Exhibit 10.3


 


GT SOLAR INTERNATIONAL, INC.


 


RESTRICTED STOCK UNIT AGREEMENT


 


THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”)
is made as of [                ],
2009(1), by and between GT Solar International, Inc., a Delaware
corporation (the “Company”), and [                                                                  ](2)
(“Grantee”).  Certain definitions
are set forth in Section 6 of this Agreement.


 


[                              ](3),
a director of the Company (“Director”), has notified the Company of
Director’s request that any equity awards the Compensation Committee (the “Committee”)
of the Board (defined below) might otherwise approve on Director’s behalf be
made by the Company to Grantee in lieu of granting any equity awards to
Director.  The Committee determined to
grant equity awards to Grantee that would otherwise be granted to Director for
Director’s Board service.  Accordingly,
on the date hereof, the Company hereby grants to Grantee [                ]
restricted stock units (the “RSUs”)(4).


 


Each RSU entitles Grantee 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.  All of such shares of
Common Stock that may hereafter be delivered to Grantee pursuant to this
Agreement are referred to herein as “Grantee Stock.”  The issuance of shares of the Grantee Stock
to Grantee hereunder is intended to be exempt from registration under the
Securities Act pursuant to Regulation D promulgated thereunder.


 


The parties hereto agree as follows:


 


1.             Grant of the RSUs.


 


(a)           The Company hereby grants to Grantee [                ]
 RSUs,
subject to the terms and conditions hereunder. 
Grantee agrees and understands that nothing contained in this Agreement
provides, or is intended to provide, Grantee with any protection against
potential future dilution of any stockholder interest Grantee may have in the
Company for any reason.  Grantee shall
not have the rights of a stockholder in respect of the shares of Grantee Stock
underlying these RSUs until such Grantee Stock is delivered to Grantee in
accordance with Section 3.


 


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


 






(1) The date of the
annual meeting of stockholders should be the date of the Agreement and the date
of the grant.   Vesting in Section 2
should be one year from the date of the annual meeting of stockholders.


 


(2) Insert name of
the GFI fund.


 


(3) Inset name of
the director.


 


(4) Having an
aggregate value as of the date of grant equal to $60,000.


 

















 


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


 


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


 


(iv)          Grantee has been advised and encouraged
in writing (via this Agreement) to consult with an attorney and a tax advisor
prior to signing this Agreement.


 


(c)           The Company and Grantee acknowledge and agree that this
Agreement has been executed and delivered, the RSUs have been granted and any
Grantee 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 Director.


 


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


 


2.             Vesting.


 


(a)           Except as otherwise provided in this Section 2
and subject to the other terms and conditions of this Agreement, all of the
RSUs shall remain unvested until                   ,
2010(5), on which date all of the RSUs shall become fully vested, if as
of such date Director has continuously served as a director on the Board and/or
the board of directors of any of the Subsidiaries since the date of grant.


 


(b)           Except as otherwise provided in this Section 2,
if Director’s directorship 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 Director prior to the vesting 


 






(5) Insert one-year from date of 2009 annual
stockholders meeting.


 


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of all or any portion of the RSUs awarded under this Agreement), any
portion of the RSUs unvested as immediately prior to such termination shall
immediately be cancelled and Grantee shall forfeit any rights or interests in
and with respect to any such unvested RSUs.


 


(c)           In addition to Section 2(a) above,
upon a termination of Director’s directorship with the Company (or any of its
direct or indirect wholly-owned Subsidiaries, as applicable) prior to June [      ],
2010 that also constitutes a “separation from service” within the meaning of
Code Section 409A following a Change in Control of the Company (a “Change
in Control Termination”), all of the RSUs unvested prior to such Change in
Control Termination shall vest on the date of the Change in Control
Termination.


 


3.             Delivery of Common Stock. 
Subject to the terms of Section 5 below, if the RSUs awarded
by this Agreement become vested, the Company shall promptly distribute to
Grantee 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.


 


4.             Certificates.  The shares of
Grantee Stock may be in certificated or uncertificated form, as permitted by
the Company’s Bylaws.


 


5.             Corporate Event.


 


(a)           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 Grantee 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 Grantee in consideration for the
cancellation of the RSUs.  Notwithstanding the provisions of this Section 5
or Section 2(c), in the event (x) any RSUs would otherwise
vest pursuant to Section 2(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 Grantee 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 2(c).


 


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(b)           If the Company enters into or is involved in any
Corporate Event, the Board may, prior to such Corporate Event and effective
upon such Corporate Event, take such action as it deems appropriate, including,
but not limited to, replacing any or all of the RSUs with substitute awards in
respect of the Grantee Stock issuable under the RSUs, other securities or other
property of the surviving corporation or any affiliate of the surviving
corporation on such terms and conditions, as to the number of shares of Common
Stock, pricing and otherwise, which shall substantially preserve the value,
rights and benefits of the RSUs granted hereunder as of the date of the
consummation of the Corporate Event.  If
any Corporate Event occurs, the Company shall have the right, but not the
obligation, to: (i) accelerate the partial or full vesting of the RSUs
following the Company’s public announcement of such Corporate Event, (ii) cancel
Grantee’s RSUs that have not become vested and are not scheduled to become
vested immediately prior to such Corporate Event, (iii) permit Grantee, at
its election and within any time period as the Committee may prescribe, to
surrender Grantee’s RSUs (or any portion thereof) and to pay to Grantee in
connection with the cancellation of such RSUs an amount that the Committee, in
its sole discretion, in good faith determines to be the equivalent value of
such cancelled RSUs, and (iv) require Grantee to surrender the RSUs (or
any portion thereof) (A) in exchange for cash payment as described in
clause (iii) or (B) in exchange for another award which the
Committee, in the good faith exercise of its business judgment, determines to
have a value substantially equivalent to the value of the RSUs surrendered.


 


(c)           Upon receipt by Grantee of any substitute awards (or
payment) as a result of any such Corporate Event pursuant to Section 5(b) above,
Grantee’s affected RSUs for which such substitute awards (or payment) were
received shall be thereupon cancelled without the need for obtaining the
consent of Grantee.


 


6.             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 Board (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 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).


 


“Code” means the Internal Revenue Code of 1986,
as amended.  Reference to a specific
section of the Code or regulation thereunder shall include such section or
regulation, any valid regulation or other guidance promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.


 


“Fair Market Value” means (a) while the
shares of Common Stock are readily traded on an established national or
regional securities exchange, the closing transaction price of such shares as
reported by the principal exchange on which such shares are traded on the date
as 


 


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of which such value is
being determined or, if there were no reported transaction for such date, the
opening transaction price as reported by exchange for the first trading date
following the date by which such value is being determined on the next
preceding date for which a transaction was reported, (b) if the shares of
Common Stock are not readily traded on an established national or regional
securities exchange, the average of the bid and ask prices for such shares on
the date as of which such value is being determined, where quoted for such
shares, or (c) if Fair Market Value cannot be determined under clause (a) or
clause (b) above, or if the Committee determines in its sole discretion
that the shares of Common Stock are too thinly traded for Fair Market Value to
be determined pursuant to clause (a) or clause (b), the value as
determined by the Committee, in its sole discretion, on a good faith basis.


 


“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) did not own any of the Company’s securities as of June 30,
2008, (ii) is not controlling, controlled by or under common control with
any person or entity that owned any of the Company’s securities on June 30,
2008 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 June 30, 2008.


 


7.             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 Grantee:


 


c/o GFI Energy Ventures LLC

11611 San Vicente Blvd., Suite 710

Los Angeles, California 90049


 


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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8.             General Provisions.


 


(a)           Transferability.  The RSUs may
not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated; provided that Grantee may distribute any or all of the
RSUs to its [members] in accordance with applicable laws and the [limited
liability company] agreement or comparable agreement of Grantee.  All provisions of this Agreement shall in any
event continue to apply to any RSU transferred as permitted by this Section 8(a),
and any transferee shall be bound by all provisions of this Agreement as and to
the same extent as Grantee.  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)           Other Restrictions.  The
Committee, in its sole discretion, may impose such other restrictions on the
Grantee Stock as it may deem advisable or appropriate.


 


(i)            General Restrictions.  The Committee
may set restrictions based upon applicable federal or state securities laws, or
any other basis determined by the Committee in its discretion.


 


(ii)           Legend on Certificates.  The
Committee, in its sole discretion, may legend the certificates representing
Grantee Stock prior to the vesting thereof to give appropriate notice of such
restrictions.


 


(c)           Compliance with Laws.  The Committee may, but shall not
be required to, amend or modify the terms hereunder to the extent necessary to
avoid the imposition of taxes under Code Section 409A.  The Company intends to administer the award
of the RSUs granted thereunder in a manner that complies with Code Section 409A,
however, the Company shall not be responsible for any additional tax imposed
pursuant to Code Section 409A, nor will the Company indemnify or otherwise
reimburse Grantee for any liability incurred as a result of Code Section 409A.


 


(d)           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 Grantee 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 Grantee Stock or the delivery of cash, securities or other property as
provided in Section 5.  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 Grantee Stock that Grantee 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 Grantee, in the Board’s sole discretion and pursuant to
such procedures as it may specify from time to time, may permit Grantee to
satisfy all or part of the tax obligations in connection with the vesting of
the RSUs or the delivery of the shares of Grantee Stock by (i) having the
Company withhold otherwise deliverable shares, or (ii) delivering to the
Company shares that have been held by Grantee for at least six months, in each
case having a Fair Market Value equal to the amount sufficient to satisfy such
tax obligations.


 


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(e)           No Corporate Action Restriction. 
Neither the existence of this Agreement nor the RSUs shall limit, affect
or restrict in any way the right or power of the Board or the stockholders of
the Company to make or authorize (a) any adjustment, recapitalization,
reorganization or other change in the Company’s or any Subsidiary’s or
affiliate’s capital structure or business, (b) any merger, consolidation or
change in the ownership of the Company or any Subsidiary or affiliate, (c) any
issue of bonds, debentures, capital, preferred or prior preference stocks ahead
of or affecting the Company’s or any Subsidiary’s or affiliate’s capital stock
or the rights thereof, (d) any dissolution or liquidation of the Company
or any Subsidiary or affiliate, (e) any sale or transfer of all or any
part of the Company’s or any Subsidiary’s or affiliate’s assets or business, or
(f) any other corporate act or proceeding by the Company or any Subsidiary
or affiliate.  Neither Grantee  nor any other person shall have any claim
against any member of the Board or the Committee, the Company or any Subsidiary
or affiliate, or any employees, officers, shareholders or agents of the Company
or any Subsidiary or affiliate, as a result of any such action.


 


(f)            Restrictions on Shares.  The RSUs
shall be subject to the requirement that if at any time the Company determines
that the listing, registration or qualification of the shares of Grantee Stock issuable
in respect of the RSUs upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with the delivery
of shares of Grantee Stock, such shares of Grantee Stock shall not be delivered
unless such listing, registration, qualification, consent, approval or other
action shall have been effected or obtained, free of any conditions not
acceptable to the Company.  No shares of
Grantee Stock shall be delivered hereunder, unless the issuance and delivery of
such shares of Grantee Stock shall comply with all relevant regulations and any
registration, approval or action thereunder.


 


(g)           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.


 


(h)           Complete Agreement.  This
Agreement, those documents expressly referred to herein 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.


 


(i)            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.


 


(j)            Successors and Assigns.  Except as
otherwise provided herein, this Agreement shall bind and inure to the benefit
of and be enforceable by Grantee, the Company 


 


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and their respective successors and assigns (including subsequent
permitted holders of the RSUs or the Grantee Stock, and with respect to the
Company, any successor thereto whether the existence of such successor is the
result of direct or indirect purchase, merger, consolidation or otherwise, of
all or substantially all of the business or assets of the Company); provided
that the rights and obligations of Grantee under this Agreement shall not be
assignable except in connection with a permitted transfer of the Grantee Stock
hereunder.


 


(k)           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.


 


(l)            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.


 


(m)          Amendment and Waiver.  The
provisions of this Agreement may be amended and waived only with the prior
written consent of the Company and Grantee.


 


*      *      *     
*


 


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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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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