##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 Or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 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 Number)138 Bartlett StreetMarlboro, Massachusetts
    
    01752(Address of principal executive offices)
    
    (Zip Code))
 Registrants telephone number, including area code: (508) 357-2221
 Securities registered pursuant to Section 12(g) of the Act:
None
 Securities registered pursuant to Section 12(b) of the Act:
Common Stock, Par Value $0.01 Per Share
 
 þ o
 o þ
 þ o
 o
  þ o o
 o þ




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE MATTERSITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATUREEx-23.2 Consent of Leipzig, Germany PricewaterhousCoopers AGEX-31.1 Section 302 Certification of C.E.O.EX-31.2 Section 302 Certification of C.F.O.EX-32.1 Section 906 Certification of C.E.O.EX-32.2 Section 906 Certification of C.F.O.EX-99.1 EverQ GmbH balance sheet for the period ended December 31, 2006EX-99.2 EverQ GmbH income statement for the period December 20 to December 31, 2006EX-99.3 EverQ GmbH cash flow for the period December 20 to December 31, 2006EX-99.4 EverQ GmbH notes to the financial statements for the period December 20 to December 31, 2006EX-99.5 Opinion Letter, Leipzig, Germany PricewaterhouseCoopers AG    Table of Contents  Explanatory Note
   -2-




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE MATTERS.
 Directors and Executive Officers
  Name
    
    Age
    
    PositionRichard M. Feldt
    
    
    55
    
    
    Chief Executive Officer, President and
Chairman of the Board of DirectorsMichael El-Hillow
    
    
    55
    
    
    Chief Financial Officer and SecretaryRichard G. Chleboski
    
    
    41
    
    
    Vice President, Worldwide ExpansionDr. Brown F. Williams
    
    
    66
    
    
    Vice President, Research and DevelopmentGary T. Pollard
    
    
    47
    
    
    Vice President, Human ResourcesDr. J. Terry Bailey
    
    
    52
    
    
    Senior Vice President, Marketing and SalesTom L. Cadwell
    
    
    61
    
    
    DirectorAllan H. Cohen (1)(2)
    
    
    57
    
    
    DirectorDr. Peter W. Cowden (2)(3)
    
    
    56
    
    
    DirectorEdward C. Grady (1)(3)
    
    
    59
    
    
    Lead DirectorDr. Gerald L. Wilson (1)(2)(3)
    
    
    67
    
    
    Director
 
 (1)
    
    Member of the Audit Committee.(2)
    
    Member of the Nominating and Corporate Governance Committee.(3)
    
    Member of the Compensation Committee. Class I Directors (Term Expiring in 2007):
 Richard M. Feldt
 Edward C. Grady
 -3-




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Class II Directors (Term Expiring in 2008):
 Allan H. Cohen
 Dr. Gerald L. Wilson
 Class III Directors (Term Expiring in 2009):
 Tom L. Cadwell
 Dr. Peter W. Cowden
 -4-




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Non-Director Executive Officers:
 Dr. J. Terry Bailey
 Richard G. Chleboski
 Michael El-Hillow
 Gary T. Pollard
 -5-




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Dr. Brown F. Williams
 Audit Committee
    Director Nominations
  Section 16(a) Beneficial Ownership Reporting Compliance
  -6-




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Code of Business Conduct and Ethics
   
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview and Philosophy
 
    
    provide compensation that attracts, motivates and retains experienced and
well-qualified executives capable of leading the Company to meet its business
objectives;
    
    recognize and reward performance of the Companys executive officers, both as
individuals and as members of a cohesive management team, in meeting certain strategic
objectives;
    
    align the interests of the Companys executive team with the corporate strategies
and business objectives of the Company; and
    
    align the interests of the Companys executive team with that of stockholders
through long-term equity-based incentives.
   
    
    recommendations from the CEO based on individual executive performance and
benchmarking data;
 -7-




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
    
    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 the Companys past performance and expectations
of future performance;
    
    compensation levels should be competitive with compensation generally being paid to
executives in the Companys industry to ensure the Company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 closely link stockholder and executive interests.
    Base Salary
 -8-




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Incentive Cash Bonuses
 Long-Term
Equity Incentive-Awards
   -9-




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Benefit Plans
 Chief Executive Officer Compensation
  Tax Deductibility of Executive Compensation
  -10-




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Compensation Committee Interlocks and Insider Participation
   Compensation Committee Report on Executive Compensation
  
 -11-




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##### Table of Contents



Summary Compensation Table for 2006
  Summary Compensation TableChange inPension Value andStock
    
    
    
    
    
    Non-Equity
    
    NonqualifiedAwards
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All Other($)(1)(3)(4)
    
    Grants
    
    Compensation
    
    Compensation
    
    CompensationName and Principal Position(s)
    
    Year
    
    Salary ($)
    
    Bonus ($)(2)
    
    (5)
    
    (1)(3)(4)($)
    
    ($)
    
    Earnings ($)
    
    ($)(6)(7)
    
    Total ($)Richard M. Feldt, Chief
Executive Officer, President
and Director
    
    
    2006
    
    
    $
    298,075
    
    
    $
    263,790
    
    
    $
    
    
    
    $
    1,440,404
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    
    
    
    $
    2,002,269Donald M. Muir, Vice
Presdent, Chief Financial
Officer, Secretary and
Treasurer
    
    
    2006
    
    
    $
    194,705
    
    
    $
    115,991
    
    
    $
    
    
    
    $
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    
    
    
    $
    310,696Dr. J. Terry Bailey, Senior
Vice President, Marketing and
Sales
    
    
    2006
    
    
    $
    200,004
    
    
    $
    117,242
    
    
    $
    
    
    
    $
    240,874
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    750
    
    
    $
    558,870Richard G. Chleboski, Vice
President Worldwide Expansion
    
    
    2006
    
    
    $
    189,231
    
    
    $
    111,378
    
    
    $
    
    
    
    $
    293,909
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    750
    
    
    $
    595,268Dr. Brown F. Williams, Vice
President, Research and
Development
    
    
    2006
    
    
    $
    224,038
    
    
    $
    131,895
    
    
    $
    260,322
    
    
    $
    218,282
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    
    
    
    $
    834,537
 
 (1)
    
    We did not grant any stock appreciation rights or make any long-term incentive plan payouts
to the Named Executive Officers during Fiscal 2006.(2)
    
    Represents bonuses earned during the fiscal year and paid in the following fiscal year.(3)
    
    Donald M. Muirs option and restricted stock grants were based on his commencement of
employment with the Company and were granted on February 23, 2006. Mr. Muir left the Company
on January 2, 2007. In connection with his departure, Mr. Muir received accelerated vesting
of 12,500 shares of restricted stock that were scheduled to vest on February 23, 2007 with a
market value of $107,375. All other options and restricted stock awards granted in Fiscal
2006 were canceled.(4)
    
    The stock option awards include grants to the Named Executive Officers (other than Mr. Muir
discussed above) based on performance for the year ended December 31, 2005. Mr. Feldt
received an option to purchase 150,000 shares of common stock, Dr. Bailey and Mr. Chleboski
received options to purchase 40,000 shares of common stock each and Dr. Williams received an
option to purchase 65,000 shares of common stock. These options vest over four years. The
stock options awards are valued using the Black-Scholes model.(5)
    
    Performance-based restricted stock awards were granted to the Named Executive Officers.
Mr. Feldt received 300,000 restricted shares, while Dr. Bailey, Mr. Chleboski, Mr. Muir and
Dr. Williams each received 100,000 restricted shares. The shares are subject to performance
vesting conditions. The shares will vest only upon the achievement of all of the following
accomplishments within a calendar year: (a) $300 million in revenue, (b) certain gross margin
objectives and (c) certain net income objectives. At the present time the Company believes
that it is unlikely that the performance criteria for these performance-based stock awards
will be achieved and, accordingly, does not expect such shares to vest. The performance
based awards are valued at the grant date fair value.(6)
    
    No Named Executive Officers received any other perquisites or other personal benefits in
excess of $10,000 during Fiscal 2006. 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.(7)
    
    Represents matching contributions to the 401(k) plan account of the Named Executive Officers
for Fiscal 2006. -12-




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##### Table of Contents



Grants of Plan-Based Awards
  Grants
of Plan-Based Awardsfor Fiscal Year Ended December 31, 2006


All Other
    
    All OtherStock
    
    OptionAwards:
    
    Awards:Number
    
    Number of
    




    Grantof Shares
    
    Securities

    Exercise or

    Date/Fairof Stock
    
    Underlying

    Base Price of

    Value of StockGrant
    
    Estimated Future Payouts Under
    
    or Units
    
    Options

    Option

    and OptionName
    
    Date
    

Equity Incentive Plan Awards(5)
    
    (#)(1)
    
    (#)(1)(2)
    
    Awards ($/sh)
    
    Awards($)(4)Threshold
    
    Target(#)
    
    (#)
    
    Maximum (#)Richard M. Feldt
    
    
    2/27/2006
    
    
    
    
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    

    15.09


    
    6,589,305Donald M. Muir
    
    
    2/23/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    225,000
    
    

    14.50


    
    3,697,498Donald M. Muir
    
    
    2/27/2006
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    


    
    1,509,000Dr. J.Terry Bailey
    
    
    2/27/2006
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    

    15.09


    
    2,058,948Richard G Chleboski
    
    
    2/27/2006
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    

    15.09


    
    2,058,948Dr. Brown F. Williams
    
    
    2/27/2006
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    65,000
    
    

    15.09


    
    2,402,665





|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Donald M. Muirs option and restricted stock grants were based on his commencement of
employment with the Company with a grant date of February 23, 2006. Mr. Muir left the Company
on January 2, 2007. In connection with his departure, Mr. Muir received accelerated vesting
of 12,500 shares of restricted stock that were scheduled to vest on February 23, 2007 with a
market value of $107,375. All other options and restricted stock awards granted in Fiscal
2006 were canceled.                                                                                                                                                                                                                                            
|   
|(2) |  | The awards include grants to the Named Executive Officers (other than Mr. Muir
discussed above) based on performance for the year ended December 31, 2005. Mr. Feldt
received an option to purchase 150,000 shares of common stock, Dr. Bailey and Mr.Chleboski
received options to purchase 40,000 shares of common stock each and Dr. Williams received an
option to purchase 65,000 shares of common stock. These options vest over four years.                                                                                                                                                                                                                                                                                    
|   
|(3) |  | Performance-based restricted stock awards were granted to the Named Executive Officers. Mr.
Feldt received 300,000 restricted shares, while Dr. Bailey, Mr. Chleboski, Mr. Muir and Dr.
Williams each received 100,000 restricted shares. The shares are subject to performance
vesting conditions. The shares will vest only upon the achievement of all of the following
accomplishments within a calendar year: (a) $300 million in revenue, (b) certain gross margin
objectives and (c) certain net income objectives. At the present time the Company believes
that it is unlikely that the performance criteria for these performance-based stock awards
will be achieved and, accordingly, does not expect such shares to vest.
|   
|(4) |  | Grant date value is used for the valuation of all restricted stock awards and options are
valued using the Black-Scholes pricing model.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(5) |  | There is no threshold or maximum with respect to these
awards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Outstanding Equity Awards at Fiscal Year-End




-13-



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Outstanding
Equity Awards at Fiscal 2006 Year End
 Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock AwardsEquityIncentiveEquity
    
    PlanIncentive
    
    Awards:Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    Market orIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    PayoutPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Value ofAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unearned
    
    UnearnedNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares,
    
    Shares,Securities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Number of
    
    Market Value
    
    Units or
    
    Units orUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Shares or
    
    of Shares or
    
    Other
    
    OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    
    
    
    
    
    
    
    
    Units of Stock
    
    Units of Stock
    
    Rights That
    
    Rights ThatOptions
    
    Options
    
    Unearned
    
    Option
    
    Option
    
    That Have
    
    That Have
    
    Have Not
    
    Have Not(#)
    
    (#)
    
    Options
    
    Exercise Price
    
    Expiration
    
    Not Vested
    
    Not Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable (2)
    
    (#)
    
    ($)
    
    Date
    
    (#) (2)
    
    ($)
    
    (#)(1)
    
    ($)Richard M. Feldt
    
    
    1,138,000
    
    
    
    500,000
    
    
    
    
    
    
    
    1.61
    
    
    
    12/10/201362,500
    
    
    
    187,500
    
    
    
    
    
    
    
    7.30
    
    
    
    3/3/2015150,000
    
    
    
    
    
    
    
    15.09
    
    
    
    2/24/2016300,000
    
    
    
    4,527,000Donald M. Muir
    
    
    
    
    
    
    225,000
    
    
    
    
    
    
    
    14.50
    
    
    
    2/23/201650,000
    
    
    
    378,500100,000
    
    
    
    1,509,000Dr. J. Terry Bailey
    
    
    55,000
    
    
    
    100,000
    
    
    
    
    
    
    
    2.40
    
    
    
    8/6/20145,000
    
    
    
    15,000
    
    
    
    
    
    
    
    7.30
    
    
    
    3/3/201540,000
    
    
    
    
    
    
    
    15.09
    
    
    
    2/24/2016100,000
    
    
    
    1,509,000Richard G. Chleboski
    
    
    5,428
    
    
    
    
    
    
    
    
    
    
    
    0.87
    
    
    
    6/2/200834,642
    
    
    
    
    
    
    
    
    
    
    
    0.87
    
    
    
    7/26/200923,094
    
    
    
    
    
    
    
    
    
    
    
    2.17
    
    
    
    1/11/20106,928
    
    
    
    
    
    
    
    
    
    
    
    4.55
    
    
    
    5/31/201034,642
    
    
    
    
    
    
    
    
    
    
    
    14.00
    
    
    
    11/1/201015,000
    
    
    
    
    
    
    
    
    
    
    
    2.59
    
    
    
    12/7/201137,500
    
    
    
    12,500
    
    
    
    
    
    
    
    1.54
    
    
    
    5/9/2013168,750
    
    
    
    56,250
    
    
    
    
    
    
    
    2.00
    
    
    
    11/17/201312,500
    
    
    
    37,500
    
    
    
    
    
    
    
    7.30
    
    
    
    3/3/201540,000
    
    
    
    
    
    
    
    15.09
    
    
    
    2/24/2016100,000
    
    
    
    1,509,000Dr. Brown F. Williams
    
    
    923
    
    
    
    
    
    
    
    
    
    
    
    4.55
    
    
    
    3/14/2010923
    
    
    
    
    
    
    
    
    
    
    
    4.55
    
    
    
    5/31/2010923
    
    
    
    
    
    
    
    
    
    
    
    4.55
    
    
    
    7/10/2010923
    
    
    
    
    
    
    
    
    
    
    
    6.50
    
    
    
    8/1/2010923
    
    
    
    
    
    
    
    
    
    
    
    6.50
    
    
    
    8/23/2010923
    
    
    
    
    
    
    
    
    
    
    
    6.50
    
    
    
    9/6/2010923
    
    
    
    
    
    
    
    
    
    
    
    6.50
    
    
    
    9/28/20101,000
    
    
    
    
    
    
    
    
    
    
    
    19.00
    
    
    
    11/2/20101,000
    
    
    
    
    
    
    
    
    
    
    
    7.88
    
    
    
    12/13/20101,000
    
    
    
    
    
    
    
    
    
    
    
    10.00
    
    
    
    2/15/20111,000
    
    
    
    
    
    
    
    
    
    
    
    10.00
    
    
    
    2/16/20111,000
    
    
    
    
    
    
    
    
    
    
    
    11.04
    
    
    
    4/18/20111,000
    
    
    
    
    
    
    
    
    
    
    
    12.65
    
    
    
    5/31/20111,000
    
    
    
    
    
    
    
    
    
    
    
    7.59
    
    
    
    7/25/20112,000
    
    
    
    
    
    
    
    
    
    
    
    5.00
    
    
    
    9/5/201139,999
    
    
    
    
    
    
    
    
    
    
    
    3.36
    
    
    
    11/11/20145,000
    
    
    
    15,000
    
    
    
    
    
    
    
    7.30
    
    
    
    3/3/201565,000
    
    
    
    
    
    
    
    15.09
    
    
    
    2/24/201675,000
    
    
    $
    567,750100,000
    
    
    
    1,509,000
 -14-




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##### Table of Contents



(1)
    
    Represents performance-based restricted stock awards under the 2000 Plan granted on
February 27, 2006. The shares are subject to performance vesting conditions. The shares will
vest only upon the achievement of all of the following accomplishments within a calendar year:
(a) $300 million in revenue, (b) certain gross margin objectives and (c) certain net income
objectives. At the present time the Company believes that it is unlikely that the performance
criteria for these performance-based stock awards will be achieved and, accordingly, does not
expect such shares to vest.(2)
    
    Donald M. Muirs option and restricted stock grants were based on his commencement of
employment with the Company with a grant date of February 23, 2006. Mr. Muir left the Company
on January 2, 2007. In connection with his departure, Mr. Muir received accelerated vesting
of 12,500 shares of restricted stock that were scheduled to vest on February 23, 2007 with a
market value of $107,375. All other options and restricted stock awards granted in Fiscal
2006 were canceled. -15-




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##### Table of Contents



Options Exercises and Stock Vested
  Option Exercises and Stock Vested
for Fiscal Year Ended December 31, 2006
 Option Awards
    
    Stock AwardsNumber of
    
    
    
    
    
    Number ofShares
    
    
    
    
    
    Share
    
    ValueAcquired on
    
    Value
    
    Acquired on
    
    RealizedName of Executive
    
    Exercise
    
    Realized on
    
    Vesting
    
    on VestingOfficer
    
    (#)
    
    Exercise ($)
    
    (#)
    
    ($)Richard M. Feldt
    
    
    200,000
    
    
    
    2,624,539
    
    
    
    
    
    
    
    Donald M. Muir
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dr. J.
Terry Bailey (1)
    
    
    30,902
    
    
    
    329,229
    
    
    
    
    
    
    
    Richard G Chleboski
    
    
    12,277
    
    
    
    118,621
    
    
    
    
    
    
    
    Dr. Brown
F. Williams (1)
    
    
    93,738
    
    
    
    945,661
    
    
    
    25,000
    
    
    
    194,500
 
 (1)
    
    The shares and value realized include shares purchased through the Companys
Employee Stock Purchase Plan. Director Compensation
  Director Compensation
for Fiscal Year Ended December 31, 2006
 Non-Equity
    
    Change in PensionFees
    
    
    
    
    
    
    
    
    
    Incentive
    
    Value andEarned or
    
    Stock
    
    
    
    
    
    Plan
    
    Nonqualified Deferred
    
    All OtherPaid in
    
    Awards
    
    Option
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    Cash   $
    
    ($)
    
    Awards ($)
    
    ($)
    
    Earnings ($)
    
    ($)
    
    ($)Allan H. Cohen
    
    $
    16,000
    
    
    
    N/A
    
    
    $
    137,181
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    153,181Dr. Peter W. Cowden (2)
    
    $
    
    
    
    
    N/A
    
    
    $
    140,737
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    140,737Edward C. Grady
    
    $
    17,500
    
    
    
    N/A
    
    
    $
    75,081
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    92,581Dr. Gerald L. Wilson
    
    $
    10,000
    
    
    
    N/A
    
    
    $
    84,870
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    94,870Michael El-Hillow (1)
    
    $
    20,000
    
    
    
    N/A
    
    
    $
    137,084
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    157,084Philip J. Deutch (3)
    
    $
    3,000
    
    
    
    N/A

    
    $
    26,853
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    29,853Timothy Woodward (3)
    
    $
    4,500
    
    
    
    N/A
    
    
    $
    26,853
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    31,353
 
 (1)
    
    On January 2, 2007, Mr. El-Hillow was appointed Chief Financial Officer and Secretary of
the Company, and resigned from the Board.(2)
    
    Dr. Cowden was elected to the Board of
Directors on October 26, 2006.(3)
    
    Mr. Deutchs and Mr. Woodwards terms expired on June 8, 2006.  -16-




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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
  Number of SecuritiesRemaining Available forNumber of Securities to
    
    
    
    
    
    Future Issuance UnderBe Issued upon Exercise
    
    Weighted-average
    
    Equity Compensationof Outstanding Options,
    
    Exercise Price of
    
    Plans (ExcludingStock Awards, Warrants
    
    Outstanding Options,
    
    Securities Reflected inand Rights
    
    Warrants and Rights
    
    Column (a))Plan category
    
    (a)
    
    (b)
    
    (c)Equity
compensation plans
approved by
security holders
    
    
    6,437,971
    
    
    $
    5.96
    
    
    
    3,050,697Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    6,437,971
    
    
    $
    5.96
    
    
    
    3,050,697
 Security Ownership
   -17-




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##### Table of Contents



Number of Shares
    
    Percentage ofBeneficially Owned
    
    Shares ofName and Address of Beneficial Owner
    
    (1)
    
    Common Stock (2)5% Stockholders:FMR Corp Entities (3)
82 Devonshire Street
Boston, MA 02109
    
    
    10,329,167
    
    
    
    13.8
    %CNH CA Master Account, L.P. (4)
Two Greenwich Plaza, 3rd Floor
Greenwich, CT 06830
    
    
    4,553,451
    
    
    
    6.1
    %BlackRock, Inc. (5)
40 East 52nd Street
New York, NY 10022
    
    
    4,431,171
    
    
    
    5.9
    %Wellington Management Company, LLP (6)
75 State Street
Boston, MA 02109
    
    
    9,527,011
    
    
    
    12.8
    %DC Chemical Co., Ltd (7)
Oriental Chemical Building
50, Sogong-dang, Jong-gu, Seoul, 100-718 Korea
    
    
    13,750,000
    
    
    
    18.4
    %Current Named Executive Officers and Directors:Richard M. Feldt (8)
    
    
    2,093,490
    
    
    
    2.8
    %Richard G. Chleboski (9)
    
    
    593,534
    
    
    
    *Michael El-Hillow (10)
    
    
    333,992
    
    
    
    *Gary T. Pollard (11)
    
    
    262,763
    
    
    
    *Dr. J. Terry Bailey (12)
    
    
    295,000
    
    
    
    *Dr. Brown F. Williams (13)
    
    
    399,410
    
    
    
    *Tom L. Cadwell (14)
    
    
    15,439
    
    
    
    *Allan H. Cohen (15)
    
    
    36,875
    
    
    
    *Dr. Peter W. Cowden (16)
    
    
    19,644
    
    
    
    *Edward C. Grady (17)
    
    
    28,125
    
    
    
    *Dr. Gerald L. Wilson (18)
    
    
    32,500
    
    
    
    *All current executive officers and directors as a
group (11 persons) (19)
    
    
    4,110,772
    
    
    
    5.4
    %
 
 *
    
    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 is based upon 74,729,942 shares of common stock outstanding
as of the measurement 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 measurement 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)
    
    Based solely on reports filed by the entity with the Securities and Exchange Commission,
includes 10,284,367 shares of common stock held by Fidelity Management & Research Company and
44,800 shares held by Pyramis Global Advisors Trust Company. Also includes 812,268 shares of
common stock issuable upon conversion of currently convertible 4.375% Convertible Subordinated
Notes. -18-




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##### Table of Contents



(4)
    
    Based solely on reports filed by the entity with the Securities and Exchange Commission,
consists of 4,553,451 shares of common stock issuable upon conversion of currently convertible
4.375% Convertible Subordinated Notes.(5)
    
    Based solely on reports filed by the entity with the Securities and Exchange Commission,
consists of 4,431,171 shares of common stock held by BlackRock, Inc.(6)
    
    Based solely on reports filed by the entity with the Securities and Exchange Commission,
consists of 9,527,011 shares of common stock held by Wellington Management Company, LLP.(7)
    
    Includes 6,250,000 shares of common stock issuable upon the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or
the HSR Act, to permit the conversion of 625 shares of our Series B Preferred Stock,
previously issued to DC Chemical Co., Ltd., into 6,250,000 shares of our common stock. We
currently expect that the waiting period under the HSR Act will terminate within 60 days of
the measurement date.(8)
    
    Includes 1,300,500 shares of common stock issuable upon the exercise of options that may be
exercised within 60 days from the measurement date.(9)
    
    Includes 373,484 shares of common stock issuable upon the exercise of options that may be
exercised within 60 days from the measurement date.(10)
    
    Includes 22,442 shares of common stock issuable upon the exercise of options that may be
exercised within 60 days from the measurement date.(11)
    
    Includes 38,125 shares of common stock issuable upon the exercise of options that may be
exercised within 60 days from the measurement date.(12)
    
    Includes 75,000 shares of common stock issuable upon the exercise of options that may be
exercised within 60 days from the measurement date.(13)
    
    Includes 81,710 shares of common stock issuable upon the exercise of options that may be
exercised within 60 days from the measurement date.(14)
    
    Includes 15,439 shares of common stock issuable upon the exercise of options that may be
exercised within 60 days from the measurement date.(15)
    
    Includes 36,875 shares of common stock issuable upon the exercise of options that may be
exercised within 60 days from the measurement date.(16)
    
    Includes 19,644 shares of common stock issuable upon the exercise of options that may be
exercised within 60 days from the measurement date.(17)
    
    Includes 28,125 shares of common stock issuable upon the exercise of options that may be
exercised within 60 days from the measurement date.(18)
    
    Includes 32,500 shares of common stock issuable upon the exercise of options that may be
exercised within 60 days from the measurement date.(19)
    
    For purposes of calculating the Percentage of Shares of common stock outstanding, the number
of shares beneficially owned includes 2,023,844 shares of common stock issuable upon the
exercise of options that may be exercised within 60 days from the measurement date. 
 ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
 Certain Relationships and Related Transactions
  Agreements with Directors and Executive Officers
  -19-




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##### Table of Contents



Board Independence
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 Audit and Related Fees for Fiscal 2005 and 2006
  2005
    
    2006Audit Fees (1)
    
    $
    604,490
    
    
    $
    803,594Audit-Related Fees (2)
    
    
    0
    
    
    
    0Tax Fees (3)
    
    
    25,138
    
    
    
    4,825All Other Fees
    
    
    0
    
    
    
    1,500Total
    
    $
    629,628
    
    
    $
    809,919
 
 (1)
    
    Audit Fees represent fees for professional services relating to the audit of our financial
statements and the review of the financial statements included in our quarterly reports, advice on accounting matters
directly related to the audit and audit services provided in connection with other regulatory filings.(2)
    
    Audit-Related Fees represent fees for assurance and related services that are reasonably
related to the performance of the audit or review of financial statements and not reported
under Audit Fees.(3)
    
    Tax Fees principally represent fees for professional services for tax compliance, tax advice
and tax return preparation relating to our fiscal year end.  Pre-approval Policies and Procedures
 -20-




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##### Table of Contents



-21-




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
      Number
    
    Description1.1 (1)
    
    Underwriting Agreement dated as of February 3, 2005, by and among the Company, SG Cowen &
Co., LLC and First Albany Capital Inc. (Exhibit 1.1)3.1 (2)
    
    Third Amended and Restated Certificate of Incorporation (Exhibit 3.2)3.2 (2)
    
    Second Amended and Restated By-laws (Exhibit 3.4)3.3 (3)
    
    Certificate of Amendment of Third Amended and Restated Certificate of Incorporation filed
with the Secretary of State of the State of Delaware on May 15, 2003 (Exhibit 4.3)3.4 (3)
    
    Certificate of the Powers, Designations, Preferences and Rights of the Series A
Convertible Preferred Stock of the Company (Exhibit 4.4)3.5 (4)
    
    Certificate of Amendment of Third Amended and Restated Certificate of Incorporation filed
with the Secretary of State of the State of Delaware on August 20, 2004 (Exhibit 4.5)3.6 (14)
    
    Certificate of Amendment of Third Amendment and Restated Certificate of Incorporation
filed with the Secretary of State of Delaware on January 8, 2007 (Exhibit 3.1)4.1 (10)
    
    Indenture, dated as of June 29, 2005, between the Registrant and U.S. Bank National
Association, as Trustee (Exhibit 4.4)4.2 (10)
    
    Form of 4.375% Convertible Subordinated Notes due 2012 (Exhibit 4.4)10.1 (2)*
    
    1994 Stock Option Plan (Exhibit 10.1)10.2 (2)*
    
    2000 Stock Option and Incentive Plan (Exhibit 10.2)10.3 (13)*
    
    Amended and Restated 2000 Stock Option and Incentive Plan (Exhibit 99.1)10.4 (13)*
    
    Amended and Restated 2000 Employee Stock Purchase Plan (Exhibit 99.2)10.5 (2)
    
    Lease Agreement between Registrant and W9/TIB Real Estate Limited Partnership dated as of
January 31, 2000, as amended (Exhibit 10.5)10.6 (2)
    
    Form of Identification Agreement between Registrant and each of its directors and
executive officers (Exhibit 10.9)10.7 (6)
    
    Stock and Warrant Purchase Agreement dated as of March 21, 2003 (Exhibit 10.1)10.8 (6)
    
    Form of Registration Rights Agreement (Exhibit 10.3)10.9 (5)
    
    Voting Agreement dated as of March 21, 2003 (Exhibit 10.2)10.10 (8)
    
    Stock and Warrant Purchase Agreement dated June 16, 2004 (Exhibit 10.1)10.11 (8)
    
    Warrant Agreement dated June 21, 2004 (Exhibit 10.2)10.12 (8)
    
    Form of Warrants (Exhibit 10.3)10.13 (8)
    
    Registration Rights Agreement dated June 21, 2004 (Exhibit 10.4)10.14 (8)
    
    Conversion, Consent, Voting and Lock-Up Agreement dated June 21, 2004 (Exhibit 10.5)10.15 (9)+
    
    Master Joint Venture Agreement entered into as of November 4, 2005 by and among Evergreen
Solar, Inc., Q-Cells AG, Renewable Energy Corporation and EverQ GmbH (Exhibit 10.17)
 -22-




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##### Table of Contents



Number
    
    Description10.16 (9)+
    
    License and Technology Transfer Agreement by and between Evergreen Solar, Inc. and EverQ
GmbH, dated November 24, 2005 (Exhibit 10.18)10.17 (9)+
    
    Technology Co-Operation Agreement by and between Renewable Energy Corporation and
Evergreen Solar, Inc. dated November 24, 2005 (Exhibit 10.19)10.18 (7)*
    
    Evergreen Solar, Inc. Management Incentive Policy (Exhibit 10.20)10.19 (12)
    
    Purchase Agreement, dated June 23, 2005 between the Registrant and SG Cowen & Co., LLC,
as representatives of the Initial Purchasers (Exhibit 10.24)10.20 (10)
    
    Registration Rights Agreement, dated June 29, 2005, between the Registrant and SG Cowen &
Co., LLC, as representative of the Initial Purchasers (Exhibit 10.21)10.21 (11)+
    
    Memorandum of Understanding, dated June 5, 2006, by and among Evergreen Solar, Inc.,
Q-Cells AG, EverQ GmbH and Renewable Energy Corporation AS (Exhibit 10.1)10.22 (13)+
    
    Amendment to the Master Joint Venture Agreement entered into as of September 29, 2006 by
and among Q-Cells AG, the Company, Renewable Energy Corporation, REC Solar Grade Silicon
LLC and EverQ GmbH (Exhibit 10.26)10.23 (13)+
    
    Sales Representative Agreement by and between the Company and EverQ GmbH dated September
29, 2006 (Exhibit 10.27)10.24 (13)+
    
    Amended and Restated License and Technology Transfer Agreements by and between the
Company and EverQ GmbH, dated September 29, 2006 (Exhibit 10.18)14.1(15)
    
    Code of Business Conduct and Ethics of Evergreen Solar, Inc (Exhibit 14.1)23.1(16)
    
    Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm
(Exhibit 23.1)23.2
    
    Consent of Leipzig, Germany PricewaterhouseCoopers AG24.1(16)
    
    Power of Attorney (Exhibit 24.1)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
2002.31.2
    
    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
2002.32.1
    
    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
    
    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
2002.99.1
    
    EverQ GmbH balance sheet for the period ended December 31, 200699.2
    
    EverQ GmbH income statement for the period December 20 to December 31, 200699.3
    
    EverQ GmbH cash flow for the period December 20 to December 31, 200699.4
    
    EverQ GmbH notes to the financial statements for the period December 20 to December 31,
200699.5
    
    Opinion Letter, Leipzig, Germany PricewaterhouseCoopers AG
 
 +
    
    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 Current Report on Form 8-K
dated February 3, 2005. The number given in parenthesis indicates the corresponding exhibit
number in such Form 8-K.(2)
    
    Incorporated herein by reference to the exhibits to the Companys Registration Statement on
Form S-1, filed on August 4, 2000. The number given in parenthesis indicates the
corresponding exhibit number in such Form S-1.(3)
    
    Incorporated herein by reference to the exhibits to the Companys Registration Statement on
Form S-8 dated June 9, 2003. The number given in parenthesis indicates the corresponding
exhibit number in such Form S-8.(4)
    
    Incorporated herein by reference to the exhibits to the Companys Registration Statement on
Form S-3 filed on October 21, 2004. The number given in parenthesis indicates the
corresponding exhibit number in such Form S-3.(5)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated March 24, 2003. The number given in parenthesis indicates the corresponding exhibit
number in such Form 8-K.(7)
    
    Incorporated herein by reference to the exhibits to the Companys Current Quarterly Report on
Form 10-Q for the period ended April 2, 2005 filed on May 2, 2005. The number given in
parenthesis indicates the corresponding exhibit number in such Form 10-Q. -23-




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##### Table of Contents



(8)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated June 22, 2004 The number given in parenthesis indicates the corresponding exhibit number
in such Form 8-K.(9)
    
    Incorporated herein by reference to the exhibits to the Companys Annual Report on Form 10-K
for the period ended December 31, 2005 filed on March 16, 2006. The number given in
parenthesis indicates the corresponding exhibit number in such Form 10-K.(10)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated June 29, 2005. The number given in parenthesis indicates the corresponding exhibit
number in such Form 8-K.(11)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated June 9, 2006. The number given in parenthesis indicates the corresponding exhibit
number in such Form 8-K.(12)
    
    Incorporated herein by reference to the exhibits to the Companys Current Quarterly Report on
Form 10-Q for the period ending July 2, 2005 filed on August 11, 2005. The number given in
parenthesis indicates the corresponding exhibit number in such Form 10-Q.(13)
    
    Incorporated herein by reference by reference to exhibits to the Companys Quarterly Report
on Form 10-Q for the period ended September 30, 2006 filed on November 7, 2006. The number
given in parenthesis indicated the corresponding exhibit number in such Form 10-Q.(14)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated January 8, 2007. The number given in parenthesis indicates the corresponding exhibit
number in such Form 8-K.(15)
    
    Incorporated herein by reference to the exhibits to the Companys Annual Report on Form
10-K/A dated April 29, 2004. The number given in parenthesis indicates the corresponding
exhibit number in such Form 10-K/A.(16)
    
    Previously filed as an exhibit to the Companys Annual Report on Form 10-K
dated February 27, 2007. The number given in parenthesis indicates the corresponding exhibit
number in such Form 10-K. -24-




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##### Table of Contents



SIGNATURE
  EVERGREEN SOLAR, INC.Date: April 30, 2007/s/ Michael El-HillowMichael El-HillowChief Financial Officer and Secretary(Principal Financial Officer)
  Name
    
    Title
    
    Date/s/ Richard M. Feldt
    
    Chief Executive Officer,
    
    April 30, 2007Richard M. Feldt
    
    President
and Chairman
of the Board (Principal
Executive Officer)/s/ Michael El-Hillow
    
    Chief Financial Officer and Secretary
    
    April 30, 2007Michael El-Hillow
    
    (Principal
Financial
and Accounting Officer)/s/ Tom L. Cadwell

Tom L. Cadwell
    
    Director
    
    April 30, 2007/s/
Allan H. CohenAllan H. Cohen
    
    Director
    
    April 30, 2007/s/
Dr. Peter W. CowdenDr. Peter W. Cowden
    
    Director
    
    April 30, 2007/s/
Edward C. GradyEdward C. Grady
    
    Lead
Director
    
    April 30, 2007/s/
Dr. Gerald L. WilsonDr. Gerald L. Wilson
    
    Director
    
    April 30, 2007
 -25-