EXHIBIT 10.4
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 Corporate and Criminal Fraud
Accountability Act of 2002, 18 U.S.C. 1514(A), the Fair Credit
Reporting Act, 15 U.S.C. § 1681 et
seq. , Executive Order 11246, Executive Order 11141, the
Rehabilitation Act of 1973, 29 U.S.C. § 701, et
seq. , the Employee Retirement Income Security Act of
1974 (“ERISA”), 29 U.S.C. § 1001 et
seq. , the New Hampshire Law Against Discrimination,
N.H. Rev. Stat. Ann. § 354-A:1 et
seq. , N.H. Rev. Stat. Ann. § 275:36
et seq. (New Hampshire equal pay law), and the
New Hampshire Whistleblowers’ Protection Act, N.H. Rev. Stat.
Ann. § 275-E:1 et seq. , all as
amended; or under any other federal, state or local civil
or
human rights law, or under any other
local, state, or federal law, regulation or ordinance; or under any
public policy, contract or tort, or under common law; or arising
under any policies, practices or procedures of the Company; or any
claim for wrongful discharge, breach of contract, infliction of
emotional distress, defamation; or any claim for costs, fees, or
other expenses, including attorneys’ fees incurred in these
matters) (all of the foregoing collectively referred to herein as
the “ Claims ”); provided ,
however , t
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