**Exhibit 10.6**

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**GT SOLARINTERNATIONAL, INC.**

 

**RESTRICTEDSTOCK UNIT AGREEMEN**T

 

THIS RESTRICTED STOCKUNIT 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 theCompany, as the same may be amended from time to time (the “Plan”).

 

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

 

The parties hereto agreeas follows:

 

# 1.             Incorporation by Reference; Plan DocumentReceipt.  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.  Director hereby acknowledges receipt of atrue copy of the Plan and that Director 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.

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# 2.             Grant of the RSUs.

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## (a)           The Company hereby grants to Director, as of the datehereof, [          **]**RSUs, subject to the terms and conditionshereunder.  Director agrees andunderstands that nothing contained in this Agreement provides, or is intendedto provide, Director with any protection against potential future dilution ofDirector’s stockholder interest in the Company for any reason.  Director shall not have the rights of astockholder in respect of the shares of Common Stock underlying these RSUsuntil such Common Stock is delivered to the Participant in accordance with Section 4.

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## (b)           The grant of the RSUs by the Company is subject toDirector’s execution and delivery of the attached Confidentiality Agreementbetween Director and the Company (or, at the discretion of the Board, a similaragreement containing such terms as the Board, or a duly 

 

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

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

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

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

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### (iii)          Directorhas not taken any action that constitutes a conflict with, violation or breachof, 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 Director is aparty or by which Director is bound. Director agrees to notify the Board of any matter (including, but notlimited to, any potential acquisition by the Company) which, to Director’sknowledge, might reasonably be expected to violate or cause a breach of anysuch agreement.

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

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### (v)           Director has been advised and encouragedin writing (via this Agreement) to consult with an attorney and a tax advisorprior to signing this Agreement.

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## (d)           As an inducement to the Company to issue any RSUs toDirector, and as a condition thereto, Director acknowledges and agrees thatneither the issuance of the RSUs or the delivery of any Director Stock nor anyprovision contained herein shall entitle Director to a directorship on theBoard and/or on the board of directors of the Subsidiaries, or affect the rightof the Company to terminate Director’s directorship at any time, with orwithout cause.

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## (e)           The Company and Director acknowledge and agree thatthis Agreement has been executed and delivered, the RSUs have been granted andany Director Stock that may be delivered hereunder will be delivered, inconnection with and as a part of the compensation and incentive arrangementsbetween the Company and Director.

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

 

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# 3.             Vesting.

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## (a)           Except as otherwise provided in this Section 3,the RSUs shall become vested in accordance with the following schedule, if asof each such date Director has continuously served as a director on the Boardand/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 ofthe RSUs shall vest on [                        ](1).

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

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## (c)           In addition to Sections 3(a)-(b) above,upon a termination of Director’s directorship with the Company that alsoconstitutes 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) theterm “Change in Control” means (i) the consummation of anytransaction or series of transactions resulting in a Third Party (or group ofaffiliated third parties) owning, directly or indirectly, securities of theCompany possessing the voting power to elect a majority of the members of theBoard (whether by merger, consolidation or sale or transfer of the Company’ssecurities) or (ii) 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), and (y) the term “ThirdParty” means any person or entity who or which (i) did not own any ofthe Company’s securities as of June 30, 2008, (ii) is notcontrolling, controlled by or under common control with any person or entitythat owns any of the Company’s securities as of the date of this Agreement and (iii) isnot the spouse or descendent (by birth or adoption) of any person who directlyor indirectly owns or controls any of the Company’s securities as of the dateof this Agreement.  Upon the occurrenceof a Change in Control Termination in the time period described in the firstsentence of this Section 3(c), the Board shall be permitted, in itssole discretion, to cause the Company to pay to Director in substitution forthe vesting of Director’s RSUs and the delivery of Common Stock to Directorunder such circumstances and in respect of each share of Common Stock thatwould otherwise be issuable upon such vesting, cash in an amount per share ofCommon Stock equal to the price per share payable in the Change in Control inrespect of each issued and outstanding share of Common Stock.

 

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(1) One year from date of grant.

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# (2) One year from date of grant.

 

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# 4.             Delivery of Common Stock. Subject to the terms of the Plan, if the RSUs awarded by this Agreementbecome vested, the Company shall promptly distribute to Director the number ofshares of Common Stock equal to the number of the RSUs that so vested; providedthat to the extent required by Section 409A of the Code, delivery ofshares of Common Stock upon a Participant’s “separation from service” withinthe meaning of **Treas. Reg. §1.409A-1 shall be deferred until the six month anniversary of such separationfrom service**.  Inconnection with the delivery of the shares of Common Stock pursuant to thisAgreement, the Participant agrees to execute any documents reasonably requestedby the Company and provide therein customary representations and warrantiesrelated to the receipt of such shares of Common Stock.

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# 5.             Certificates.  The shares ofDirector Stock may be in certificated or uncertificated form, as permitted bythe Company’s Bylaws.  Prior to anyregistered public offering of any Common Stock, the Company shall hold eachcertificate representing the Director Stock (or shall reflect in its recordsthe uncertificated Director Stock as being held by the Company) until such timeas such Director Stock is transferred by Director, other than to a trust thatat all times remains solely for the exclusive benefit of one or more ofDirector’s spouse and lineal descendants (whether natural or adopted), incompliance with applicable laws and any agreement imposing restrictions on thetransfer of Director Stock.

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# 6.             Restructuring Event.  In the eventof a stock dividend, stock split or recapitalization or a corporatereorganization in which the Company is a surviving corporation, includingwithout limitation a merger, consolidation, split-up or spin-off or aliquidation or distribution of securities or assets other than cash dividends(a “Restructuring Event”), the number of shares of the Director Stockheld by Director may be adjusted by the Board, or a duly designated committeethereof, as it reasonably determines is necessary to reflect such RestructuringEvent.

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# 7.             Definitions.

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“Board” means theCompany’s Board of Directors.

 

“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 through oneor more subsidiaries.

 

# 8.             Notices.  Any noticeprovided for in this Agreement must be in writing and must be either personallydelivered, mailed by first class mail (postage prepaid and return receiptrequested) or sent by reputable overnight courier service (charges prepaid) tothe recipient at the address below indicated:

 

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To the Company:

 

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

 

To Director:

 

[                                  ]

[                                  ]

[                                  ]

 

or such other address orto the attention of such other person as the recipient party shall havespecified 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.

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

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

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

 

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

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## (d)           Complete Agreement.  ThisAgreement, the Plan, those documents expressly referred to herein and thereinand other documents of even date herewith embody the complete agreement andunderstanding among the parties and supersede and preempt any priorunderstandings, agreements or representations by or among the parties, writtenor oral, which may have related to the subject matter hereof in any way.

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## (e)           Counterparts.  ThisAgreement may be executed in separate counterparts, each of which is deemed tobe an original and all of which taken together constitute one and the sameagreement.

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## (f)            Successors and Assigns.  Except asotherwise provided herein, this Agreement shall bind and inure to the benefitof and be enforceable by Director, the Company and their respective successorsand assigns (including subsequent permitted holders of the RSUs or the DirectorStock); provided that the rights and obligations of Director under thisAgreement shall not be assignable except in connection with a permittedtransfer of the Director Stock hereunder.

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## (g)           Choice of Law.  All questionsconcerning the construction, validity, enforcement and interpretation of thisAgreement and the exhibits hereto shall be governed by, and construed inaccordance with, the internal law, and not the law of conflicts, of the Stateof Delaware, without giving effect to any choice of law or conflict of law rules orprovisions (whether of the State of Delaware or any other jurisdiction) thatwould cause the application of the laws of any jurisdiction other than theState of Delaware.

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## (h)           Remedies.  Each of theparties to this Agreement shall be entitled to enforce its rights under thisAgreement specifically, to recover damages and costs (including reasonableattorney’s fees) caused by any breach of any provision of this Agreement and toexercise all other rights existing in its favor.  The parties hereto agree and acknowledge thatmoney damages would not be an adequate remedy for any breach of the provisionsof this Agreement and that any party shall be entitled to specific performanceand/or other injunctive relief from any court of law or equity of competentjurisdiction (without posting any bond or deposit) in order to enforce orprevent any violations of the provisions of this Agreement.

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## (i)            Amendment and Waiver.  Theprovisions of this Agreement may be amended and waived only with the priorwritten consent of the Company and Director.

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

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

 

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