GT Advanced Technologies243 Daniel Webster HighwayMerrimack, NH 03054Phone: +1 603.883.5200Fax: +1 ###-###-#### www.gtat.com
EX-10.2 3 exhibit102.htm EXHIBIT Exhibit 10.2 
November 18, 2014
Mr. John J. Ray III
649 Palm Circle
NAPLES, Florida 34102
Dear John:
On behalf of GT Advanced Technologies Inc. (“GTAT”), I wish to convey our appreciation for your decision to join the Board of Directors of GTAT. We are very are pleased that you have decided to help us reach our objectives.
According to its bylaws, the business and affairs of GTAT shall be managed by or under the direction of the Board of Directors. Our bylaws also state that Directors shall be elected annually and shall hold office until the next annual meeting.
The Board of Directors will meet on a regular basis, approximately four times each year, in addition to the Annual Meeting. Special meetings may be called periodically by the Chairman of the Board or the President and CEO of GTAT, Thomas Gutierrez.
Your compensation as a director will be $60,000 per year, payable quarterly in advance. In addition, you will compensated for additional fees in conjunction with your service on th following committees of the Board of Directors: Restructuring Committee Chairman $15,000; Restructuring Committee Member $75,000; Special Committee member $75,000. You shall also be eligible for reimbursement for reasonable and customary food, travel and lodging expenses incurred by you in connection with your service as a member of the Board.
In addition, the Company will provide you the customary indemnification under its charter and under a separate indemnification agreement.
We are truly excited about the prospect of your joining our Board. Please confirm your acceptance by executing the enclosed copies of this letter, and returning via scan/email one copy to GTAT, attention Hoil Kim ( ***@***). As always, please feel free to contact me should you wish to discuss any aspect of your service on GTAT’s Board of Directors.
GT Advanced Technologies 243 Daniel Webster Highway Merrimack, NH 03054 | Phone: +1 ###-###-#### Fax: +1 ###-###-#### | www.gtat.com |
Sincerely,
/s/Matthew E. Massengill
Matthew E. Massengill
Chairman
cc: Hoil Kim
Accepted:
/s/John J. Ray III
John J. Ray III
Date: November 21, 2014
GT Advanced Technologies 243 Daniel Webster Highway Merrimack, NH 03054 | Phone: +1 ###-###-#### Fax: +1 ###-###-#### | www.gtat.com |
