Exhibit 10.2
GT SOLAR INTERNATIONAL,
INC.
SECTION 162(m) PERFORMANCE
INCENTIVE PLAN
Section 1.
Purpose
The purpose of this GT Solar
International, Inc. Section 162(m) Performance Incentive Plan is to
provide a means of determining both annual and long-term incentive
compensation for certain of the Company’s executive officers
in a manner that qualifies as “performance-based
compensation” within the meaning of Section 162(m) of the
Internal Revenue Code.
Section 2.
Definitions
The following capitalized words as
used herein shall have the following meanings:
(a) “ Award
” means any award granted under the Plan to an Eligible
Employee by the Committee subject to such terms and conditions as
the Committee may establish under the terms of the Plan.
(b) “ Board
” means the Board of Directors of the Company.
(c) “
Cash-Based Award ” means any Award denominated by
reference to a dollar amount.
(d) “
Committee ” means the Compensation Committee of the
Board (or such other committee of the Board that the Board shall
designate from time to time) or any subcommittee thereof consisting
of two or more directors each of whom is an “outside
director” within the meaning of Section 162(m).
(e) “ Common
Shares ” means the Company’s common stock, par
value $0.01 per share, or any security issued by the Company or any
successor in exchange or in substitution therefor.
(f) “
Company ” means GT Solar International, Inc., a
Delaware corporation.
(g) “ Eligible
Employee” means any employee or executive officer of the
Company or any of its subsidiaries who is or, in the opinion of the
Committee, may become a “covered employee” within the
meaning of Section 162(m).
(h) “ Fair
Market Value ” of a Common Share as of a given date shall
have the same meaning as applies under the Share Incentive
Plan.
(i) “
GAAP ” means accounting principles generally accepted
in the United States of America from time to time.
(j) “
Participant ” means an Eligible Employee granted an
Award under the Plan.
(k) “
Performance Criteria ” shall have the meaning set
forth in Section 4(b) hereof.
(l) “
Performance Goals ” shall have the meaning set forth
in Section 4(c) hereof.
(m) “ Performance
Period ” means a period determined by the Committee of
not more than five years over which the Performance Goals set forth
in the Award are to be achieved.
(n) “ Plan
” means this GT Solar International, Inc. Section 162(m)
Performance Incentive Plan, as it may be amended from time to
time.
(o) “ Section
162(m) ” means Section 162(m) of the Internal Revenue
Code of 1986 (the “ Code ”), as amended from
time to time, and any regulations promulgated
thereunder.
(p) “ Section
409A ” shall mean Section 409A of the Code and the
treasury regulations and other official guidance promulgated
thereunder.
A-1
(q) “
Share-Based Award ” means any Award denominated by
reference to a number of Common Shares.
(r) “
Share Incentive Plan ” means the Company’s 2008
Equity Incentive Plan, as it may be amended and restated from time
to time.
(s) “ Treasury
Regulation ” means the U.S. Department of Treasury
regulations promulgated under the Code, as amended, including any
successor provisions thereto.
Section 3. Administration
of the Plan
(a) Committee
Members. The Plan shall be administered by the
Committee. The Committee shall have such powers and authority as
may be necessary or appropriate for the Committee to carry out its
functions as described in the Plan. No member of the Committee
shall be liable for any action or determination made in good faith
by the Committee with respect to the Plan or any Award
thereunder.
(b) Discretionary
Authority. Subject to the express limitations of the
Plan, the Committee shall have authority in its discretion to
determine the Eligible Employees to whom, and the time or times at
which, Awards may be granted, whether an Award will be a Cash-Based
Award or a Share-Based Award, the Performance Period, the
Performance Criteria and the Performance Goals, and all other terms
of the Award. The Committee shall also have discretionary authority
to interpret the Plan, to make all factual determinations under the
Plan, and to make all other determinations necessary or advisable
for the administration of the Plan. The Committee may prescribe,
amend, and rescind rules and regulations relating to the Plan. All
interpretations, determinations, and actions by the Committee shall
be final, conclusive, and binding upon all parties.
(c) Delegation of
Authority. The Committee may delegate, to any
appropriate officer or employee of the Company, responsibility for
certain ministerial functions (but not the exercise of discretion)
under this Plan.
Section 4.
Awards
(a) Grant of
Awards. The Committee may grant to any Eligible Employee
Cash-Based Awards and/or Share-Based Awards under the Plan with
respect to one or more Performance Periods under the Plan.
Performance Periods may run consecutively and/or concurrently, as
determined by the Committee. Before the 90th day of the Performance
Period (or no later than such earlier or later date as may be the
applicable deadline for the establishment of performance goals
permitting the compensation payable to such Eligible Employee for
such year hereunder to qualify as “qualified
performance-based compensation” under Treasury Regulation
Section 1.162-27(e)) (the “Determination Date”), the
Committee will determine the type of Award, the duration of the
Performance Period, the Performance Criteria, the applicable
Performance Goals relating to the Performance Criteria, and the
amount and terms of payment to be made upon achievement of the
Performance Goals.
(b) Performance
Criteria. For purposes of Awards granted under the Plan,
the “Performance Criteria” shall be one or any
combination of the following, for the Company or any identified
subsidiary or business unit, as determined by the Com
