Exhibit 10.54
GT Solar
Incorporated
243 Daniel Webster Highway
Merrimack, New Hampshire 03054
EMPLOYMENT AGREEMENT AMENDMENT FOR CODE
SECTION 409A
December 31, 2008
Thomas M. Zarrella
2 Orchard Road
Gloucester, MA 01930
Dear Mr. Zarrella,
This letter agreement (the “
Amendment ”) shall amend the Employment Agreement (the
“ Employment Agreement ”), dated as of
December 30, 2005, between you (the “ Executive
”) and GT Equipment Technologies, Inc. (now known as GT
Solar Incorporated, the “ Company ”). All
capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Employment Agreement. Except
as modified by this Amendment, the Employment Agreement shall
remain in full force and effect, and this Amendment shall not serve
in any manner as a waiver or a novation of the Executive’s
duties or obligations under the Employment Agreement; provided,
that in the event that any provision in this Amendment conflicts
with the Employment Agreement or any other agreement, policy, plan
or arrangement between the Executive and the Company, the terms of
this Amendment shall govern.
You agree and acknowledge that
notwithstanding any other provision of the Employment Agreement to
the contrary, the Employment Agreement is hereby amended as
follows:
1.
The first paragraph of
Section 4(d) of the Employment Agreement is amended and
restated in its entirety as follows:
“If the Executive’s employment is
terminated by the Executive for “Good Reason” (as
defined below) or by the Company for any reason other than
(i) the Executive’s death or Disability or (ii) for
Cause, and provided that the Executive shall have entered into a
release of claims in favor of the Company in a form acceptable to
the Company (the “ Release ”) and such Release
is executed and no longer subject to revocation, in each case
within 60 days of the Termination Date, and also provided that the
Executive has complied with the Release and the “Restrictive
Covenant Agreement” (as defined below), the Executive shall
be entitled to the following:”
2.
Clause (iii) of
Section 4(d) of the Employment Agreement is amended and
restated in its entirety as follows:
“(iii) cash severance payments equal
in the aggregate to the Executive’s annual Base
