Solar Thin Films
Solar
Thin Films
00
Xxxxxxxx Xxxxxxxxx
Xxx
Hills, New York 11746
April 7,
2009
Xx. Xxxxx
Xxxxx
000 Xxxxx
Xxxxxx
Haddonfield,
New Jersey 08033
Dear
Xxxxx:
The
purpose of this letter is amend and modify the terms of your current employment
with Solar Thin Films, Inc. (“Solar Thin”) and its
subsidiaries (collectively, with Solar Thin, the “Company”). As
you know, your current employment agreement with Solar Thin (the “Xxxxx Employment
Agreement”) expires on June 1, 2010. This letter agreement
will serve to amend the terms and conditions of the Xxxxx Employment Agreement,
as follows:
1. Resignation. You
hereby agree to resign as President and Chief Executive Officer of Solar Thin
and the Company effective as of March 31, 2009. In addition,
you hereby agree to resign as a member of the board of directors of Solar Thin
and the Company effective as of March 31, 2009.
2. New
Duties. Effective as of April 1, 2009, you will be
appointed as Group Vice President and General Manager of the Thin Film Equipment
Group of the Company. The Thin Film Equipment Group shall consist of
the manufacture and sale of amorphous silicon thin film solar module
manufacturing equipment and equipment lines (the “PV
Equipment”). In such connection, during the remaining Term (as
defined) of your employment, you will devote your full business and professional
time and attention to your duties on behalf of the Company. You and
your associates will be primarily responsible for generating orders and sales of
PV Equipment. In addition, you will provide general oversight of the
manufacturing operations of the Kraft Elektronika Zrt and Buda Solar
subsidiaries of Solar Thin, and together with Xxxxxx Xxxxxxxx and Xxxxxx
Xxxxxxx, be responsible for generating profits for the Thin Film Equipment
Group. The board of directors of Solar Thin may, from time to time,
request your attendance at board of directors meetings to give reports on the
Thin Film Equipment Group and to answer questions of the board, and you agree to
attend such board meetings as an invited guest.
3. Term and
Salary. The term of the Xxxxx Employment Agreement (the
“Term”) will
expire on June 1, 2010. For the period commencing April 1, 2009 and
ending September 30, 2009, your annual salary shall be fixed at the rate of
$225,000, payable in monthly installments of $18,750 each. For the
period commencing October 1, 2009, you monthly salary shall be reduced to the
rate of $180,000 per annum, payable in monthly installments of $15,000
each. At the expiration of such term of the Xxxxx Employment
Agreement, we will discuss a mutually acceptable renewal or modification of such
agreement; it being understood, however, that neither you nor the Company will
have any obligation to renew, modify or otherwise extend the term of the Xxxxx
Employment Agreement beyond June 1, 2010.
4. Payment of Accrued
Salary. On the earlier of June 30, 2009 or completion of
an equity financing for Solar Thin in excess of $3.0 million, the Company will
pay to you in one payment all accrued and unpaid salary that is owed under the
Xxxxx Employment Agreement for all periods through and including the date of
payment of such accrued and unpaid salary. Failure to pay such amount
will constitute a breach and will be considered Good Cause for Resignation
subject to provisions of the current employment agreement.
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5. Commissions. In
addition to and not in lieu of your annual salary, you and your associates shall
be entitled to receive a sales commission on all PV Equipment that is sold or on
which Firm Orders (as defined) are received by the Company during the term of
your employment as Group Vice President and General Manager of the Thin Film
Equipment Group of the Company. As used herein, a “Firm Order” shall
be defined as both (i) the execution of a definitive agreement to purchase and
sell PV Equipment and (ii) the payment of an initial deposit or down payment by
the customer. The commission payable to you shall be equal to:
(a) a
percentage to be determined by mutual agreement on or before April 30, 2009, of
the “net sales price” (defined as gross selling price, less returns, discounts
and allowances) of such PV Equipment, as and when paid in cash by the customer
to the Company (the “Agreed Percentage”),
less
(b) the
amount of all other finders fees, commissions and other payments made or payable
by the Company to any other person, firm or corporation who participates in or
assists you in the sale of such PV Equipment (including, without limitation,
Xxxxx Xxxxxxxx).
In no event shall the Company be
obligated to pay, in connection with the proposed sale of any PV Equipment,
commissions or finders fee in excess of the Agreed Percentage of the net sales
price, unless otherwise approved in advance by the board of directors of Solar
Thin, after full disclosure to the board of all amounts payable to you as well
as all other persons who participated in or assisted you in connection with the
proposed sale of PV Equipment.
Alternatively, the Bonus Agreement,
signed as part of the Buda Merger documents will replace the Commission
arrangement defined above once it becomes effective.
6. Shares and
Options.
(a) All
3,000,000 shares of common stock of Solar Thin Power, Inc. owned by you shall
immediately and irrevocably vest and shall not be subject to any risk of
forfeiture by you.
(b) We
each acknowledge and agree with respect to the stock options entitling you to
purchase up to 3,600,000 shares of Solar Thin common stock (the “Option Shares”), as
follows:
(i) stock
options for 3,000,000 Options Shares shall be deemed to have fully vested as of
March 31, 2009. The remaining 600,000 Option Shares that have not
vested shall be forfeited as of March 31, 2009;
(ii) the
exercise price of all stock options (whether or not Option Shares shall have
vested) are hereby reduced from $0.533 per share to $0.18 per share,
representing 100% of the closing price of Solar Thin common stock as at March
27, 2009; the effective date of this amendment to the Xxxxx Employment
Agreement; and
(iii) as
set forth in the Xxxxx Employment Agreement, all stock options for vested Option
Shares may be exercised by you on a “cashless exercise” basis.
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(c) You
further agree to waive any further rights to receive the 187,617 shares of Solar
Thin common stock previously granted to you annually under the Xxxxx Employment
Agreement.
7. Miscellaneous.
(a) Except
as otherwise amended pursuant to this letter agreement, all of the other terms
and conditions of the Xxxxx Employment Agreement shall remain in full force and
effect and are incorporated by this reference herein, including, without
limitation, your right to participate in all health benefits and related
programs made available to executives of the Company.
If the foregoing accurately reflects
the substance of our mutual agreement and understanding, please so indicate by
executing and returning a copy of this letter agreement in the space provided
below.
Very
truly yours,
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By:
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/s/ Xxxxxx X. Xxxxx
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Xxxxxx
X. Xxxxx,
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Chief
Financial Officer
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ACCEPTED
AND AGREED TO,
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This
7th
day of April 2009:
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/s/ Xxxxx Xxxxx
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XXXXX
XXXXX
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