Exhibit 10.1


 


GT
SOLAR INTERNATIONAL, INC.


 


RESTRICTED
STOCK UNIT AGREEMENT


 


THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made
as of December       , 2008, 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”).


 


The Company and Employee desire to enter into an agreement pursuant to
which the Company shall grant to Employee [                          ]
restricted stock units (the “RSUs”) under the Plan.  Each RSU shall entitle 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.”  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.  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 hereby
grants to Employee, as of the date hereof, [                          ]
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”), and these
RSUs and all shares of the Employee Stock shall be subject to the terms and
conditions of the Employee Confidentiality Agreement.


 


(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 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 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 and
Employee.


 


(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 since the date hereof, such
that, subject to the other terms and conditions of this Agreement, all of the
RSUs shall be vested on December 12, 2012:


 


	
  Date

  	
   

  	
  Percent of RSUs 

  Vested

  
	
  December 12, 2009

  	
   

  	
  25%

  
	
  December 12 of each of the three years thereafter, up to and
  including December 12, 2012

  	
   

  	
  Additional 25%

  



 


(b)           Except as otherwise
provided in this Section 3, if Employee’s employment with the
Company and/or its Subsidiaries 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.


 


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 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 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 Employee 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
Employee Stock (or shall reflect in its records the uncertificated Employee
Stock as being held by the Company) until such time as such Employee Stock is
transferred by Employee, other than to a trust that at all times remains solely
for the exclusive benefit of one or more of Employee’s spouse and lineal
descendants (whether natural or adopted), in compliance with applicable laws
and any agreement imposing 


 

















 


restrictions
on the transfer of shares of Employee 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 Employee Stock held by Employee 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:


 


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.


 


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 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 or the
delivery of shares of the Employee 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 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 (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 Employee 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, 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 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.


 


*     
*      *      *


 


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:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                                         ]