Exhibit
10.5


 


EXHIBIT C-3


 


STOCK
OPTION AGREEMENT


 


1.               Grant of Option.  GT Solar
International, Inc., a Delaware corporation (the “Company”), grants
to [                    ]
(the “Optionee”), effective                           
(the “Grant Date”), an option (the “Option”) to purchase an
aggregate of [                        ]
shares of the Company’s common stock, par value $0.01 per share (“Shares”
of “Stock”), at a price of $    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](1), (ii) the Company changes Employee’s title and reduces his
responsibilities or authority in a manner materially inconsistent with that of
the position of [                    ]
or (iii) the Company changes Employee’s place of work to a location
outside of [                    ];
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.


 


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.


 


(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 


 






(1) Include if Participant is a participant in the EIP.


 


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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 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.


 


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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 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.


 


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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.


 


(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:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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.


 


	
   

  	
   

  
	
   

  	
  Optionee Name:
  [                      ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  



 


 


[Signature Page to Second Amended
and Restated Stock Option Plan]