GUARANTY
Exhibit 10.16
GUARANTY
The undersigned hereby unconditionally guarantees the due and punctual payment by First
Solar, LLC (“First Solar”) of any amounts that become payable to Xxxxxx X. (“Chip”) Hambro
(hereinafter “Employee”) pursuant to Section 1.5(a), and only such Section, of the
Employment Agreement between First Solar and Employee dated as of May 30, 2001 (as amended by the
First Amendment to Employment Agreement (the “Amendment”) to which this Guaranty is
attached, the “Employment Agreement”), subject to the following limitations. The
undersigned’s obligation to pay any amounts to Employee pursuant to this Guaranty shall arise only
if and to the extent that any such amounts become payable and are not first satisfied by First
Solar. The undersigned’s obligation to pay any amounts to Employee pursuant to this Guaranty shall
apply only to claims for payment upon the undersigned which arise and are asserted by December 31,
2007. The Guaranty shall expire with respect to claims arising or asserted after December 31,
2007, regardless of whether Section 5(a) remains in effect with respect to First Solar after that
date.
In addition, upon a Change of Control that occurs after December 31, 2005, the undersigned may
assign its obligations under this Guaranty to the acquiror of or successor to the ownership
interest of the undersigned in First Solar (or successor that owns, in whole or in part, any
successor entity to First Solar in the case of a merger, asset sale or similar transaction, or new
investor in the case of a sale of First Solar securities directly from First Solar to such new
investor) on terms substantially similar to this Guaranty. Upon such assignment and assumption,
the obligations of the undersigned under this Guaranty will completely and automatically expire and
terminate. A “Change of Control” shall mean the consummation of any transaction or series of
transactions (whether structured as a sale of membership units or capital stock of or by First
Solar, merger, consolidation, reorganization, recapitalization, asset sale or otherwise) directly
or indirectly resulting in the undersigned, Xxxx X. Xxxxxx or any entity Controlled by Xxxx X.
Xxxxxx collectively owning less than 51% of the equity securities of First Solar (or less than 51%
of the equity securities of any successor entity to First Solar in the case of a merger, asset sale
or similar transaction) entitled to vote generally in the (a) election of Managers of First Solar
or its successor, (b) direct management of First Solar or its successor (if First Solar or its
successor becomes or is a member-managed limited liability company), or (c) election of directors
(if First Solar or its successor becomes or is a corporation). “Controlled” shall mean possession
of the power to direct or cause the direction of management or policies (whether through ownership
of securities or partnership or other ownership interests, by contract or otherwise).
During the term of this Guaranty the undersigned will maintain cash on hand (or commitments
for such cash) as necessary to satisfy its obligations arising under this Guaranty. Through
December 31, 2007, $300,000 of such cash will be held in a certificate of deposit issued by a state
or federally chartered banking or saving institution.
This Guaranty is effective as of the effective date of the Amendment and shall be governed by
and construed in accordance with the Laws of the State of Delaware, without regard to choice or
conflict of laws principles.
| TRUE NORTH PARTNERS, L.L.C. | ||||
| By: | TRUE NORTH MANAGEMENT COMPANY, its Manager | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name Printed: | Xxxxxxx X. Xxxxxx | |||
| Title: | President | |||
