter “Employer”) and Jens
Meyerhoff (hereinafter “Employee”)
WITNESSETH :
WHEREAS, Employer and
Employee are party to an Employment Agreement dated as of December
30, 2008, as amended July 28, 2009 (the “Employment
Agreement”);
WHEREAS, effective July
1, 2010, the Employer advised Employee of its desire to employ
Employee in a different role (while continuing to serve in his
current role as chief financial officer on an interim basis) and
Employee expressed his desire to be so employed;
WHEREAS, effective as
of January 1, 2011, Employer named an interim chief financial
officer; and
WHEREAS, the Employer's
relocation promise to Employee has expired; and
WHEREAS, the parties
wish to memorialize the changes to their relationship by amending
the Employment Agreement accordingly;
NOW, THEREFORE, in
consideration of the foregoing premises, and the mutual covenants,
terms and conditions set forth herein, and intending to be legally
bound hereby, Employer and Employee hereby agree that effective as
of July 1, 2010:
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1.
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The first two sentences
of Section 1.2 of the Employment Agreement are amended and replaced
with the following:
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Employer hereby employs
Employee as its President, Utility Systems. In addition, Employer
shall continue to employ Employee as its Chief Financial Officer
until December 31, 2010. Employee hereby accepts such
positions.
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2.
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Section 1.5(b)(i) of
the Employment Agreement is amended to replace the phrase “18
months” with “twenty-four (24)
months.”
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3.
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Section 1.5(b)(iii) and
1.5(c) of the Employment Agreement are amended to replace the
phrase “eighteen (18) months” with the phrase
“twenty-four (24) months”.
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4.
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Section 1.5(d)(ii) of
the Employment Agreement is restated in its entirety to read as
follows:
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(ii)
Other Equity Awards
. In the event of (A)
the termination of Employee's employment with Employer due to
Employee's death, (B) the termination of Employee's employment with
Employer due to Disability, or (C) the termination of Employee's
employment by Employer without Cause, then, except as otherwise
provided in Section 1.5(d)(i) with respect to the Initial Equity
Award and excep
