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
7
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.
*
*
*
*
8
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:
[
]
By:
Name:
Title:
[Signature Page - Restricted Stock Unit Agreement with [Fund Entity]]