Exhibit 10.7


 


GT SOLAR INTERNATIONAL, INC.


 


RESTRICTED STOCK UNIT AGREEMENT


 


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


 


On [                   ],
the Company granted to Employee [                         ]
restricted stock units (the “RSUs”) under the Plan.  Each RSU entitles Employee 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 Employee
pursuant to this Agreement are referred to herein as “Employee Stock.”


 


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.  Employee hereby acknowledges receipt of a
true copy of the Plan and that Employee 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 granted to Employee, as of [                        ],
[                        ]
RSUs, subject to the terms and conditions hereunder.  Employee agrees and understands that nothing
contained in this Agreement provides, or is intended to provide, Employee with
any protection against potential future dilution of Employee’s stockholder
interest in the Company for any reason. 
Employee 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 Employee’s execution and delivery of the attached Proprietary Rights
and Confidentiality Agreement between Employee 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 “Employee
Confidentiality Agreement”), if Employee is not currently subject to such
an


 

















 


agreement. 
These RSUs and all shares of the Employee Stock shall be subject to the
terms and conditions of the Employee Confidentiality Agreement or such similar
agreement (whether executed in connection herewith or prior to the date
hereof).


 


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


 


(i)            The
RSUs and the Employee Stock to be acquired by Employee pursuant to this
Agreement shall be 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 applicable state securities laws, and the RSUs and the Employee 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 Employee,
enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement by Employee do not and shall not conflict with,
violate or cause a breach of any agreement, contract or instrument to which
Employee is a party or any judgment, order or decree to which Employee is
subject.


 


(iii)          Employee
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 Employee is a
party or by which Employee is bound. 
Employee agrees to notify the Board of any matter (including, but not
limited to, any potential acquisition by the Company) which, to Employee’s
knowledge, might reasonably be expected to violate or cause a breach of any
such agreement.


 


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


 


(v)           Employee
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 Employee, and as a condition thereto, Employee acknowledges and agrees
that neither the issuance of the RSUs or the delivery of any Employee Stock nor
any provision contained herein shall entitle Employee to employment with the
Company or any of the Subsidiaries, or affect the right of the Company or any
of its Subsidiaries to terminate Employee’s employment at any time, with or
without cause.


 


(e)   The Company and Employee acknowledge and
agree that this Agreement has been executed and delivered, the RSUs have been
granted and any Employee 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 (together with its Subsidiaries) and Employee.


 


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


 


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 Employee has continuously served as an employee of the
Company (or any of its direct or indirect wholly-owned Subsidiaries, as
applicable) since the date hereof, such that, subject to the other terms and
conditions of this Agreement, all of the RSUs shall be vested on [                            ]:


 


	
  Date

  	
   

  	
  Percent of RSUs Vested

  
	
  [                                    ]

  	
   

  	
  25%

  
	
  [                                    ] of each of the three years thereafter, up
  to and including [                                    ]

  	
   

  	
  Additional 25%

  



 


(b)   Except as otherwise provided in this Section 3,
if Employee’s employment with the Company (or any of its direct or indirect
wholly-owned Subsidiaries, as applicable) terminates for any reason (including
upon the death or disability of Employee 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 Employee (and Employee’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 Section 3(a) 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 Employee 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 of the Company (a “Change
in Control Termination”), the RSUs shall vest as follows: (i) if the
Change in Control Termination occurs on or before [FIRST ANNIVERSARY OF GRANT DATE], 1/4th of
the RSUs shall vest on the date of the Change in Control Termination, (ii) if
the Change in Control Termination occurs after [FIRST ANNIVERSARY OF GRANT DATE] and on or before [SECOND ANNIVERSARY OF GRANT DATE], on the
date of the Change in Control Termination a number of unvested RSUs (not to
exceed the number of unvested RSUs as of immediately prior to the Change in
Control Termination) shall vest that is equal to the product of (x) 1/48th
of the RSUs and (y) the sum of the number of full months passed between [GRANT DATE] and the date
of the Change in Control Termination plus the number of full months passed
between [FIRST ANNIVERSARY
OF GRANT DATE] and the date of the Change in Control Termination,
and (iii) if the Change in Control Termination occurs after [THIRD ANNIVERSARY OF GRANT DATE],
on the date of the Change in Control


 


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Termination all remaining unvested RSUs shall vest
(for the avoidance of doubt, the vesting described in this Section 3(c) is
in addition to, and not in lieu of, any vesting described in Section 3(a) above).


 


4.     Delivery of Common Stock. 
Subject to the terms of the Plan and Section 6 below, if the RSUs
awarded by this Agreement become vested, the Company shall promptly distribute
to Employee the number of shares of Common Stock equal to the number of the
RSUs that so vested; provided that to the extent required by Code Section 409A,
delivery of shares of Common Stock upon a Participant’s “separation from
service” within the meaning of Code Section 409A
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 Employee Stock may be in certificated or uncertificated form, as
permitted by the Company’s Bylaws.


 


6.     Corporate Event. 
In the event any 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 securities of the Company, or other corporate
transaction or event affects the Common Stock, or in the event of 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) (each, a “Corporate Event”), the Board shall, in such manner as it in good
faith deems equitable, (i) adjust any or all of the number of shares of
Employee Stock or other securities of the Company (or number and kind of other
securities or property) subject to the RSUs, or (ii) make provision for an
immediate cash payment to Employee in consideration for the cancellation of the
RSUs.  Notwithstanding the
provisions of this Section 6 or Section 3(c), in the
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 or
the Company sold, transferred or otherwise disposed of all or substantially all
of its business or assets pursuant to such Change in Control, then the Company
may provide that any successor to the Company and/or its assets pursuant to
such Change in Control shall provide the Employee with the same per share
consideration provided to a holder of Common Stock in connection with such Change
in Control in lieu of otherwise allowing such RSUs to vest pursuant to Section 3(c).


 


7.     Definitions.


 


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


 


“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 Company’s board of directors (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


 


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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).


 


“Employment Agreement” means the Employment
Agreement dated as of [                          ]
between the Employee and [                          ],
as amended from time to time, including any amendment by which the Company or
any direct or indirect wholly-owned subsidiary of the Company serves as
employer thereunder.


 


“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.


 


“Third Party” means any person or entity who or
which (i) does not own any of the Company’s securities as of the date of
this Agreement, (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 descendant
(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.


 


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:


 


To the Company:


 


GT Solar International, Inc.

243 Daniel Webster Highway

Merrimack, New Hampshire 03054

Attention: General Counsel


To Employee:


 


[                                    ]


[                                    ]


[                                    ]


 


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.


 


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9.     General Provisions.


 


(a)   Transferability.  The RSUs shall not be transferable by
Employee 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 Employee.  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 and/or any of its Subsidiaries
to Employee 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, the delivery of shares of the Employee Stock or the
delivery of cash, securities or other property as provided in Section 6.  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 Employee Stock
that Employee 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 Employee, in the Board’s sole discretion and
pursuant to such procedures as it may specify from time to time, may permit
Employee to satisfy all or part of the tax obligations in connection with the
vesting of the RSUs or the delivery of the shares of Employee Stock by (i) having
the Company withhold otherwise deliverable shares, or (ii) delivering to
the Company shares that have been held by Employee for at least six months, in
each case having a Fair Market Value (as defined in the Plan) equal to the
amount sufficient to satisfy such tax obligations.


 


(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, but this Agreement shall be reformed, 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
Employee, the Company and their respective successors and assigns (including
subsequent permitted holders of the RSUs or the


 


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Employee Stock); provided that the rights and
obligations of Employee under this Agreement shall not be assignable except in
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 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
Employee.


 


*      *      *     
*


 


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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:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                              ]

  



 


[Signature
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