EXHIBIT 10.2
VIA ELECTRONIC DELIVERY
December 16, 2008
Mr. Edwin Lewis
59 Delafield Island Road
Darien, CT 06820
Dear Edwin:
On December 2, 2008, pursuant to paragraph
4(a) of the Employment Agreement dated as of November 7,
2007 between GT Solar International, Inc. (the
“Company”) and you (the “Executive”), the
Company provided you with thirty (30) days notice that it is
terminating your employment with the Company without Cause.
This letter supersedes the December 2, 2008 letter and
reflects the parties agreement that you will resign your employment
effective December 17, 2008 (the “Resignation
Date”) by providing a written letter of resignation to me on
December 17, 2008.
Please note that notwithstanding your
resignation, your separation from employment will be treated like a
termination without cause and therefore you are eligible to receive
(i.) the severance benefits described in paragraph 4(b) of the
Employment Agreement dated November 7, 2007; and, (ii.)
outplacement assistance, not to exceed $50,000 at an outplacement
provider selected by the Company, if you sign and return the
General Release to my attention at 243 Daniel Webster Highway,
Merrimack, NH, 03054 no earlier than the Resignation Date and no
later than January 5, 2009. You are advised to consult
with an attorney before signing the attached General Release.
If you sign the attached release, you may change your mind and
revoke your agreement during the seven-day period after you have
signed it by notifying me in writing. If you do not so
revoke, the General Release will become a binding agreement between
the Company and you upon the expiration of the seven-day revocation
period. I have also attached a Consulting Agreement which
will reflect the terms of the post-employment consulting
arrangement we discussed.
As always, if you have any questions about the
matters covered in this letter agreement, please call me at
603-858-2239.
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Very truly yours,
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/s/Brian P. Logue
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Brian P. Logue
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Vice President Human Resources
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BPL/
GENERAL RELEASE
I, Edwin Lewis, in consideration of and subject
to the performance by GT Solar International, Inc., a Delaware
corporation (together with its subsidiaries, the “
Company ”), of its obligations under the Employment
Agreement, dated as of November 7, 2007 between the Company
and me (the “ Agreement ”), do hereby release
and forever discharge as of the date hereof (on behalf of myself,
my heirs, executors, administrators and assigns) the Company and
its affiliates and all present and former directors, officers,
agents, representatives, employees, employee benefit plans and plan
fiduciaries, successors and assigns of the Company and its
affiliates, and the Company’s direct or indirect owners
(collectively, the “ Released Parties ”) to the
extent provided below.
1.
I understand that any payments or
benefits paid or granted to me under paragraph 4(b) of the
Agreement represent, in part, consideration for signing this
General Release and are not salary, wages or benefits to which I
was already entitled. I understand and agree that I will not
receive the payments and benefits specified in paragraph
4(b) of the Agreement unless I execute this General Release
and do not revoke this General Release within the time period
permitted hereafter or breach this General Release. Such
payments and benefits will not be considered compensation for
purposes of any employee benefit plan, program, policy or
arrangement maintained or hereafter established by the Company or
its affiliates. I also acknowledge and represent that I have
received all payments and benefits that I am entitled to receive
(as of the date hereof) by virtue of any employment by the
Company.
2.
Except as provided in paragraph 4
below, and except for the provisions of my Employment Agreement
which expressly survive the termination of my employment with the
Company, and except for any rights I may have for indemnification
under applicable law, Article EIGHT of the Company’s
Amended and Restated Certificate of Incorporation and any
applicable Directors and Officers Liability Insurance, I knowingly
and voluntarily (for myself, my heirs, executors, administrators
and assigns) release and forever discharge the Company and the
other Released Parties from any and all claims, suits,
controversies, actions, causes of action, cross-claims,
counter-claims, demands, debts, compensatory damages, liquidated
damages, punitive or exemplary damages, other damages, claims for
costs and attorneys’ fees, or liabilities of any nature
whatsoever in law and in equity, both past and present (through the
date this General Release becomes effective and enforceable) and
whether known or unknown, suspected, or claimed against the Company
or any of the Released Parties which I, my spouse, or any of my
heirs, executors, administrators or assigns, may have, including,
but not limited to, any and all claims that arise out of or are
connected with my employment with, or my separation or termination
from, the Company (including, but not limited to, any allegation,
claim or violation, arising under: Title VII of the Civil Rights
Act of 1964, 42 U.S.C. § 2000e et seq. ,
the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101
et seq. , the Age Discrimination in Employment
Act, 29 U.S.C. § 621 et seq. , the
Family and Medical Leave Act, 29 U.S.C. § 2601 et
seq. , the Worker Adjustment and Retraining
Notification Act, 29 U.S.C. § 2101 et
seq. , Section 806 of the
