Exhibit 10.1
GT SOLAR INTERNATIONAL, INC.
EXECUTIVE INCENTIVE PROGRAM
FY 2009
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.
(c) If the Committee determines that such Participant has substantially exceeded 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) fifty percent (50%) multiplied by (Z) the Bonus Multiplier, subject to the conditions reflected in paragraph (d.) below; provided that such Participant’s MBO Component shall be capped such that in no event shall such Participant’s Bonus Payment exceed the product of 2 and such Participant’s Target Bonus.
(d) Discretionary Authority - Each executive’s MBO bonus shall be calculated as reflected above. In order to ensure close alignment with the earned MBO bonus and each participant’s goal attainment, the Committee, in consultation with the CEO, shall retain discretionary authority to adjust the MBO bonus up or down based upon an evaluation of each participant’s performance and contribution during the plan year.
The Participant’s MBO Component shall be capped such that in no event shall such Participant’s Total Bonus Payment exceed the product of 2 (200%) times such Participant’s Total Target Bonus. The Committee shall determine whether each Participant has not met, met or substantially exceeded such Participant’s MBO Goals. The Committee shall determine the MBO Goals applicable to each Participant as follows:
Such Participant shall submit to the Chief Executive Officer of the Company an initial proposal for such Participant’s MBO Goals for FY 2009. The Chief Executive Officer shall review such proposal, and at the Chief Executive Officer’s sole discretion, discuss such proposal with such Participant and/or modify such proposal. The Chief Executive Officer shall then submit such proposal (after giving effect to any modifications the Chief Executive Officer may have made in his or her sole discretion) to the Committee. The Committee shall review such proposal, and at the Committee’s sole discretion, discuss such proposal with the
Chief Executive Officer, consult with the Board on such proposal, and/or modify such proposal.
Although the specific objectives and their relative weight in determining each Participant’s MBO Goals will be determined by the Committee and will vary for each Participant, the following is intended to provide general guidance regarding the competencies that may be considered in determining a Participant’s MBO Goals:
1. Achieving corporate goals and objectives specified for FY 2009.
2. Developing and executing plans and functional goals that directly and/or indirectly influence the organization’s ability to achieve its financial goals for FY 2009.
3. Delivering highly effective management of operations through leadership of teams, timely communication and the deployment of business processes and systems that anticipate and prepare the organization for growth.
4. Contributing to an organizational culture where people can grow and contribute. Actively supporting a culture that values safety, operational excellence, initiative, innovation, teamwork and quality in everything we do.
5. Working as a productive and vital member of the management team. Building productive collaborative relationships with peers to meet organizational challenges together as a team. Being responsive to the needs of other team members and cultivating a service mentality internally within the line of authority.
6. Achievement of functional financial measurements.
The Committee, after consultation with the Chief Executive Officer and/or the Board at the Committee’s sole discretion, shall determine such Participant’s MBO Goals at its sole discretion and using such criteria as it deems reasonable for each Participant with reference to each Participant’s specific functional objectives.
C. Pro-rata Bonus Payments
In the event that the Participation Date of a Participant occurs after the commencement of FY 2009, such Participant shall be eligible for a pro-rated Bonus Payment calculated based on the number of days such Participant was employed by the Company during FY 2009. Unless otherwise provided in a written agreement between the Company and Participant, no Participant shall be entitled to receive a Bonus Payment if, prior to March 31, 2009, such Participant’s employment with the Company is terminated for any reason.
6. AUTHORITY
The Committee shall have final authority to make all determinations specified in or permitted or deemed necessary under the Program.
7. MISCELLANEOUS
A. Assignment and Transfer
No Bonus Payment or any rights or interests therein shall be assignable or transferable by a Participant.
B. No Guarantee of Employment / No Equity Rights
Nothing contained in the Program shall be construed to create or imply a guarantee of employment for any period of time. Unless otherwise provided in a written agreement between Participant and the Company, employment with the Company is considered to be at-will and may be terminated at any time by Participant or the Company.
C. Withholding
The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Committee, in its sole discretion, deems necessary to be withheld or remitted to comply with the Internal Revenue Code of 1986, as amended, and/or any other applicable law, rule or regulation with respect to any Bonus Payment. Subject to applicable law, each Participant agrees that the Company may satisfy withholding obligations from any source of funds available to the Company and otherwise payable to Participant, including salary payments.
D. Governing Law
All questions pertaining to the validity, construction and administration of the Program and any Participant’s Participant Agreement shall be determined in accordance with the laws of the State of New Hampshire.
E. Amendment and Termination of Program
The Committee shall have the right in its sole discretion to amend the Program at any time and from time to time; provided that no such amendment shall materially and adversely affect the rights of any Participant without the consent of such Participant.
F. Severability
The invalidity or unenforceability of any provisions of the Program in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of the Program in such jurisdiction or the validity, legality or enforceability of any provision of the Program
in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
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EXHIBIT A
PARTICIPANT AGREEMENT
GT SOLAR INTERNATIONAL, INC.
PARTICIPANT AGREEMENT TO THE
EXECUTIVE INCENTIVE PROGRAM
Participant Agreement made as of [ ] (this “Agreement”) between GT Solar International, Inc., a Delaware corporation (the “Company”), and [ ] (“Participant”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the FY 2009 Executive Incentive Program (the “Program”).
1. Right to Participate. The Company hereby grants to Participant the right to participate in the Program pursuant to the terms and conditions thereto.
2. Participant Acknowledgment. Attached hereto as Exhibit A is a copy of the Program. Participant hereby acknowledges receipt of a copy of the Program and agrees to be bound by all terms and provisions thereof.
3. Participation Date. Participant’s Participation Date shall be [ ].
4. Target Operating Income and Target Bookings. For purposes of the Program,
a. the FY 2009 Target Operating Income is $[ ], and
b. the FY 2009 Target Bookings shall be $[ ], and the maximum amount of Bookings attributable to the Company’s turnkey business shall be capped such that bookings credit for non-GT equipment shall be limited to the first $[ ] in total turnkey bookings inclusive of both GT and non-GT equipment. In the event the Turnkey business exceeds $[ ] in bookings, only GT equipment shall receive bookings credit beyond the first $[ ] in total turnkey bookings.
Please note that the Target Operating Income and Target Bookings figures are Company Confidential and not to be disclosed externally.
5. Target Bonus. For purposes of the Program, Participant’s Target Bonus shall equal $ (representing %) of Participant’s base salary during FY 2009.
The table set forth on Annex 1 attached hereto illustrates the Bonus Payment available to Participant at various Bonus Multiplier benchmarks for FY 2009.
6. Individual Goal Achievement. Participant acknowledges and agrees that the Bonus Payment, if any, will be subject to Participant achieving certain individual goals and standards identified by the Committee. The criteria used in assessing individual performance,
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the weight to be assigned such criteria and such Participant’s Performance Achievement Percentage shall be determined by the Committee in its sole discretion. The Bonus Payment, if any, will be calculated in accordance with the Program.
7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Participant.
8. Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
9. Future Incentive Bonus Plans. The Company may in the future adopt one or more incentive plans or programs, with regard to which the Committee shall retain the exclusive right in its sole discretion to determine the applicable terms and to identify the persons eligible to participate. Nothing in this Agreement shall be understood to grant or guarantee Participant a right to participate in any such plan or program.
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IN WITNESS WHEREOF, the Company and Participant have executed this Agreement as of the date first above written.
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[Signature Page to Executive Incentive Program Participant Agreement]
ANNEX 1
Weighted Performance Factor(1)
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| 70% |
| 75% |
| 80% |
| 85% |
| 90% |
| 95% |
| 100% |
| 105% |
| 110% |
| 115% |
| 120% |
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Bonus multiplier |
| 0 |
| 0 |
| 0.2 |
| 0.4 |
| 0.6 |
| 0.8 |
| 1 |
| 1.25 |
| 1.5 |
| 1.75 |
| 2 |
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Financial performance bonus |
| $ | — |
| $ | — |
| $ | 42,188 |
| $ | 84,375 |
| $ | 126,563 |
| $ | 168,750 |
| $ | 210,938 |
| $ | 263,672 |
| $ | 316,406 |
| $ | 369,141 |
| $ | 421,875 |
|
MBO bonus if objectives met |
| $ | — |
| $ | — |
| $ | 14,063 |
| $ | 28,125 |
| $ | 42,188 |
| $ | 56,250 |
| $ | 70,313 |
| $ | 87,891 |
| $ | 105,469 |
| $ | 123,047 |
| $ | 140,625 |
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Total cash compensation (including Base Salary) |
| $ | 375,000 |
| $ | 375,000 |
| $ | 431,250 |
| $ | 487,500 |
| $ | 543,750 |
| $ | 600,000 |
| $ | 656,250 |
| $ | 726,563 |
| $ | 796,875 |
| $ | 867,188 |
| $ | 937,500 |
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Financial performance bonus |
| $ | — |
| $ | — |
| $ | 42,188 |
| $ | 84,375 |
| $ | 126,563 |
| $ | 168,750 |
| $ | 210,938 |
| $ | 263,672 |
| $ | 316,406 |
| $ | 369,141 |
| $ | 421,875 |
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Maximum possible MBO bonus if objectives substantially exceeded |
| $ | — |
| $ | — |
| $ | 28,125 |
| $ | 56,250 |
| $ | 84,375 |
| $ | 112,500 |
| $ | 140,625 |
| $ | 175,781 |
| $ | 210,938 |
| $ | 193,359 |
| $ | 140,625 |
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Total cash compensation (including Base Salary) |
| $ | 375,000 |
| $ | 375,000 |
| $ | 445,313 |
| $ | 515,625 |
| $ | 585,938 |
| $ | 656,250 |
| $ | 726,563 |
| $ | 814,453 |
| $ | 902,344 |
| $ | 937,500 |
| $ | 937,500 |
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(1) This table uses a Base Salary of 375,000 and a Target Bonus of 75%, and shall be adjusted based on each Participant’s individual figures.