SOLR GT Solar International, Inc. (MM)

- Proxy Statement (definitive) (DEF 14A)

19 Juillet 2011 - 12:02PM
Edgar (US Regulatory)

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

	Filed by the Registrant  ý
	Filed by a Party other than the Registrant  o
	Check the appropriate box:
	o		Preliminary Proxy Statement
	o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	ý		Definitive Proxy Statement
	o		Definitive Additional Materials
	o		Soliciting Material Pursuant to §240.14a-12
	GT SOLAR INTERNATIONAL, INC.
	(Name of Registrant as Specified In Its Charter)
	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ý		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

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July 19, 2011

Dear Stockholder:

        You are cordially invited to attend the Annual Meeting of Stockholders of GT Solar International, Inc., which will be held on Wednesday, August 24, 2011 at 8:00 a.m., local time, at The Langham Boston, 250 Franklin Street, Boston, Massachusetts.

        The notice of annual meeting, proxy statement and proxy card (or voter instruction form if your shares are held through a broker or bank) are enclosed along with a copy of our Annual Report on Form 10-K. The notice and proxy statement are first being sent to stockholders on or about July 19, 2011.

        You will find information regarding the matters to be voted on at the meeting in the attached notice and proxy statement.

        Whether or not you plan to attend the Annual Meeting of Stockholders, it is important that your shares be represented. You may vote your shares by proxy by mailing a completed proxy card or by phone or the Internet by following the instructions provided on the enclosed proxy card or voter instruction form.

        We look forward to seeing you at the meeting.

		Sincerely,
		Thomas Gutierrez President and Chief Executive Officer

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243 Daniel Webster Highway
Merrimack, New Hampshire 03054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

        The 2011 Annual Meeting of Stockholders of GT Solar International, Inc. will be held on Wednesday, August 24, 2011 at 8:00 a.m., local time, at The Langham Boston, 250 Franklin Street, Boston, Massachusetts. At the Annual Meeting, we expect stockholders will consider and vote upon the following matters:

1.

To elect as directors to the Board of Directors the seven (7) nominees named in the attached proxy statement.



2.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2012;



3.

To approve the GT Solar International, Inc. 2011 Equity Incentive Plan;



4.

To conduct an advisory vote on executive officer compensation; and



5.

To conduct an advisory vote on the frequency of executive officer compensation advisory votes.

        The stockholders will also act on such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

        Our Board of Directors recommends you vote "FOR" : (i) each of the nominees for director named in this proxy statement, (ii) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2012, (iii) the GT Solar International, Inc. 2011 Equity Incentive Plan, (iv) our 2011 executive officer compensation, and (v) annual advisory votes on executive officer compensation.

        You may vote at the 2011 Annual Meeting if you were a stockholder of record at the close of business on June 27, 2011. To ensure that your vote is properly recorded, please vote as soon as possible using the Internet, by phone or by mail, even if you plan to attend the Annual Meeting. You may still vote in person if you attend the Annual Meeting. For further details about voting, please refer to the section entitled "About the Annual Meeting" beginning on page 1 of the attached proxy statement.

        Our Annual Report on Form 10-K is being sent with this notice and proxy statement.

IF YOU PLAN TO ATTEND:

         Please note that space limitations make it necessary to limit attendance to stockholders. Registration will begin at 7:30 a.m. Each stockholder may be asked to present valid picture identification, such as a driver's license or passport. Stockholders holding stock in brokerage accounts will need to bring a copy of the voting instruction card or a brokerage statement reflecting stock ownership as of June 27, 2011 in order to be admitted to the meeting. Cameras, recording devices and other electronic devices will not be permitted at the meeting. Directions to the 2011 Annual Meeting of Stockholders where you may vote in person, can be found in the Investor Relations section of our website at www.gtsolar.com.

By Order of the Board of Directors,

Hoil Kim
Vice President, Chief Administrative Officer,
General Counsel and Secretary
July 19, 2011

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2011 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

ABOUT THE ANNUAL MEETING			1
PROPOSAL 1—ELECTION OF DIRECTORS			5
	Certain Information Regarding Directors		5
	Vote Required		10
	Recommendation		10
CORPORATE GOVERNANCE			11
	Corporate Governance Guidelines		11
	Board Leadership Structure		11
	Risk Oversight		11
	Board Diversity		12
	Board Composition		12
	Committees of the Board of Directors		13
	Code of Ethics for Senior Financial Officers		15
	Compensation Committee Interlocks and Insider Participation		15
	Code of Conduct		15
	Communications with the Board		16
	Nominating and Corporate Governance Committee Processes for Identifying Director Nominees		16
	Family Relationships		17
EXECUTIVE COMPENSATION			18
	Compensation Discussion and Analysis		18
	Compensation Committee Report		37
	Summary Compensation Table		38
	Grants of Plan-Based Awards Table		40
	Outstanding Equity Awards at Fiscal Year-End		41
	Option Exercises and Stock Vested Table		42
	Pension Benefits		42
	Non-qualified Deferred Compensation		42
	Employment Agreements		43
	Potential Payments Upon Termination or Change-in-Control		45
	Equity Compensation Plans		48
DIRECTOR COMPENSATION			49
	Cash Compensation		49
	Equity Awards		49
	Reimbursement of Certain Expenses		50
	Director Compensation Table		50
EXECUTIVE OFFICERS			52
BENEFICIAL STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PERSONS OWNING MORE THAN FIVE PERCENT OF COMMON STOCK			55
RELATED PARTY TRANSACTIONS			57
	Limited Liability Company Agreement of GT Solar Holdings, LLC		57
	Registration Rights Agreement		59

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	Concurrent Secondary Offerings of Shares Owned by GT Solar Holdings, LLC		59
	Repurchase of Shares from GT Solar Holdings, LLC		60
	Non-Employee Director Fees		61
	Statement of Policy Regarding Transactions with Related Persons		61
AUDIT COMMITTEE MATTERS			62
	Audit Committee Report		62
	Principal Accountant Services and Fees		62
	Audit Committee Pre-Approval Policy		63
PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			64
PROPOSAL 3—APPROVAL OF THE GT SOLAR INTERNATIONAL, INC. 2011 EQUITY INCENTIVE PLAN			65
PROPOSAL 4—ADVISORY VOTE ON EXECUTIVE COMPENSATION			71
PROPOSAL 5—ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE			73
OTHER INFORMATION			74
	Section 16(a) Beneficial Ownership Reporting Compliance		74
	Stockholder Proposals and Director Nominations		74
	Annual Report on Form 10-K		74
	Solicitation of Proxies		74
	Miscellaneous		75
HOUSEHOLDING OF ANNUAL MEETING MATERIALS			76

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GT SOLAR INTERNATIONAL, INC.
243 DANIEL WEBSTER HIGHWAY
MERRIMACK, NEW HAMPSHIRE 03054

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

August 24, 2011

        This proxy statement contains important information about the 2011 Annual Meeting of Stockholders of GT Solar International, Inc. This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of GT Solar International, Inc. for use at the 2011 Annual Meeting and at any adjournment of that Meeting. All proxies will be voted in accordance with the instructions they contain. If you submit a proxy or voting instruction form but do not specify your voting instructions, it will be voted in accordance with the recommendation of the Board of Directors. You may revoke your proxy at any time before it is exercised at the Annual Meeting by giving our Secretary written notice to that effect, by submitting a later dated proxy or by attending the meeting and voting in person. If you need directions to the 2011 Annual Meeting of Stockholders, please call GT Solar's Investor Relations Group at (603) 883-5200 or visit the Investor Relations section of our website at www.gtsolar.com .

ABOUT THE ANNUAL MEETING

        References to the "Company," "GT Solar," "we," "us" and "our" in this proxy statement mean GT Solar International, Inc.

Who is soliciting my vote?

        The Board of Directors of GT Solar International, Inc. (the "Board of Directors" or the "Board") is soliciting your vote at the 2011 Annual Meeting of Stockholders ("2011 Annual Meeting").

What am I voting on?

        You are voting on:

•

Proposal 1: Election of the nominees named in this proxy statement to the Board of Directors.



•

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2012.



•

Proposal 3: Approval of the GT Solar International, Inc. 2011 Equity Incentive Plan.



•

Proposal 4: Executive officer compensation (on an advisory basis).



•

Proposal 5: Frequency of votes on executive officer compensation (on an advisory basis).

        The stockholders will also act on any other business that may properly come before the 2011 Annual Meeting.

How does the Board recommend that I vote my shares?

        The Board recommends a vote " FOR ": (i) each of the nominees for director named in this proxy statement, (ii) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2012, (iii) the GT Solar International, Inc. 2011 Equity Incentive Plan, (iv) our 2011 executive officer compensation, and (v) annual advisory votes on executive officer compensation. Unless you give other instructions on your proxy card or voting instruction form that you return, the persons named as proxy holders will vote in accordance with the recommendation of the Board.

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Who is entitled to vote?

        Only stockholders of record at the close of business on June 27, 2011 will be entitled to vote at the 2011 Annual Meeting. As of that date, we had outstanding 126,484,076 shares of our common stock. Each share of common stock is entitled to one vote on each proposal submitted to the shareholders at the 2011 Annual Meeting. There is no cumulative voting.

How many votes must be present to hold the meeting?

        Your shares are counted as present at the 2011 Annual Meeting if you attend the meeting and vote in person or if you return a properly completed proxy by Internet, telephone or mail (or a voting instruction form if you are not the registered owner of your shares). In order for us to convene the 2011 Annual Meeting, holders of a majority of our outstanding shares of common stock as of June 27, 2011 must be present in person or by proxy at the meeting. This is referred to as a quorum. Proxy cards or voting instruction forms that reflect abstentions and "broker non-votes" (as described below) will be counted as shares present to determine whether a quorum exists to hold the 2011 Annual Meeting, but will not be counted as voting on a particular matter.

What is a "broker non-vote"?

        Under the rules that govern brokers who have record ownership of shares that they hold in a brokerage account for their clients who are the beneficial owners of the shares (which shares are commonly referred to as being held in "street name"), brokers have the discretion to vote such shares on discretionary, or routine, matters but not on non-discretionary, or non-routine, matters. "Broker non-votes" generally occur when shares held by a broker nominee for a beneficial owner are not voted with respect to a proposal because the broker nominee has not received voting instructions from the beneficial owner and lacks discretionary authority to vote the shares. "Broker non-votes," if any, will not be counted in determining whether a majority (or plurality) of the vote of the shares presented and entitled to vote has been cast, or whether a matter requiring a majority (or plurality) of the shares present and entitled to vote has been approved.

        As noted above, stockbrokers, banks and other nominees will have discretionary authority with respect to routine matters such as the ratification of the appointment of our independent registered public accounting firm; however, they will not have discretionary authority with respect to the election of directors, "say on pay" advisory votes, "say on pay frequency" advisory votes, or approval of an equity incentive plan. As a result, with respect to all matters other than ratification of the appointment of our independent registered public account firm, if the beneficial owners have not returned a voting instruction form and provided instructions to the stockbroker, bank and other nominee, as applicable, with respect to that matter, those beneficial owners' shares will be included in determining whether a quorum is present but will not be voted and will be considered to be an abstention, having no effect on the vote for such matters.

        We encourage you to promptly and accurately complete the voting instruction form provided by your broker so your votes are counted in accordance with your wishes at the 2011 Annual Meeting.

How many votes are needed for the proposal to pass?

        A plurality of the voting power present in person or represented by proxy and entitled to vote at the 2011 Annual Meeting is required for the election of each director. Accordingly, the seven nominees for director identified in this proxy statement who receive the highest number of votes at the 2011 Annual Meeting will be elected. Votes for directors that are withheld will have no effect on the election of directors.

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        Approval of proposal 2 (ratification of Deloitte & Touche LLP as our independent registered public accounting firm) and proposal 3 (approval of the 2011 Equity Incentive Plan) requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the 2011 Annual Meeting. Proposal 4 (advisory vote on executive compensation) and proposal 5 (advisory vote on the frequency of executive compensation advisory votes) are advisory and therefore there is no vote that is required for approval. For proposal 4, although the vote is non-binding, the Board of Directors and the Compensation Committee value the views of the stockholders and will consider the results when making future compensation decisions for our named executive officers. On proposal 5, the Board of Directors will adopt the frequency that receives the most votes.

What if I vote "WITHHOLD" or "ABSTAIN"?

        In the election of directors, you may vote "FOR" all or some of the nominees or you may vote to "WITHHOLD" with respect to one or more of the nominees. A vote to "WITHHOLD" on the election of directors will have no effect on the outcome.

        For (i) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2012, (ii) the GT Solar International, Inc. 2011 Equity Incentive Plan and (iii) our 2011 executive officer compensation, you may vote "FOR", "AGAINST" OR "ABSTAIN". If you "ABSTAIN", your shares will be counted as present for purposes of determining whether enough votes are present to hold the 2011 Annual Meeting, but a vote to "ABSTAIN" on the ratification of the appointment of the independent registered public accounting firm, the 2011 Equity Incentive Plan or the advisory vote on executive compensation will have the same effect of a vote of "AGAINST". Finally, in connection with the frequency of votes on executive officer compensation, you may vote "ONE YEAR," "TWO YEARS," "THREE YEARS," or "ABSTAIN." If you "ABSTAIN", your shares will be counted as present for purposes of determining whether enough votes are present to hold the 2011 Annual Meeting, but a vote to "ABSTAIN" will have no effect on the outcome of the advisory vote on the frequency of votes on executive officer compensation.

How do I vote?

        If your shares are registered directly in your name with GT Solar's transfer agent, BNY Mellon Investor Services LLC, or "Mellon," you are considered, with respect to those shares, the holder of record. You can vote either in person at the meeting or by proxy without attending the 2011 Annual Meeting. Holders of record have three options for submitting their votes by proxy: (1) using the Internet, (2) by phone or (3) by mail. Please follow the voting instructions on your proxy card. Proxies submitted by the Internet or telephone must be received by 11:59 p.m. Eastern Time on August 23, 2011.

        If you hold your GT Solar stock in "street name", your ability to vote by telephone, by mail or over the Internet depends on your broker's voting process. Please follow the directions on your voter instruction form carefully.

        Even if you plan to attend the 2011 Annual Meeting, we encourage you to vote your shares by proxy. If you plan to vote in person at the meeting and you hold your shares of GT Solar common stock in "street name," you must bring a copy of the voting instruction card or a brokerage statement reflecting stock ownership on the close of business on the record date to be admitted to the meeting and you must obtain a proxy from your broker and bring that proxy to the meeting.

Can I change or revoke my vote?

        Yes. You can change or revoke your vote at any time before the polls close at the 2011 Annual Meeting by (1) submitting another timely and later-dated proxy by Internet, telephone or mail,

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(2) delivering written instructions to our Secretary prior to the meeting, or (3) attending the meeting and voting in person. Your attendance at the meeting alone will not revoke your proxy.

        If you hold shares in "street name," you must follow the instructions on your voting instruction form to revoke any prior voting instructions.

Who counts the votes?

        We have hired Mellon to count the votes represented by proxies cast by ballot, telephone and the Internet. A representative of Mellon will act as Inspector of Election and will be present at the 2011 Annual Meeting.

What if I return my proxy card or voting instruction form but don't vote for some of the matters listed?

        If you are the record holder of your shares and return a signed proxy card without indicating your vote, or if you are the beneficial owner of your shares and return a signed voting instruction form without indicating your vote, your shares will be voted " FOR " (i) each of the nominees for director named in this Proxy Statement, (ii) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2012, (iii) the GT Solar International, Inc. 2011 Equity Incentive Plan, (iv) our 2011 executive officer compensation, and (v) annual advisory votes on executive officer compensation.

Can other matters be decided at the 2011 Annual Meeting?

        We are not aware of any other matters that will be considered at the 2011 Annual Meeting. If any other matters are properly presented at the 2011 Annual Meeting, Thomas Gutierrez, Richard Gaynor and Hoil Kim, the named proxies, will vote or act in accordance with their best judgment on such matters.

Who can attend the meeting?

        The 2011 Annual Meeting is open to all GT Solar stockholders. If you need directions for the meeting, please call GT Solar's Investor Relations Group at (603) 883-5200 or visit the Investor Relations section of our website at www.gtsolar.com . When you arrive at the meeting location, The Langham Boston, 250 Franklin Street, Boston, Massachusetts, please proceed to The Franklin Room. Signs will direct you to the meeting room in The Langham Boston and hotel staff will be on hand to direct stockholders to The Franklin Room. You need not attend the 2011 Annual Meeting to vote.

Can I access the Proxy Statement and Annual Report on the Internet?

        Yes. Our proxy statement and Annual Report to Stockholders are available at our website at http://investor.gtsolar.com.

Where can I find the voting results?

        We will report the voting results in a Form 8-K within four business days after the end of our Annual Meeting.

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PROPOSAL 1—ELECTION OF DIRECTORS

        

Certain Information Regarding Directors

        There are seven nominees for election to our Board of Directors this year. Each director is elected annually to serve until the next annual meeting or until such director's successor is elected and qualified or until such director's earlier death, resignation or removal.

        If you are the record holder of your shares and sign your proxy but do not give instructions with respect to voting for directors, your shares will be voted for the seven persons recommended by the Board. If you are the beneficial owner of your shares and sign your voting instruction card but do not give instructions with respect to voting for directors, your shares will be voted for the seven persons recommended by the Board. If you wish to give specific instructions with respect to voting for directors, you may do so by indicating your instructions on your proxy card or voting instruction card.

        The Nominating and Corporate Governance Committee has recommended to the Board the nomination of the seven nominees set forth below, and the Board has nominated the seven nominees set forth below for election at the 2011 Annual Meeting. Dr. Fusen Chen, who has served as a director since 2008, informed the Board that he will not stand for re-election and, as a result, his service on the Board of Directors will cease on the date of the 2011 Annual Meeting. All of the nominees have indicated to GT Solar that they will be available to serve as directors. Each nominee currently serves as a director of GT Solar. In the event that any nominee should become unavailable, however, the named proxies, Thomas Gutierrez, Richard Gaynor and Hoil Kim, will vote for a nominee or nominees designated by the Board, unless the Board chooses to reduce the number of directors serving on the Board.

        As a result of Dr. Chen's decision to not stand for re-election to our Board, the Board reduced the number of directors constituting the entire Board from eight to seven, such reduction to be effective as of the date of the Annual Meeting.

        Under the rules of the U.S. Securities and Exchange Commission, we are required to disclose that proxies cannot be voted for a greater number of persons than the number of nominees named, in this case seven nominees.

        Set forth below is the principal occupation and other information about the nominees based on information furnished to us by each director. Following each nominee's biographical information, we have provided information concerning the particular experience, qualifications, attributes and/or skills that led the Nominating and Corporate Governance Committee and the Board to conclude that each nominee should serve as a director. Information about the number of shares of GT Solar common stock beneficially owned by each director appears below under the heading "Beneficial Stock Ownership of Directors, Executive Officers and Persons Owning More than Five Percent of Common Stock." There are no family relationships among any of the directors and executive officers of GT Solar.

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J. Michal Conaway Director Age: 62 Committee Memberships: Audit (Chair), Nominating and Corporate Governance Director since: 2008		J. Michal Conaway has served as a director since May 2008. He is the founder and has served as the Chief Executive Officer of Peregrine Group, LLC, an executive consulting firm, since 2002, and has been providing consulting services since 2000. Prior to 2000, Mr. Conaway held various management and executive positions, including serving as Chief Financial Officer, of Fluor Corporation, an engineering, procurement, construction and maintenance services provider. He serves as a director of Quanta Services, Inc., a provider of specialized contracting services, as well as a director of privately-held Elgin National Industries, Inc. and privately-held Enterra Holdings Ltd., which provides consulting services through one of its subsidiaries. Mr. Conaway holds an M.B.A. degree from Pepperdine University and is a Certified Public Accountant.
		Key Attributes, Experience and Skills: Mr. Conaway was selected to serve as a director because he has extensive accounting and financial experience, including having served as Chief Financial Officer of multiple public companies, and due to his related operating, financial and strategic experience, and his service on the board of directors of several public and private companies (including service on their Audit Committees).
Ernest L. Godshalk Director Age: 66 Committee Memberships: Audit, Compensation (Chair) Director since: 2006		Ernest L. Godshalk has served as a director since July 2006. Since 1993, Mr. Godshalk has served as the Managing Director of Elgin Management Group, a private investment company. He is also a director of Verigy Ltd., which provides test systems and solutions to the semiconductor industry, and Hittite Microwave Corporation, which provides integrated circuits, modules and systems for technically demanding radio frequency, microwave and millimeterwave applications. From February 2001 until he retired in December 2004, Mr. Godshalk served as President, Chief Operating Officer and a director of Varian Semiconductor Equipment Associates, Inc., a supplier of semiconductor manufacturing equipment. Mr. Godshalk is a graduate of Yale University and Harvard Business School.
		Key Attributes, Experience and Skills: Mr. Godshalk was selected to serve as a director for his educational background and experience in management, accounting and finance, his extensive knowledge of our industry that was gained from his employment as a senior operating executive and chief financial officer of public companies engaged in businesses similar to ours, and his experience as a director of other public companies.

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Thomas Gutierrez Director Age: 62 Director since: 2009		Thomas Gutierrez was appointed our President and Chief Executive Officer and a director in October 2009. He served as Chief Executive Officer and a member of the board of directors of Xerium Technologies Inc., a company that develops, manufactures and markets technically advanced synthetic textiles, from 2001 to 2008. From 1995 to 2001, Mr. Gutierrez also served as Chief Executive Officer of Invensys Power Systems, a provider of power control and energy storage products, systems and services for industrial applications. Mr. Gutierrez has extensive international experience in product development, manufacturing, marketing and sales. Mr. Gutierrez has also held several executive officer positions with Pulse Engineering from 1992 to 1994, Pitney Bowes, Inc. from 1985 to 1992 and Motorola, Inc. from 1981 to 1984. Mr. Gutierrez currently serves on the board of directors of: Veeco Instruments Inc., a global provider of process equipment solutions for data storage, LED, solar and other advanced manufacturers, Verso Paper Corp., a provider of coated papers, and PhytoChem Pharmaceuticals, a pharmaceutical company he founded. He received his BSc. degree in Electrical Engineering from Florida Institute of Technology.
		Key Attributes, Experience and Skills: Mr. Gutierrez was selected to serve as a director for his extensive international experience in product development, manufacturing, marketing and sales in the energy storage industry and other related industries and his service as a director of a public company. Mr. Gutierrez's training and established leadership skills, including having served as Chief Executive Officer of a public company, enable him to provide operational, strategic and financial guidance.
Matthew E. Massengill Chairman of the Board Age: 50 Committee Memberships: Nominating and Corporate Governance (Chair) Director since: 2008		Mr. Massengill has served as a director since September 2008 and as Chairman of the Board since November 2010. Mr. Massengill served as Chairman of the Board of Western Digital Corporation, a provider of computer hard disc drives, from November 2001 to March 2007. Mr. Massengill served as President and Chief Executive Officer of Western Digital Corporation from January 2000 to October 2005. Mr. Massengill currently serves as a director of Western Digital Corporation and MicroSemi Corporation, an integrated circuits and semiconductor manufacturing company. Mr. Massengill holds a B.S. in engineering from Purdue University.
		Key Attributes, Experience and Skills: Mr. Massengill was selected to serve as a director because he has technical training and over 20 years business and leadership experience in the technology industry, including service as the Chief Executive Officer of a public company in that industry and service on the boards of directors of several public companies.

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Mary Petrovich Director Age: 48 Committee Memberships: Compensation Director since: 2011		Ms. Petrovich has served as a director since May 2011. From December 2008 through June 2011, Ms. Petrovich served as General Manager of AxleTech International, a supplier of off-highway and specialty vehicle drive train systems and components. Ms. Petrovich served as Chairman and Chief Executive Officer of AxleTech International from 2001 through the December 2008, at which time the company was sold to General Dynamics. Prior to joining AxleTech, in 2000, Ms. Petrovich was President of the Driver Controls Division of Dura Automotive, a designer and manufacturer of driver control systems. Ms. Petrovich is also a director of Woodward, Inc., an independent designer, manufacturer, and service provider of energy control and optimization solutions used in global infrastructure equipment, and Modine Manufacturing Company, a diversified global leader in thermal management technology and solutions. Ms. Petrovich holds a B.S. in Industrial and Operations Engineering from the University of Michigan, and an MBA from Harvard Business School.
		Key Attributes, Experience and Skills: Ms. Petrovich was selected as a director due to her extensive experience with operating and leading large industrial organizations, including service as the Chief Executive Officer in the industrial design and manufacturing space and service on the boards of directors of several public companies. In addition, Ms. Petrovich brings a wealth of experience in mergers, acquisitions and the integration of acquired businesses in the automotive, off-highway and transportation industries. This experience, together with her operational experience with Six Sigma lean manufacturing techniques and supply chain management, and her experience in evaluating new business opportunities, provides the Board with valuable perspective.

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Robert E. Switz Director Age: 64 Committee Memberships: Audit, Nominating and Corporate Governance Director since: 2011		Mr. Switz has served as a director since May 2011. Mr. Switz served as a director, President and Chief Executive Officer of ADC Telecommunications, Inc., a supplier of network infrastructure products and services, from 2003 to 2010, and as its Chairman from 2008 to 2010. Mr. Switz served as ADC's Chief Financial Officer as well as Executive Vice President from 2001 to 2003. Mr. Switz also served as President and Chief Financial Officer of ADC's former Broadband Access and Transport Group from November 2000 to April 2001. Prior to joining ADC, Mr. Switz was employed by Burr-Brown Corporation, a manufacturer of precision micro-electronics, most recently as Vice President, Chief Financial Officer and Director, Ventures & Systems Business. Mr. Switz is also a director of Broadcom Corporation, a manufacturer of semiconductor solutions for wired and wireless communications, and Micron Technology, Inc., a manufacturer of advanced memory and semiconductor technology. Mr. Switz holds a B.S. in Marketing/Economics from Quinnipiac University and an MBA in Finance from the University of Bridgeport.
		Key Attributes, Experience and Skills: Mr. Switz was selected as a director due to his extensive operations, finance and international experience in the technology industry, including service as a Chief Executive Officer of a large and growing organization. Mr. Switz also offers in-depth expertise in finance and accounting, both due to his tenure as a Chief Financial Officer and service as an Audit Committee financial expert with another public company. Mr. Switz also brings considerable directorial and governance experience through his past service on the board of directors of public companies.
Noel G. Watson Director Age: 74 Committee Memberships: Compensation Director since: 2008		Noel G. Watson has served as a director since November 2008. Mr. Watson is the Chairman of the Board of Jacobs Engineering Group Inc., a provider of technical, professional and construction services, a position he has held since 2006. Mr. Watson served as Chief Executive Officer of Jacobs Engineering Group Inc. from November 1992 to April 2006 and as President of Jacobs Engineering Group Inc. from 1987 to July 2002. Mr. Watson is a director of privately-held Rotex Global LLC, a developer of screening equipment and technology for the process industries. Mr. Watson holds a B.S. in chemical engineering from the University of North Dakota.
		Key Attributes, Experience and Skills: Mr. Watson was selected to serve as a director for his technical training, leadership experience and service on the other boards of directors for other companies, including service as the Chief Executive Officer of a public company.

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        Ms. Petrovich and Mr. Switz were appointed to our Board of Directors in May 2011. The procedures used to identify and appoint Ms. Petrovich and Mr. Switz were consistent with the process described below under "Corporate Governance—Nominating and Corporate Governance Committee Processes for Identifying Director Nominees." Ms. Petrovich and Mr. Switz were both identified through a third-party search firm, Korn/Ferry International. Each of Ms. Petrovich and Mr. Switz is nominated for re-election to the Board of Directors.

Vote Required

        The seven persons named in this Proxy Statement receiving the highest number of " FOR " votes represented by shares of GT Solar common stock present in person or represented by proxy at the 2011 Annual Meeting will be elected.

Recommendation

         The Board of Directors recommends that you vote " FOR " the election of each of the seven nominees identified above.

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CORPORATE GOVERNANCE

        

Corporate Governance Guidelines

        In August 2009, our Nominating and Corporate Governance Committee adopted corporate governance guidelines, which include guidelines for determining director independence and qualifications for directors, and are published on the Company's website ( www.gtsolar.com ) under the Corporate Governance section of the Investor Relations page.

        Our corporate governance guidelines provide that directors should not be nominated for election to the Board after their 73 ^rd birthday, although the Board may nominate candidates over age 73 if the Board deems appropriate in the stockholders' best interests and our best interests. Mr. Watson, a current director who is being nominated for reelection to the Board at the 2011 Annual Meeting, has already reached the age of 74. Mr. Watson has served as a director since 2008, and is a key board member with strong management and industry experience. As a result, the Board has determined that it is appropriate and in our stockholders' and our best interests to nominate Mr. Watson for an additional one-year term.

Board Leadership Structure

        Matthew E. Massengill has served as Chairman of our Board of Directors since November 2010, when he replaced Mr. J. Bradford Forth who resigned as a director and Chairman of our Board at that time. Including Mr. Massengill, our Board has six independent directors. Thomas Gutierrez, who has served as our President and Chief Executive Officer, is also a member of our Board of Directors. Mr. Gutierrez has served in these positions since October 2009.

        We believe that our current leadership structure has been effective for our company. We believe that having different individuals serve as CEO and chairman of the board and having independent chairs for each of our board committees provides an effective form of leadership for our company. Our President and CEO is responsible for managing the Company and, based on feedback we have received, we believe he is seen by our customers, business partners, investors and other stakeholders as providing strong leadership for the Company. The Chairman of the Board, in comparison, provides leadership on corporate governance and matters relating to Board deliberations. Each of the committee chairs performs a similar leadership role with regard to each committee.

        Our Board has three standing independent committees with separate chairs—the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Our corporate governance guidelines provide that our non-management directors will meet in executive session regularly, and after each executive session a designated director will update the CEO on the key items discussed. These guidelines further provide that directors participating in the executive sessions may make recommendations for consideration by the full Board.

Risk Oversight

        We believe that our President and CEO, together with the Chairman of the Board, the independent committees and the full board of directors, provide effective oversight of the risk management function. Our full Board regularly engages in discussions of risk management and receives reports on business, regulatory, operational and other risks from our officers and our advisors. Our Board also provides direction on mitigating the risks identified by management and external advisors. Each of our Board committees also considers the risks to our operations and business within its area of responsibilities. For example:

•

financial reporting risks are typically addressed in the Audit Committee through review of internal audits, committee agenda items, ethics and whistleblower updates and other discussions

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(in addition, the Audit Committee and Board regularly review information regarding our liquidity and operations, as well as the risks associated with each);

•

in consultation with our independent executive compensation consultants, our Compensation Committee reviews executive compensation and retention risks as part of its on-going executive compensation review and individual compensation discussions; and



•

Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance (In addition, the full Board of Directors annually reviews executive succession planning and development).

Board Diversity

        Our Board does not have a specific diversity policy, but it, and the Nominating and Corporate Governance Committee, considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for Board membership. Our Company believes that diversity is important because a variety of experiences and points of view contributes to a more effective decision-making process. In May 2011, the Board appointed Mary Petrovich as a member, the first female board member.

Board Composition

        Our amended and restated certificate of incorporation provides that our Board of Directors shall consist of such number of directors as determined from time to time by resolution adopted by a majority of the total number of directors then in office. Our Board of Directors currently consists of eight members (Because Dr. Chen is not standing for re-election to the Board, however, following the 2011 Annual Meeting, we will have seven members on the Board of Directors and, effective as of the 2011 Annual Meeting, the Board reduced the number of directors constituting the entire Board from eight to seven). Any additional directorships resulting from an increase in the number of directors or any vacancies may only be filled by a vote of the majority of the directors then in office. The term of office for each director will be until such director's successor is elected and qualified or until such director's earlier death, resignation or removal. Elections for all directors will be held annually.

Director Independence

        The Board has determined that each of the directors, other than Mr. Gutierrez, qualifies as "independent" as independence is defined by Rule 5605(a)(2) of the NASDAQ Stock Market LLC, or NASDAQ, marketplace rules. The Board has not adopted categorical standards in making its determination of independence and instead relies on standards set forth in the NASDAQ Marketplace Rules.

        Our Board of Directors held twelve meetings in fiscal 2011. Each director attended at least 75% of the Board meetings and the total meetings held by all of the committees on which he or she served during the periods that he or she served.

        Recognizing that director attendance at the Annual Meeting can provide our stockholders with an opportunity to communicate with Board members about issues affecting GT Solar, we encourage our directors to attend the annual meeting of stockholders. All of the directors serving at the time of the 2010 Annual Meeting attended and were present at the 2010 Annual Meeting.

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Committees of the Board of Directors

        We currently have an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each committee consists of three persons. All of the members of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are "independent" as defined by the NASDAQ Marketplace Rules. All of the members of our Audit Committee are "independent" as defined by the rules of the Securities and Exchange Commission, or SEC, with respect to Audit Committee membership.

        The following table shows the membership of these committees.

Name		Audit Committee			Compensation Committee			Nominating and Corporate Governance Committee
J. Michal Conaway			X	*					X
Ernest L. Godshalk			X			X	*
Thomas Gutierrez
Matthew E. Massengill									X	*
Noel G. Watson						X
Mary Petrovich						X
Robert E. Switz			X						X

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*

Committee Chair

Audit Committee

        The Audit Committee consists of Messrs. Conaway (Chair), Godshalk and Switz. Mr. Massengill served on the Audit Committee from September 2008 to January 2011, at which point he was replaced by Mr. Watson. Mr. Watson served on the Audit Committee from January 2011 to June 2011, at which point he was replaced by Mr. Switz. The Audit Committee assists the Board of Directors in its oversight of (i) the integrity of GT Solar's financial statements and its financial reporting process, (ii) the systems of internal accounting and financial controls, (iii) the performance of our independent auditor, (iv) the independent auditor's qualifications and independence, and (v) our compliance with legal and regulatory requirements.

        The Audit Committee is responsible for, among other things:

•

selecting, retaining and terminating the independent auditors, establishing the compensation for the independent auditors and resolving disputes between management and the independent auditors regarding financial reporting;



•

discussing with the auditor the overall scope of the audit and the plan for its audit;



•

annually reviewing the independent auditors' report describing the auditing firms' internal quality-control procedures and any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm;



•

discussing the annual audited financial statements and quarterly financial statements with management and the independent auditor;



•

discussing earnings press releases, as well as financial information and earnings guidance;



•

discussing with management and the independent auditors policies with respect to the adequacy and effectiveness of our accounting and financial controls, including our policies and procedures to assess, monitor and manage risk of financial misstatements or deficiencies in internal controls, and legal and ethical compliance programs;

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•

meeting separately, periodically, with management, internal auditors and the independent auditor;



•

reviewing with the independent auditor any audit problems or difficulties and management's response;



•

handling such other matters that are specifically delegated to the Audit Committee by the Board of Directors from time to time; and



•

reporting regularly to the full Board of Directors.

        Each member of the Audit Committee has the ability to read and understand fundamental financial statements. Our Board of Directors has determined that Messrs. Conaway, Godshalk and Switz, who are the current members of the Audit Committee, meet the requirements for an "audit committee financial expert" as defined by the rules of the SEC.

        The specific responsibilities and functions of the Audit Committee are identified in the Audit Committee's Charter, a copy of which is posted on our website ( www.gtsolar.com ) under the heading "Investors—Corporate Governance." A printed copy of this charter may be obtained, without charge, by writing to the Secretary, GT Solar International, Inc., 243 Daniel Webster Highway, Merrimack, New Hampshire 03054. The Audit Committee met nine times in fiscal 2011.

Compensation Committee

        The Compensation Committee consists of Messrs. Godshalk (Chair) and Watson and Ms. Petrovich. Mr. J. Bradford Forth served on the Compensation Committee from June 2008 until November 2010 when he resigned from the Compensation Committee and the Board. Ms. Petrovich joined the Compensation Committee in May 2011. The Compensation Committee is responsible for:

•

reviewing key employee compensation policies, plans and programs;



•

reviewing and approving the compensation of our executive officers;



•

reviewing and approving employment contracts and other similar arrangements between us and our executive officers;



•

reviewing and consulting with the Chief Executive Officer on the selection of officers and evaluation of executive performance and other related matters;



•

administration of equity incentive plans;



•

reviewing other incentive compensation plans;



•

establishing compensation for our directors; and



•

such other matters that are specifically delegated to the Compensation Committee by the Board of Directors from time to time.

        The specific responsibilities and functions of the Compensation Committee are identified in the Compensation Committee's Charter, a copy of which is posted on our website ( www.gtsolar.com ) under the heading "Investors—Corporate Governance." A printed copy of this charter may be obtained, without charge, by writing to the Secretary, GT Solar International, Inc., 243 Daniel Webster Highway, Merrimack, New Hampshire 03054. The Compensation Committee met nine times during fiscal 2011.

Nominating and Corporate Governance Committee

        The Nominating and Corporate Governance Committee consists of Messrs. Massengill (Chair), Conaway and Switz. Mr. Forth served as Chairman of the Committee from June 2008 until November 2010 when he resigned from the Nominating and Corporate Governance Committee and the Board.

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Mr. Switz joined the Nominating and Corporate Governance Committee in June 2011. The Nominating and Corporate Governance Committee assists the Board of Directors in (i) identifying individuals qualified to become members of our Board of Directors consistent with criteria set by our Board and (ii) developing our corporate governance principles. The Nominating and Corporate Governance Committee is responsible for:

•

evaluating the composition, size and governance of our Board of Directors and its committees and making recommendations regarding future planning and the appointment of directors to our committees;



•

establishing a policy for considering stockholder nominees for election to our Board of Directors;



•

evaluating and recommending candidates for election to our Board of Directors;



•

overseeing the performance and self-evaluation process of our Board of Directors and developing continuing education programs for our directors;



•

developing our corporate governance principles and providing recommendations to the Board regarding possible changes; and



•

reviewing and monitoring compliance with our code of ethics and our insider trading policy.

        The specific responsibilities and functions of the Nominating and Corporate Governance Committee are identified in its charter, a copy of which is posted on the Company's website ( www.gtsolar.com ) under the Corporate Governance section of the Investor Relations page. A printed copy of this charter may be obtained, without charge, by writing to the Secretary, GT Solar International, Inc., 243 Daniel Webster Highway, Merrimack, New Hampshire 03054. The Nominating and Corporate Governance Committee met two times during fiscal 2011.

Code of Ethics for Senior Financial Officers

        We have adopted a code of ethics that applies to our principal executive, financial and accounting officers and all persons performing similar functions. The code of ethics is published on the Company's website ( www.gtsolar.com ) under the Corporate Governance section of the Investor Relations page. A printed copy of this Code may be obtained, without charge, by writing to the Secretary, GT Solar International, Inc., 243 Daniel Webster Highway, Merrimack, New Hampshire 03054. If we waive any material provisions of our code of ethics for senior financial officers or substantively change this code, we will disclose that fact on our website ( www.gtsolar.com ).

Compensation Committee Interlocks and Insider Participation

        Members of our Compensation Committee during fiscal 2011 were Messrs. Godshalk, Watson and Forth. Mr. Forth resigned from the Compensation Committee (and the Board) in November 2010.

        No member of our compensation committee is an officer or employee, nor has any member been an officer or employee at any prior time. There are no interlocking relationships between any of our executive officers and our Compensation Committee, on the one hand, and the executive officers and Compensation Committee of any other companies, on the other hand.

Code of Conduct

        We have adopted a Code of Conduct, a code of ethics that applies to all of our employees and directors, including the Chief Executive Officer, the Chief Financial Officer, the Controller and other senior financial officers. The Code of Conduct is published on the Company's website ( www.gtsolar.com ) under the Corporate Governance section of the Investor Relations page and printed copies may be

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obtained, without charge, by writing to the Secretary, GT Solar International, Inc., 243 Daniel Webster Highway, Merrimack, New Hampshire 03054. If we waive any material provisions of our Code of Conduct with respect to our principal executive officer, principal financial officer, principal accounting officer or controller, or substantively change the Code of Conduct, we will disclose that fact on our website.

Communications with the Board

        Stockholders or other interested parties wishing to communicate with the Board, the non-management directors or any individual director may contact the Board or individual directors by writing to the Board or individual directors, c/o Secretary, GT Solar International, Inc., 243 Daniel Webster Highway, Merrimack, New Hampshire 03054. Our Secretary distributes communications to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which GT Solar tends to receive repetitive or duplicative communications.

Nominating and Corporate Governance Committee Processes for Identifying Director Nominees

        The Nominating and Corporate Governance Committee will consider as potential nominees to become members of our Board of Directors individuals properly recommended by stockholders. Recommendations concerning individuals proposed for consideration by the Nominating and Corporate Governance Committee should be addressed to Secretary, GT Solar International, Inc., 243 Daniel Webster Highway, Merrimack, New Hampshire 03054. Each recommendation should include a personal biography of the suggested nominee, an indication of the background or experience that qualifies the person for consideration, and a statement that the person has agreed to serve if nominated and elected. Stockholders who themselves wish to effectively nominate a person for election to the Board of Directors for consideration by the stockholders, as contrasted with recommending a potential nominee to the Nominating and Corporate Governance Committee for its consideration, are required to comply with the advance notice and other requirements set forth in our By-Laws and described under "Other Information—Stockholder Proposals and Director Nominations."

        The Nominating and Corporate Governance Committee identifies candidates for election to the Board of Directors, reviews their skills, characteristics and experience and recommends nominees for director to the Board for approval. As noted above, the Nominating and Corporate Governance Committee considers properly submitted stockholder recommendations for candidates for the Board. We believe that potential directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders. In addition to reviewing a candidate's background and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of our businesses. The Nominating and Corporate Governance Committee has identified collectively desirable attributes and experiences of all of the Board members taken together. Desirable experience for Board members includes experience in the areas of: (i) management; (ii) strategic planning; (iii) accounting and finance; (iv) domestic and international markets; (v) corporate governance; (vi) industrial equipment manufacturing; and (vii) the solar and LED industries sufficient to provide sound and prudent guidance about GT Solar's operations and interests.

        Desirable personal attributes for prospective Board members include (i) the judgment, strength of character, reputation in the business community, ethics and integrity of the individual; (ii) record of accomplishment in leadership roles; (iii) the business or other relevant experience, skills and knowledge that the individual may have that will enable him or her to provide effective oversight of our business; (iv) the fit of the individual's skills and personality with those of the other Board members; (v) the

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individual's ability to devote sufficient time to carry out his or her responsibilities as a director in light of his or her occupation and other commitments, including, but not limited to, the number of boards of directors of other public companies on which he or she serves; and (vi) the independence of the individual.

        The Nominating and Corporate Governance Committee does not evaluate potential nominees for director differently based on whether they are recommended to the Nominating and Corporate Governance Committee by officers or directors of GT Solar or by a stockholder. The Nominating and Corporate Governance Committee will select qualified candidates and review its recommendations with the Board. During fiscal 2011, the Company paid $179,230 to Korn/Ferry International in connection with the Board's selection of Ms. Petrovich and Mr. Switz to fill the vacancies on our Board of Directors.

Family Relationships

        There are no family relationships between any of our executive officers or directors.

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EXECUTIVE COMPENSATION

        

Compensation Discussion and Analysis

Overview

        Our "named executive officers" for the fiscal year ended April 2, 2011, or fiscal 2011, are: Thomas Gutierrez, our President and Chief Executive Officer; Richard Gaynor, our Vice President and Chief Financial Officer; and Messrs. David W. Keck, David C. Gray and Jeffrey J. Ford, the three most highly compensated officers other than Mr. Gutierrez and Mr. Gaynor who were serving as executive officers as of the end of fiscal 2011.

        The Compensation Committee currently consists of Messrs. Godshalk and Watson and Ms. Petrovich. Mr. Godshalk is the Chairman of the Compensation Committee. Mr. J. Bradford Forth also served as a member of the Compensation Committee during fiscal year 2011 until his resignation from the Compensation Committee and the Board of Directors on November 12, 2010. Messrs. Godshalk and Watson were members of the Compensation Committee for all of fiscal 2011 and Ms. Petrovich joined the Compensation Committee after the conclusion of fiscal 2011, in May 2011. The Compensation Committee is responsible for the oversight, implementation and administration of all of our executive compensation plans and programs. The Compensation Committee determines all of the components of compensation of our CEO, and, in consultation with our CEO, the compensation of the remaining executive officers.

Compensation Policies and Practices

        The primary objectives of our executive compensation program are to:

•

Motivate our executive officers to achieve or exceed our strategic, operational and financial goals;



•

Reward superior performance;



•

Attract and retain exceptional executive officers; and



•

Align the interests of our executive officers and our stockholders.

        Our executive compensation programs are designed to encourage our executive officers to operate the business in a manner that enhances stockholder value. To achieve our objectives, the Compensation Committee has implemented compensation plans that link a substantial portion of our executive compensation to the achievement of performance goals and the performance of our common stock.

        Our compensation philosophy provides for a direct relationship between compensation and the achievement of our overall business goals. For fiscal 2011, a portion of our named executive officers' overall compensation was tied to (i) our annual financial performance pursuant to our 162(m) Performance Incentive Plan; the specific financial metrics were operating income and net cash position (as further described below). Our named executive officers' incentive compensation in fiscal 2011 was also tied, in part, to the achievement of individual executive objectives pursuant to our Executive Incentive Program. We also align interests of our executive officers with our stockholders' long-term interests by providing a significant portion of our executive officers' compensation through equity-based awards.

Compensation Processes

        In setting compensation for our executive officers, the Compensation Committee exercises judgment about each individual and his or her performance. The Compensation Committee also takes into account existing compensation in an effort to create an effective compensation program at a

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reasonable cost to our stockholders. To support our specific business objectives, we may adopt compensation components that are different than those used at comparable companies in light of our unique competitive and operating circumstances, including the rapid growth in operations and profitability that we have recently experienced. Accordingly, while information about standard compensation practices is used as one reference point, the Compensation Committee does not set compensation based on industry benchmarks. As a consequence, target and actual compensation of individual executive officers may be substantially higher or lower than industry median levels for particular components of compensation or overall compensation.

        In setting fiscal 2011 executive compensation, the Compensation Committee retained Frederic W. Cook & Co. as an independent consultant to help management design the appropriate mix of compensation and to help the Compensation Committee evaluate proposed compensation. The Compensation Committee charged Frederic W. Cook & Co. with developing a peer group of companies, assisting us in surveying the practices of peer companies in the United States, as well as other companies with which we compete to attract and retain executive talent, comparing our compensation programs with such companies, reviewing the value of equity compensation previously granted to executives, developing a long-term executive compensation strategy and related services.

        In March 2010, the Compensation Committee retained Frederic W. Cook & Co., Inc., a compensation consulting firm, to conduct an independent study of executive compensation for fiscal 2011. In April 2010, Frederic W. Cook & Co., Inc. presented its review of our compensation program to the Compensation Committee (the "Frederic W. Cook report"). The Frederic W. Cook report included compensation practices and amounts adopted by a "public company peer group," which peer group was selected by the Compensation Committee, taking into account the information provided by Frederic W. Cook & Co., Inc., consisting of companies within a specified range of revenues, operating income, number of employees, industries and market capitalizations. The public company peer group was selected for purposes of comparing our executive compensation program and establishing the elements of the executive compensation program for fiscal 2011. The composition of the public company peer group is consistent with the peer group the Compensation Committee used in fiscal 2010 when approving compensation for fiscal 2010. The public company peer group consisted of the following solar power, semiconductor and semiconductor equipment companies of comparable size to us:

American Super Conductor Corporation		First Solar, Inc.		Powell Industries Inc.
Atheros Communications, Inc.		Hittite Microwave Corporation		Power Integrations Inc.
Brooks Automation Inc.		Intersil Corp.		Sigma Designs Inc.
Cree, Inc.		Linear Technology Corporation		Skyworks Solutions Inc.
Energy Conversion Devices, Inc.		Microchip Technology, Inc.		SunPower Corporation
Fairchild Semiconductor International Inc.		Microsemi Corp.		Teradyne Inc.
FEI Co		MKS Instruments Inc.		Tessera Technologies, Inc.
				Varian Semiconductor Equipment Associates Inc.

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        The Frederic W. Cook report also used data consisting of third-party compensation surveys covering 188 general technology companies with annual revenues between $200 million and $1.0 billion (the "survey companies").

        In analyzing historical cash compensation for our CEO and CFO, the Frederic W. Cook report weighted data for the public company peer group by 75% and data for the survey companies by 25%. In analyzing historical cash compensation for our other named executive officers, the Frederic W. Cook report weighted data for the peer group by 50% and the survey companies by 50%. The Compensation Committee did not identify any specific benchmark for base salary, cash incentive or equity compensation when setting compensation for our executives, but rather used this information as a guide in setting compensation for fiscal 2011.

        In establishing base salaries for named executive officers in fiscal 2011, the Compensation Committee considered base salaries of similarly situated executive officers in the public company peer group and the survey companies, an assessment of the named executive officers' performance and its subjective determinations.

        In April 2010, the Compensation Committee approved annual base salaries for Messrs. Gutierrez, Ford, Keck and Gray for fiscal 2011, all effective April 3, 2010. Mr. Gaynor's base salary for fiscal 2011 was initially set in February 2010 in connection with his hiring and was determined by negotiation and market information provided by Frederic W. Cook & Co., Inc. In October 2010, the Compensation Committee approved increases in the annual base salaries for Messrs. Gutierrez, Gaynor, Gray, Ford and Keck for fiscal 2011, all effective October 1, 2010. In August 2010, the Compensation Committee approved the 2011 Executive Incentive Program and set the target cash bonuses for fiscal 2011 under the 2011 Executive Incentive Program and the 162(m) Performance Incentive Plan for Messrs. Gutierrez, Gaynor, Ford and Gray. Mr. Keck did not participate in either the 2011 Executive Incentive Program or the 162(m) Performance Incentive Plan since his cash incentive payments are made under a commission-based bonus program, as described below. In developing the 2011 Executive Incentive Program and setting bonus targets under the 162(m) Performance Incentive Plan, the Compensation Committee considered information in the Frederic W. Cook report.

        For fiscal 2011, the Compensation Committee determined that our compensation philosophy would take into account (1) total cash compensation at or above the 75 ^th percentile to that paid at comparable companies and (2) long-term incentives at or above the 75 ^th percentile to that paid at comparable companies (these amounts were established by the Compensation Committee, in part, in order to recognize that the financial performance of the Company in fiscal 2011 was well above the median financial performance of many of the companies in the peer group and survey group). These levels, however, were not the only consideration when setting compensation levels, but were used as a point of reference to assist the Compensation Committee in determining compensation amounts. The Compensation Committee has considered these levels, which are higher than those referenced in fiscal 2010, due to the financial performance and growth of the Company during fiscal 2011 and due to the competitive nature of the industry in attracting and retaining a quality management team which the Compensation Committee considered important given turnover experienced by the management team in recent years.

        Prior to approving any compensation package or award, the Compensation Committee gives consideration to the impact of accounting and tax treatments of each particular compensation package or award, including the accounting and tax treatment of stock options and restricted stock units.

        The management of the Company has also engaged Frederic W. Cook & Co., Inc. to advise on the components of the GT Solar International, Inc. 2011 Equity Incentive Plan, which is being presented for approval of the stockholders at the 2011 Annual Meeting. The fees for Frederic W. Cook & Co.'s services in connection with the 2011 Equity Incentive Plan was below $120,000.

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Compensation Components

        We have sought to create an overall compensation program that provides foundational elements, such as base salary and benefits, which are competitive, as well as an opportunity for variable incentive compensation that is paid when short and long-term performance goals are met. Our executive compensation consists of the following components:

•

Base salary



•

Annual cash bonus incentives



•

Long-term incentive awards—equity grants

        We also provide certain retirement benefits and limited perquisites.

        For fiscal 2011, the target compensation mix for each named executive officer is set forth in the following table. For purposes of the table below, annual incentive compensation is based on the aggregate target bonus for each named executive officer under the 2011 Executive Incentive Program and the 162(m) Performance Incentive Plan, except for Mr. Keck, who does not participate in the 2011 Executive Incentive Program or the 162(m) Performance Incentive Plan. A named executive officer may receive more than or less than his aggregate target bonus. As a result, the relative amounts shown in the table below do not reflect actual payments made to the named executive officers other than the bonus paid to Mr. Keck. For purposes of the table below, equity-based awards are based on the grant date fair value of stock option and restricted stock unit awards made in fiscal 2011.

        The relationship of base salary, annual incentive compensation and long-term incentive compensation to the overall compensation program varies depending upon the compensation structure

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determined by the Compensation Committee after considering each executive officer's performance, experience, time in the industry and prior equity incentive awards.

Base Salary.

        We provide a base salary to our executive officers to compensate them for their services during the year. The base salary element of our executive compensation program is designed to attract excellent candidates and provide a stable source of income regardless of stock price performance so that executives can focus on a variety of important business metrics in addition to stock price. Base salary is established based on the experience, skills, knowledge and responsibilities required of the executive officers in their roles and, in certain circumstances, the Compensation Committee will consider overall prior year (or prior period) corporate performance when setting or adjusting base salary for executive officers. When establishing the base salaries of the executive officers for fiscal 2011, the Compensation Committee considered a number of factors, including performance, the years of service of the individual, individual's duties and responsibilities, the ability to replace the individual, the base salary at the individual's prior employment, information that became available to us informally through recruitment/search firms in connection with our hiring efforts and through our directors' experience. When the Compensation Committee increased base salaries in October 2010, the decision was based on the management team's success in surpassing financial performance targets and the implementation of key strategic initiatives, each well in advance of the timeline established by the Compensation Committee. We seek to maintain base salaries at levels that are sufficient to allow us to attract and retain executive talent.

        Base salaries for executive officers are reviewed on an annual basis, at the time of a promotion or other change in level of responsibilities, as well as when competitive circumstances may require review. Changes in salary are based on evaluation of factors such as the individual's level of responsibility, performance, length of service and level of compensation compared to that of similar positions in other companies. In April 2010, the Compensation Committee reviewed and approved the annual base salaries for our executive officers for fiscal 2011. The base salary of Thomas Gutierrez, our President and Chief Executive Officer, increased from $507,500 to $550,000; the base salary of David R. Gray, Vice President, Strategic Development, increased from $285,000 to $327,750; the base salary of David W. Keck, Vice President and General Manager, Polysilicon, increased from $225,000 to $236,250 and the base salary of Jeffrey J. Ford, Vice President and General Manager, Asia Photovoltaic and Sapphire Equipment, increased from $195,000 to $310,500. The increases for Messrs. Gutierrez, Gray, Ford and Keck were effective retroactively to April 3, 2010. As noted above, Mr. Gaynor's base salary for fiscal 2011 was established at the time he was hired in February 2010. In making increases to base salaries, the Compensation Committee considered base salaries of similarly situated executive officers in the public company peer group and the survey companies, an assessment of the named executive officers' performance and its subjective determinations.

        In October 2010, the Compensation Committee increased the base salary, for the remainder of fiscal 2011, for all named executive officers to acknowledge performance and contributions that had been made during the course of fiscal 2011. Mr. Gutierrez's base salary was increased from $550,000 to $650,000; Mr. Gaynor's base salary was increased from $320,000 to $352,000; Mr. Gray's base salary was increased from $327,750 to $350,693; Mr. Ford's base salary was increased from $310,500 to $341,550; and Mr. Keck's base salary was increased from $236,250 to $307,125. These increases were effective retroactively to October 1, 2010. Among factors considered by the Compensation Committee in increasing salary was the significant increases in revenue and operating income over prior year performance and over the budgets set by the Board of Directors for fiscal 2011, the successful implementation of certain strategic initiatives, including the Crystal Systems acquisition, and the growth experienced by the Company and the related demands placed on the executive team in running a larger and more complex enterprise.

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        The annual salaries in effect for each of the named executive officers as of the end of fiscal 2011 and for fiscal 2012 are as follows:

        When setting base salaries for fiscal 2012 for our named executive officers, the Compensation Committee utilized the process described above for implementing the increases. The Committee considered a number of factors, including performance, years of service, duties and responsibilities, the ability to replace the individual, the base salary at the individual's prior employment, information that became available to us informally through recruitment/search firms in connection with our hiring efforts and through our directors' experience. When the Compensation Committee increased base salaries for fiscal 2012, the financial performance in fiscal 2011, which exceeded targets set earlier in the year, was a significant factor in granting the increase as the Compensation Committee wanted to communicate that surpassing expectations will be rewarded and the recognition that the growth of the Company, and the corresponding increase in the responsibilities of the management team, deserved greater annual compensation. We seek to maintain base salaries at levels that are sufficient to allow us to attract and retain executive talent.

Annual Cash Bonus Incentive.

1.

Overview

        The objectives of the annual cash bonus incentives are to reward executive officers (other than Mr. Keck) for our short-term performance, as measured by operating income and "net cash position" pursuant to the 162(m) Performance Incentive Plan, and individual management by objectives, or MBOs, pursuant to the 2011 Executive Incentive Program. We define operating income, for the purposes of the 162(m) Performance Incentive Plan as income (loss) from operations for such period as reported in our Annual Report on Form 10-K, adjusted to exclude the effect of (a) stock compensation expense, (b) any costs of persons other than us, our officers and directors, which we have incurred under the GT Solar Holdings LLC limited liability company agreement and (c) any extraordinary income or expenses in the reasonable determination of the Compensation Committee. We define "net cash position" as "cash and cash equivalents" as reported in our Annual Report on Form 10-K, (x) reduced by any portion of accounts payable or accrued expenses attributable to the negotiation of any revised terms with suppliers resulting in additional operating charges, (y) increased by any costs paid by us during the period on behalf of persons other than us, our officers and directors under the GT Solar Holdings LLC limited liability company agreement and (z) adjusted for any extraordinary cash flows in the reasonable determination of the Compensation Committee. The Compensation Committee used operating income and "net cash position" as the performance metrics under the cash incentive plan because these metrics are believed to be the most accurate reflection of the financial and operational performance of the Company given its circumstances and market position.

2.

2011 Executive Incentive Program

        In June 2010, the Compensation Committee approved the structure of the 2011 Executive Incentive Program and determined that it was in the best interests of the Company and its stockholders to utilize only individual performance metrics in the program due to, among other reasons, the tax-related benefits. Specifically, in fiscal 2011 the Compensation Committee awarded bonuses for overall

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corporate financial performance under the 162(m) Performance Incentive Plan (as described below), instead of the 2011 Executive Incentive Program because the payments pursuant to the 162(m) Performance Incentive Plan are deductible if in excess of $1 million. This is in contrast to fiscal 2010, when all bonuses were paid out under the 2010 Executive Incentive Program, and a portion of such bonus under the 2010 Executive Incentive Program was contingent upon achieving operating income and "ending cash balance" targets. Such a structure was used in fiscal 2010 because the Company did not expect that the named executive officers' non-deductible compensation would exceed $1 million.

        The 2011 Executive Incentive Program is based on the achievement of individual performance objectives ("MBOs") for each executive officer. The MBOs for each executive officer were determined by the Compensation Committee upon consultation with the CEO and the Board of Directors, at the Compensation Committee's discretion. Although the specific objectives and the relative weightings of those objectives vary for each executive officer, the Compensation Committee selected MBO components from among the following factors. Each named executive officer had MBOs that were directly related to the first, second and third factors identified below. The remaining factors were incorporated into the MBOs, established for one or more of our named executive officers.

1.

Achieving corporate and strategic goals and objectives specified for fiscal 2011.



2.

Developing and executing plans and functional goals that directly and/or indirectly influence the organization's ability to achieve its financial goals for fiscal 2011.



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 individuals can grow and contribute.



5.

Actively supporting a culture that values safety, operational excellence, initiative, innovation, teamwork and quality.



6.

Working as a productive and vital member of the management team. Building productive and 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.



7.

Achievement of functional financial measurements.

        The Compensation Committee retained discretionary authority to adjust the MBO component of the bonus up or down based upon an evaluation of the executive officer's performance and contribution during the year; however, the maximum bonus under the 2011 Executive Incentive Program is limited to two times the target cash bonus.

        Annual aggregate target cash bonuses for fiscal 2011 were determined as a percentage of each individual's base salary for the fiscal year and then allocated between the 2011 Executive Incentive Program and the 162(m) Performance Incentive Plan in a manner designed to be tax-efficient for the Company. When establishing the target cash bonus percentages for the executive officers for fiscal 2011, the Compensation Committee first reviewed the total base salary for the named executive officers and compared such amount with the total cash compensation of executive officers in the public company peer group and the survey companies. The Compensation Committee then, for the purposes of setting bonus percentage (and aggregate bonus) targets, reviewed the numerical difference between the base salary for our named executive officers and the total cash compensation of executive officers in the public company peer group and the survey companies and the difference was used as a baseline for bonus compensation. It should, however, be noted, that when setting bonus compensation and total compensation, the Compensation Committee does not set target bonuses based solely upon total compensation at the peer group or survey companies, but instead used this compensation information

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as a guide for the purpose of setting cash bonus compensation and total compensation. Once the targeted total cash compensation amounts were identified, the Compensation Committee determined the target cash bonus levels based on each named executive officer's base salary and targeted total cash compensation for that individual and adjusted such amounts by taking into account the named executive officer's responsibilities as well as the difficulty of achieving the MBO components set by the Compensation Committee and their relative importance to corporate performance.

        As noted above, in prior years, the Company's Executive Incentive Program included financial metrics, such as operating income and "ending cash balance", but for fiscal 2011 the Compensation Committee utilized the 2011 Executive Incentive Program exclusively with the bonus tied to MBOs to focus management's efforts on achieving individual performance goals designed to improve the overall performance of the organization. In addition, for tax-related reasons, the Compensation Committee also utilized the 162(m) Performance Incentive Plan (as described below) in fiscal 2011.

        A means to compensate the named executive officers and awards under that 162(m) Performance Incentive Plan was determined entirely by reference to financial metrics that were in compliance with the conditions set forth in Section 162(m) of the Internal Revenue Code. In June 2010, the Compensation Committee approved the structure of the 2011 Executive Incentive Program. Depending on performance relative to the pre-determined MBOs, the actual cash bonus for the named executive officers would be less than or greater than their target cash bonuses.

Timing of Bonus Payout Under Existing Plans During Fiscal 2011

        Prior to the end of fiscal 2011, it was evident that the Company would exceed even the optimistic financial objectives that had been identified early in the fiscal year. Management and the Compensation Committee recognized that this was a significant accomplishment given the poor performance of the overall domestic and global economies. Even though the fiscal year had not concluded, the Compensation Committee wanted the executive officers, and the entire employee base, to have some reward for these extraordinary efforts and to motivate them to maintain that level of performance by providing them with a portion of the target bonus they would receive if that level of performance was maintained. In addition, this financial performance was the result, in part, of named executive officers meeting or surpassing their MBOs well in advance of the end of the year. For these reasons, in October 2010, the Compensation Committee approved an accelerated payment to certain executive officers under the 2011 Executive Incentive Program and 162(m) Performance Incentive Plan, which was paid on October 29, 2010. As noted by management and the Compensation Committee, this payment was not an additional bonus for the named executive officers, as this bonus (and the related bonus plans) had been established, and targets set, earlier in the fiscal year (consistent with prior practice at the Company). It was only on an acceleration of the timing of the payment. Under the terms of the applicable bonus plans, the payments were due following the fiscal year end, but due to the reasons set forth above, the decision was made that it was in the best interests of the Company to accelerate a portion of the payment when it became evident in October 2010 that the named executive officers (and other employees) would be entitled to receive following year end. This accelerated payment was equal to one-half of such participant's aggregate target bonus opportunities under the 2011 Executive Incentive Program and 162(m) Performance Incentive Plan. This accelerated payment was deducted from the full-year bonus payments for that named executive officer for fiscal 2011 (under the 2011 Executive Incentive Program and the 162(m) Performance Incentive Plan), which was paid on May 26, 2011. If the accelerated payment had been greater than the aggregate amount such named executive officer would have received under the 2011 Executive Incentive Program and the 162(m) Performance Incentive Plan, such named executive officer would have been entitled to keep the entire payment.

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        The table below sets forth the accelerated payment under the 2011 Executive Incentive Program and 162(m) Performance Incentive Plan for the Company's named executive officers that received such a payment:

        The Compensation Committee expects that it will no longer utilize the Executive Incentive Program in future years, but instead will rely on the 162(m) Performance Incentive Plan to pay cash incentive awards to named executive officers. The reason for the change in approach is tax-related and to use quantifiable metrics for making bonus payments that are directly tied to corporate financial performance. MBOs will still be utilized by the CEO in determining the role, function and objectives of the executive officers.

3.

162(m) Performance Incentive Plan.

        On June 2, 2010, the Compensation Committee approved the performance criteria for awards to be made to executive officers under the 162(m) Performance Incentive Plan for fiscal year 2011 (the "162(m) Plan"). The cash-based awards for a participant were based on our achievement of operating income and net cash position (defined as cash and cash equivalents on the balance sheet after giving effect to certain adjustments, such as reductions to accounts payable to reflect revised terms with suppliers) and were determined in accordance with the following formula:

Award Amount = ((Target Percentage) × (Base Salary) × ( ² / 3 ) × Operating Income Multiplier) + ((Target Percentage) × (Base Salary) × ( ¹ / 3 ) × Net Cash Position Multiplier)

        The Operating Income Multiplier and Net Cash Position Multiplier are based upon formulas established by the Compensation Committee which are, in turn, based upon targets set by the Compensation Committee for the Company's operating income and net cash position, respectively, at the end of fiscal year 2011.

        The Operating Income Multiplier and Net Cash Position Multiplier would have been zero in the event that operating income for fiscal year 2011 or net cash position as of the end of fiscal year 2011 had been 85% or less of target and increased linearly for performance up to 100%, in which event the Operating Income Multiplier and Net Cash Position Multiplier, as the case may be, would be one. For operating income and net cash position achievement exceeding target, the Operating Income Multiplier and Net Cash Position Multiplier, as the case may be, increased linearly such that the multipliers would be two in the event that actual achievement was 110% or more of target. In no event would the Operating Income Multiplier and Net Cash Position Multiplier have exceeded two. In October 2010, the Compensation Committee approved the performance metrics to be used under the 162(m) Plan for fiscal 2011. The payment of cash bonuses was based on pre-determined operating income target of $134.9 million for fiscal 2011 and a pre-determined net cash position target of $265.9 million for fiscal 2011.

        No award would have been paid to participants if we achieved operating income or net cash position less than 50% of the budgeted operating income or net cash position.

        The annual cash bonus awards for fiscal 2011 under the 2011 Executive Incentive Program and 162(m) Performance Incentive Plan were finalized on April 22, 2011 for Messrs. Gutierrez, Gaynor, Gray, and Ford. Given the Company's operating income and net cash position, all named executive

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officers received twice their target under the 162(m) Performance Incentive Plan (and the bonuses referenced later in this paragraph reflect the payments under the 162(m) Performance Incentive Plan). Each named executive officer other than our Chief Executive Officer also conducted a self-appraisal that was reviewed by our CEO, and our CEO conducted his own self-appraisal. The Compensation Committee evaluated these self-appraisals in the context of each executive officer's responsibilities and awarded a percentage of the funded bonus to each individual in accordance with such individual's MBO attainment. Mr. Gutierrez achieved 200% of his MBO goals, resulting in a bonus payment of $975,000; Mr. Gaynor achieved 200% of his MBO goals, resulting in a bonus payment of $316,800; Mr. Gray achieved 200% of his MBO goals, resulting in a bonus payment of $315,624; Mr. Ford achieved 200% of his MBO goals, resulting in a bonus payment of $307,395. The foregoing amounts exclude the accelerated bonus payment made in October 2010.

        On April 22, 2011, the Compensation Committee approved the following target bonus opportunities for fiscal 2012 for the following executive officers under the 162(m) Plan:

4.

Special Performance Payment in Fiscal 2011

        During the third quarter of fiscal 2011, it became evident to both management and the Compensation Committee that the Company would far surpass the operational metrics set forth in the 162(m) Plan prior to the end of such quarter or very early in the fourth quarter. In order to incentivize the management team to continue to build on the success achieved earlier in fiscal 2011 (in addition to the accelerated payment of a portion of the named executive officers' bonus paid in October 2010), and thereby enhance shareholder and enterprise value, the Compensation Committee instituted a discretionary special performance payment (the "Special Bonus Payment") that would only be paid if the Company surpassed an additional, and significantly higher operating income target metric. The goal of this Special Bonus Payment was to encourage management to strive for even greater performance and financial results in the remaining three months of the fiscal year.

        The Compensation Committee approved the Special Bonus Payment for fiscal 2011 on November 23, 2010. Participants in the fiscal 2011 Executive Incentive Plan and the 162(m) Plan were eligible to receive the Special Bonus Payment. The Special Bonus Payment was in an amount up to one times the applicable participant's annual target for fiscal 2011 (the "Participant's Target"). The bonus was contingent on the Company's achievement of operating income targets set by the Compensation Committee. For operating income between 10% over the operating income target of $134.9 (or $148.4) (the "Entry Point") and the mid-point in the range (the "Mid-Point") between the Entry Point and the maximum target established by the Compensation Committee on November 23, 2010, the special bonus would equal between 0% to 25% of a Participant's Target, such bonus amount increasing linearly with achievement of increased operating income. For operating income between the Mid-Point and the maximum target, the special bonus would equal between 25% to 100% of a Participant's Target, such bonus amount increasing linearly with achievement of increased operating income. The Special Bonus Payment was payable in the following increments: (1) 50% upon the filing of the Company's Form 10-K for fiscal 2011 and contingent upon the participant being employed by the Company at the date of filing; and (2) 50% upon the filing of the Company's Form 10-K for fiscal year 2012 and contingent upon the participant being employed by the Company at the date of filing. As a result of the Company exceeding the maximum target, the named executive officers were paid, in fiscal 2012, 50% of the

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Special Bonus Payment that was approved by the Compensation Committee on November 23, 2010. As noted above, the Compensation Committee, in the best interests of the Company and its shareholders and in an effort to increase shareholder value, adopted this special bonus to keep the Company employees motivated to further improve results in fiscal 2011 when it became evident that the Company would exceed the performance targets established by the Compensation Committee earlier in fiscal 2011.

        The Compensation Committee believes that keeping the management of the Company motivated throughout the entire fiscal year is important to increasing shareholder value. While the Compensation Committee does not intend to implement such special bonus payments in the future as a matter of practice, it will do so in those instances where the Committee believes that the costs will produce improved results and increased value for the shareholders.

        5.     Total Cash Incentive Compensation for Fiscal Year 2011

        As noted above, the named executive officers received cash-based incentive compensation in fiscal 2011 pursuant to the 2011 Executive Incentive Program, the 162(m) Plan and the Special Bonus Payment. As noted above, the Special Bonus Payment was a discretionary payment and not part of the 2011 Executive Incentive Program or the 162(m) Plan. The target cash bonus and maximum cash bonus opportunity and the actual cash bonus, as a percentage of base salary, and the actual cash bonus paid for each of the following named executive officers in fiscal 2011, is set forth below. The information contained in this table takes into account the provisions and payments pursuant to (i) the 2011 Executive Incentive Program, (ii) the 162(m) Performance Incentive Plan, (iii) the Special Bonus Payment and (iv) the accelerated payment to the named executive officers under the 2011 Executive Incentive Program and 162(m) Performance Incentive Plan which was paid on October 28, 2010, as described above):

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6.

Commission-Based Bonus Program.

        The annual cash bonus for Mr. Keck is based on a commission that is earned for each order we receive for polysilicon products and services. Mr. Keck's employment agreement provides that with respect to each order for which a commission is earned, a commission is payable as follows: 15% when a deposit is received, 45% when each shipment payment is received and 40% when the final payment is received. Because of the complexity associated with tracking shipment payments, the portion of the commission that relates to shipment payments is paid in two increments: 22.5% of the commission is paid when the first vessel with respect to an order is shipped and 22.5% is paid when the last vessel with respect to that order is shipped. There is no set target amount, but Mr. Keck's total compensation of his base salary and cash bonus was limited to a maximum of $1.5 million under the terms of his employment agreement. We entered the polysilicon business in 2006, and we hired Mr. Keck, a known expert in the polysilicon industry, for his unique skills. The board structured Mr. Keck's compensation package to emphasize variable compensation that is linked to the short-term performance of the polysilicon business and to provide compensation sufficient to attract him to our company. Mr. Keck received commissions of $1.231 million in fiscal 2011 based on our orders, shipments and payments received for polysilicon products and services received in fiscal 2011. In relation to our other named executive officers, Mr. Keck's compensation is weighted more heavily toward cash incentives rather than equity incentives due to compensation arrangements dating back to the establishment of our polysilicon business.

7.

Discretionary Bonus Awards.

        All bonus payments in fiscal 2011 were made pursuant to plans adopted by the Compensation Committee and, other than the Special Bonus Payment, no discretionary bonus awards were granted during the fiscal year. The Special Bonus Payment was a discretionary bonus payable to our named executive officers that was contingent upon meeting an operating income target that was significantly higher than that in the 162(m) Plan.

Long-Term Incentive Awards.

        Our 2008 Equity Incentive Plan provides for the grant of stock options, restricted stock, stock appreciation rights and other stock awards. Our executive officers have received equity compensation awards in the form of incentive stock options and restricted stock units. We have granted long-term incentive awards in the form of stock options and restricted stock units because we believe they are important in our efforts to create and maintain an advantage in the competitive industry in which we operate. Stock options and restricted stock units are designed to align the interests of our executive officers with our stockholders' long-term interests by providing them with equity-based awards that vest over a period of years. The Compensation Committee decided to grant stock options and restricted stock units to executive officers in fiscal 2011 to (i) attract excellent employees, (ii) reward long-term Company performance as measured by appreciation of our stock price, (iii) align the executive officers' interests with those of stockholders, and (iv) promote long-term retention of executives. Also, the Compensation Committee determined to issue these types of equity awards after reviewing market data and information contained in the Frederic W. Cook report.

        The Board of Directors, upon recommendation of the Compensation Committee, granted (1) stock options and restricted stock units to Messrs. Gutierrez, Gray, Keck and Ford in June 2010, (2) stock options and restricted stock units to Mr. Gray in August 2010, and (3) restricted stock units to all named executive officers in November 2010.

        In determining the number of stock options and restricted stock units awarded to the named executive officers in fiscal 2011, our Compensation Committee considered both the estimated intrinsic value of the restricted stock units and the estimated fair value of options based on the Black-Scholes option valuation method, as well as individual performance, cash compensation levels and each such named executive officer's existing equity holdings. Our Compensation Committee also considered

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individual responsibilities of our named executive officers, including Mr. Gutierrez's responsibility for our overall performance, Mr. Gaynor's responsibility for financial reporting and accounting functions, Mr. Gray's responsibility for our strategic development, Mr. Keck's responsibility for building our polysilicon business, which is a significant element of our growth strategy, and Mr. Ford's responsibility for our operations in Asia. In determining the number of options and restricted stock units that were awarded to our named executive officers in fiscal 2011, the Compensation Committee established a dollar value of total awards, which value was based on a percentage of the named executive officer's base salary (such percentage is higher for executive officers who have greater scope of responsibilities), and then valued options using the Black-Scholes option valuation method and valued the restricted stock units at the price of our common stock on the date of grant. In determining the mix of options and restricted stock units, the Compensation Committee allocated 50% of the value of the total award to each type of award. The determination to issue both stock options and restricted stock units reflects our belief that the two types of equity awards, while both linking executive compensation to corporate performance, address different compensation goals. Like many technology companies, our common stock price is highly volatile, which creates uncertainty about the value of certain equity awards. Restricted stock units represent a means of providing equity-related value even if the stock price fluctuates. A stock option, however, is an instrument more directly tied to stock market risk. Accordingly, the stock options we issue are more closely aligned with stock appreciation and have no value if the market price of our common stock during the period in which the option may be exercised is lower than the market price of our common stock on the date of grant.

        On June 2, 2010, the Board of Directors, upon recommendation of the Compensation Committee, awarded restricted stock units and non-qualified stock options under our 2008 Equity Incentive Plan to Messrs. Gutierrez, Gray, Keck and Ford. On August 11, 2010, the Compensation Committee awarded stock options and restricted stock units to Mr. Gray. On November 10, 2010, the Compensation Committee awarded restricted stock units to all of our named executive officers. The tables below set forth these restricted stock units and non-qualified stock options awards. The restricted stock units awarded to the named executive officers vest over four years in four equal annual installments commencing on the first anniversary of the grant date. The non-qualified stock options awarded to the named executive officers vest as follows: (i) 25% of the options vest on the first anniversary of the grant date and (ii) 1/48th of the options vest upon the passage of each full month thereafter.

June 2010 Equity Awards

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