Exhibit 10.6


 


GT SOLAR
INTERNATIONAL, INC.


 


RESTRICTED
STOCK UNIT AGREEMENT


 


THIS RESTRICTED STOCK
UNIT AGREEMENT (this “Agreement”) is made as of [                        ],
by and between GT Solar International, Inc., a Delaware corporation (the “Company”),
and [                    ]
(“Director”), in accordance with the 2008 Equity Incentive Plan of the
Company, as the same may be amended from time to time (the “Plan”).


 


The Company and Director
desire to enter into an agreement pursuant to which the Company shall grant to
Director [                      ]
[(        )] restricted stock units
(the “RSUs”) under the Plan.  Each
RSU shall entitle Director to receive from the Company one share of the Company’s
common stock, par value $.01 per share (“Common Stock”) for each RSU
granted hereunder that becomes vested under the terms described herein and in
the Plan.  All of such shares of Common
Stock that may hereafter be delivered to Director pursuant to this Agreement
are referred to herein as “Director Stock.”  Certain definitions are set forth in Section 7
of this Agreement.


 


The parties hereto agree
as follows:


 


1.             Incorporation by Reference; Plan Document
Receipt.  This Agreement is subject in all respects to
the terms and provisions of the Plan (including, without limitation, any
amendments thereto adopted at any time and from time to time unless such
amendments are expressly intended not to apply to the award provided
hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were expressly set forth herein.  Any capitalized term not defined in this
Agreement shall have the same meaning as is ascribed thereto in the Plan.  Director hereby acknowledges receipt of a
true copy of the Plan and that Director has read the Plan carefully and fully
understands its content.  In the event of
a conflict between the terms of this Agreement and the terms of the Plan, the
terms of the Plan shall control.


 


2.             Grant of the RSUs.


 


(a)           The Company hereby grants to Director, as of the date
hereof, [          ] RSUs, subject to the terms and conditions
hereunder.  Director agrees and
understands that nothing contained in this Agreement provides, or is intended
to provide, Director with any protection against potential future dilution of
Director’s stockholder interest in the Company for any reason.  Director shall not have the rights of a
stockholder in respect of the shares of Common Stock underlying these RSUs
until such Common Stock is delivered to the Participant in accordance with Section 4.


 


(b)           The grant of the RSUs by the Company is subject to
Director’s execution and delivery of the attached Confidentiality Agreement
between Director and the Company (or, at the discretion of the Board, a similar
agreement containing such terms as the Board, or a duly 


 

















 


designated committee thereof, shall determine) (the “Director
Confidentiality Agreement”), and these RSUs and all shares of the Director
Stock shall be subject to the terms and conditions of the Director
Confidentiality Agreement.


 


(c)           In connection with the receipt of the RSUs and the
delivery of any Director Stock hereunder, Director represents and warrants to,
and agrees with, the Company that:


 


(i)            The RSUs and the Director Stock to be
acquired by Director pursuant to this Agreement shall be acquired for Director’s
own account and not with a view to, or intention of, distribution thereof in
violation of the Securities Act, or any applicable state securities laws, and
the RSUs and the Director Stock shall not be disposed of in contravention of
the Securities Act or any applicable state securities laws.


 


(ii)           This Agreement constitutes the legal,
valid and binding obligation of Director, enforceable in accordance with its
terms, and the execution, delivery and performance of this Agreement by
Director do not and shall not conflict with, violate or cause a breach of any
agreement, contract or instrument to which Director is a party or any judgment,
order or decree to which Director is subject.


 


(iii)          Director
has not taken any action that constitutes a conflict with, violation or breach
of, and the execution and delivery of this Agreement and the other agreements
contemplated hereby will not conflict with, violate or cause a breach of, any
noncompete, nonsolicitation or confidentiality agreement to which Director is a
party or by which Director is bound. 
Director agrees to notify the Board of any matter (including, but not
limited to, any potential acquisition by the Company) which, to Director’s
knowledge, might reasonably be expected to violate or cause a breach of any
such agreement.


 


(iv)          Director is a resident of the [State]
[Commonwealth] of             .


 


(v)           Director has been advised and encouraged
in writing (via this Agreement) to consult with an attorney and a tax advisor
prior to signing this Agreement.


 


(d)           As an inducement to the Company to issue any RSUs to
Director, and as a condition thereto, Director acknowledges and agrees that
neither the issuance of the RSUs or the delivery of any Director Stock nor any
provision contained herein shall entitle Director to a directorship on the
Board and/or on the board of directors of the Subsidiaries, or affect the right
of the Company to terminate Director’s directorship at any time, with or
without cause.


 


(e)           The Company and Director acknowledge and agree that
this Agreement has been executed and delivered, the RSUs have been granted and
any Director Stock that may be delivered hereunder will be delivered, in
connection with and as a part of the compensation and incentive arrangements
between the Company and Director.


 


(f)            In connection with the issuance of any Director Stock
hereunder, Director hereby agrees and acknowledges that all of the shares of
the Director Stock are subject in all respects to the terms of this Agreement.


 


2

















 


3.             Vesting.


 


(a)           Except as otherwise provided in this Section 3,
the RSUs shall become vested in accordance with the following schedule, if as
of each such date Director has continuously served as a director on the Board
and/or on the board of directors of the Subsidiaries since the date hereof,
such that, subject to the other terms and conditions of this Agreement, all of
the RSUs shall vest on [                        ](1).


 


(b)           Except as otherwise provided in this Section 3,
if Director’s directorship with the Company and/or its Subsidiaries terminates
for any reason (including upon the death or disability of Director prior to the
vesting of all or any portion of the RSUs awarded under this Agreement), such
unvested portion of the RSUs shall immediately be cancelled and Director (and
Director’s estate, designated beneficiary or other legal representative) shall
forfeit any rights or interests in and with respect to any such RSUs.


 


(c)           In addition to Sections 3(a)-(b) above,
upon a termination of Director’s directorship with the Company that also
constitutes a “separation from service” within the meaning of Treas. Reg.
§ 1.409A-3(i)(5) within twelve months following a “Change in Control,”
as defined below, of the Company (the “Change in Control Termination”),
if the Change in Control Termination occurs on or before [                    ],(2) 
all of the RSUs shall vest on the date of the Change in Control Termination.  For purposes of this Agreement, (x) the
term “Change in Control” means (i) 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 members of the
Board (whether by merger, consolidation or sale or transfer of the Company’s
securities) or (ii) 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), and (y) the term “Third
Party” means any person or entity who or which (i) did not own any of
the Company’s securities as of June 30, 2008, (ii) is not
controlling, controlled by or under common control with any person or entity
that owns any of the Company’s securities as of the date of this Agreement and (iii) 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 the date
of this Agreement.  Upon the occurrence
of a Change in Control Termination in the time period described in the first
sentence of this Section 3(c), the Board shall be permitted, in its
sole discretion, to cause the Company to pay to Director in substitution for
the vesting of Director’s RSUs and the delivery of Common Stock to Director
under such circumstances and in respect of each share of Common Stock that
would otherwise be issuable upon such vesting, cash in an amount per share of
Common Stock equal to the price per share payable in the Change in Control in
respect of each issued and outstanding share of Common Stock.


 






(1) One year from date of grant.


 


(2) One year from date of grant.


 


3

















 


4.             Delivery of Common Stock. 
Subject to the terms of the Plan, if the RSUs awarded by this Agreement
become vested, the Company shall promptly distribute to Director the number of
shares of Common Stock equal to the number of the RSUs that so vested; provided
that to the extent required by Section 409A of the Code, delivery of
shares of Common Stock upon a Participant’s “separation from service” within
the meaning of Treas. Reg. §
1.409A-1 shall be deferred until the six month anniversary of such separation
from service.  In
connection with the delivery of the shares of Common Stock pursuant to this
Agreement, the Participant agrees to execute any documents reasonably requested
by the Company and provide therein customary representations and warranties
related to the receipt of such shares of Common Stock.


 


5.             Certificates.  The shares of
Director Stock may be in certificated or uncertificated form, as permitted by
the Company’s Bylaws.  Prior to any
registered public offering of any Common Stock, the Company shall hold each
certificate representing the Director Stock (or shall reflect in its records
the uncertificated Director Stock as being held by the Company) until such time
as such Director Stock is transferred by Director, other than to a trust that
at all times remains solely for the exclusive benefit of one or more of
Director’s spouse and lineal descendants (whether natural or adopted), in
compliance with applicable laws and any agreement imposing restrictions on the
transfer of Director Stock.


 


6.             Restructuring Event.  In the event
of a stock dividend, stock split or recapitalization or a corporate
reorganization in which the Company is a surviving corporation, including
without limitation a merger, consolidation, split-up or spin-off or a
liquidation or distribution of securities or assets other than cash dividends
(a “Restructuring Event”), the number of shares of the Director Stock
held by Director may be adjusted by the Board, or a duly designated committee
thereof, as it reasonably determines is necessary to reflect such Restructuring
Event.


 


7.             Definitions.


 


“Board” means the
Company’s Board of Directors.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time, and the rules and
regulations promulgated thereunder.


 


“Subsidiary” means
any corporation of which the Company owns securities having a majority of the
ordinary voting power in electing the board of directors directly or through one
or more subsidiaries.


 


8.             Notices.  Any notice
provided for in this Agreement must be in writing and must be either personally
delivered, mailed by first class mail (postage prepaid and return receipt
requested) or sent by reputable overnight courier service (charges prepaid) to
the recipient at the address below indicated:


 


4

















 


To the Company:


 


GT Solar International, Inc.

243 Daniel Webster Highway

Merrimack, New Hampshire 03054

Attention: General Counsel


 


To Director:


 


[                                  ]


[                                  ]


[                                  ]


 


or such other address or
to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party.  Any notice under this Agreement shall be
deemed to have been given when so delivered or sent or, if mailed, five days
after deposit in the U.S. mail.


 


9.             General Provisions.


 


(a)           Transferability.  The RSUs
shall not be transferable by Director other than by the laws of will or
descent.  All provisions of this
Agreement shall in any event continue to apply to any RSU transferred as
permitted by this Section 9(a), and any transferee shall be bound
by all provisions of this Agreement as and to the same extent as Director.  Any transfer or attempted transfer of any
RSUs in violation of any provision of this Agreement shall be void, and the
Company shall not record such transfer on its books or treat any purported
transferee of such RSUs as the owner of such stock for any purpose.


 


(b)           Withholding Taxes.  The Company
shall be entitled to withhold from any amounts due and payable by the Company
to Director 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 RSUs or the delivery of shares of the Director Stock.  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 such shares of the Director Stock
that Director make arrangements satisfactory to the Company for the payment of
the balance of such taxes required to be withheld.  The Board, upon the written request of
Director, in the Board’s sole discretion and pursuant to such procedures as it
may specify from time to time, may permit Director to satisfy all or part of
the tax obligations in connection with the vesting of the RSUs or the delivery
of the shares of Director Stock by (a) having the Company withhold
otherwise deliverable shares, or (b) delivering to the Company
already-owned shares, in each case having a Fair Market Value (as defined in
the Plan) equal to the amount sufficient to satisfy such tax obligations,
provided such shares have been held by Director for at least six months.


 


(c)           Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or any
other jurisdiction, but this Agreement shall be reformed, 


 


5

















 


construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.


 


(d)           Complete Agreement.  This
Agreement, the Plan, those documents expressly referred to herein and therein
and other documents of even date herewith embody the complete agreement and
understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.


 


(e)           Counterparts.  This
Agreement may be executed in separate counterparts, each of which is deemed to
be an original and all of which taken together constitute one and the same
agreement.


 


(f)            Successors and Assigns.  Except as
otherwise provided herein, this Agreement shall bind and inure to the benefit
of and be enforceable by Director, the Company and their respective successors
and assigns (including subsequent permitted holders of the RSUs or the Director
Stock); provided that the rights and obligations of Director under this
Agreement shall not be assignable except in connection with a permitted
transfer of the Director Stock hereunder.


 


(g)           Choice of Law.  All questions
concerning the construction, validity, enforcement and interpretation of this
Agreement and the exhibits hereto shall be governed by, and construed in
accordance with, the internal law, and not the law of conflicts, 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.


 


(h)           Remedies.  Each of the
parties to this Agreement shall be entitled to enforce its rights under this
Agreement specifically, to recover damages and costs (including reasonable
attorney’s fees) caused by any breach of any provision of this Agreement and to
exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that
money damages would not be an adequate remedy for any breach of the provisions
of this Agreement and that any party shall be entitled to specific performance
and/or other injunctive relief from any court of law or equity of competent
jurisdiction (without posting any bond or deposit) in order to enforce or
prevent any violations of the provisions of this Agreement.


 


(i)            Amendment and Waiver.  The
provisions of this Agreement may be amended and waived only with the prior
written consent of the Company and Director.


 


*      *     
*      *


 


6

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Restricted Stock Unit Agreement on the date
first written above.


 


	
   

  	
  GT
  SOLAR INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                                      ]

  
	
   

  	
  Title:

  	
  [                                      ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Director]