General Counsel Employment Agreement

Exhibit 10.56


GT SOLAR INTERNATIONAL, INC.


EMPLOYMENT AGREEMENT


THIS AGREEMENT (this " Agreement" ) is made as of January 19, 2009, between GT Solar International, Inc., a Delaware corporation (the " Company" ), and David Gray (" Executive" ).


In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. Employment . The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date of this Agreement and ending as provided in paragraph 4 hereof (the " Employment Period" ). Employment with the Company is subject to satisfactory completion of a pre-employment background investigation and drug screening.


2. Position and Duties . (a) During the Employment Period, Executive shall serve as Vice President, Strategic Development of the Company and shall have the normal duties, responsibilities, functions and authority of the Vice President, Strategic Development, subject to the power and authority of the Company' s board of directors (the " Board" ) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, executive and managerial services to the Company and its Subsidiaries which are consistent with Executive' s position as the Board or the Company' s President and Chief Executive Officer may from time to time direct. (b) During the Employment Period, Executive shall report to the Company' s President and Chief Executive Officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company' s and its Subsidiaries' policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company' s and its Subsidiaries' efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the Board, accept other employment or perform other services for compensation. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior approval of the Board; provided that Executive may serve as an officer


or director of or otherwise participate in solely educational, welfare, social, religious, sporting club and civic organizations so long as such activities do not interfere with Executive' s employment with the Company and its Subsidiaries. Executive shall be primarily based at the Company' s headquarters in Merrimack, New Hampshire. Executive understands and agrees that his employment will require travel from time to time. (c) For purposes of this Agreement, " Subsidiaries" shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries. 3. Compensation and Benefits . (a) During the Employment Period, Executive' s base salary shall be at the rate of $285,000 per annum or such higher rate as the Compensation Committee of the Board (the " Compensation Committee" ) may determine from time to time (as adjusted from time to time, the " Base Salary" ), which salary shall be payable by the Company in proportionate, bi-weekly installments and in accordance with the Company' s general payroll practices in effect from time to time. In addition, during the Employment Period, Executive shall be eligible to participate in all of the Company' s employee benefit programs (other than bonuses and other incentive programs, except as otherwise (i) provided herein or (ii) determined by the Board) for which senior executive employees of the Company and its Subsidiaries are generally eligible, and Executive shall be eligible to earn three (3) weeks of paid vacation and six (6) days of paid leave for illness each calendar year in accordance with the Company' s policies. Executive' s participation in the Company' s benefit plans will be subject to the terms of applicable plan documents and the Company' s generally applicable policies, and the Company in its sole discretion may from time to time adopt, modify, interpret or discontinue such plans or policies. (b) During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement in accordance with the Company' s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company' s requirements with respect to reporting and documentation of such expenses. (c) In addition to the Base Salary, during the Employment Period, Executive shall be eligible to participate in the Executive Incentive Program of the Company, the terms of which for fiscal year 2009 are attached as Exhibit A hereto (the " EIP" ), under which Executive may be eligible to receive a bonus based upon the achievement of such performance targets and other conditions as stated in the EIP; provided , however, that Executive must execute a participant agreement with the Company prior to being deemed a participant in the EIP. The Executive' s target bonus for FY 10 shall be 40% of base salary pro-rated for partial year participation. Executive' s " Participation Date" under the EIP shall be July 1, 2009. As special consideration in conjunction with Executive' s hire, Executive shall be eligible to receive a sign-on bonus of $200,000. This payment shall be disbursed in three installments, $80,000 on the first payroll date following the Executive' s start date and $60,000 on the payroll following the executives six month anniversary and $60,000 on the payroll following the executive' s one year

2


anniversary. Installments are contingent upon the Executive being employed with the Company on the date of payment, provided however that if the Executive' s employment is terminated by the company without cause within the first year of employment, any unpaid installments shall accelerate and become payable upon the date of termination. The EIP, if any, for future years shall be determined by the Compensation Committee of the Board of Directors. While the Company does not guarantee the existence or the terms and conditions of any incentive plan in future years, participation in such plans (including equity plans), if any, shall be extended to Executive to an extent commensurate with Executive' s position. (d) Subject to the approval of the Board, Executive will be eligible to receive 110,000 restricted stock units (" RSUs" ) in the Company. Timing of the grant shall be following announcement of the company' s financial results for the third quarter of FY 09 and in accordance with the company' s quarterly window. First anniversary vesting shall be adjusted accordingly to coincide with the anniversary of the executive' s date of hire. The terms, restrictions, limitations and termination provisions of the RSUs will be as set-forth in the form of an RSU agreement attached hereto as Exhibit B and will be subject to the Company' s 2008 Equity Incentive Plan.


(e) All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by the Company and its Subsidiaries. 4. Termination . (a) The Employment Period shall begin on the date of this Agreement and continue until the Employment Period is terminated by (i) Executive' s resignation (with or without Good Reason, as defined below) or death or Disability (as defined below) as determined by the Board in its good faith judgment or (ii) the Company at any time prior to such date with or without Cause (as defined below). Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to Executive; provided that, the Company shall provide at least thirty (30) days advance notice to Executive in the event the Company terminates Executive' s employment without Cause. Executive shall provide at least thirty (30) days advance written notice of Executive' s resignation of employment, with or without Good Reason (as defined below), to the Board. (b) If the Employment Period is terminated by the Company without Cause, or as a result of Executive' s resignation with Good Reason, Executive shall be entitled to: (i) continue to receive his Base Salary, subject to applicable withholding, (paid in accordance with the Company' s general payroll practices in effect on the termination date) as special severance payments from the date of termination for a period of twelve (12) months thereafter (the " Severance Period" ); (ii) to the extent permitted by the applicable benefit plans, continued participation during the Severance Period in medical and dental insurance plans sponsored by the Company on terms and conditions in effect at the time of such

3


termination (including cost sharing, if applicable) substantially similar to those applicable to employees of the Company generally; provided , however, Executive shall be entitled to the payments and benefits described in clauses (b)(i) and (b)(ii) of this paragraph if and only if Executive has executed and delivered to the Company the General Release substantially in form and substance as set forth in Exhibit C attached hereto within twenty-two (22) days following the day of termination and the General Release has become effective, and only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of paragraphs 5, 6 and 7 hereof. Executive shall not be entitled to any other salary, compensation or benefits after termination of the Employment Period, except as specifically provided for in the Company' s employee benefit plans or as otherwise expressly required by applicable law. (c) If the Employment Period is (i) terminated by the Company for Cause or (ii) terminated by Executive without Good Reason (as defined below), Executive shall only be entitled to receive his Base Salary through the date of termination and shall not be entitled to any other salary, compensation or benefits from the Company or its Subsidiaries thereafter, except as otherwise specifically provided for under the Company' s employee benefit plans or as otherwise expressly required by applicable law. The termination of the Employment Period for Cause shall preclude Executive' s resignation with Good Reason. If this Agreement is terminated due to Executive' s death or Disability, Executive shall only be entitled to receive (x) his Base Salary through the date of termination, (y) any benefits Executive or his eligible family members are eligible for under COBRA, and (z) at the sole discretion of the Board, a pro-rata portion (based on the number of days Executive was employed during the fiscal year in which the death or disability occurred) of any annual target bonus Executive would have been entitled to for such fiscal year had the Employment Period not been terminated during such year, payable at the time Executive would have been entitled to receive such bonus had the Employment Period not been terminated. The Board shall retain full discretionary authority to determine whether any bonus is paid, and the size thereof, pursuant to this paragraph 4(c) in effect based upon the Company' s performance as well as Executive' s contribution toward business objectives as demonstrated by the achievement of functional/individual goals. (d) Except as otherwise expressly provided herein, all of Executive' s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination of the Employment Period shall cease upon such termination, other than those expressly required under applicable law (such as COBRA). (e) For purposes of this Agreement, " Cause" shall mean with respect to Executive, one or more of the following: (i) the commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers, (ii) repeatedly reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs in the workplace or other repeated conduct causing the Company or any of its Subsidiaries substantial public disgrace or disrepute or substantial economic harm, (iii) substantial and repeated failure to perform duties as reasonably directed by the Board or the Company' s President and Chief Executive Officer, (iv) any act or omission

4


aiding or abetting a, a supplier or customer of the Company or any of its Subsidiaries to the material disadvantage or detriment of the Company and its Subsidiaries, (v) breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries or (vi) any other material breach of this Agreement which is not cured to the Company' s reasonable satisfaction within fifteen (15) days after written notice to Executive. (f) For purposes of this Agreement, " Disability" shall mean Executive' s inability to perform the essential duties, responsibilities and functions of his position with the Company and its Subsidiaries for a period of 90 consecutive days or for a total of 180 days during any 12-month period as a result of any mental or physical illness, disability or incapacity even with reasonable accommodations for such illness, disability or incapacity provided by the Company and its Subsidiaries or if providing such accommodations would be unreasonable, all as determined by the Compensation Committee in its reasonable good faith judgment. Executive shall cooperate in all reasonable respects with the Company if a question arises as to whether he has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss Executive' s condition with the Company). (g) For purposes of this Agreement, " Good Reason" shall mean if Executive resigns from employment with the Company and its Subsidiaries prior to the end of the Employment Period as a result of the occurrence of one or more of the following events: (i) the Company reduces the amount of the Base Salary (other than as a result of a general across-the-board salary reduction applicable to all senior executives of the Company) (x) elects to eliminate the EIP without permitting Executive to participate in an annual incentive bonus plan in place of the EIP which offers a potential bonus payment comparable to that earnable at 100% of plan target by Executive under the EIP or (y) does not extend to Executive participation in equity plans commensurate with Executive' s position, to the extent senior executives of the Company participate in such equity plans, (ii) the Company changes Executive' s title and reduces his responsibilities or authority in a manner materially inconsistent with that of the position of General Counsel or (iii) the Company changes Executive' s place of work to a location outside of New Hampshire or Massachusetts; provided that in order for Executive' s resignation for Good Reason to be effective hereunder, Executive must provide written notice to the Company stating Executive' s intent to resign for Good Reason and the grounds therefor within thirty (30) days after such grounds exist and grant the Company thirty (30) days from receipt of such notice to remedy or otherwise remove the grounds supporting Executive' s resignation for Good Reason. 5. Confidential Information . (a) Executive acknowledges that the information, observations and data (including trade secrets) obtained by him while employed by the Company and its Subsidiaries concerning the business or affairs of the Company, or any of its Subsidiaries, (" Confidential Information" ) are the property of the Company or such Subsidiary. Therefore, Executive agrees that he shall not disclose to any person or entity or use for his own purposes any Confidential Information or any confidential or proprietary information of other persons or entities in the

5


possession of the Company and its Subsidiaries (" Third Party Information" ) (other than in the ordinary course of performing his duties for the Company), without the prior written consent of the Board, either during or after his employment with the Company, unless and to the extent that the Confidential Information or Third Party Information becomes generally known to and available for use by the public other than as a result of Executive' s acts or omissions. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to Third Party Information, Confidential Information, Work Product (as defined below) or the business of the Company, or any of its Subsidiaries, which he may then possess or have under his control. (b) Executive shall be prohibited from using or disclosing any confidential information or trade secrets that Executive may have learned through any prior employment. If at any time during the Employment Period Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Company' s President and Chief Executive Officer so that Executive' s duties can be modified appropriately. Executive represents and warrants to the Company that Executive took nothing with him which belonged to any former employer when Executive left his prior employment positions and that Executive has nothing that contains any information which belongs to any former employer. If at any time Executive discovers this is incorrect, Executive shall promptly return any such materials to Executive' s former employer and notify the Company' s President and Chief Executive Officer. The Company does not want any such materials, and Executive shall not be permitted to use or refer to any such materials in the performance of Executive' s duties hereunder. (c) Executive acknowledges and agrees that the Company' s business depends on the extensive use of highly proprietary trade secrets related to the business, including (among other things) extremely complex subject matters, in particular, photovoltaic fabrications lines and photovoltaic manufacturing equipment (collectively, " PV" ). Executive acknowledges and agrees that the Company' s trade secrets and Confidential Information related to its business in general, and PV in particular, are unique in the solar power marketplace and that Executive will have access to, and be required to know and use, the Company' s highly proprietary information on a day-to-day basis in his job with the Company. Accordingly, Executive acknowledges and agrees that, should a competitor to the Company gain access to the information Executive will use on a day-to-day basis while employed at the Company, the Company would lose a significant competitive advantage in the marketplace. 6. Intellectual Property, Inventions and Patents . Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company' s or any of its Subsidiaries' actual or anticipated business, research and development or existing or future products or services and which are

6


conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (" Work Product" ), belong to the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company' s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). 7. Non-Compete, Non-Solicitation . (a) Executive acknowledges and agrees that should Executive depart the Company and become engaged by a competitor within a one (1) year period following his departure, Executive would by necessity utilize and rely upon the extensive proprietary information, Confidential Information and trade secrets, related to the business, that Executive was required to know, and use, on a day-to-day basis while employed by the Company. Executive also acknowledges that during the course of his employment with the Company and its Subsidiaries he shall become intimately familiar with the Company' s trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (the " Noncompete Period" ), he shall not directly or indirectly own any interest in, or, in a business capacity, manage, control, participate in, consult with, render services for, be employed by, or in any manner engage in, any business or entity competing with the businesses of the Company or its Subsidiaries as such businesses exist or are in process during the Employment Period or on the date of the termination of the Employment Period, within any geographical area in which the Company or its Subsidiaries engage in such business or actively plan to engage in such businesses at the time of Executive' s departure from the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purposes of this Agreement, competitors of the Company shall include, but not be limited to, the companies listed in Exhibit D hereto. Nothing herein will restrict Executive from the right to practice law following the termination of his employment with the Company. (b) In addition, during the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any Subsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary during the 6-month period prior to the date of ...