Exhibit 10.1
GT SOLAR INTERNATIONAL,
INC.
EXECUTIVE INCENTIVE
PROGRAM
FY 2010
1.
FISCAL YEAR 2010
The FY 2010 Executive Incentive
Program (the “ Program ”) of GT Solar
International, Inc. (the “ Company ”) shall
commence on March 29, 2009 and continue through and including
April 3, 2010 (“ FY 2010 ”).
2.
ADMINISTRATION
The Program shall be administered by
the Compensation Committee (the “ Committee ”)
of the Board of Directors of the Company (the “ Board
”). Subject to the provisions of the Program, the
Committee may establish from time to time such regulations,
provisions, procedures and conditions of the Program which, in its
opinion, may be advisable in the administration of the
Program. No member of the Committee shall be liable for any
action or determination made in good faith with respect to the
administration of the Program, eligibility under the Program or the
bonuses awarded under the Program.
3.
ELIGIBILITY
The Committee shall determine, in
its sole discretion, any and all executives of the Company that
will be eligible to participate in the Program (each, a “
Participant ”; collectively, the “
Participants ”). Participants will be eligible
to participate in the Program only upon execution of a participant
agreement with the Company as set forth in Exhibit A
hereto (a “ Participant Agreement ”). Each
Participant Agreement shall be subject to the terms and conditions
of the Program and may contain additional terms and conditions
(which may vary from Participant to Participant). Unless
otherwise specified in such Participant Agreement, the date on
which Participant is deemed to be a participant in the Program (the
“ Participation Date ”) shall be the date on
which the individual started employment with the Company during FY
2010.
As soon as practicable after the
Participation Date and from time to time thereafter, the Committee,
in accordance with Section 5(B)(iii) below, shall
adopt in writing certain goals and objectives (“MBO
Goals”) to be achieved by Participant over the course of FY
2010. Such goals and objectives may vary among
Participants. MBO Goals for the Chief Executive Officer shall
reflect those of the executive team and be developed by the
Committee following consultation with and proposal by the Chief
Executive Officer on business priorities for the plan
year.
4.
Plan Performance
Components
A.
Incentive Operating
Income
“Incentive Operating
Income” for FY 2010 means, on a consolidated basis, income
(loss) from operations for such period as reported in the
company’s Form 10-K, adjusted to exclude the effect of
(a) stock compensation expense, (b) any costs of persons
other than the company, its officers and directors, which the
Company has incurred under the GT Solar Holdings LLC Limited
Liability Company agreement and (c) any extraordinary income
(e.g., proceeds from any legal action) or expenses in the
reasonable determination of the compensation committee.
Incentive Operating Income for FY
2010 shall be derived from the audited consolidated financial
statements of the Company and its subsidiaries covering such
period, and shall be subject to the review and approval of the
Committee, whose determination of such Incentive Operating
Income calculation shall be final and binding.
For FY 2010, the Company’s
target Incentive Operating Income shall be set forth in each
Participant’s Participant Agreement (the “ Target
Incentive Operating Income ”). Please note this
figure is Company Confidential and not to be disclosed
externally.
B.
Incentive Ending Cash
Balance
“ Incentive Ending Cash
Balance ” for the incentive plan year means “cash
and cash equivalents” as reported in the Company’s
Form 10-K, (a) reduced by any portion of accounts payable
or accrued expenses attributable to the negotiation of any revised
terms with suppliers resulting in additional operating
charges. (i.e. If normal payment terms are 45 days and actual AP is
at 90 days, a reduction of half of the AP balance from the Ending
Cash Balance shall apply); (b) increased by the amount of any
costs paid by the Company during fiscal 2010 on behalf of persons
other than the Company, its officers and directors under the GT
Solar Holdings LLC Limited Liability Company agreement and
(c) any extraordinary cash flows in the reasonable
determination of the compensation committee.
For FY 2010, the Company’s
target Incentive Ending Cash Balance shall be set forth in each
Participant’s Participant Agreement (the “ Target
Incentive Ending Cash Balance ”). Please note this
figure is Company Confidential and not to be disclosed
externally.
C.
MBO Goals
“MBO Goals” for FY 2010
refers to the goal plan assigned to each individual executive in
their respective job function. The MBO plan for FY 2010 is
reflected in Exhibit A.
5.
BONUS PAYMENTS
A.
Determination Date
The amount, if any, to be paid to
each Participant under the Program (the “ Bonus
Payment ”) shall be determined by the Committee after the
conclusion of FY 2010 following the audit of the Company’s
financial statements by its independent accountants (the “
Determination Date ”). Bonus Payments shall be
disbursed following conclusion of the FY 2010 plan year as soon as
administratively practicable after the Determination Date.
All amounts earned under the Program reflect gross dollar amounts
and are, therefore, subject to applicable withholding and
taxation.
B.
Bonus Calculation
Each Participant’s Bonus
Payment, if any, shall be determined in the following
manner:
(i)
Target Bonus
The Participant Agreement for each
Participant will specify such Participant’s “Target
Bonus” (which will be based upon a percentage of
Participant’s base salary). Adjustments to base salary
during the course of FY 2010, or partial year participation due to
a start date during the plan year, shall result in a [corresponding
adjustment to target bonus eligibility on a pro-rated
basis].
(ii)
Calculation of Bonus
Payment
Each Participant’s Bonus
Payment shall equal the sum of the (i) financial performance
component based on Incentive Operating Income (weighted 50%),
(ii) financial performance component based on Incentive
Ending Cash Balance (weighted 25%), and (iii) an MBO component
(weighted 25%). Each of these calculations will be
independent of the other; provided that no bonus will be paid if
the company achieves Incentive Operating Income or Incentive Ending
Cash Balance that is less than 50% of Target Incentive Operating
Income or Target Incentive Ending Cash Balance.
The portion of the bonus that is
based on achievement of Incentive Operating Income
