**Exhibit 10.4**

 

**EXHIBIT C-1**

** **

**GT SOLAR INTERNATIONAL, INC.**

 

**RESTRICTED STOCK UNIT AGREEMEN**T

 

THIS RESTRICTED STOCK UNITAGREEMENT (this “Agreement”) is made as of                             , 2009, by and between GT SolarInternational, Inc., a Delaware corporation (the “Company”), and [                                    ](“Employee”), in accordance with the 2008 Equity Incentive Planof the Company, as the same may be amended from time to time (the “Plan”).  Certain definitions are set forth in Section 7of this Agreement.

 

On [                                    ],the Company granted to Employee [                                    ]restricted stock units (the “RSUs”) under the Plan.  Each RSU entitles Employee to receive fromthe Company one share of the Company’s common stock, par value $.01 per share (“CommonStock”) for each RSU granted hereunder that becomes vested under the termsdescribed herein and in the Plan.  All ofsuch shares of Common Stock that may hereafter be delivered to Employee pursuantto this Agreement are referred to herein as “Employee Stock.”

 

The parties hereto agree asfollows:

 

# *1.*               Incorporationby Reference; Plan Document Receipt.  This Agreement is subject in all respects tothe terms and provisions of the Plan (including, without limitation, anyamendments thereto adopted at any time and from time to time unless suchamendments are expressly intended not to apply to the award providedhereunder), all of which terms and provisions are made a part of andincorporated in this Agreement as if they were expressly set forth herein.  Any capitalized term not defined in thisAgreement shall have the same meaning as is ascribed thereto in the Plan.  Employee hereby acknowledges receipt of atrue copy of the Plan and that Employee has read the Plan carefully and fullyunderstands its content.  In the event ofa conflict between the terms of this Agreement and the terms of the Plan, theterms of the Plan shall control.

# * *

# *2.*               Grantof the RSUs.

# * *

## (a)          The Company granted toEmployee, as of [                                    ],[                                    ]RSUs, subject to the terms and conditions hereunder.  Employee agrees and understands that nothingcontained in this Agreement provides, or is intended to provide, Employee withany protection against potential future dilution of Employee’s stockholderinterest in the Company for any reason. Employee shall not have the rights of a stockholder in respect of theshares of Common Stock underlying these RSUs until such Common Stock is deliveredto the Participant in accordance with Section 4.

##  

## (b)         The grant of the RSUs by theCompany is subject to Employee’s execution and delivery of the attachedProprietary Rights and Confidentiality Agreement between Employee and theCompany (or, at the discretion of the Board, a similar agreement containingsuch terms as the Board, or a duly designated committee thereof, shalldetermine) (the “Employee Confidentiality Agreement”), if Employee isnot currently subject to such an 

##  

## 

##  

## agreement.  These RSUs and all shares of the EmployeeStock shall be subject to the terms and conditions of the EmployeeConfidentiality Agreement or such similar agreement (whether executed inconnection herewith or prior to the date hereof).

##  

## (c)          In connection with the receiptof the RSUs and the delivery of any Employee Stock hereunder, Employeerepresents and warrants to, and agrees with, the Company that:

##  

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

###  

### (ii)                                  This Agreementconstitutes the legal, valid and binding obligation of Employee, enforceable inaccordance with its terms, and the execution, delivery and performance of thisAgreement by Employee do not and shall not conflict with, violate or cause abreach of any agreement, contract or instrument to which Employee is a party orany judgment, order or decree to which Employee is subject.

###  

### (iii)                               Employee hasnot taken any action that constitutes a conflict with, violation or breach of,and the execution and delivery of this Agreement and the other agreementscontemplated hereby will not conflict with, violate or cause a breach of, anynoncompete, nonsolicitation or confidentiality agreement to which Employee is aparty or by which Employee is bound. Employee agrees to notify the Board of any matter (including, but notlimited to, any potential acquisition by the Company) which, to Employee’sknowledge, might reasonably be expected to violate or cause a breach of anysuch agreement.

###  

### (iv)                              Employee is aresident of the [State] [Commonwealth] of [                                    ].

###  

### (v)                                 Employee hasbeen advised and encouraged in writing (via this Agreement) to consult with anattorney and a tax advisor prior to signing this Agreement.

###  

## (d)         As an inducement to theCompany to issue any RSUs to Employee, and as a condition thereto, Employeeacknowledges and agrees that neither the issuance of the RSUs or the deliveryof any Employee Stock nor any provision contained herein shall entitle Employeeto employment with the Company or any of the Subsidiaries, or affect the rightof the Company or any of its Subsidiaries to terminate Employee’s employment atany time, with or without cause.

##  

## (e)          The Company and Employee acknowledgeand agree that this Agreement has been executed and delivered, the RSUs havebeen granted and any Employee Stock that may be delivered hereunder will bedelivered, in connection with and as a part of the compensation and incentivearrangements between the Company (together with its Subsidiaries) and Employee.

##  

## 2

## 

##  

## (f)            In connection with theissuance of any Employee Stock hereunder, Employee hereby agrees andacknowledges that all of the shares of the Employee Stock are subject in allrespects to the terms of this Agreement.

##  

# *3.*               Vesting.

# * *

## (a)          Except as otherwise providedin this Section 3, the RSUs shall become vested in accordance withthe following schedule, if as of each such date Employee has continuouslyserved as an employee of the Company (or any of its direct or indirect whollyowned Subsidiaries, as applicable) since the date hereof, such that, subject tothe other terms and conditions of this Agreement, all of the RSUs shall bevested on [                                    ]:

 
| **Date**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | **Percent of RSUs Vested** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|
| [                                    ]                                                                                                                                                                                                                                                                                        |       | 25%                        |
| [                                    ]  of each of the three years thereafter, up to and including [                                    ] |       | Additional 25%             |

##  

## (b)         Except as otherwise providedin this Section 3, if Employee’s employment with the Company (orany of its direct or indirect wholly owned Subsidiaries, as applicable)terminates for any reason (including upon the death or disability of Employeeprior to the vesting of all or any portion of the RSUs awarded under thisAgreement), such unvested portion of the RSUs shall immediately be cancelledand Employee (and Employee’s estate, designated beneficiary or other legalrepresentative) shall forfeit any rights or interests in and with respect toany such RSUs.

##  

## (c)          In addition to Section 3(a) above,upon a termination by the Company (or any of its direct or indirect whollyowned Subsidiaries, as applicable) without Cause or by Employee with Good Reasonof Employee’s employment with the Company (or any of its direct or indirectwholly owned Subsidiaries, as applicable) that also constitutes a “separationfrom service” within the meaning of Code Section 409A within twelve monthsfollowing a Change in Control of the Company (a “Change in ControlTermination”), all remaining unvested RSUs shall vest (for the avoidance ofdoubt, the vesting described in this Section 3(c) is inaddition to, and not in lieu of, any vesting described in Section 3(a) above).

##  

# *4.*               Deliveryof Common Stock. Subject to the terms of the Plan and Section 6 below, if the RSUsawarded by this Agreement become vested, the Company shall promptly distributeto Employee the number of shares of Common Stock equal to the number of the RSUsthat so vested; provided that to the extent required by Code Section 409A,delivery of shares of Common Stock upon a Participant’s “separation fromservice” within the meaning of Code **Section 409Ashall be deferred until the six month anniversary of such separation fromservice**.  In connectionwith the delivery of the shares of Common Stock pursuant to this Agreement, theParticipant agrees to execute any documents reasonably requested by the Companyand provide 

 

3

----

# * *

# *therein customary representations and warranties related tothe receipt of such shares of Common Stock.*

# * *

# *5.*               Certificates.  The shares of Employee Stock may be incertificated or uncertificated form, as permitted by the Company’s Bylaws.

# * *

# *6.*               CorporateEvent.  In the eventany dividend or distribution of Common Stock, recapitalization, stock split,reverse stock split, reorganization, merger, consolidation, split-up, spin-off,combination, change of control or exchange of Common Stock or other securitiesof the Company, or other corporate transaction or event affects the CommonStock, or in the event of the sale, transfer or other disposition of all orsubstantially all of the business and assets of the Company, whether by sale ofassets, merger or otherwise (determined on a consolidated basis) to a ThirdParty (or group of affiliated Third Parties) (each, a “Corporate Event”),the Board shall, in such manner as it in good faith deems equitable, (i) adjustany or all of the number of shares of Employee Stock or other securities of theCompany (or number and kind of other securities or property) subject to theRSUs, or (ii) make provision for an immediate cash payment to Employee inconsideration for the cancellation of the RSUs, to the extent allowed underCode Section 409A.  Notwithstandingthe provisions of this Section 6 or Section 3(c), inthe event (x) any RSUs would otherwise vest pursuant to Section 3(c) and(y) the Company is not the surviving entity in any Change in Control orthe Company sold, transferred or otherwise disposed of all or substantially allof its business or assets pursuant to such Change in Control, then the Companymay provide that any successor to the Company and/or its assets pursuant tosuch Change in Control shall provide the Employee with the same per shareconsideration provided to a holder of Common Stock in connection with suchChange in Control in lieu of otherwise allowing such RSUs to vest pursuant to Section 3(c).

# * *

# *7.*               Definitions.

# * *

“Board” means theCompany’s Board of Directors.

 

“Cause” shall have themeaning set forth in Employee’s Employment Agreement. If Employee does not havean Employment Agreement or if such Employment Agreement does not contain adefinition of “Cause” then “Cause” shall mean with respect to Employee one ormore of the following:  (i) thecommission of a felony or other crime involving moral turpitude or thecommission of any other act or omission involving dishonesty, disloyalty orfraud with respect to the Company or any of its Subsidiaries or any of theircustomers or suppliers, (ii) repeatedly reporting to work under theinfluence of alcohol or illegal drugs, the use of illegal drugs in theworkplace or other repeated conduct causing the Company or any of itsSubsidiaries substantial public disgrace or disrepute or substantial economicharm, (iii) substantial and repeated failure to perform duties asreasonably directed by the Board, (iv) any act or omission aiding orabetting a competitor, supplier or customer of the Company or any of its Subsidiariesto the material disadvantage or detriment of the Company and its Subsidiaries, (v) breachof fiduciary duty, gross negligence or willful misconduct with respect to theCompany or any of its Subsidiaries, or (vi) [any breach of the ProprietaryRights and Confidentiality Agreement 

 

4

----

** **

betweenthe Company and GT Solar Incorporated, or](1) any materialbreach of any other agreement between the Company and Employee.

 

“Change in Control”means (i) the consummation of any transaction or series of transactionsresulting in a Third Party (or group of affiliated Third Parties) owning,directly or indirectly, securities of the Company possessing the voting powerto elect a majority of the Company’s board of directors (whether by merger,consolidation or sale or transfer of the Company’s securities) or (ii) thesale, transfer or other disposition of all or substantially all of the businessand assets of the Company, whether by sale of assets, merger or otherwise (determinedon a consolidated basis) to a Third Party (or group of affiliated ThirdParties).

 

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

 

“Good Reason” shall have themeaning set forth in Employee’s Employment Agreement.  If Employee does not have an Employment Agreementor if such Employment Agreement does not contain a definition of “Good Reason”then “Good Reason” shall mean if Employee resigns from employment with theCompany and its Subsidiaries prior to the end of the employment period as aresult of the occurrence of one or more of the following events:  (i) the Company reduces the amount ofthe base salary (other than as a result of a general across-the-board salaryreduction applicable to all senior executives of the Company) [or elects toeliminate the Executive Incentive Program of the Company (“EIP”) withoutpermitting Employee to participate in an annual incentive bonus plan in placeof the EIP which offers a potential bonus payment comparable to that earnableat 100% of plan target by Employee under the EIP](2), (ii) theCompany changes Employee’s title and reduces his responsibilities or authorityin a manner materially inconsistent with that of the position of [                    ]or (iii) the Company changes Employee’s place of work to a location outsideof [                    ];provided that in order for Employee’s resignation for Good Reason to beeffective hereunder, Employee must provide written notice to the Companystating Employee’s intent to resign for Good Reason and the grounds thereforwithin 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 groundssupporting Employee’s resignation for Good Reason.

 

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

 

“Subsidiary” meansany corporation of which the Company owns securities having a majority of theordinary voting power in electing the board of directors directly or throughone or more subsidiaries.

 

----

**(1) Include ifEmployee is a party to the Proprietary Rights and Confidentiality Agreement.**

**(2) Include ifEmployee is a participant in the EIP.**

 

5

----

 

“Third Party” meansany person or entity who or which (i) does not own any of the Company’ssecurities as of June 30, 2008, (ii) is not controlling, controlledby or under common control with any person or entity that owns any of theCompany’s securities as of the June 30, 2009 and (iii) is not thespouse or descendant (by birth or adoption) of any person who directly orindirectly owns or controls any of the Company’s securities as of June 30,2009.

 

# *8.*               Notices.  Any notice provided for in this Agreementmust be in writing and must be either personally delivered, mailed by firstclass mail (postage prepaid and return receipt requested) or sent by reputableovernight courier service (charges prepaid) to the recipient at the addressbelow indicated:

# * *

To the Company:

 

GT Solar International, Inc.243 Daniel Webster HighwayMerrimack, New Hampshire 03054Attention: General Counsel

 

ToEmployee:

 

[                                    ]

[                                    ]

[                                    ]

 

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

 

# *9.*               General Provisions.

# * *

## (a)          Transferability.  The RSUs shall not be transferable byEmployee other than by the laws of will or descent.  All provisions of this Agreement shall in anyevent 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 tothe same extent as Employee.  Anytransfer or attempted transfer of any RSUs in violation of any provision ofthis Agreement shall be void, and the Company shall not record such transfer onits books or treat any purported transferee of such RSUs as the owner of suchstock for any purpose.

##  

## (b)         Withholding Taxes.  The Company shall be entitled to withholdfrom any amounts due and payable by the Company and/or any of its Subsidiariesto Employee the amount of any federal, state, local or other tax which, in theopinion of the Company, is required to be withheld in connection with thevesting of the RSUs, the delivery of shares of the Employee Stock or thedelivery of cash, securities or other property as provided in Section 6.  To the extent that the amounts available tothe Company for such withholding are insufficient, it shall be a condition tothe delivery or vesting, as applicable, of such shares of the Employee Stockthat Employee make arrangements satisfactory to the Company for the payment ofthe balance of 

 

6

----

##  

## such taxes required to bewithheld.** **TheBoard, upon the written request of Employee, in the Board’s sole discretion andpursuant to such procedures as it may specify from time to time, may permitEmployee to****satisfy all or part of the taxobligations in connection with the vesting of the RSUs or the delivery of theshares of Employee Stock by (i) having the Company withhold otherwisedeliverable shares, or (ii) delivering to the Company shares that havebeen held by Employee for at least six months, in each case having a FairMarket Value (as defined in the Plan) equal to the amount sufficient to satisfysuch tax obligations.

##  

## (c)          Severability.  Whenever possible, each provision of thisAgreement shall be interpreted in such manner as to be effective and validunder 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 inany jurisdiction, such invalidity, illegality or unenforceability shall notaffect any other provision, but this Agreement shall be reformed, construed andenforced in such jurisdiction as if such invalid, illegal or unenforceableprovision had never been contained herein.

##  

## (d)         Complete Agreement.  This Agreement, the Plan, those documentsexpressly referred to herein and therein and other documents of even dateherewith embody the complete agreement and understanding among the parties andsupersede and preempt any prior understandings, agreements or representationsby or among the parties, written or oral, which may have related to the subjectmatter hereof in any way.

##  

## (e)          Counterparts.  This Agreement may be executed in separatecounterparts, each of which is deemed to be an original and all of which takentogether constitute one and the same agreement.

##  

## (f)            Successors and Assigns.  Except as otherwise provided herein, this Agreementshall bind and inure to the benefit of and be enforceable by Employee, theCompany and their respective successors and assigns (including subsequentpermitted holders of the RSUs or the Employee Stock); provided that the rightsand obligations of Employee under this Agreement shall not be assignable exceptin connection with a permitted transfer of the Employee Stock hereunder.

##  

## (g)         Choice of Law.  All questions concerning the construction,validity, enforcement and interpretation of this Agreement and the exhibitshereto shall be governed by, and construed in accordance with, the internallaw, and not the law of conflicts, of the State of Delaware, without givingeffect to any choice of law or conflict of law rules or provisions(whether of the State of Delaware or any other jurisdiction) that would causethe application of the laws of any jurisdiction other than the State ofDelaware.

##  

## (h)         Remedies.  Each of the parties to this Agreement shallbe entitled to enforce its rights under this Agreement specifically, to recoverdamages and costs (including reasonable attorney’s fees) caused by any breachof any provision of this Agreement and to exercise all other rights existing inits favor.  The parties hereto agree andacknowledge that money damages would not be an adequate remedy for any breachof the provisions of this Agreement and that any party shall be entitled tospecific performance and/or other injunctive relief from any court of law or 

 

7

----

##  

## equity of competentjurisdiction (without posting any bond or deposit) in order to enforce orprevent any violations of the provisions of this Agreement.

##  

## (i)             Amendment and Waiver.  The provisions of this Agreement may beamended and waived only with the prior written consent of the Company andEmployee.

##  

*      *      *     *

 

8

----

 

IN WITNESS WHEREOF, theparties hereto have executed this Restricted Stock Unit Agreement on the datefirst written above.

 
| ** ** | **GT SOLAR INTERNATIONAL, INC.**                                                                                                                                                                                           |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                 |
| ** ** | ** **                                                                                                                                                                                                                 |
|       | By:                                                                                                                                                                                                                        |   |
|       |                                                                                                                                                                                                                       |   |
|       | Name:                                                                                                                                                                                                                      |   |
|       |                                                                                                                                                                                                                       |   |
|       | Title:                                                                                                                                                                                                                     |   |
|       |                                                                                                                                                                                                                       |
|       |                                                                                                                                                                                                                       |
|       |                                                                                                                                                                                                                       |
|       | [                                    ] |

 

 

*[SignaturePage - Restricted Stock Unit Agreement with*[                         ]*]*

 

9

----