##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 
 FORM 10-K/A AMENDMENT NO. 2 TO
FORM 10-K
 x
    
    ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 OR o
    
    TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ____________ to _____________. COMMISSION FILE NUMBER 000-31687 EVERGREEN SOLAR, INC. (Exact name of registrant as specified in its charter)
 DELAWARE
    
    04-3242254(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)259 CEDAR HILL STREET
    
    01752MARLBORO, MASSACHUSETTS
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code: 508-357-2221 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.01 PER SHARE Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:     
Yes x No
o Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.o Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     
Yes x No
o As of April 16, 2004, there were 16,086,604 shares of the registrants
Common Stock, $.01 par value per share, outstanding. The aggregate market value
of the registrants voting common equity held by non-affiliates as of June 30,
2003 was approximately $15 million. DOCUMENTS INCORPORATED BY REFERENCE None.




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TABLE OF CONTENTS PART
IIIITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANTITEM 11.
    
    EXECUTIVE COMPENSATIONITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICESITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-KSIGNATURESEX-14.1 CODE OF BUSINESS CONDUCTEX-31.1 CERTIFICATION OF CEOEX-31.2 CERTIFICATION OF CFO
  EXPLANATORY NOTE Evergreen Solar, Inc. is filing this Amendment No. 2 to Annual Report on
Form 10-K for the fiscal year ended December 31, 2003, filed with the
Securities and Exchange Commission on March 23, 2004, as amended by Amendment
No. 1 to Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 23, 2004 (collectively, the Annual Report on Form 10-K for
fiscal year ended December 31, 2003), in order to report the information
required by the following items of Form 10-K: Item
    
    DescriptionItem 10
    
    Directors and Executive Officers of the RegistrantItem 11
    
    Executive CompensationItem 12
    
    Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder MattersItem 13
    
    Certain Relationships and Related TransactionsItem 14
    
    Principal Accountant Fees and Services
 Evergreen Solar, Inc. hereby amends Items 10, 11, 12, 13, and 14 of Part
III of its Annual Report on Form 10-K for fiscal year ended December 31, 2003
by deleting the text of such Items 10, 11, 12, 13 and 14 in their entirety and
replacing them with the information provided below under the respective
headings. In addition, Evergreen Solar, Inc. hereby supplements Item 15 of
Part IV of its Annual Report on Form 10-K for fiscal year ended December 31,
2003 with the information provided below under Item 15. Exhibits, Financial
Statement Schedules and Reports on Form 8-K. 
 PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT: Identification of Nominees for Director, Directors and Executive Officers Set forth below is information relating to the directors, all persons nominated
to become directors, and the executive officers of the Company as of the date
of this Amendment No. 2 to Annual Report on Form 10-K for the fiscal year ended
December 31, 2003. Year FirstBecameDirector or
    
    Year Term
    
    Class ofName
    
    Age
    
    Position(s) Held with the Company
    
    Officer
    
    Will Expire(6)
    
    DirectorDr. William P. Sommers(3)(5)
    
    
    68
    
    
    Director
    
    
    1999
    
    
    
    2007
    
    
    
    ILuc Charron(5)
    
    
    52
    
    
    Director
    
    
    2003
    
    
    
    2007
    
    
    
    IRichard M. Feldt(5)
    
    
    52
    
    
    Chief Executive Officer, President
    
    
    2003
    
    
    
    2007
    (1)
    
    
    Iand DirectorMark A. Farber
    
    
    51
    
    
    Vice President, Marketing and
    
    
    1994
    
    
    
    2006
    (1)
    
    IIIBusiness Development and DirectorPhillip J. Deutch(2)
    
    
    39
    
    
    Director
    
    
    2003
    
    
    
    2006
    
    
    IIITimothy A. Woodward(2)(4)
    
    
    43
    
    
    Director
    
    
    2003
    
    
    
    2006
    
    
    IIIDr. Robert W. Shaw, Jr.(2)
    
    
    60
    
    
    Director
    
    
    1994
    
    
    
    2005
    
    
    IICharles J. McDermott(3)(4)
    
    
    53
    
    
    Director
    
    
    2003
    
    
    
    2005
    
    
    IIDr. Brown F. Williams(3)(4)
    
    
    61
    
    
    Chairman of the Board of Directors
    
    
    1999
    
    
    
    2005
    
    
    IIRichard G. Chleboski
    
    
    38
    
    
    Chief Financial Officer, Vice
    
    
    1994
    
    
    
    (1
    )
    
    
    N/APresident, Treasurer, andSecretary




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##### Table of Contents



Year FirstBecameDirector or
    
    Year Term
    
    Class ofName
    
    Age
    
    Position(s) Held with the Company
    
    Officer
    
    Will Expire(6)
    
    DirectorDr. Jack I. Hanoka
    
    
    68
    
    
    Chief Technical Officer
    
    
    1994
    
    
    
    (1
    )
    
    
    N/AJohn J. McCaffrey, Jr.
    
    
    52
    
    
    Vice-President, Manufacturing and
    
    
    1999
    
    
    
    (1
    )
    
    
    N/AEngineeringDr. Rex A. DAgostino
    
    
    61
    
    
    Vice-President, Marketing and Sales
    
    
    2001
    
    
    
    (1
    )
    
    
    N/A
   (1)
    
    Each officer shall serve until his or her successor is elected and
qualified.(2)
    
    Member of the Compensation Committee.(3)
    
    Member of the Audit Committee.(4)
    
    Member of the Nominating and Corporate Governance Committee.(5)
    
    Nominee for Director.(6)
    
    The members of each class of directors serve for staggered three-year
terms. Luc Charronis a Senior Partner at CDP Capital  Technology Ventures, a
technology venture capital firm and subsidiary of Caisse de dépôt et placement
du Québec. From 1998 to 2000, Mr. Charron was Senior Vice-President and
Director of KPMG Corporate Finance Inc. and from 1992 to 1998, Mr. Charron was
Vice-President, Investments, of the Solidarity Fund QFL, a leading Quebec
development capital fund. Mr. Charron also served as Senior Vice-President and
Director of Power Financial Capital Corporation. Prior to that, he was
Vice-President, Merchant Banking and Credit, for the Quebec region for RoyNat,
where he managed portfolios of $200-300 million and specialized in management
buyouts. Mr. Charron serves on the board of directors of Hyradix, Inc., Cellex
Power Products Inc., D.J. Livingston & Co., Groupe Triton International, Inc.,
and Ormecon GmbH. Mr. Charron received a B.B.A. from the École des Hautes
Études Commerciales. Dr. William P. Sommershas served as a director since January 1999. Dr.
Sommers retired in 1998. From 1994 to 1998, Dr. Sommers was President and Chief
Executive Officer of SRI International, formerly Stanford Research Institute, a
contract research and development organization. From 1963 to 1993, he was an
Executive Vice President and director of Booz-Allen & Hamilton. Dr. Sommers
serves on the board of directors of Litton Industries, Inc. and
Deutsche-Scudder Investments. Dr. Sommers received a B.S. and M.S. in
Mechanical Engineering and Ph.D. in Aeronautical Engineering from the
University of Michigan, with highest honors. Richard M. Feldtbecame our President and Chief Executive Officer and
Director in December 2003. Previously he was employed by Perseid, a developer
of optical phased array technology created by Raytheon, where he served as
Chief Executive Officer in 2002. Prior to that, from 2000 to 2001 , Mr. Feldt
served as Chief Operating Officer of SupplierMarket.com, a B2B internet supply
chain management company which was sold to Ariba. Prior to that, from 1995 to
2000, Mr. Feldt was Senior Vice President and General Manager of Worldwide
Operations at Symbol Technologies, a data transaction systems company. In
addition, Mr. Feldt has held senior positions at A.T. Cross Company, Eastman
Kodak Company, and Spectra-Physics, Inc. He received a bachelors degree in
industrial engineering from Northeastern University. Philip J. Deutchis a Managing Director of Perseus, L.L.C., a Washington,
D.C. and New York City-based private equity firm and has lead Perseus energy
technology investing since 1997. Mr. Deutch serves on the board of directors of
Beacon Power Corporation, Metallic Power, Inc., Encorp, Inc. and International
Marketing Concepts. Prior to joining Perseus, Mr. Deutch worked at Williams &
Connolly and in the Mergers and Acquisitions Department of Morgan Stanley & Co.
Mr. Deutch is a Term Member of the Council on Foreign Relations, a member of
the board of directors of the International Center for Research on Women and
the City Lights School of Washington, D.C. and a member of the Board of
Advisors of Jumpstart DC. Mr. Deutch received a J.D. from Stanford Law School
and a B.A. from Amherst College. Timothy Woodwardis a Managing Director of Nth Power, L.L.C., a venture
capital firm dedicated to the global energy sector. Mr. Woodward joined Nth
Power in 1998 following eight years of managing venture capital investments at
Liberty Environmental Partners, a venture capital firm focused on
environmental, industrial and energy technologies. In 1991, Mr. Woodward
assisted in the formation of Liberty Environmental Partners, where he




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co-managed the firms venture capital activities. Prior to forming Liberty
Environmental Partners, Mr. Woodward was part of the founding senior management
team of First Source, a company providing industrial solvent recycling
services, and from 1982 to 1987 he worked in international marketing at Claude
Laval Corporation, an industrial filtration equipment manufacturer. Mr.
Woodward serves on the board of directors of AllConnect, Wellspring
International and H2Gen. Mr. Woodward received an M.B.A. from the University of
California, Los Angeles and a B.S. in resource economics from the University of
California, Berkeley. Charles J. McDermottis a Partner in RockPort Capital Partners and Chief
Executive Officer of the RockPort Group. From 1990 to 1998, Mr. McDermott was
Vice President of Waste Management Inc., overseeing advocacy before the U.S.
Congress, the Environmental Protection Agency and other federal agencies and
the White House. During his tenure from 1984 to 1986 at Citizens Energy, a
non-profit energy company, Mr. McDermott helped pioneer the creation of the
nations first bulk electric power trading company. Mr. McDermott later served
as Campaign Director and then as Chief of Staff for Congressman Joseph P.
Kennedy II from 1986 to 1990 and has served on various EPA advisory councils
and presidential task forces. Mr. McDermott serves on the board of directors
and as President of the CEO Coalition to Advance Sustainable Technologies, is a
member of the Board of Governors of the National Association of Small Business
Investment Companies and also serves on the board of directors of Cerox
Corporation. Dr. Brown F. Williamshas served as Chairman of our board of directors
since January 2004 and has been a director since January 1999. Since July 1990,
Dr. Williams has been Chairman of the board of directors of Princeton Video
Image, Inc., a media services company active in broadcast and cable television,
virtual advertising and interactive telecommunications. Princeton Video Image
filed a petition for protection under the federal bankruptcy laws in September
2003. From 1966 to 1988, he worked at RCA Laboratories in various capacities,
including as a Vice President, where his responsibilities included research in
solar power technology. Dr. Williams received a B.A., M.A. and Ph.D. in Physics
from the University of California, Riverside. Mark A. Farberserved as our President and Chief Executive Officer until
December 2003 and has been a director since August 1994. Mr. Farber was elected
our first Chief Executive Officer in May 2000 and currently serves as Vice
President, Marketing & Business Development. From July 1988 until February
1994, Mr. Farber worked at Mobil Solar Energy Corporation, the solar power
subsidiary of Mobil Corporation, where he was responsible for marketing, sales
and corporate partnering activities. From June 1976 until June 1988, Mr. Farber
was employed by Temple, Barker and Sloane, now Mercer Management Consulting, as
a management consultant where he advised electric utilities, equipment
manufacturers and government agencies on economic, business and policy issues
related to energy. Mr. Farber received a B.S. in Industrial Engineering and
Operations Research from Cornell University and a M.S. in Management from the
Sloan School of Management of the Massachusetts Institute of Technology. Dr. Robert W. Shaw, Jr.served as the Chairman of our board of directors
from October 1994 until January 2004 and continues to serve as a director.
Since 1983, Dr. Shaw has served as President of Arete Corporation, a venture
capital management firm with a focus on the energy technology sector, and has
been General Partner of six venture capital funds. Prior to that time, Dr. Shaw
was a senior vice president and director of Booz-Allen & Hamilton, an
international management and technology consulting firm, where he founded the
firms energy division. Dr. Shaw is Chairman of the board of directors of
Proton Energy Systems, Inc. Dr. Shaw received a B.E.P. degree and an M.S. in
Electrical Engineering from Cornell University, an M.P.A. from American
University, and a Ph.D. in Applied Physics from Stanford University. Richard G. Chleboskihas served as our Chief Financial Officer,
Vice-President and Treasurer since August 1994 and our Secretary since May
2000. From June 1995 until May 2003, Mr. Chleboski served as a director of the
Company. From July 1987 until February 1994, Mr. Chleboski worked at Mobil
Solar Energy Corporation, the solar power subsidiary of Mobil Corporation where
he was the Strategic Planner from March 1991 until February 1994 and a Process
Engineer from 1987 until 1991. Mr. Chleboski received a B.S. in Electrical
Engineering from the Massachusetts Institute of Technology and an M.B.A. from
Boston College. Dr. Rex A. DAgostinohas served as our Vice President, Marketing and
Sales from January 2001 to December 2003 and currently serves as our Vice
President of Sales. From August 1996 until January 2001, Dr. DAgostino was
President and Chief Executive Officer of Environmizer Systems Corporation, a
manufacturer of magnetohydrodynamic products for fluid processing applications.
From August 1989 to August 1996, he was President of The Graver Company, a
division of the Marmon Group, a developer and manufacturer of water and




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wastewater treatment equipment and systems. Dr. DAgostino received his
B.A. in Biological Sciences from Shorter College and a Ph.D. in microbiology
and biophysics from Notre Dame University. Dr. Jack I. Hanokahas served as our Chief Technical Officer since August
1994. From December 1978 until February 1994, Dr. Hanoka worked at Mobil Solar
Energy Corporation, the solar power division of Mobil Corporation, where he was
a Research Associate. Dr. Hanoka received a B.A. in Liberal Arts and a B.S. in
Ceramic Engineering from Rutgers University and a M.S. in Ceramic Science and a
Ph.D. in Solid State Physics from Pennsylvania State University. John J. McCaffrey, Jr.has served as our Vice President, Manufacturing and
Engineering since December 2000 and previously served as our Vice President,
Manufacturing since June 1999. From June 1979 until June 1999, Mr. McCaffrey
worked for Polaroid Corporation where he managed manufacturing, equipment
engineering and quality control, including factory start-ups and international
operations. Mr. McCaffrey received a B.S. in Chemistry and General Engineering
from The United States Naval Academy, Annapolis. Audit Committee The Audit Committee of the board of directors, established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended,
currently consists of Drs. Williams and Sommers and Mr. McDermott. Mr. Mason
Willrich, formerly a member of the Audit Committee, resigned as a director and
member of the Audit Committee effective May 15, 2003. Each of the members of
the Audit Committee is independent within the meaning of the Companys director
independence standards and the applicable standards of the Nasdaq Stock Market,
Inc. and the U.S. Securities and Exchange Commission (the SEC). The board of
directors has determined that William P. Sommers is an audit committee
financial expert under the rules of the SEC. Procedures for Stockholder Recommendations of Director Nominees The Nominating and Corporate Governance Committee will consider director
candidates recommended by stockholders provided that such recommendations are
delivered pursuant to the Policy Governing Director Nominations and Security
Holder  Board Communications. A copy of this policy may be obtained by
writing to Evergreen Solar, Inc. Nominating and Corporate Governance Committee,
259 Cedar Hill Street, Marlboro, MA 01752. Stockholders who wish to recommend
individuals for consideration by the Nominating and Corporate Governance
Committee as nominees for election to the board of directors must give written
notice to the Nominating and Corporate Governance Committee of the Company via
one of three methods: (i) via U.S. Mail or Expedited Delivery to Evergreen
Solar, Inc., 259 Cedar Hill Street, Marlboro, MA 01752, c/o Secretary of the
Company; (ii) via facsimile at (508) 357-2279 or (iii) via email to the
Chairman of the Nominating and Corporate Governance Committee at
nominations@evergreensolar.com. Such notice must set forth all information
that is required to be disclosed under applicable rules and regulations of the
SEC and the Policy Governing Director Nominations and Security Holder  Board
Communications for each person whom such stockholder proposes to nominate. The
Nominating and Corporate Governance Committee does not intend to alter the
manner in which it evaluates director candidates, including the criteria set
forth in the Policy Governing Director Nominations and Security Holder-Board
Communications, based on whether the candidate was recommended by a stockholder
or otherwise. Code of Business Conduct and Ethics The board of directors has adopted a Code of Business Conduct and Ethics
(the Code) for all employees, officers and directors. The Code meets the
requirements of regulations promulgated under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended. We require all
employees to adhere to the Code in addressing legal and ethical issues
encountered in conducting their work. The Code requires that our employees
avoid conflicts of interest, comply with all laws and other legal requirements,
conduct business in an honest and ethical manner and otherwise act with
integrity and the Companys best interest. In support of the Code, the Company
has provided its employees with numerous avenues for the reporting of ethics
violations or other similar concerns. The Nominating and Corporate Governance
Committee monitors the implementation and enforcement of the Code. A current copy of the Code is available at the Investor Relations section
of the Companys website at http://www.evergreensolar.com. A copy of the Code
may also be obtained, free of charge, from the Company upon




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a written request directed to: Evergreen Solar, Inc., 259 Cedar Hill St.,
Marlboro, MA, 01752, Attention: Investor Relations. The Company intends to
disclose amendments to or waivers from a provision of the Code that applies to
the Companys principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions by posting such information on its website available at
http://www.evergreensolar.com. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our
officers, directors and holders of more than 10% of our Common Stock
(collectively, the Reporting Persons) to file with the SEC initial reports of
ownership and reports of changes in ownership of our Common Stock. Such
persons are required by regulations of the SEC to furnish us with copies of all
filings. Based on our review of the copies of such filings received by us with
respect to the year ended December 31, 2003, we believe that all Reporting
Persons complied with Section 16(a) filing requirements during the year ended
December 31, 2003, with the following exceptions: (i) each of Messrs. Charron
and Deutch and Micro-Generation Technology Fund, LLC filed a late Form 3 on May
27, 2003 reporting the initial statement of beneficial ownership, (ii) each of
Messrs. Charron, Deutch and McDermott and Drs. Shaw, Sommers and Williams filed
two late Form 4s, one on May 20, 2003 reporting one transaction (except in the
case of Dr. Shaw, who reported four transactions) and one on August 26, 2003
reporting one transaction and (iii) each of Dr. DAgostino and Mr. Woodward
filed one late Form 4 on May 15, 2003 and August 26, 2003, respectively,
reporting one transaction. 
 ITEM 11. EXECUTIVE COMPENSATION: Executive Compensation Summary The following table sets forth the annual and long-term compensation of
our Chief Executive Officer and each of our four other most highly compensated
executive officers who were serving as executive officers as of December 31,
2003 and whose salary and bonus exceeded $100,000 for fiscal year 2003
(collectively, the Named Executive Officers) for fiscal years ended December
31, 2003, 2002 and 2001. Mr. Farber served as our Chief Executive Officer and
President until December 11, 2003. Mr. Feldt was appointed as our Chief
Executive Officer and President on December 11, 2003. Summary Compensation Table Annual Compensation(1)
    

Long-TermCompensationAwards(2)SecuritiesUnderlyingName and Principal Position(s)
    
    
    
    
    
    Salary($)
    
    Bonus($)
    
    OptionsRichard M. Feldt (3)
    
    
    2003
    
    
    
    13,587
    
    
    
    0
    
    
    
    2,000,000Chief Executive Officer, President and Director
    
    
    2002
    
    
    
    0
    
    
    
    0
    
    
    
    02001
    
    
    
    0
    
    
    
    0
    
    
    
    0Mark A. Farber
    
    
    2003
    
    
    
    172,093
    
    
    
    4,000
    
    
    
    300,000Vice President, Marketing & Business Development and Director
    
    
    2002
    
    
    
    167,357
    
    
    
    0
    
    
    
    02001
    
    
    
    156,770
    
    
    
    0
    
    
    
    20,000Richard G. Chleboski
    
    
    2003
    
    
    
    136,372
    
    
    
    4,000
    
    
    
    275,000Chief Financial Officer, Treasurer, and Secretary
    
    
    2002
    
    
    
    130,771
    
    
    
    0
    
    
    
    02001
    
    
    
    122,455
    
    
    
    0
    
    
    
    15,000Dr. Jack I. Hanoka
    
    
    2003
    
    
    
    138,120
    
    
    
    2,000
    
    
    
    190,000Chief Technical Officer
    
    
    2002
    
    
    
    135,982
    
    
    
    0
    
    
    
    02001
    
    
    
    128,770
    
    
    
    0
    
    
    
    20,000John J. McCaffrey, Jr.
    
    
    2003
    
    
    
    151,687
    
    
    
    3,000
    
    
    
    205,000Vice President, Manufacturing and Engineering
    
    
    2002
    
    
    
    146,464
    
    
    
    0
    
    
    
    02001
    
    
    
    138,420
    
    
    
    5,000
    
    
    
    40,000Dr. Rex DAgostino (4)
    
    
    2003
    
    
    
    150,062
    
    
    
    1,000
    
    
    
    85,000Vice President, Sales
    
    
    2002
    
    
    
    144,371
    
    
    
    0
    
    
    
    02001
    
    
    
    137,705
    
    
    
    0
    
    
    
    70,000




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##### Table of Contents



(1)
    
    The compensation described in this table does not include medical, group
life insurance and other benefits received by the Named Executive Officers
which are available generally to all of our salaried employees and certain
perquisites and other personal benefits received by the Named Executive
Officers which do not exceed the lesser of $50,000 or 10% of any such
officers total salary and bonus reported in this table.(2)
    
    We did not grant any stock appreciation rights or make any long-term
incentive plan payouts to the Named Executive Officers during the fiscal
years ended December 31, 2003, 2002 and 2001.(3)
    
    Mr. Feldt became an employee and executive officer when he was elected
Chief Executive Officer, President and Director on December 11, 2003.(4)
    
    Dr. DAgostino became an employee and an executive officer when he was
elected Vice President, Sales in January of 2001. Included
in Dr. DAgostinos compensation was $18,000.00, $13,599.99, and
$16,833.29 to cover costs associated with relocation to Evergreen Solar,
Inc. during fiscal years 2003, 2002 and 2001, respectively.




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Option Grants in Last Fiscal Year The following table sets forth certain information concerning grants of
stock options to the Named Executive Officers during the fiscal year ended
December 31, 2003. The percentage of total options granted to employees in 2003
shown in the table below is based on options to purchase an aggregate of
4,137,447 shares of Common Stock granted during the year ended December 31,
2003. The options, which were granted under our 2000 Stock Option and Incentive
Plan, become exercisable over a four year period, with 25% of the option shares
granted vesting on each of the one-year, two-year, three-year and four-year
anniversary of the grant date, and expire on the tenth anniversary of the date
of grant, subject to earlier termination in certain situations related to
resignation or termination of employment. Options are subject to the employees
continued employment. We did not grant any stock appreciation rights during the
fiscal year ended December 31, 2003. Option Grants in Last Fiscal Year Individual Grants
    
    Potential RealizableValue atAssumed AnnualNumber of SecuritiesUnderlyingOptions
    
    Percent of TotalOptionsGranted toEmployees in
    
    ExercisePrice
    
    Expiration
    
    Rates of Stock PriceAppreciationfor Option Term(1)Name
    
    Granted
    
    Fiscal Year(%)
    
    ($/Sh)(2)
    
    Date
    
    5%($)
    
    10%($)Richard M. Feldt(3)
    
    
    2,000,000
    
    
    
    48.3
    %
    
    
    1.61
    
    
    
    12/11/17
    
    
    
    3,156,232
    
    
    
    9,011,138Mark A. Farber
    
    
    250,000
    
    
    
    6.0
    %
    
    
    2.00
    
    
    
    11/18/17
    
    
    
    490,098
    
    
    
    1,399,24550,000
    
    
    
    1.2
    %
    
    
    1.54
    
    
    
    05/12/17
    
    
    
    75,516
    
    
    
    215,636Richard G. Chleboski
    
    
    225,000
    
    
    
    5.4
    %
    
    
    2.00
    
    
    
    11/18/17
    
    
    
    441,088
    
    
    
    1,259,32050,000
    
    
    
    1.2
    %
    
    
    1.54
    
    
    
    05/12/17
    
    
    
    75,516
    
    
    
    215,636Dr. Jack I. Hanoka
    
    
    175,000
    
    
    
    4.2
    %
    
    
    2.00
    
    
    
    11/18/17
    
    
    
    343,068
    
    
    
    979,47115,000
    
    
    
    0.4
    %
    
    
    1.54
    
    
    
    05/12/17
    
    
    
    22,654
    
    
    
    64,690John J. McCaffrey, Jr.
    
    
    175,000
    
    
    
    4.2
    %
    
    
    2.00
    
    
    
    11/18/17
    
    
    
    343,068
    
    
    
    979,47130,000
    
    
    
    0.7
    %
    
    
    1.54
    
    
    
    05/12/17
    
    
    
    45,309
    
    
    
    129,381Dr. Rex DAgostino
    
    
    75,000
    
    
    
    1.8
    %
    
    
    2.00
    
    
    
    11/18/17
    
    
    
    147,029
    
    
    
    419,77310,000
    
    
    
    0.2
    %
    
    
    1.54
    
    
    
    05/12/17
    
    
    
    15,103
    
    
    
    43,127
   (1)
    
    Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. These assumptions are not intended to forecast
future appreciation of Evergreens stock price. The potential realizable
value computation does not take into account any federal or state tax
consequences of option exercises or sales of appreciated stock. This table
does not take into account any appreciation in the price of the Common
Stock since the date of grant.(2)
    
    The exercise price per share of each option was determined by the board
of directors to be equal to the fair market value per share of Common
Stock on the date of grant.(3)
    
    12.5% of Mr. Feldts options, which
were granted on December 11, 2003, vest 6 months from the date of grant, with an additional 12.5% vesting one
year form the grant date. Thereafter, 25% of the option shares granted
vest on each of the second, third and fourth anniversary of the grant
date.




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##### Table of Contents



Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values The following table sets forth certain information with respect to options
to purchase our Common Stock granted to the Named Executive Officers, including
(i) the number of shares of Common Stock purchased upon exercise of options in
the fiscal year ended December 31, 2003; (ii) the net value realized upon such
exercise; (iii) the number of unexercised options outstanding at December 31,
2003; and (iv) the value of unexercised options at exercise prices equal to or
less than the market value of the Common Stock at December 31, 2003
(In-the-Money). Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values Number of Securities Underlying
    
    Value of UnexercisedUnexercised Options held at
    
    In-the-Money Options atSharesAcquired on
    
    Value
    
    December 31, 2003
    
    December 31, 2003($)(2)Name
    
    Exercise
    
    Realized($)(1)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableRichard M. Feldt
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    2,000,000
    
    
    
    0
    
    
    
    140,000Mark A. Farber
    
    
    0
    
    
    
    0
    
    
    
    141,675
    
    
    
    335,982
    
    
    
    44,640
    
    
    
    7,000Richard G. Chleboski
    
    
    0
    
    
    
    0
    
    
    
    108,344
    
    
    
    298,667
    
    
    
    42,909
    
    
    
    7,000Dr. Jack I. Hanoka
    
    
    0
    
    
    
    0
    
    
    
    96,219
    
    
    
    217,322
    
    
    
    27,876
    
    
    
    2,100John J. McCaffrey, Jr
    
    
    0
    
    
    
    0
    
    
    
    89,282
    
    
    
    236,548
    
    
    
    28,060
    
    
    
    4,200Dr. Rex DAgostino
    
    
    0
    
    
    
    0
    
    
    
    35,000
    
    
    
    120,000
    
    
    
    0
    
    
    
    1,400
   (1)
    
    Amounts calculated by subtracting the aggregate exercise price of the
options from the market value of the underlying Common Stock on the date
of exercise, and do not reflect amounts actually received by the Named
Executive Officers.(2)
    
    Amounts calculated by subtracting the exercise price of the options from
the fair market value of the underlying Common Stock as quoted on The
Nasdaq Stock Market, Inc. on December 31, 2003 of $1.68 per share,
multiplied by the number of shares underlying the options, and do not
reflect amounts that may be actually received by the Named Executive
Officers upon exercise of options. Compensation Committee Interlocks and Insider Participation The members of the Compensation Committee are currently Dr. Shaw, Mr.
Deutch and Mr. Woodward. Dr. Williams served as a member of the Compensation
Committee until May 2003. No current member of the Compensation Committee or
person who was a member of such committee at any time during 2003 was at any
time during the past year an officer or employee of the Company (or any of our
subsidiaries), was formerly an officer of the Company (or any of its
subsidiaries), or had any relationship with the Company requiring disclosure
herein. During the last fiscal year, none of our executive officers served as (i)
a member of the compensation committee (or other committee of the board of
directors performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another entity, one of whose
executive officers served on our Compensation Committee; (ii) a director of
another entity, one of whose executive officers served on our Compensation
Committee; or (iii) a member of the compensation committee (or other committee
of the board of directors performing equivalent functions or, in the absence of
any such committee, the entire board of directors) of another entity, one of
whose executive officers served as a director of our board of directors. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee of the board of directors is currently composed
of Dr. Robert W. Shaw, Jr., Mr. Phillip J. Deutch, and Mr. Timothy Woodward.
Pursuant to authority delegated by the board of directors, the Compensation
Committee reviews and evaluates the performance of the Companys executive
officers and makes recommendations to the board of directors regarding the
appropriate level of base compensation and bonus and other incentive
compensation for certain senior employees, including all executive officers
other than the Chief Executive Officer, whose base compensation, bonus and
other incentive compensation the Compensation Committee




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##### Table of Contents



establishes and approves. The Compensation Committee is also responsible
for establishing general compensation policies and guidelines and for
administering and making recommendations and awards under Evergreens 2000
Stock Option and Incentive Plan and Evergreens 2000 Employee Stock Purchase
Plan. Overview and Philosophy.Evergreens executive compensation policies are
designed to:  
    
    provide compensation that attracts, motivates and retains experienced
and well-qualified executives capable of leading Evergreen to meet its
business objectives;
    
    recognize and reward performance of Evergreens executive officers,
both as individuals and as members of a cohesive management team, in
meeting certain strategic objectives;
    
    align the interests of Evergreens executive team with those of
Evergreen; and
    
    align the interests of Evergreens executive team with those of
Evergreens stockholders through long-term equity-based incentives. Evergreens executive officers receive a compensation package consisting
of base salary, incentive cash bonuses, long-term incentive awards in the form
of stock options, and participation in benefit plans generally available to all
of Evergreens employees. In setting executive officer compensation levels, the
Committee is guided by the following considerations:  
    
    a portion of each executive officers compensation should be
contingent upon the achievement of specific predetermined corporate
objectives as well as upon each executive officers individual level of
performance;
    
    compensation levels should reflect Evergreens past performance and
expectations of future performance;
    
    compensation levels should be competitive with compensation generally
being paid to executives in Evergreens industry to ensure Evergreens
ability to attract and retain experienced and well-qualified executives;
and
    
    a significant portion of executive officer compensation should be
paid in the form of equity-based incentives to link closely stockholder
and executive interests. The Committee also considered Evergreens financial performance in fiscal
year 2003, certain milestones achieved by Evergreen, and individual executive
officer duties. Additional factors which the Compensation Committee considered
with respect to each executive officers compensation package for fiscal year
2003 are summarized below. The Compensation Committee may, however, in its
discretion, apply different or additional factors in making decisions with
respect to executive compensation in future years. Also, the committee does not
assign relative weights or rankings to these factors, but instead makes a
determination based upon the consideration of all of these factors as well as
the progress made with respect to Evergreens long-term goals and strategies. Base Salary.Fiscal 2003 base salaries for Evergreens executive officers
who earned over $100,000 during fiscal 2003 are listed in the Summary
Compensation Table found on page 6. Fiscal 2003 base salaries were determined
by the Compensation Committee after considering the base salary level of the
executive officers in prior years, and taking into account for each executive
officer the amount of base salary as a component of total compensation.
Generally, salary decisions for Evergreens executive officers are made after
the end of each fiscal year. Base salary, while reviewed annually, is only
adjusted as deemed necessary by the Compensation Committee in determining total
compensation. Base salary levels for each of Evergreens executive officers,
other than the Chief Executive Officer, were also based in part upon
evaluations and recommendations made by the Chief Executive Officer. Bonus Compensation.In determining bonus compensation for Evergreens
executive officers, the Compensation Committee evaluates Evergreens
achievement of its strategic objectives, individual performance and the actual
performance of each such executive officer. The balance of cash-incentive
versus equity-based bonus is driven both by the individuals performance as
well as by the Companys overall performance and situation. Future bonus
compensation, if any, will be awarded based on factors described above as well
as any additional factors the Committee deems necessary.




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##### Table of Contents



Long Term Incentive Compensation.The Compensation Committee believes
that stock option participation aligns the interests of executive officers with
those of the stockholders. In addition, the Compensation Committee believes
that equity ownership by executive officers helps to balance the short-term
focus of annual incentive compensation with a longer term view and may help to
retain such persons. Long-term incentive compensation, in the form of stock
options, allows executive officers to share in any appreciation in the value of
the Evergreens Common Stock. The Compensation Committee generally grants stock
options that become exercisable over a four year period as a means of
encouraging executive officers to remain with us and promote Evergreens
success. In general, the Compensation Committee awards stock options to
Evergreens executive officers with exercise prices equal to the market price
of a share of Evergreens Common Stock on the date of grant. As a result,
executive officers will benefit from these stock option grants only to the
extent that the price of Evergreens Common Stock increases and Evergreens
stockholders have also benefited. When establishing stock option grant levels, the Compensation Committee
considers general corporate performance, individual performance, the Chief
Executive Officers recommendations (except with respect to his own stock
option grant levels), level of seniority and experience, existing levels of
stock ownership, previous grants of stock options, vesting schedules of
outstanding options and the current stock price. The Compensation Committee generally grants an initial stock option award
to executive officers at the time they commence employment, consistent with the
number of options granted to peers within and outside the industry at similar
levels of seniority. In addition, the Compensation Committee may make
performance-based grants from time-to-time, as it deems appropriate. In making
such performance-based grants, the Compensation Committee considers individual
contributions to Evergreens financial, operational and strategic objectives.
For fiscal year 2003, the Committee awarded certain of Evergreens executive
officers additional stock option awards in recognition of Evergreens
performance during fiscal year 2003, including the successful scale up of our
manufacturing operations. Other Benefits.Evergreen also offers various broad-based employee
benefit plans. Executive officers participate in these plans on the same terms
as eligible, non-executive employees, subject to any legal limits on the
amounts that may be contributed or paid to executive officers under these
plans. Evergreen offers a stock purchase plan, under which employees may
purchase shares of Evergreens Common Stock at a discount, and offers a 401(k)
Plan, which allows employees to invest in a wide array of funds on a pre-tax
basis. Evergreen also maintains insurance and other benefit plans for its
employees, including executive officers. Chief Executive Officer Compensation.On December 11, 2003, Mr. Richard
M. Feldt was appointed Evergreens Chief Executive Officer at which time Mr.
Farber assumed the title of Vice President, Marketing & Business Development.
Compensation for Evergreens Chief Executive Officer and President was
determined in accordance with the policies applicable to Evergreens other
executive officers described above. In addition, the Committee considered
Evergreens overall performance, the performance of the management team,
compensation paid by competing companies, and Evergreens prospects, among
other objective and subjective factors. Mr. Farbers base salary for fiscal year 2003 was $172,093, which
represents an increase of $4,736 or 2.8% over his 2002 base salary. Mr. Farber
received bonus compensation of $4,000 for fiscal year 2003. The number of
options granted to Mr. Farber in fiscal 2003 is set forth in the table
captioned Option Grants in Last Fiscal Year found on page 7. The total
options held by Mr. Farber at December 31, 2003 is set forth in the table
captioned Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values found on page 8. The Compensation Committee believes Mr.
Farbers compensation as Chief Executive Officer was consistent with the
compensation received by chief executive officers at companies within the same
industry in which Evergreen operates, as adjusted to reflect the relative size
of Evergreen to such comparable companies. Because Mr. Feldt did not begin his employment with Evergreen until
December 2003, his base salary for fiscal year 2003 was $13,587, an annualized
rate of $250,000. The number of options granted to Mr. Feldt in fiscal 2003 is
set forth in the table captioned Option Grants in Last Fiscal Year found on
page 7. The total options held by Mr. Feldt at December 31, 2003 is set forth
in the table captioned Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values found on page 8. The Compensation Committee
believes Mr. Feldts compensation is consistent with the compensation received
by chief executive officers at companies within the same industry in which
Evergreen operates, as adjusted to reflect the relative size of Evergreen to
such comparable companies.




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##### Table of Contents



Tax Deductibility of Executive Compensation.In general, under Section
162(m) of the Internal Revenue Code of 1986, as amended (the Code), Evergreen
cannot deduct, for federal income tax purposes, compensation in excess of
$1,000,000 paid to certain executive officers. This deduction limitation does
not apply, however, to compensation that constitutes qualified
performance-based compensation within the meaning of Section 162(m) of the
Code and the regulations promulgated thereunder. The Compensation Committee has
considered the limitations on deductions imposed by Section 162(m) of the Code,
and it is the Compensation Committees present intention that, for so long as
it is consistent with its overall compensation objectives, substantially all
tax deductions attributable to executive compensation will not be subject to
the deduction limitations of Section 162(m) of the Code. Respectfully submitted by the Compensation Committee. THE COMPENSATION COMMITTEE:Dr. Robert W. Shaw, Jr.Phillip J. DeutchTimothy Woodward




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##### Table of Contents



STOCK PERFORMANCE GRAPH The following graph compares the percentage change in the cumulative total
stockholder return on our Common Stock during the period from our initial
public offering through December 31, 2003, with the cumulative total return of
(i) the Media General Market Weighted Nasdaq Index (the NASDAQ Market Index)
and (ii) an SIC Index that includes all organizations in our Standard
Industrial Classification (SIC) Code 836  Diversified Electronics (the SIC
Code Index). The comparison assumes $100 was invested on November 2, 2000 in
our Common Stock and in each of the foregoing indices and assumes any dividends
were reinvested, if any. (STOCK PERFORMANCE GRAPH) 11/2/00
    
    12/29/00
    
    12/31/01
    
    12/31/02
    
    12/31/03Evergreen Solar, Inc
    
    $
    100.00
    
    
    $
    35.53
    
    
    $
    17.89
    
    
    $
    6.79
    
    
    $
    8.84SIC Code Index
    
    $
    100.00
    
    
    $
    66.09
    
    
    $
    38.31
    
    
    $
    24.21
    
    
    $
    38.00NASDAQ Market Index.
    
    $
    100.00
    
    
    $
    73.35
    
    
    $
    58.47
    
    
    $
    40.78
    
    
    $
    61.32
  (1)
    
    Prior to November 2, 2000 our Common Stock was not publicly traded.
Comparative data is provided only for the period since that date. This graph is
not soliciting material, is not deemed filed with the Securities and Exchange
Commission and is not to be incorporated by reference in any of our filings
under the Securities Act of 1933 or the Securities Exchange Act of 1934,
whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.(2)
    
    The stock price information shown on the graph is not necessarily
indicative of future price performance. Information used on the graph was
obtained from Media General Financial Services, Inc., a source believed to be
reliable, but we are not responsible for any errors or omissions in such
information.




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS: Equity Compensation Plan Information The following table provides information as of December 31, 2003 with
respect to shares of our Common Stock that may be issued under equity
compensation plans: Number of securities remainingNumber of securities to be
    
    
    
    
    
    available for future issuanceissued upon exercise
    
    Weighted-average exercise
    
    under equity compensationof outstanding options,
    
    price of outstanding options,
    
    plans (excluding securitiesPlan category
    
    warrants and rights
    
    warrants and rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation plans
approved by security
holders
    
    
    5,263,937
    
    
    $
    2.42
    
    
    
    2,386,063Equity compensation plans
not approved by security
holders
    
    
    0
    
    
    
    
    
    
    
    0Total
    
    
    5,263,937
    
    
    $
    2.42
    
    
    
    2,386,063
 Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding beneficial
ownership of our Common Stock and our Preferred Stock as of the Record Date by:
(i) each person who is known by us to own beneficially more than 5% of the
outstanding shares of Common Stock or more than 5% of the outstanding shares of
Series A Preferred Stock; (ii) each of our directors or nominees for director;
(iii) each of our executive officers named in the Summary Compensation Table on
page 6; and (iv) all of our current directors, nominees for director and
executive officers as a group. Unless otherwise indicated, the address for each
beneficial owner is c/o Evergreen Solar, Inc., 259 Cedar Hill Street, Marlboro,
MA 01752. Number of Shares
    
    Percentage of
    
    Percentage ofBeneficially
    
    Shares of
    
    Shares of Series AName and Address of Beneficial Owner
    
    Owned(1)
    
    Common Stock(2)
    
    Preferred Stock(3)5% Stockholders:Beacon Power Corporation(4)
    
    
    3,292,857
    
    
    
    13.0
    %
    
    
    4.1
    %234 Ballardvale Street 
Wilmington MA 01887CDP Entities(5)
    
    
    2,678,570
    
    
    
    *
    
    
    
    12.3
    %1981, avenue McGill College,
Montreal, Quebec H3A3C7
CanadaKawasaki Heavy Industries, Ltd(6)
    
    
    923,787
    
    
    
    5.7
    %
    
    
    *World Trade Center Building
4-1 Hamamatsu-cho 2-chome 
Minato-ku 
Tokyo 105-6116
JapanMassachusetts Technology Park Corporation(7)
    
    
    2,232,142
    
    
    
    *
    
    
    
    10.2
    %75 North Drive
Westborough, MA 01581Merrill Lynch Entities(8)
    
    
    1,450,892
    
    
    
    *
    
    
    
    6.6
    %Nth Power Technologies Entities(9)
    
    
    4,588,342
    
    
    
    6.3
    %
    
    
    16.4
    %50 California Street
Suite 840
San Francisco, CA 94111Perseus 2000, L.L.C.(10)
    
    
    2,678,571
    
    
    
    *
    
    
    
    12.3
    %2099
Pennsylvania Avenue, N.W., 9th FloorWashington, D.C. 20006




---



##### Table of Contents



Number of Shares
    
    Percentage of
    
    Percentage ofBeneficially
    
    Shares of
    
    Shares of Series AName and Address of Beneficial Owner
    
    Owned(1)
    
    Common Stock(2)
    
    Preferred Stock(3)RockPort Capital Entities(11)
    
    
    4,687,499
    
    
    
    *
    
    
    
    21.5
    %160 Federal Street, 18th Floor
Boston, MA 02110SAM Equity Partners Entities(12)
    
    
    2,678,571
    
    
    
    *
    
    
    
    12.3
    %P.O. Box 255
Trafalgar Court
St. Peter Port, GuernseyExecutive Officers and Directors:Richard M. Feldt (13)
    
    
    250,000
    
    
    
    1.5
    %
    
    
    *Mark A. Farber(14)
    
    
    353,466
    
    
    
    2.2
    %
    
    
    *Richard G. Chleboski(15)
    
    
    315,054
    
    
    
    1.9
    %
    
    
    *Dr. Jack I. Hanoka(16)
    
    
    310,834
    
    
    
    1.9
    %
    
    
    *John J. McCaffrey(17)
    
    
    114,203
    
    
    
    *
    
    
    
    *Rex DAgostino(18)
    
    
    50,000
    
    
    
    *
    
    
    
    *Dr. Brown F. Williams(19)
    
    
    71,835
    
    
    
    *
    
    
    
    *Luc Charron(20)
    
    
    2,694,175
    
    
    
    *
    
    
    
    12.3
    %Phillip J. Deutch(21)
    
    
    2,696,176
    
    
    
    *
    
    
    
    12.3
    %Charles J. McDermott(22)
    
    
    4,704,104
    
    
    
    *
    
    
    
    21.5
    %Dr. Robert W. Shaw, Jr.(23)
    
    
    411,397
    
    
    
    1.0
    %
    
    
    1.1
    %Dr. William P. Sommers(24)
    
    
    73,527
    
    
    
    *
    
    
    
    *Timothy A. Woodward(25)
    
    
    4,605,447
    
    
    
    6.4
    %
    
    
    16.4
    %All executive officers and directors as a
group (13 persons)(26)
    
    
    16,650,218
    
    
    
    16.3
    %
    
    
    63.6
    %
   *
    
    Less than one percent of the outstanding shares of Class.(1)
    
    The persons named in the table have sole voting and investment power with
respect to all shares shown as beneficially owned by them, except as noted
in the footnotes below.(2)
    
    Applicable percentage ownership as of the Record Date is based upon
16,086,604 shares of Common Stock outstanding as of the Record Date.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting and investment
power with respect to shares. Shares of Common Stock subject to options
and warrants currently exercisable or exercisable within 60 days after the
Record Date are deemed outstanding for computing the percentage ownership
of the person holding such options or warrants, as the case may be, but
are not deemed outstanding for computing the percentage ownership of any
other person.(3)
    
    Applicable percentage ownership as of the Record Date is based upon
21,786,269 shares of Series A Preferred Stock outstanding as of the Record
Date, which are convertible into 23,841,151 shares of Common Stock due to
dividends earned by the Series A Preferred Stockholders that, at the
Companys discretion, have been added to the liquidation value of the
Series A Preferred Stock. Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission and includes
voting and investment power with respect to shares. Shares of Common Stock
subject to options and warrants currently exercisable or exercisable
within 60 days after the Record Date are deemed outstanding for computing
the percentage ownership of the person holding such options or warrants,
as the case may be, but are not deemed outstanding for computing the
percentage ownership of any other person.




---



##### Table of Contents



(4)
    
    Includes 2,400,000 shares of Common Stock issuable upon exercise of a
warrant held by Beacon Power Corporation. Includes 892,857 shares of
Series A Preferred Stock, which are convertible into 977,071 shares of
Common Stock due to dividends earned that, at the Companys discretion,
have been added to the liquidation value of the Series A Preferred Stock.(5)
    
    Includes 2,276,785 shares of Series A Preferred Stock held by Caisse
dépôt et placement du Québec and 401,785 shares of Series A Preferred
Stock held by CDP Capital-Technology Ventures U.S. Fund 2002 L.P. The
2,678,570 shares of Series A Preferred Stock held by the CDP Entities are
convertible into an aggregate of 2,931,212 shares of Common Stock due to
dividends earned that, at the Companys discretion, have been added to the
liquidation value of the Series A Preferred Stock.(6)
    
    Includes 923,787 shares of Common Stock.(7)
    
    Includes 2,232,142 shares of Series A Preferred Stock, which are
convertible into 2,442,678 shares of Common Stock due to dividends earned
that, at the Companys discretion, have been added to the liquidation
value of the Series A Preferred Stock.(8)
    
    Includes 1,339,285 shares of Series A Preferred Stock held by Merrill
Lynch New Energy Technology Fund and 111,607 shares of Series A Preferred
Stock held by MLIIF New Energy Fund. The 1,450,892 shares of Series A
Preferred Stock held by the Merrill Lynch Entities are convertible into an
aggregate of 1,587,740 shares of Common Stock due to dividends earned
that, at the Companys discretion, have been added to the liquidation
value of the Series A Preferred Stock.(9)
    
    Includes 1,785,714 shares of Series A Preferred Stock held by Nth Power
Technologies Fund II, L.P. and 1,785,714 shares of Series A Preferred
Stock held by Nth Power Technologies Fund II-A, L.P. Includes 1,016,914
shares of Common Stock held by Nth Power Technologies Fund I, L.P. The
3,571,428 shares of Series A Preferred Stock held by the Nth Power
Technologies Entities is convertible into an aggregate of 3,908,286 shares
of Common Stock due to dividends earned that, at the Companys discretion,
have been added to the liquidation value of the Series A Preferred Stock.(10)
    
    Includes 2,678,571 shares of Series A Preferred Stock, which are
convertible into 2,931,214 shares of Common Stock due to dividends earned
that, at the Companys discretion, have been added to the liquidation
value of the Series A Preferred Stock.(11)
    
    Includes 3,571,428 shares of Series A Preferred Stock held by RockPort
Capital Partners, L.P. and 1,116,071 shares of Series A Preferred Stock
held by RP Co-Investment Fund I L.P. The 4,687,499 shares of Series A
Preferred Stock held by the RockPort Capital Entities are convertible into
an aggregate of 5,129,624 shares of Common Stock due to dividends earned
that, at the Companys discretion, have been added to the liquidation
value of the Series A Preferred Stock.(12)
    
    Includes 1,928,571 shares of Series A Preferred Stock held by SAM Private
Equity Energy Fund L.P. and 750,000 shares of Series A Preferred Stock
held by SAM Sustainability Private Equity LP. The 2,678,571 shares of
Series A Preferred Stock held by the SAM Equity Partners Entities are
convertible into an aggregate of 2,931,214 shares of Common Stock due to
dividends earned that, at the Companys discretion, have been added to the
liquidation value of the Series A Preferred Stock.(13)
    
    Includes 250,000 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.(14)
    
    Includes 168,609 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.(15)
    
    Includes 128,350 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.(16)
    
    Includes 60,749 shares of Common Stock held by Dr. Hanoka and 138,568
shares of Common Stock held by Hanoka Evergreen Limited Partnership.
Includes 111,517 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.




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(17)
    
    Includes 102,556 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.(18)
    
    Includes 50,000 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.(19)
    
    Includes 71,835 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.(20)
    
    Includes 15,605 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.(21)
    
    Includes 17,605 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.
Includes 2,678,571 shares of Series A Preferred Stock held by Perseus
2000, L.L.C., which are convertible into 2,931,214 shares of Common Stock
due to dividends earned that, at the Companys discretion, have been added
to the liquidation value of the Series A Preferred Stock. Mr. Deutch
disclaims beneficial ownership of all of the shares of Series A Preferred
Stock held by Persues 2000, L.L.C., other than shares in which he has a
pecuniary interest.(22)
    
    Includes 16,605 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.
Includes 4,687,499 shares of Series A Preferred Stock held by the RockPort
Capital Entities, which is convertible into 5,129,624 shares of Common
Stock due to dividends earned that, at the Companys discretion, have been
added to the liquidation value of the Series A Preferred Stock. Mr.
McDermott disclaims beneficial ownership of all of the shares of Series A
Preferred Stock held by the RockPort Capital Entities, other than shares
in which he has a pecuniary interest.(23)
    
    Includes 41,605 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.
Includes 125,481 shares of Common Stock of which 9,111 shares of Common
Stock are held by Dr. Shaws wife. Includes 244,311 shares of Series A
Preferred Stock which is convertible into 267,355 shares of Common Stock
due to dividends earned that, at the Companys discretion, have been added
to the liquidation value of the Series A Preferred Stock.(24)
    
    Includes 73,527 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.(25)
    
    Includes 17,105 shares of Common Stock issuable upon the exercise of
options that may be exercised within 60 days from the Record Date.
Includes 1,016,914 shares of Common Stock held by Nth Power Technologies
Fund I, L.P. and an aggregate of 3,571,428 shares of Series A Preferred
Stock held by the Nth Power Technologies Entities, which are convertible
into 3,908,286 shares of Common Stock due to dividends earned that, at the
Companys discretion, have been added to the liquidation value of the
Series A Preferred Stock. Mr. Woodward disclaims beneficial ownership of
all of the shares of Series A Preferred Stock held by the Nth Power
Technologies Entities, other than shares in which he has a pecuniary
interest.(26)
    
    For purposes of calculating Percentage of Shares of Common Stock
outstanding, the number of shares beneficially owned, includes 2,400,000
shares of Common Stock issuable upon exercise of warrants, 1,064,919
shares of Common Stock issuable upon the exercise of options that may be
exercised within 60 days from the Record Date, and 21,786,269 shares of
Series A Preferred Stock.




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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS: We believe that all transactions set forth below were made on terms no
less favorable to us than would have been obtained from unaffiliated third
parties. We have adopted a policy that all transactions between us and any of
our officers, directors, principal stockholders and affiliates will be on terms
no less favorable to us than could be obtained unaffiliated third parties, and
will be approved by a majority of the disinterested members of our board of
directors. Indemnification Agreements In November 2000 and May 2003, we entered into indemnification agreements
with each of our directors and executive officers. These agreements require us
to, among other things, indemnify each of our directors and executive officers
for any and all expenses (including attorney fees), judgments, fines, penalties
and amounts paid in settlement (if such settlement is approved in advance by
us, which approval may not be unreasonably withheld), in connection with any
action suit or proceeding arising out of the individuals status as a director
or executive officer of Evergreen and to advance expenses incurred by the
individual in connection with any proceeding against the individual with
respect to which he or she may be entitled to indemnification by us. Private Placement Financing On March 21, 2003, we entered into a stock and warrant purchase agreement
with certain purchasers involving the sale and purchase of up to 43.2 million
shares of our Series A Preferred Stock and a warrant to purchase 2,400,000
shares of our Common Stock. Micro-Generation Technology Fund, LLC, UVCC Fund
II, and UVCC II Parallel Fund, L.P., each of which is an investment entity
affiliated with Dr. Robert W. Shaw, Jr., a director of ours and the former
chairman of our board of directors, invested $3.5 million in the aggregate in
the private placement in return for shares of Series A Preferred Stock on terms
identical to those afforded to each other purchaser in the private placement,
except that Arete Corporation, as one of the five purchasers who signed the
initial term sheet with respect to the private placement, had the right to
designate a member of our board of directors. Dr. Shaw is the President of
Arete Corporation, which is the manager of Micro-Generation Technology Fund,
LLC. Dr. Shaw is a general partner of Arete Venture Investors II, L.P., which
is the general partner of UVCC Fund II. Dr. Shaw is also a general partner of
Arete Ventures III, L.P., which is the general partner of UVCC II Parallel
Fund, L.P. As of the consummation of the private placement, Arete Corporation
designated Dr. Shaw as its designee to our board of directors. Dr. Shaw is a limited partner of Nth Power Management II, L.P., the
general partner of Nth Power Technologies Fund II, LP, and in such capacity
provides advice as requested to this entity. Dr. Shaw does not serve on this
entitys investment committee nor does he have any decision making authority
with respect thereto. Dr. Shaw has also agreed to become a member of, and
perform comparable services for, Nth Power Management II-A, LLC, the general
partner of Nth Power Technologies Fund II-A, L.P., and will have a similar
advisory role with that entity. Nth Power Technologies Fund II, LP and Nth
Power Technologies Fund II-A, LP, each of which is an investment entity
affiliated with Nth Power Management II, L.P. and Nth Power Management II-A,
LLC, invested $4 million in the aggregate in the private placement in return
for shares of Series A Preferred Stock on terms identical to those afforded to
each other purchaser, except that Nth Power Technologies Fund II, LP, as one of
the five purchasers signed the initial term sheet with respect to the private
placement, had the right to designate a member of our board of directors. Shaw
did not participate in the decision of either of the two Nth Power-related
entities to invest in the private placement. As of the consummation of the
private placement, Nth Power Technologies Fund II, LP designated Timothy A.
Woodward, a Managing Director of Nth Power, LLC, as its designee to our board
of directors. Dr. Shaw serves as a member of the investment committee of SAM Private
Equity Energy Fund L.P. and SAM Sustainability Private Equity Fund L.P. and he
has a limited partnership interest in SAM Private Equity Energy Fund L.P. These
entities and another affiliated entity, SAM Smart Energy, invested $3.25
million in the aggregate in the private placement in return for shares of
Series A Preferred Stock on terms identical to those afforded to each other
purchaser. Dr. Shaw recused himself and did not participate in the SAM
investment committee decisions to invest in the private placement.




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Dr. Shaw has no voting power or dispositive power over any Evergreen
shares held by the Nth Power investment entities or the SAM investment
entities. Dr. Shaw is not a member of, and did not participate in, any meetings of
our financing committee that negotiated the private placement and did not
participate in any discussions with the purchasers concerning the terms of the
private placement. Mason Willrich, a former director of ours, was previously affiliated with
Nth Power, LLC. From 1996 through December 1999, Mr. Willrich served as a
Principal of Nth Power, LLC, a managerial role that entails reviewing
investment candidates and participating in day-to-day operations management,
and from January 2000 through February 2002, he was a Special Limited Partner
of Nth Power, LLC, an advisory role that entailed reviewing investment
candidates and providing insights into market trends and opportunities. Mr. Willrich was not a member of, and did not participate in, any meetings
of our financing committee that negotiated the terms of the private placement
and did not participate in any discussions with the purchasers concerning the
terms of the private placement.




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES: Audit Fees The aggregate fees billed by PricewaterhouseCoopers LLP to Evergreen Solar for
professional services relating to the audit of our annual financial statements
for 2003 and the review of the financial statements included in our quarterly
reports for 2003 were approximately $109,600. The aggregate fees billed by
PricewaterhouseCoopers LLP for professional services relating to the audit of
our annual financial statements for 2002 and the review of the financial
statements included in our quarterly reports for 2002 were approximately
$92,750. Audit-Related Fees There were no fees billed by PricewaterhouseCoopers LLP to Evergreen Solar for
assurance and related services that are reasonably related to the performance
of the audit or review of the financial statements relating to fiscal years
2003 and 2002 and are not reported under Audit Fees. Tax Fees The aggregate fees billed by PricewaterhouseCoopers LLP to Evergreen Solar for
professional services for tax compliance, tax advice and tax return preparation
relating to our fiscal year 2003 and 2002 were approximately $20,000 and
$18,000, respectively. All Other Fees There were no other fees billed by PricewaterhouseCoopers LLP to Evergreen
Solar for services other than the services reported under Audit Fees, Audit
Related Fees, and Tax Fees. Pre-approval Policies and Procedures The chairman of the Audit Committee is appointed to provide initial approval
for further services proposed by PricewaterhouseCoopers LLP up to $50,000,
subject to the approval from the other Committee members. Such an appointment
allows PricewaterhouseCoopers LLP to commence an engagement without being held
up due to scheduling. The audit committee at the next scheduled meeting would
make full approval of further services. There were no services performed by
PricewaterhouseCoopers LLP that were approved under the Companys pre-approval
policy relating to fiscal years 2003 and 2002. 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K: (a) The following documents are filed as part of this Annual Report on Form
10-K: 1. Consolidated Financial Statements. Previously filed on Form 10-K dated
March 23, 2004 and on Amendment No. 1 to Form 10-K dated March 23, 2004. 2. Exhibits. The following exhibits: ExhibitNumber
    
    Description3.1 (1)
    
    Third Amended and Restated Certificate of Incorporation of the Registrant. (Exhibit 3.2)3.2 (1)
    
    Second Amended and Restated By-laws of the Registrant. (Exhibit 3.4)4.1(2)
    
    Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of the
Registrant filed with the Secretary of State of the State of Delaware on May 15, 2003.
(Exhibit 4.3)4.2(2)
    
    Certificate of the Powers, Designations, Preferences and Rights of the Series A Convertible
Preferred Stock of the Registrant. (Exhibit 4.4)4.3(3)
    
    Form of Warrant issued to Beacon Power Corporation. (Exhibit 10.4)10.1 (1)*
    
    1994 Stock Option Plan. (Exhibit 10.1)10.2 (1)*
    
    2000 Stock Option and Incentive Plan. (Exhibit 10.2)10.3 (1)*
    
    2000 Employee Stock Purchase Plan. (Exhibit 10.3)10.4 (1)
    
    Lease Agreement between Registrant W9/TIB Real Estate Limited Partnership dated as of
January 31, 2000, as amended (Exhibit 10.5)




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ExhibitNumber
    
    Description10.5 (1)+
    
    Agreement between Registrant and Emanuel M. Sachs dated as of September 30, 1994, as
amended.
(Exhibit 10.7)10.6 (1)
    
    Series D Preferred Stock Purchase Agreement dated as of December 28, 1999. (Exhibit 10.8)10.7 (1)
    
    Form of Indemnification Agreement between Registrant and each of its directors and executive
officers. (Exhibit 10.9)10.8 (2)
    
    Stock and Warrant Purchase Agreement dated as of March 21, 200310.9 (2)
    
    Form of Registration Rights Agreement10.10 (2)
    
    Voting Agreement dated as of March 21, 200314.1
    
    Code of Business Conduct and Ethics of Evergreen Solar, Inc. (filed herewith).21.1 (5)
    
    Subsidiaries of the Registrant.23.1 (5)
    
    Consent of PricewaterhouseCoopers LLP.24.1 (5)
    
    Power of Attorney.31.1
    
    CEO Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).31.2
    
    CFO Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).32.1 (5)
    
    CEO Certification pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2 (5)
    
    CFO Certification pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 + Confidential treatment
granted as to certain portions.
* Indicates a management contract or compensatory plan, contract or arrangement.  (1)
    
    Incorporated herein by reference to the exhibits to the Companys
Registration Statement on Form S-1, as amended (File No. 333-43140).
The number given in parenthesis indicates the corresponding exhibit
number in such Form S-1.(2)
    
    Incorporated herein by reference to the exhibits to the Companys
Registration Statement on Form S-8 (File No. 333-105963). The number
given in parenthesis indicates the corresponding exhibit number in such
Form S-8.(3)
    
    Incorporated herein by reference to the exhibits to the Companys
Registration Statement on Form S-3 (File No. 333-106126). The number
given in parenthesis indicates the corresponding exhibit number in such
Form S-3.(4)
    
    Incorporated herein by reference to the exhibits to the Companys
Current Report on Form 8-K filed on March 24, 2003.(5)
    
    Previously filed on Form 10-K, dated March 23, 2004, and on
Amendment No. 1 to Form 10-K, dated March 23, 2004  (b)
    
    Reports on Form 8-K: During the quarter ended December 31, 2003, the Company filed a report on
form 8-K dated November 5, 2003, reporting information under Item 5 relating to
the press release regarding its financial results for the quarter ending
September 30, 2003. The Company also filed a report on form 8-K dated December
12, 2003, reporting information under Item 5 and Item 7 relating to the press
release regarding the appointment of Richard M. Feldt as the Companys new
Chief Executive Officer. (c) Exhibits: The Company hereby files as part of this Amendment No. 2 to Annual Report
on Form 10-K the exhibits listed in Item 15(a)(2) set forth above. Exhibits
which are incorporated herein by reference may be inspected and copied at the
public reference facilities maintained by the SEC at the SECs Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SECs
regional offices located at 233 Broadway, New York, New York 10279, and at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60611-2511. Copies of such material may be obtained by mail from the Public
Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The public may obtain information
on the operation of the Public Reference Room by calling 1-800-SEC-0330. The
SEC also maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC at the address http://www.sec.gov.




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 29th day of
April, 2004. EVERGREEN SOLAR, INC.By:
    /s/Richard M. FeldtRichard M. FeldtChief Executive Officer,President and Director
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated. Name
    
    Title
    
    Date/s/Richard M. Feldt

Richard M. Feldt
    
    Chief Executive Officer,
President and Director
(Principal Executive Officer)
    
    April 29, 2004/s/Mark A. Farber

Mark A. Farber
    
    Vice President,
Director
    
    April 29, 2004/s/Brown F. Williams

Brown F.  Williams
    
    Chairman of the Board of Directors
    
    April 29, 2004/s/Luc Charron

Luc Charron
    
    Director
    
    April 29, 2004/s/Philip J. Deutch

Philip J. Deutch
    
    Director
    
    April 29, 2004/s/Charles J. McDermott

Charles J. McDermott
    
    Director
    
    April 29, 2004/s/Robert W. Shaw, Jr.

Robert W.  Shaw, Jr.
    
    Director
    
    April 29, 2004/s/ William P. Sommers
William P. Sommers
    
    Director
    
    April 29, 2004/s/Timothy Woodward

Timothy Woodward
    
    Director
    
    April 29, 2004