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GTAT > SEC Filings for GTAT > Form 8-K on 18-Oct-2012All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 12, 2012, GTAT Corporation (the "Corporation"), which is a wholly-owned subsidiary of GT Advanced Technologies Inc., entered into a letter agreement with David Keck (the "Agreement"), who serves as the Vice President and General Manager, Polysilicon Division. Mr. Keck is a named executive officer of GT Advanced Technologies Inc.

The Agreement provides that Mr. Keck's existing employment agreement (the "Employment Agreement"), which was entered into in April 2006 (and subsequently amended), be further amended. Specifically, under the Agreement, Mr. Keck agrees to terminate his right to receive certain on-going annual incentive payments which are based on the sale of polysilicon equipment and services. In lieu of such annual incentive payments, the Corporation has agreed to pay Mr. Keck the following: (i) $1.5 million (less annual base salary and the sales incentive paid to Mr. Keck for the quarter ended June 30, 2012), to be paid in three equal quarterly installments beginning with the quarter ended September 30, 2012 and (ii) $2.5 million, to be paid in six equal quarterly installments beginning 30 days following the termination of Mr. Keck's employment with the Corporation under the Independent Consulting Agreement described below (provided that, under certain circumstances, such amount will be reduced to (A) $2.0 million if Mr. Keck terminates his employment prior to December 31, 2013 or (B) $1.5 million if Mr. Keck terminates his employment prior to December 31, 2012). In addition, the Agreement removed an exception to Mr. Keck's non-competition covenant and decreased its length from three years to two years.

Mr. Keck entered into an Independent Consultant Agreement with the Corporation (the "Consulting Agreement") contemporaneously with the Agreement. The Independent Consulting Agreement shall become effective only after Mr. Keck terminates his employment with the Corporation. The Independent Consulting Agreement provides that Mr. Keck will provide consulting services, for a period of 18 months (such period to commence following termination of his employment with the Corporation), in connection with the business operations and technology matters of the Corporation's polysilicon business. Mr. Keck has agreed to make these services available up to 100 hours per quarter during the term of the Consulting Agreement.

Mr. Keck remains an executive officer of the Company.

A copy of the Agreement and Consulting Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein. The descriptions of the Agreement and Consulting Agreement set forth in this Current Report on Form 8-K are qualified in their entirety by the agreements as filed as exhibits to this filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1    Letter Agreement, dated as of October 12, 2012, by and between GTAT
        Corporation and David Keck
10.2    Consulting Agreement, dated as of October 12, 2012, by and between GTAT
        Corporation and David Keck

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