GT SOLAR INTERNATIONAL, INC.

EXECUTIVE INCENTIVE PROGRAM

FY 2009

1.              FISCAL YEAR 2009

The FY 2009 Executive Incentive Program (the “ Program ”) of GT Solar International, Inc. (the “ Company ”) shall commence on April 1, 2008, and continue through and including March 31, 2009 (“ FY 2009 ”).

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 2009.

As soon as practicable after the Participation Date and from time to time thereafter, the Committee, in accordance with Section 5(B)(iv)  below, shall adopt in writing certain goals and objectives to be achieved by Participant over the course of FY 2009.  Such goals and objectives may vary among Participants.  MBO Goals for the Chief Executive Officer shall be developed by the Committee following consultation with the Chief Executive Officer on business priorities for the plan year.

4.              Operating Income and Bookings

A.             Operating Income

“Operating Income” for FY 2009 means, on a consolidated basis, GAAP net income and excluding (adding to or subtracting from as appropriate)  income taxes, interest expense, interest income and other income/expense for such period.

Operating Income for FY 2009 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 Operating Income calculation shall be final and binding.

For FY 2009, the Company’s target Operating Income (the “ Target Operating Income ”) shall be set forth in each Participant’s Participant Agreement.

B.             Bookings

“Bookings” for any period means the consolidated gross aggregate amount of commitments for sales by the Company and its subsidiaries of products and services during such period pursuant to written agreements (either through customer contracts or customer purchase orders) with customers of the Company or any of its subsidiaries.   In order to qualify as a booked order, the order must be considered a “clean non-contingent order” with a specified delivery schedule.

For FY 2009, the Company’s target Bookings (the “ Target Bookings ”) shall be set forth in each Participant’s Participant Agreement.

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 2009 following the receipt of the Company’s audited financial statements by its independent accountants (the “ Determination Date ”).  Bonus Payments shall be disbursed in the calendar year in which the FY 2009 ends 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 2009, 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 “Financial Performance Component” and such Participant’s “MBO Component.”  Notwithstanding anything in this Program to the contrary, in no event shall a Participant’s Bonus Payment exceed the product of two times such Participant’s Target Bonus.

(iii)          Financial Performance Component

Each Participant’s Financial Performance Component shall equal the product of (X) such Participant’s Target Bonus multiplied by (Y) seventy-five percent (75%) multiplied by (Z) the Bonus Multiplier.

The “Bonus Multiplier” for each Participant shall be determined based on the “Weighted Performance Factor,” as follows:

(a)    The Weighted Performance Factor shall equal the sum of (X) the product of seventy percent (70%) multiplied by the Operating Income Factor and (Y) the product of thirty percent (30%) multiplied by the Bookings Factor.

(b)    The Operating Income Factor shall equal the quotient of the Company’s actual Operating Income for FY 2009 divided by the Target Operating Income.

(c)    The Bookings Factor shall equal the quotient of the Company’s actual Bookings for FY 2009 divided by the Target Bookings.

(d)    If the Weighted Performance Factor is equal to or less than 75%, the Bonus Multiplier shall equal 0.  If the Weighted Performance Factor is equal to 100%, the Bonus Multiplier shall equal 1.  If the Weighted Performance Factor is less than 100%, the Company shall decrease the Bonus Multiplier for each Participant by 0.2 for each five percent (5%) by which the Weighted Performance Factor is below 100% (using linear interpolation to determine the applicable Bonus Multiplier for any intermediate decrease).  If the Weighted Performance Factor is greater than 100%, the Company shall increase the Bonus Multiplier for each Participant by 0.25 for each five percent (5%) by which the Weighted Performance Factor is greater than 100% (using linear interpolation to determine the applicable Bonus Multiplier for any intermediate increase).

(e)    The maximum Bonus Multiplier available to any Participant shall equal 2.

(iv)           MBO Component

The MBO Component, if any, for each Participant shall be determined as follows:

(a)    If the Committee determines that such Participant has not met such Participant’s MBO Goals for FY 2009, such Participant’s MBO Component shall equal 0, subject to the conditions reflected in paragraph (d.) below.

(b)    If the Committee determines that such Participant has met such Participant’s MBO goals for FY 2009, such Participant’s MBO Component shall equal the product of (X) such Participant’s Target Bonus multiplied by (Y) twenty-five percent (25%) multiplied by (Z) the Bonus Multiplier.

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