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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM
10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009
 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 0-31687
 
 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.)
 138 Bartlett StreetMarlboro, Massachusetts 01752
    
    (508) 357-2221(Address of principal executive offices)(zip code)
    
    (Registrants telephone number, including area code)
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, Par Value $.01 Per Share
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
None
 
 o Yes þ No
 o Yes þ No
 þ Yes o No
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer  o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o Yes þ No




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TABLE OF CONTENTS  Explanatory NotePART IVSIGNATURESEXHIBIT INDEXEX-23.2EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1EX-99.2    Table of Contents  
 Explanatory Note




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##### Table of Contents



PART IV




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##### Table of Contents



SIGNATURES
 th
 EVERGREEN SOLAR, INC.By:
    /s/ Richard M. FeldtRichard M. FeldtChief Executive Officer, President and Chairman of the 
Board (Principal Executive Officer) Name
    
    Title
    
    Date/s/ Richard M. Feldt
    
    Chief Executive Officer, President and Chairman of the Board
    
    May 12, 2010Richard M. Feldt
    
    (Principal Executive Officer)/s/
Michael El-Hillow
    
    Chief Financial Officer and Secretary
    
    May 12, 2010Michael El-Hillow
    
    (Principal Financial and Accounting Officer)/s/ *
    
    Director
    
    May 12, 2010Allan H. Cohen/s/ *
    
    Director
    
    May 12, 2010Edward C. Grady/s/
*
    
    Director
    
    May 12, 2010Dr. Peter W. Cowden/s/
*
    
    Director
    
    May 12, 2010Tom L. Cadwell/s/
*
    
    Director
    
    May 12, 2010Dr. Susan F. Tierney
 *By:
    /s/ Michael El-HillowMichael El-HillowAttorney-in-fact




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EXHIBIT INDEX
 Number
    
    Description
    
    Incorporation by Reference3.1
    
    Third Amended and Restated Certificate of
Incorporation
    
    Exhibit 3.2 to the
Registrants Registration
Statement on Form S-1/A, filed on October 3, 20003.2
    
    Certificate of the Powers, Designations,
Preferences and Rights of the Series A
Convertible Preferred Stock of the Registrant
    
    Exhibit 4.4 to the
Registrants Registration
Statement on Form S-8, dated June 9, 20033.3
    
    Certificate of Amendment of Third Amended and
Restated Certificate of Incorporation
    
    Exhibit 3.1 to the
Registrants Current
Report on Form 8-K, dated
December 9, 2009, and
filed on December 14,
20093.4
    
    Second Amended and Restated By-laws
    
    Exhibit 3.4 to the
Registrants Registration
Statement on Form S-1/A,
filed on October 3, 20003.5
    
    Amendment No. 1 to Second Amended and Restated
By-laws
    
    Exhibit 3.1 to the
Registrants Current
Report on Form 8-K, dated
February 4, 2009 and
filed on February 5, 20094.1
    
    Indenture between the Company and U.S. Bank
National Association, as Trustee, dated as of
July 2, 2008
    
    Exhibit 4.1 to the
Registrants Current
Report on Form 8-K, dated
July 2, 2008 and filed on
July 7, 20084.2
    
    First Supplemental Indenture between the
Company and U.S. Bank National Association, as
Trustee, dated as of July 2, 2008
    
    Exhibit 4.2 to the
Registrants Current
Report on Form 8-K, dated
July 2, 2008 and filed on
July 7, 20084.3
    
    Form of 4% Senior Convertible Note due 2013
    
    Exhibit 4.2 to the
Registrants Current
Report on Form 8-K, dated
July 2, 2008 and filed on
July 7, 200810.1§
    
    1994 Stock Option Plan
    
    Exhibit 10.1 to the
Registrants Registration
Statement on Form S-1,
filed on August 4, 200010.2§
    
    Amended and Restated 2000 Stock Option and
Incentive Plan
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K, dated
June 18, 2008 and filed
on June 23, 200810.3§
    
    First Amendment to Amended and Restated 2000
Stock Option and Incentive Plan
    
    Exhibit 10.3 filed with
the Registrants Annual
Report on Form 10-K filed
on March 2, 200910.4§
    
    Amended and Restated 2000 Employee Stock
Purchase Plan
    
    Exhibits 99.2 to the
Registrants Current
Report on Form 8-K, dated
July 15, 2005 and filed
on July 21, 200510.5§
    
    First Amendment to Amended and Restated 2000
Employee Stock Purchase Plan
    
    Exhibit 10.2 to the
Registrants Registration
Statement on Form S-3,
dated May 16, 2007
 E-1




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Number
    
    Description
    
    Incorporation by Reference10.6
    
    Lease Agreement between the Registrant and
W9/TIB Real Estate Limited Partnership, dated
January 31, 2000, as amended
    
    Exhibit 10.5 to the
Registrants Registration
Statement on Form S-1,
initially filed on August
4, 200010.7
    
    Form of Indemnification Agreement between
Registrant and each of its directors and
certain executive officers
    
    Exhibit 10.9 to the
Registrants Registration
Statement on Form S-1,
initially filed on August
4, 200010.8
    
    Amended and Restated License and Technology
Transfer Agreement by and between the
Registrant and Sovello AG (f/k/a EverQ
GmbH)(Sovello), dated September 29, 2006
    
    Exhibit 10.18 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended
September 30, 2006, filed
on November 7, 200610.9
    
    Stock Purchase Agreement by and between the
Registrant and OCI Company Ltd. (formerly DC
Chemical Co., Ltd.) (OCI), dated April 17,
2007
    
    Exhibit 10.1 to the
Registrants Current
Report on Form 8-K,dated
April 17, 2007 and filed
on April 17, 200710.10
    
    Stockholders Agreement by and between the
Registrant and OCI, dated April 17, 2007
    
    Exhibit 10.2 to the
Registrants Current
Report on Form 8-K,dated
April 17, 2007 and filed
on April 17, 200710.11
    
    Supply Agreement by and between the Registrant
and OCI, dated April 17, 2007
    
    Exhibit 10.3 to the
Registrants Current
Report on Form 8-K/A,
dated April 17, 2007 and
filed on April 23, 200710.12
    
    Addendum to the Amended and Restated License
and Technology Transfer Agreement between the
Registrant and Sovello, dated April 30, 2007
    
    Exhibit 10.2 to the
Registrants Current
Report on Form 8-K, dated
April 30, 2007 and filed
on May 4, 200710.13
    
    Supply Agreement between the Registrant and
Wacker Chemie AG, effective as of August 31,
2007
    
    Exhibit 10.1 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended
September 30, 2007, filed
on November 8, 200710.14
    
    Supply Agreement between the Registrant and
Solaricos Trading Ltd., dated as of October 24,
2007
    
    Exhibit 10.34 to the
Registrants Annual
Report on Form 10-K for
the period ended December
31, 2007, filed on
February 27, 200810.15
    
    Lease Agreement between the Registrant and the
Massachusetts Development Finance Agency
(MDFA), dated November 20, 2007
    
    Exhibit 10.36 to the
Registrants Annual
Report on Form 10-K for
the period ended December
31, 2007, filed on
February 27, 200810.16
    
    Project Grant Agreement between the Registrant
and MDFA, dated November 20, 2007
    
    Exhibit 10.37 to the
Registrants Annual
Report on Form 10-K for
the period ended December
31, 2007, filed on
February 27, 200810.17
    
    Project Grant Agreement between the Registrant
and Massachusetts Technology Park Corporation,
dated November 20, 2007
    
    Exhibit 10.38 to the
Registrants Annual
Report on Form 10-K for
the period ended December
31, 2007, filed on
February 27, 2008
 E-2




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Number
    
    Description
    
    Incorporation by Reference10.18
    
    Supply Agreement by and between the Registrant
and OCI, dated January 30, 2008
    
    Exhibit 10.41 to the
Registrants Annual
Report on Form 10-K/A for
the period ended
December 31, 2007, filed
on August 8, 200810.19
    
    Master Supply Agreement by and between the
Company and Ralos Vertriebs GmbH, dated May 21,
2008
    
    Exhibit 10.1 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended June 28,
2008, filed on August 4,
200810.20
    
    Master Supply Agreement by and between the
Company and Wagner & Co Solartechnik GmbH,
dated June 18, 2008
    
    Exhibit 10.2 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended June 28,
2008, filed on August 4,
200810.21
    
    Share Lending Agreement dated as of June 26,
2008 between the Company and Lehman Brothers
International (Europe), through Lehman Brothers
Inc.
    
    Exhibit 10.5 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended June 28,
2008, filed on August 4,
200810.22
    
    Capped Call Transaction agreement dated June
26, 2008 between the Company and Lehman
Brothers OTC Derivatives Inc.
    
    Exhibit 10.6 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended June 28,
2008, filed on August 4,
200810.23
    
    Master Supply Agreement by and between the
Company and IBC Solar AG, dated July 14, 2008
    
    Exhibit 10.32 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200910.24
    
    Amended and Restated Sales Representative
Agreement by and Between the Registrant and
Sovello dated October 6, 2008
    
    Exhibit 10.33 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200910.25
    
    Quad Technology License Agreement by and
Between the Registrant and Sovello dated
October 6, 2008
    
    Exhibit 10.34 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200910.26
    
    Addendum to Quad Technology License Agreement
by and Between the Registrant and Sovello dated
October 6, 2008
    
    Exhibit 10.35 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200910.27
    
    Undertaking of Evergreen Solar dated October 6,
2008
    
    Exhibit 10.36 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200910.28
    
    Amended and Restated Master Joint Venture
Agreement by and among the Registrant, Q-Cells,
REC and Sovello AG, dated November 6, 2008
    
    Exhibit 10.37 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200910.29§
    
    Form of Amended and Restated Change of Control
Severance Agreement between the Registrant and
Richard M. Feldt
    
    Exhibit 10.38 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 2009
 E-3




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Number
    
    Description
    
    Incorporation by Reference10.30§
    
    Form of Amended and Restated Change of Control
Severance Agreement between the Registrant and
each of Michael El-Hillow and Brown Williams
    
    Exhibit 10.39 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200910.31§
    
    Form of Amended and Restated Change of Control
Severance Agreement between the Registrant and
each of
Richard G. Chleboski and Lawrence Felton
    
    Exhibit 10.40 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200910.32§
    
    Amended and Restated Management Incentive Policy
    
    Exhibit 10.41 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200910.33
    
    PV License Agreement by and between ESLR1, LLC
and TISICS Ltd. dated September 5,2007
    
    Exhibit 10.42 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200910.34
    
    Frame Agreement between the Registrant, Jiawei
Solar (Wuhan) Co. (Jiawei Wuhan) and the
Wuhan Donghu New Technology Development Zone
Management Committee dated April 30, 2009
    
    Exhibit 10.3 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended July 4,
2009, filed on August 12,
200910.35
    
    Relationship Agreement by and among Jiawei
Solarchina Co., Ltd. (Jiawei China), Jiawei
Wuhan, the Registrant and Evergreen Solar
(Wuhan) Co., Ltd. (Evergreen Wuhan), dated
July 14, 2009
    
    Exhibit 10.1 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 200910.36
    
    Manufacturing Services Agreement by and among
Jiawei China, Jiawei Wuhan, the Registrant and
Evergreen Wuhan, dated July 14, 2009
    
    Exhibit 10.2 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 200910.37
    
    Increase Registered Capital and Enlarge Shares
Agreement between Hubei Science & Technology
Investment Co., Ltd. and the Registrant on
Evergreen Wuhan dated July 24, 2009
    
    Exhibit 10.3 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 200910.38
    
    Equity Transfer Agreement Among The Registrant,
HSTIC and various other parties dated July 24,
2009 and Delivered September 22, 2009
    
    Exhibit 10.4 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 200910.39
    
    Amendment made on August 5, 2009 to Master
Supply Agreement by and between the Registrant
and Ralos Vertriebs Gmbh, dated May 21, 2008
    
    Exhibit 10.5 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 200910.40
    
    Amendment made on August 3, 2009 to Master
Supply Agreement by and between the Registrant
and Wagner & Co Solartechnik GmbH, dated June
18, 2008
    
    Exhibit 10.6 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 2009
 E-4




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Number
    
    Description
    
    Incorporation by Reference10.41
    
    Amendment dated on or about October 1, 2009 to
Master Supply Agreement by and between the
Registrant and IBC Solar AG, dated July 14,
2008
    
    **10.42
    
    First Amendment entered into October 2, 2009 to
the Supply Agreement by and between the
Registrant and Solaricos Trading, Ltd. dated
October 24, 2007
    
    **10.43
    
    First Amendment entered into January 1, 2010 to
the Supply Agreement by and between OCI and the
Registrant dated April 17, 2007
    
    **10.44
    
    First Amendment entered into January 1, 2010 to
the Supply Agreement by and between OCI and the
Registrant dated January 30, 2008
    
    **23.1
    
    Consent of PricewaterhouseCoopers LLP, an
Independent Registered Public Accounting Firm
    
    **23.2
    
    Consent of Deloitte & Touche GmbH, an Independent Registered Public Accounting Firm
    
    *31.1
    
    Certification of the Chief Executive Officer
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
    
    *31.2
    
    Certification of the Chief Financial Officer
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
    
    *32.1
    
    Certification of the Chief Executive Officer
pursuant to Rule 13a-14(d) and Rule 15d-14(d)
of the Securities Exchange Act of 1934, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    *32.2
    
    Certification of the Chief Financial Officer
pursuant to Rule 13a-14(d) and Rule 15d-14(d)
of the Securities Exchange Act of 1934, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    *99.1
    
    Sovello AG Audited Financial Statements as at December 31, 2009
    
    *99.2
    
    Sovello AG Unaudited Financial Statements as at December 31, 2008 and 2007
    
    *
 
 
    
    Confidential treatment granted as to certain portions. E-5




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§
    
    Indicates a management contract or compensatory plan, contract or arrangement.*
    
    Not applicable (filed herewith)**
    
    Filed as Exhibits to the Registrants Annual Report on
Form 10-K for the year ended December 31, 2009 with the
same exhibit numbers. E-6