Exhibit 10.52
GT Solar
Incorporated
243 Daniel Webster
Highway
Merrimack, New Hampshire
03054
EMPLOYMENT AGREEMENT AMENDMENT FOR CODE
SECTION 409A
December 31, 2008
David W. Keck
191 Kelsey Lane
Butte, MT 59701
Dear Mr. Keck,
This letter agreement (the “
Amendment ”) shall amend the Employment Agreement,
dated as of April 12, 2006, as amended by that letter
agreement dated January 16, 2007 (as so amended, the “
Employment Agreement ”), 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.
Section 3(b) of the
Employment Agreement is amended and restated in its entirety as
follows:
“(b)
Bonus . The Executive shall be eligible during
each twelve (12) months of the Term (“ Bonus Period
”) to receive a cash bonus (“ Bonus ”)
calculated as Eight Thousand Dollars ($8,000.00) for each One
Million Dollars ($1,000,000) in confirmed bookings by the Company
from the sale of silicon production equipment and related
engineering services (“ Bonus Sales ”) during a
given twelve month Bonus Period for which a Bonus is calculated,
provided that the combined amount payable for Base Salary and Bonus
during any twelve month Bonus Period shall not exceed One Million
Five Hundred Thousand Dollars ($1,500,000). Bonuses will be
payable as follows for sales for which a Bonus is payable:
(i) fifteen percent (15%) upon the Company’s receipt of
the customer deposit for such sale, (ii) forty-five percent
(45%) upon shipment of the equipment that is the subject of such
sale, and (iii) forty percent (40%) upon final payment by the
customer of the remainder of the purchase price for such
sale. Any payments payable to Executive
pursuant to this Section 3(b)
shall be paid to Executive (X) only if Executive is
employed by the Company on the last day of the Company’s
calendar quarter during which the triggering event described in
clauses (i), (ii), (iii) or (iv) of the preceding
sentence occurred, and (Y) in the calendar quarter immediately
following the calendar quarter in which such triggering event
occurred.”
2.
Section 3(b) of the
Employment Agreement is amended and restated in its entirety as
follows:
“(c) Long-Term Incentive .
The Executive shall be considered for equity awards by GT Solar
International, Inc., the Company or such other company
established by the Company as the operating entity for the
development and sale of silicon production equipment and related
engineering services, subject to approval of the
Board.”
3.
Section 4(d) of the
Employment Agreement is amended by inserting the following new
paragraph immediately preceding the second to last paragraph of
such Section:
“Any payment or benefit contemplated under
Section 4(d)(i) or (ii) shall be
subject to the Release delivered pursuant thereto having been
executed and no longer subject to revocation, in each case within
60 days of the Termination Date.”
4.
Clause (iii) of
Section 4(d)(i) of the Employment Agreement is amended
and restated in its entirety as follows:
“cash severance payments equal in the
aggregate to the Executive’s annual Base Salary at the time
of termination, payable in twelve (12) equal monthly installments
beginning as provided in Section 4(f) below and
delayed as required in Section 5 below;
and”
5.
Clause (iv) of
Section 4(d)(ii) of the Employment Agreement is amended
and restated in its entirety as follows:
“cash severance payments equal in the
aggregate to six (6) months of the Executive’s Base
Salary at the time of termination, payable in six
(6) e
