GT SOLAR INTERNATIONAL, INC. RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.6

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 [                                    ]:

(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.

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

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(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.

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,

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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 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,

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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.

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