Exhibit 10.3


 


STOCK OPTION AGREEMENT


 


1.     Grant of Option. 
GT Solar International, Inc., a Delaware corporation (the “Company”),
grants to Thomas Gutierrez (the “Optionee”), effective  October 29, 2009 (the “Grant Date”),
an option (the “Option”) to purchase an aggregate of 784,314 shares of
the Company’s common stock, par value $0.01 per share (“Shares” of “Stock”),
at a price of $5.36 per Share (the “Option Price”).  The Option is granted pursuant to the Company’s
2008 Equity Incentive Plan, dated June 30, 2008, (the “Plan”), and
is subject to the terms and conditions of this Stock Option Agreement (this “Agreement”)
and of the Plan. The Shares subject to the Option are referred to collectively
as the “Option Shares.” The grant of the Option by the Company is
subject to the Optionee’s execution and delivery of the Employee
Non-Competition, Non-Disclosure, Proprietary Information and Patent and
Invention Assignment Agreement between the Optionee and either the Company or
GT Solar Incorporated, a Delaware corporation and a wholly-owned subsidiary of
the Company (“GT Solar”) (or, at the discretion of the Committee, a
similar agreement containing such terms as the Committee shall determine) (the “Optionee
Non-Disclosure Agreement”), and the Option and all Option Shares shall be
subject to the terms and conditions of the Optionee Non-Disclosure
Agreement.  This Option is not intended to qualify as an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).  All
capitalized terms not defined herein shall have the meanings ascribed to them
in the Plan.


 


2.     Basic Terms of Option.


 


(a)   Term. 
The term of the Option shall continue from the Grant Date until the date
immediately preceding the tenth anniversary of the Grant Date (the “Expiration
Date”), provided the Option shall only be exercisable as permitted in
Sections 2(b), 2(d) and 2(f) below.


 


(b)   Vesting.  Only the
vested portion of the Option may be exercised. 
Except as otherwise specifically provided in this Agreement and subject
to the continuous employment or engagement of the Optionee with the Company or
any subsidiary or affiliate of the Company (the Company and its subsidiaries
and affiliates are referred to collectively as the “Group” and each individually
as a “Group Company”) until the date on which the Option or applicable
portion thereof is scheduled to become vested, the Option shall become vested
with respect to (i) 1/4th of the Option Shares on the first anniversary of
the Grant Date, and (ii) 1/48th of the Option Shares upon the passing of
each full month thereafter (such that, subject to the other terms and
conditions of this Agreement, the Option shall be vested with respect to all
Option Shares on the fourth anniversary of the Grant Date).  The Option, to the extent vested, shall
become exercisable only as provided in Section 2(d) below, and once
exercisable, shall thereafter remain exercisable until the Expiration Date,
subject to Section 2(f) below. 
The Committee, in its discretion, may accelerate the vesting or
exercisability of the Option or any part thereof at any time and from time to
time. Unless sooner terminated in accordance with the terms of this Agreement,
the entire Option shall expire on the Expiration Date and may not be exercised
in whole or in any part at any time thereafter.


 


(c)   Change in Control. In addition to Section 2(b) above,
upon a termination by the Company (or any of its direct or indirect wholly
owned subsidiaries, as applicable) without Cause (as defined in the Employment
Agreement) or by Optionee with Good Reason (as defined 


 

















 


in the Employment Agreement) of Employee’s employment
with the Company (or any of its direct or indirect wholly owned Subsidiaries,
as applicable) that also constitutes a “separation from service” within the
meaning of Code Section 409A within twelve months following a Change in
Control (as defined below) of the Company (a “Change in Control Termination”),
all of the unvested portion of this Option shall vest (for the avoidance of
doubt, the vesting described in this Section 2(c) is in addition to,
and not in lieu of, any vesting described in Section 2(b) above).


 


(d)   Timing of Exercise. No portion of
the Option may be exercised until such portion has vested.


 


(e)   Definitions. For the purposes
of this Agreement, the following terms shall be defined as follows:


 


(i)            the term “Cause” shall have
the meaning set forth in Employee’s Employment Agreement. If Employee does not
have an Employment Agreement or if such Employment Agreement does not contain a
definition of “Cause” then “Cause” shall mean with respect to Employee one or
more of the following:  (i) the
commission of a felony or other crime involving moral turpitude or the
commission of any other act or omission involving dishonesty, disloyalty or
fraud with respect to the Company or any of its Subsidiaries or any of their
customers or suppliers, (ii) repeatedly reporting to work under the
influence of alcohol or illegal drugs, the use of illegal drugs in the
workplace or other repeated conduct causing the Company or any of its
Subsidiaries substantial public disgrace or disrepute or substantial economic
harm, (iii) substantial and repeated failure to perform duties as
reasonably directed by the Board, (iv) any act or omission aiding or abetting
a competitor, supplier or customer of the Company or any of its Subsidiaries to
the material disadvantage or detriment of the Company and its Subsidiaries, (v) breach
of fiduciary duty, gross negligence or willful misconduct with respect to the
Company or any of its Subsidiaries, or (vi) any breach of the Optionee
Non-Disclosure Agreement between the Company and GT Solar Incorporated, or any
material breach of any other agreement between the Company and Employee.


 


(ii)           the term “Change in Control” means
(1) the consummation of any transaction or series of transactions
resulting in a Third Party (or group of affiliated third parties) owning,
directly or indirectly, securities of the Company possessing the voting power
to elect a majority of the Company’s board of directors (whether by merger,
consolidation or sale or transfer of the Company’s securities) or (2) the
sale, transfer or other disposition of all or substantially all of the business
and assets of the Company, whether by sale of assets, merger or otherwise
(determined on a consolidated basis) to a Third Party (or group of affiliated
third parties);


 


(iii)          the term “Employment Agreement”
means, if Employee is party to an employment agreement with the Company (or a
subsidiary of the Company), the employment agreement between Employee and the
Company (or a subsidiary of the Company, as applicable) as currently in effect
on the date of this Agreement.


 


(iv)          the term “Good Reason” shall
have the meaning set forth in Employees’s Employment Agreement.  If Employee does not have an Employment
Agreement or if such 


 


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Employment Agreement does not contain a definition of “Good
Reason” then “Good Reason” shall mean if Employee resigns from employment with
the Company and its Subsidiaries prior to the end of the employment period as a
result of the occurrence of one or more of the following events:  (i) the Company reduces the amount of
the base salary (other than as a result of a general across-the-board salary
reduction applicable to all senior executives of the Company) or elects to
eliminate the Executive Incentive Program of the Company (“EIP”) without
permitting Participant to participate in an annual incentive bonus plan in
place of the EIP which offers a potential bonus payment comparable to that
earnable at 100% of plan target by Participant under the EIP, (ii) the
Company changes Employee’s title and reduces his responsibilities or authority
in a manner materially inconsistent with that of the position of Chief
Executive Officer or (iii) the Company changes Employee’s place of work to
a location outside of New Hampshire; provided that in order for Employee’s
resignation for Good Reason to be effective hereunder, Employee must provide
written notice to the Company stating Employee’s intent to resign for Good
Reason and the grounds therefor within thirty (30) days after such grounds
exist and grant the Company thirty (30) days from receipt of such notice
to remedy or otherwise remove the grounds supporting Employee’s resignation for
Good Reason.


 


(v)           the term “Third Party” means
any person or entity who or which (1) does not own any of the Company’s
securities as of June 30, 2008, (2) is not controlling, controlled by
or under common control with any person or entity that owns any of the Company’s
securities as of June 30, 2008, and (3) is not the spouse or
descendent (by birth or adoption) of any person who directly or indirectly owns
or controls any of the Company’s securities as of June 30, 2008; and


 


(f)    Exercise Following Termination of
Employment or Engagement.


 


(i)            General.  Except as otherwise provided in this Section 2(f),
if the Optionee ceases to be employed or engaged with the Group for any reason,
the portion of the Option which has not then become vested (the “Unvested
Portion”) shall automatically expire and the portion of the Option, if any,
which has become vested and has not yet been exercised (the “Vested Portion”)
shall be and continue to be exercisable until the earlier of (x) the date
that is sixty (60) days after the date of termination of employment or
engagement or (y) the Expiration Date, whereupon the Vested Portion shall
automatically expire to the extent not then exercised.


 


(ii)           Cause.  If the Optionee’s employment or engagement is
terminated for Cause (as defined in the Employment Agreement including any
termination if it is later determined that Cause existed at the time of
termination), the entire Option, including the Vested Portion shall expire
immediately upon such termination.


 


(iii)          Death or Disability.  If the Optionee’s employment or engagement is
terminated by reason of the Optionee’s death or Disability (defined below),
then upon such termination the Unvested Portion shall automatically expire and
the Vested Portion shall be and continue to be exercisable until the earlier of
(A) the one hundred and eightieth (180th) day after the date of such
termination or (B) the Expiration Date, whereupon the Vested Portion shall
automatically expire to the extent not then exercised. A termination for “Disability”
means any termination (x) that is for Disability pursuant to the Optionee’s
employment agreement, if any, or (y) in the absence of such an agreement
defining Disability, if at the time of termination the 


 


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Optionee is eligible to receive long-term disability
benefits under any applicable Group plan or program or Group disability
insurance policy, or any other termination that the Committee, in its
discretion, determines is a termination for Disability.


 


(iv)          Committee Discretion.  Notwithstanding anything to the contrary in Section 2(f),
the Committee, in its discretion may extend the period following termination
during which the Vested Portion may be exercised, but not later than the
Expiration Date.


 


(v)           Violations of Optionee
Non-Disclosure Agreement. 
Notwithstanding anything to the contrary in Section 2 above or
elsewhere, and without limiting any rights or remedies of the Company or GT
Solar under the Optionee Non-Disclosure Agreement or otherwise, upon any
violation of the Optionee Non-Disclosure Agreement, the Option shall be
cancelled and immediately forfeited by the Optionee. The foregoing is in
addition to any other rights and remedies the Company may have under the
Optionee Non-Disclosure Agreement or otherwise, including equitable relief and
the recovery of damages from the Optionee.


 


3.     Exercise of Option.


 


(a)   Exercise Notice.  The Vested Portion may be exercised with
respect to all or any part of the Vested Portion by written notice from the
Optionee to the Company (“Exercise Notice”) specifying the number of
whole Option Shares with respect to which the Option is being exercised (the “Exercise
Shares”), and the aggregate Option Price for such Exercise Shares.  The Option may not be exercised for any
fractional Share unless the Committee determines otherwise.  The Exercise Notice shall be accompanied by
payment of the aggregate Per Share Exercise Price specified above the such
number of the Option Shares to be acquired upon such exercise.  Such payment shall be made in the manner set
forth in Section 5.6 of the Plan.


 


(b)   Delivery of Shares.  Upon payment of the Exercise Price, the
Company shall make or arrange for prompt delivery of a certificate or
certificates or book-entry interests representing the Exercise Shares,
registered in the name of the Optionee; provided however, that if the Company
or its counsel determines that compliance with any applicable law or regulation
requires that the Company take any action prior to the issuance of the Exercise
Shares to the Optionee, then the Exercise Date shall be extended for such
period as may be necessary to complete such action and no Shares shall be
issued unless and until the Company’s counsel has determined that the Company
has complied with all applicable securities laws, the listing requirements of
any securities exchange on which stock of the same class as the Stock is then
listed, and any other law or regulation applicable to such issuance. The
Company may require that the Optionee furnish or execute such other documents
as the Company shall reasonably deem necessary to (i) evidence such
exercise, (ii) determine whether registration is then required under
applicable securities law, and (iii) comply with or satisfy the
requirements of applicable securities law or other applicable law.


 


4.     Nontransferability of Option.


 


(a)   Restrictions Generally.  This Option is personal to the Optionee and
neither the Option nor any of the rights of the Optionee hereunder may be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) except by the laws of 


 


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descent and distribution, nor shall the Option or any
rights with respect thereto be subject to execution, attachment or similar
process. Upon any attempted transfer, assignment, pledge, hypothecation or
other disposition of the Option or of any rights with respect thereto contrary
to the provisions of this Agreement, or upon the placement or levy of any
attachment or similar process on the Option or any of the Optionee’s rights
hereunder, the Option and all such rights shall expire and become null and
void, unless the Committee, in its discretion, determines otherwise.


 


(b)   Permitted Transfers.  Employee shall only be permitted to transfer,
sell, exchange, assign or otherwise dispose of all or any portion of the Option
in accordance with Section 9.5 of the Plan.


 


(c)   No Special Rights.  The Optionee shall have no rights as a
stockholder with respect to any Option Shares unless and until a certificate or
book-entry interest representing such Option Shares is duly issued and
delivered to the Optionee and the Optionee joins in and becomes a party to the
Stockholders Agreement.  Employee shall
not be entitled to receive a cash or Share payment in respect of the Option
Shares underlying this Option on any dividend payment date for the Shares and no adjustment shall be made for dividends
or other rights for which the record date is prior to the date such stock
certificate or book-entry interest is issued. 
The Optionee, if an employee of any Group Company, hereby acknowledges
that Optionee is an “at will” employee, director, consultant or advisor, as
applicable, and that Optionee’s employment or engagement may be terminated at
any time, before or after exercise of the Option, by either Optionee or the
Group, with or without cause.  Nothing
herein or in the Plan shall be deemed to confer on the Optionee any right to
continued employment or engagement by the Group or limit in any way the right
of the Group to terminate such employment or engagement at any time.


 


5.     Adjustment Transactions. 
The Option and all rights and obligations under this Agreement are
subject to Section 10 of the Plan, the terms of which are incorporated
herein by this reference.


 


6.     Withholding Taxes. 
The Company shall be entitled to withhold from any amounts due and
payable by the Company and/or any of its subsidiaries to Optionee the amount of
any federal, state, local or other tax which, in the opinion of the Company, is
required to be withheld in connection with the vesting of the Option, the
delivery of the Option Shares as provided in Section 3. To the
extent that the amounts available to the Company for such withholding are
insufficient, it shall be a condition to the delivery or vesting, as
applicable, of the Option Shares that Optionee make arrangements satisfactory
to the Company for the payment of the balance of such taxes required to be
withheld. Optionee may satisfy all or part of the tax obligations in connection
with the vesting of the Option or the delivery of the Option Shares by (i) having
the Company withhold otherwise deliverable shares, or (ii) delivering to
the Company shares that have been held by Optionee for at least six months, in
each having a Fair Market Value (as defined in the Plan) equal to the amount
sufficient to satisfy such tax obligations.


 


7.     Miscellaneous.


 


(a)   Except as provided herein, this Option may
not be amended or otherwise modified unless evidenced in writing and signed by
the Company and the Optionee.


 


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(b)   Any notices or other communications required
or permitted under this Option Agreement (“Notices”) shall be in writing
and shall be either personally delivered, sent by express or first class mail
postage prepaid), return receipt requested, or sent by nationally recognized
overnight courier service (overnight delivery, charges prepaid), addressed as
follows:


 


	
  If to the Company:

  	
  GT Solar International, Inc.

  
	
   

  	
  243 Daniel Webster Highway

  
	
   

  	
  Merrimack, New Hampshire 03054

  
	
   

  	
  Attention:  General Counsel

  
	
   

  	
   

  
	
  If to the Optionee:

  	
  To the Optionee’s address as set forth in the
  Group’s

  
	
   

  	
  payroll records.

  



 


Either party may change
its address for Notices by written Notice to the other given in accordance with
this Section 8(b). Notices shall be deemed given when delivered
personally, three days after deposit in the U.S. mail, or two business days
after deposit with a nationally recognized overnight courier service, as
applicable.


 


(c)   The Option and the rights and obligations of
the Company and the Optionee hereunder are subject to the terms and conditions
of the Plan, all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth herein.
In the event of any conflict between the terms of the Plan and the terms of
this Agreement, the terms of the Plan shall govern. Capitalized terms used and
not otherwise defined herein shall have the meanings given such terms in the
Plan.


 


(d)   Any Committee interpretation of the
provisions of the Plan or this Agreement shall be final and binding on all
parties.


 


(e)   This Agreement shall be governed by, and
construed in accordance with,  the laws
of the State of Delaware, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Delaware or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware. 
Any dispute relating to this Agreement shall be heard in the state or
federal courts of the State of Delaware, and the parties agree to jurisdiction
and venue therein.


 


(f)    The Optionee shall keep the terms of this
Agreement strictly confidential other than as may be necessary to enforce his
or her rights hereunder or as otherwise required by law.


 


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  GT SOLAR INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hoil Kim

  
	
   

  	
   

  	
  Name: Hoil Kim

  
	
   

  	
   

  	
  Title: Vice President and General Counsel

  



 


OPTIONEE’S ACCEPTANCE


 


The undersigned hereby accepts the foregoing Option,
acknowledges receipt of a copy of the Company’s 2008 Equity Incentive Plan,
dated June 30, 2008, and agrees to the terms thereof.


 


	
   

  	
  /s/ Thomas Gutierrez

  
	
   

  	
  Optionee Name: Thomas Gutierrez

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address: