EMPLOYMENT AGREEMENT

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Exhibit 10.6

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective the 12th day of April 2006 ("Effective Date"), is entered into by and between David W. Keck, 191 Kelsey Lane, Butte, MT 59701 ("Executive") and GT Equipment Technologies, Inc., a Delaware corporation with principal offices at 243 Daniel Webster Highway, Merrimack, NH 03054 (the "Company").

        WHEREAS, the Company wishes to employ the Executive, and the Executive wishes to enter into such employment, upon and subject to the terms and conditions of this Agreement;

        NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.     Term.     The term of the Executive's employment under this Agreement (the "Term") shall commence on the Effective Date and shall continue, subject to earlier termination in accordance with Section 4 below, until the second anniversary of the Effective Date, provided that on the second anniversary of the Effective Date and on each subsequent anniversary of the Effective Date (each, an "Extension Date") the Term, unless earlier terminated in accordance with Section 4 below, shall automatically extend for one additional year unless either party gives the other written notice of non-extension at least ninety (90) days prior to the applicable Extension Date. The date on which the Executive's employment under this Agreement terminates for any reason shall be the "Termination Date."

2.     Employment.     During the Term, the Executive shall serve the Company, and the Company shall employ the Executive, as Vice President or in such other executive capacity or capacities as may be determined from time to time by the Company's Board of Directors (the "Board"). The Executive shall use the Executive's best and most diligent efforts to promote the interests of the Company; shall discharge the Executive's duties in a highly competent manner; shall provide reasonable advisory or similar services to GT Solar Holdings, LLC, as and when requested by the managing member thereof, without additional compensation or benefits; and shall devote the Executive's full business time and best business judgment, skill and knowledge to the performance of the Executive's duties and responsibilities hereunder.

3.     Compensation and Benefits.     

        (a)     Salary.     During the Term, the Executive shall be paid a salary at the rate of ONE HUNDRED NINETY THOUSAND Dollars ($190,000) per year ("Base Salary"). The Base Salary shall be reviewed annually by the Company's Board of Directors (the "Board").

        (b)     Bonus.     The Executive shall be eligible during each twelve (12) months of the Term to receive cash bonuses (each a "Bonus") calculated as Five Hundred Seventy-five Dollars ($575.00) for each One Hundred Thousand Dollars ($100,000) in confirmed bookings by GT from the sale of silicon production equipment and related engineering services ("Bonus Sales") during the twelve month period for which a Bonus is calculated, provided that the combined liability of GT for Base Salary and Bonus during any twelve month Bonus period shall not exceed Two Hundred Seventy-five Thousand Dollars ($275,000).

        (c)     Long-Term Incentive.     The Executive shall be considered for the award of stock options or warrants in GT or in any company established by GT as the operating entity for the development and sale of silicon production equipment and related engineering services, subject to approval of GT's Board of Directors.

        (d)     Reimbursement of Expenses.     The Company shall pay to the Executive a one time payment of One Hundred Ten Thousand Dollars ($110,000) in full consideration of all costs to be incurred by Executive in relocating to offices of the Company's selection ("Relocation Benefit"). Thiry-five

Thousand Dollars ($35,000) shall be due and payable within thirty (30) days of the execution of this Agreement and the remainder upon completion of the relocation by Executive. In the event that during the first three (3) years this Agreement is in effect Executive voluntarily terminates his employment with the Company, other than for Good Reason, Executive shall reimburse the Company for all Relocation Benefits paid by the Company, pro rata based on the period of the Executive's employment during such three year period.

        (e)     Other Benefits.     During the Term, the Executive shall be eligible to participate in health, medical, dental, long-term disability insurance, and "401(k)" benefits and in any other employee benefit plans or programs on terms generally applicable to senior management employees. The Executive shall be entitled to three (3) weeks of paid vacation per year or any greater amount due under the terms of the Company's vacation policy in effect from time to time.

4.     Termination of Employment.     

        (a)   Either party may terminate the Executive's employment hereunder at any time, and for any reason, provided that the Executive shall provide thirty (30) days written notice of a voluntary termination as described in Section 4(e) below. The terms and condition of any such termination shall be as set forth in this Section 4.

        (b)     Termination for Cause.     If it has "Cause," as defined below, the Company shall have the right, exercisable by written notice to the Executive, to terminate the Executive's employment effective upon the giving of such notice (or such later date as shall be specified in such notice), in which case (i) the Company shall have no further obligation hereunder to the Executive, except for payment of Base Salary and provision of benefits through the Termination Date, and (ii) any Awards shall expire immediately. For purposes of this Agreement, "Cause" means the Executive's: (i) conviction of, or plea of guilty or nolo contendere to, any felony or other crime punishable by imprisonment; (ii) gross misconduct, misconduct that is repeated after written notice to the Executive, gross negligence, or negligence that is repeated after written notice to the Executive; (iii) fraud or embezzlement; or (iv) willful failure or refusal to perform his obligations under this Agreement, unless such failure or refusal is corrected within thirty (30) days after notice to the Executive. If the Executive's employment is terminated for any reason other than for Cause and it is thereafter determined that the Company could have terminated such employment for Cause, such termination shall be deemed to have been for Cause and the Executive's rights and obligations shall be adjusted accordingly.

        (c)     Termination as a Result of the Executive's Death or Disability.     The Executive's employment under this Agreement shall terminate upon (i) the Executive's death or (ii) the Executive's Disability (as defined below) after thirty (30) days written notice by the Company, whereupon the Executive or the Executive's estate, as the case may be, will be entitled to receive: (A) accrued Base Salary and benefits through the Termination Date, (B) any accrued and unpaid Bonus for the year prior to the year in which the Termination Date occurs, and (C) a Bonus for the year in which the Termination Date occurs equal to the target Bonus the Executive would have earned had the Executive remained in employment through the end of the Bonus year prorated to reflect the Executive's actual period of employment during the year in which the Termination Date occurs. Additionally, the Executive's rights to any Awards will be determined pursuant to any applicable plans or agreements and the Executive shall have no other rights except as may be specifically set forth in writing under a Company plan or program applicable to the Executive.

For purposes of this Agreement, "Disability" shall have the meaning set forth in any long-term disability plan in which the Executive participates, and in the absence thereof shall mean that, due to physical or mental illness, the Executive is unable to perform the Executive's duties on a full-time basis hereunder for (i) a period in excess of one hundred twenty (120) consecutive days or (ii) more than one hundred eighty (180) days in any consecutive twelve (12) month period.

        (d)     Termination Without Cause or for Good Reason.     

           i)  If the Executive's employment is terminated prior to the third anniversary of the Effective Date by the Executive for "Good Reason" (as defined below) or by the Company for any reason

other than (i) the Executive's death or Disability or (ii) for Cause, and provided that the Executive shall have entered into a release of claims in favor of the Company in a form acceptable to the Company (the "Release"), and also provided that the Executive has complied with the Release and the "Restrictive Covenant Agreement" (as defined below), the Executive shall be entitled to the following:

          (i)  accrued Base Salary and benefits through the Termination Date,

         (ii)  any accrued and unpaid Bonus for the year prior to the year in which the Termination Date occurs,

        (iii)  cash severance payments equal in the aggregate to the Executive's annual Base Salary at the time of termination, payable in twelve (12) equal monthly installments beginning at the end of the first full month following the Termination Date; and

        (iv)  continuation of the Executive's health, medical and dental insurance benefits for a period equal to the lesser of (i) twelve (12) months, or (ii) the period ending on the date the Executive first becomes entitled to similar benefits under any plan maintained by any person for whom the Executive provides services as an employee or otherwise.

          ii)  If the Executive's employment is terminated on or after the third anniversary of the Effective Date by the Executive for "Good Reason" (as defined below) or by the Company for any reason other than (i) the Executive's death or Disability or (ii) for Cause, and provided that the Executive shall have entered into a release of claims in favor of the Company in a form acceptable to the Company (the "Release"), and also provided that the Executive has complied with the Release and the "Restrictive Covenant Agreement" (as defined below), the Executive shall be entitled to the following:

          (i)  accrued Base Salary and benefits through the Termination Date,

         (ii)  any accrued and unpaid Bonus for the year prior to the year in which the Termination Date occurs,

        (iii)  six months advance written notice by the Company in the event of termination by the Company as set forth above,

        (iii)  cash severance payments equal in the aggregate to six (6) months of the Executive's Base Salary at the time of termination, payable in six (6) equal monthly installments beginning at the end of the first full month following the Termination Date; and

        (iv)  continuation of the Executive's health, medical and dental insurance benefits for a period equal to the lesser of (i) six (6) months, or (ii) the period ending on the date the Executive first becomes entitled to similar benefits under any plan maintained by any person for whom the Executive provides services as an employee or otherwise.

The Executive's rights with respect to any Awards shall be determined pursuant to any applicable plans or agreements and the Executive shall have no other rights except as may be specifically set forth in writing under a Company plan or program applicable to the Executive.

For purposes of this Agreement, "Good Reason" shall mean (i) the Company's material breach of this Agreement; provided that the Executive has delivered written notice of the material breach and the Company has not cured such breach within fifteen (15) days following the date the Executive provides such notice; (ii) change in Executive's title or position which is not commensurate with Executive's level with the Company, or the assignment to the Executive of duties and responsibilities which are not commensurate with the Executive's level with the Company, or a change to the Executive's duties and responsibilities which has the effect of reducing the scope of the Executive's duties and responsibilities in the aggregate; or (iii) requiring the Executive to perform his primary duties at a location more than seventy-five (75) miles from Missoula, Montana.

        (e)     Termination by the Executive other than for Good Reason.     The Executive may terminate employment with the Company other than for Good Reason upon thirty (30) days written notice to the Company, in which case (i) the Company shall have no further obligation hereunder to the Executive, except for payment of Base Salary and provision of benefits through the Termination Date, and (ii) the Executive's rights with respect to any Awards shall be determined pursuant to any applicable plans or agreements.

5.     Confidential Information, Non-Competition; Non-Solicitation.     The Executive shall execute and will comply with the Confidentiality and Non-Competition Agreement to be dated as of the Effective Date (the "Restrictive Covenant Agreement"), between the Company and the Executive in substantially the form of Exhibit A, attached hereto.

6.     No Conflict.     The Executive represents and warrants that the Executive is not subject to any agreement, instrument, order, judgment or decree of any kind, or any other restrictive agreement of any character, which would prevent the Executive from entering into this Agreement or would conflict with the performance of the Executive's duties pursuant to this Agreement. The Executive represents and warrants that the Executive will not engage in any activity which would conflict with the performance of the Executive's duties pursuant to this Agreement.

7.     Notices.     All notices and other communications under this Agreement shall be in writing and shall be given by courier service or first-class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given on the date receipt is recorded by the appropriate delivery service, or may be delivered personally by hand to the respective persons named below:

Either party may change such party's address for notices by notice duly given pursuant hereto.

8.     Dispute Resolution.     Any dispute or controversy between the Company and the Executive relating to this Agreement shall be settled by binding arbitration in the City of Manchester, State of New Hampshire, pursuant to the governing rules of the American Arbitration