EMPLOYMENT AGREEMENT

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EXECUTION

Exhibit 10.5

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the Closing or a certain Plan of Merger among the Company, GT Solar Holdings, LLC and various other parties ("Effective Date"), is entered into by and between Daniel Lyman (the "Executive") and GT Equipment Technologies, Inc., a New Hampshire corporation (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, three days per business week as General Counsel reporting to the Chief Executive Officer of the Company or in such other comparable executive capacity or capacities, and with such reporting responsibilities, 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; and shall devote the Executive's 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 Ninety Thousand Dollars ($90,000) annually for a three day work week (the "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 throughout the Term to receive bonuses pro rated to reflect the Executive's three day work week (each a "Bonus") in accordance with the bonus practices generally applicable to senior managers of the Company (the "Bonus Plan"). The Executive's target Bonus for fiscal year 2006 shall be fifteen percent (15%) of Base Salary.

        (c)     Long-Term Incentive.     The Executive shall be eligible to participate, pro rata, in such long-term incentive compensation plans, programs or arrangements as shall be determined by the Chief Executive Officer. The terms of such participation including the size and type of awards thereunder ("Awards") shall be within the sole discretion of the Board.

        (d)     Reimbursement of Expenses.     The Company shall pay or reimburse the Executive, in accordance with its normal policies and practices, for all reasonable travel and other expenses incurred by the Executive in performing the Executive's obligations under this Agreement.

        (e)     Other Benefits.     During the Term, the Executive shall be eligible to participate, pro rata, in long-term disability insurance "401(k)" benefits, and in any other employee benefit plans or programs,

other than medical, on terms generally applicable to senior managers of the Company. The Executive shall be entitled to pro rata vacation at the minimum rate of three weeks vacation per year and otherwise pursuant to 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 provisions of benefits through the Termination Date, and (ii) any unvested 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 es