Exhibit 10.1


 


CONFIDENTIALITY
AGREEMENT


 


THIS CONFIDENTIALITY AGREEMENT (this “Agreement”)
is made as of November 11, 2008 between GT SOLAR INTERNATIONAL, INC. on
behalf of itself and its affiliates (collectively, the “Company”) and
the undersigned director (“Director”).


 


In consideration of Director’s engagement as a
director of the Company and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
intending to be legally bound agree as follows:


 


1.                                      Protection
of Confidential Information.


 


(a)                                  Obligation
to Maintain Confidentiality. 
Director acknowledges and agrees that the continued success of the
Company depends upon the use and protection of a large body of confidential and
proprietary information.  All of such
confidential and proprietary information now existing or to be developed in the
future will be referred to in this Agreement as “Confidential Information.”  Confidential Information will be interpreted
as broadly as possible to include all information of any sort (whether merely
remembered or embodied in a tangible or intangible form) that is (i) related
to the Company’s current or potential business and (ii) is not generally
or publicly known.  Confidential
Information includes, without limitation, the information, observations and
data obtained by Director during the course of his service as a director of the
Company concerning the business and affairs of the Company and includes third
party confidential information. 
Therefore, Director agrees that he shall not, at any time during or
after his service as a director of the Company, disclose to any unauthorized
person or use for his own account, any of such Confidential Information without
the prior written consent of the Company, unless and to the extent that any
Confidential Information (i) becomes generally known to and available for
use by the public other than as a result of Director’s acts or omissions or (ii) is
required to be disclosed pursuant to any applicable law or court order,
provided that with respect to clause (ii), Director shall at the earliest
practicable date provide a copy of the subpoena or court order to the Company’s
general counsel.  Director agrees to
deliver to the Company at the end of his service as a director of the Company,
or at any other time upon request, all Confidential Information, along with all
copies.


 


(b)                                 Use
of Information of Employers.  During
Director’s service as a director of the Company, Director is not requested to,
and shall not, use or disclose any confidential information of any employer of
the Director or any other person to whom Director has an obligation of
confidentiality.


 


(c)                                  Additional
Acknowledgments. Director acknowledges and agrees that he has carefully
read this Agreement and has given careful consideration to the restraints
imposed upon Director by this Agreement, and is in full accord as to their
necessity for the reasonable and proper protection of Confidential Information
of the Company.  Director expressly
acknowledges and agrees that each and every restraint imposed by this Agreement
is reasonable with respect to subject matter, time period and geographical
area.


 

















 


2.                                      Miscellaneous.


 


(a)                                  No
Guarantee.  This Agreement shall not
be construed and is not intended by either Director or the Company to be a
guarantee, commitment or understanding of Director’s continued service as a
director of the Company for any period of time.


 


(b)                                 Remedies.  Because Director’s services are unique and
because Director has access to Confidential Information, the parties hereto
agree that money damages would not be an adequate remedy for any breach of this
Agreement.  Therefore, in the event of a
breach or threatened breach of this Agreement, the Company, in addition to
other rights and remedies existing in its favor, shall be entitled to specific
performance and/or injunctive or other equitable relief from a court of
competent jurisdiction in order to enforce, or prevent any violations of, the
provisions hereof (without posting a bond or other security).


 


(c)                                  Survival.  Except as provided below, Director’s
obligations under this Agreement shall survive for a period of two (2) years
from the date of termination of Director’s service as a director of the Company
and shall be enforceable whether or not such termination is later claimed or
found to be wrongful or to constitute or result in a breach of any contract or
of any other duty owed or claimed to be owned by the Company to Director.  Notwithstanding the foregoing, Director shall
continue to keep confidential specific information that counsel for the company
may from time to time advise Director is material to the Company.


 


(d)                                 Entire
Agreement.  This Agreement supersedes
all prior agreements between the Company and Director related to the subject
matter hereto, and cannot be modified except in writing signed by the parties
hereto.


 


(e)                                  Assignment.  This Agreement shall be binding upon Director
and his heirs, successors and legal representatives and shall be binding upon
and inure to the benefit of the Company and its successors and assigns.  The Company may freely assign this
Agreement.  Director may not assign this
Agreement or his rights and obligations hereunder.


 


(f)                                    Governing
Law.  This Agreement shall be
governed by the laws of the State of Delaware (without reference to conflict of
laws provisions).


 


(g)                                 Representations.  Director represents that there is no
agreement with any other party that would conflict with his obligations under
this Agreement  Director represents and
warrants that he (i)  has read and understands each and every provision of
this Agreement, (ii) has had the opportunity to obtain advice from legal
counsel of his choice in order to interpret any and all provisions of this
Agreement and (iii) has had the opportunity to ask the Company questions
about this Agreement and any of such questions he has asked have been answered
to his satisfaction.


 


[Signature Page Follows]


 


2

















 


EXECUTED
this 2nd day of December 2008.


 


	
  DIRECTOR

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Sign:

  	
  /s/ Noel G. Watson

  	
   

  	
  Witness:

  	
  /s/ Karen Billman

  
	
   

  	
   

  	
   

  
	
  Print Name: Noel G. Watson

  	
   

  	
  Print Name:

  	
  Karen Billman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GT SOLAR INTERNATIONAL, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Sign:

  	
  /s/ Edwin L. Lewis

  	
   

  	
  Witness:

  	
  /s/ Allison G. Pellegrino

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Edwin L. Lewis

  	
   

  	
  Print Name:

  	
  Allison G. Pellegrino

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President & General Counsel