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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549


Form 10-K/A(Amendment No. 1)

|þ |  | ANNUAL REPORT PURSUANT
      TO SECTION 13 OR 15(d)                           
|- |  | ------------------------------------------------------------------------------
|  |  | OF THE SECURITIES
      EXCHANGE ACT OF 1934                                  
|  |  | For the fiscal year
      ended December 31, 2007                             
| 
|  |  | 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 ofincorporation or organization) | (I.R.S.
      EmployerIdentification No.)             
|                                                                    |                                                       
|138
      Bartlett Street                                           |                                                       
|Marlboro,
      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 registered
|-------------------------------------------- | -----------------------------------------------
|Common
      Stock, Par Value $.01 Per Share | Nasdaq
      Global Market                     

Securities registered pursuant to
Section 12(g) of the Act: None(Title of
class)**___________________**

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. þ
Yes o NoIndicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act. o Yes þ NoIndicate 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.
þ Yes o NoIndicate 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
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 a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer
and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):

| | Large accelerated filer þ                                                   | Accelerated Filed o        
| | --------------------------------------------------------------------------- | ---------------------------
| |                                                                             |                            
| | Non-accelerated filer o (do not check if a smaller reporting
      company) | Smaller Reporting Company o

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Act). o Yes þ NoThe aggregate market value of the
registrants voting and non-voting common equity held by non-affiliates as of
June 30, 2007 was approximately $917 million.As of April 16, 2008,
there were 121,450,173 shares of the registrants Common Stock, $.01 par value
per share, outstanding.

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TABLE OF CONTENTS

|                                            |  |                                                                                                      | Page
|------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- | ----
|                                            |  | Explanatory Note                                                                                     | 1   
|                                           
|PART
      III                             
|                                           
|Item 10.                                    |  | Directors, Executive Officers and Corporate Governance                                               | 1   
|                                            | 
|Item 11.                                    |  | Executive Compensation                                                                               | 6   
|                                            | 
|Item 12.                                    |  | Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters | 20  
|                                            | 
|Item 13.                                    |  | Certain
      Relationships and Related Transactions, and Director
Independence                      | 22  
|                                            | 
|Item 14.                                    |  | Principal Accounting Fees and Services                                                               | 24  
|                                           
|PART
      IV                              
|                                           
|Item 15.                                    |  | Exhibits, Financial Statement Schedule                                                               | 25  
|                                           
|EXHIBITS                                   
|                                           
|EX-31.3 Section 302 Certification of C.E.O. | 
|                                            | 
|EX-31.4 Section 302 Certification of C.F.O. | 

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Explanatory Note

This Annual
Report on Form 10-K/A is being filed as Amendment No. 1 to Evergreen Solar,
Inc.s (the Registrant) Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, which was filed with the Securities and Exchange Commission
on February 27, 2008. This Annual Report on Form 10-K/A is filed with the
Securities and Exchange Commission solely for the purpose of including the
information required by Part III of Form 10-K that was to be incorporated by
reference from the Companys definitive proxy statement pursuant to Regulation
14A. The Company will not file its definitive proxy statement within 120 days of
its fiscal year ended December 31, 2007 and is therefore amending and restating
Items 10-14 of Part III contained herein in their entirety. Except as described
above, this Amendment is not intended to update any other information presented
in the Annual Report as originally filed.

As required,
currently-dated certifications from the Companys Principal Executive and
Principal Financial Officers have been included as exhibits to this Amendment.

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive
Officers

Set forth
below is certain information regarding the Companys directors and executive
officers. The age of each director and executive officer listed below is given
as of May 2, 2008. The Companys stockholders elect members of the Board of
Directors to serve until their respective successors are elected and qualified
or until earlier resignation or removal.

|**Name**                        |  | Age |  | Position                                     
|------------------------------- |  | --- |  | ---------------------------------------------
|Richard M. Feldt                |  | 56  |  | Chief Executive Officer, President and       
|                                |  |     |  | Chairman of the Board of Directors           
|Rodolfo
      Archbold          |  | 54  |  | Vice President,
      Operations             
|Dr. J. Terry Bailey             |  | 53  |  | Senior Vice President, Marketing and Sales   
|Richard G.
      Chleboski      |  | 42  |  | Vice President,
      Strategy               
|                                |  |     |  | and Business
      Development               
|Michael El-Hillow               |  | 56  |  | Chief Financial Officer and Secretary        
|Gary T.
      Pollard           |  | 48  |  | Vice President,
      Human Resources        
|Carl Stegerwald                 |  | 56  |  | Vice President, Construction Management      
|                                |  |     |  | and Facilities Engineering                   
|Dr. Brown F.
      Williams     |  | 67  |  | Vice President,
      Science and Engineering
|Tom L. Cadwell (1)(2)           |  | 62  |  | Director                                     
|Allan H. Cohen
      (1)(3)     |  | 58  |  | Director                                     
|Dr. Peter W. Cowden (2)(3)      |  | 57  |  | Director                                     
|Edward C. Grady
      (1)(2)(3) |  | 61  |  | Lead Outside
      Director                  

|(1) |  | Member of the Audit
      Committee.                              
|--- |  | ------------------------------------------------------------------
|   
|(2) |  | Member of the
      Nominating and Corporate Governance Committee.
|   
|(3) |  | Member of the
      Compensation Committee.                       

Class II Director Nominee (Term
Expiring in 2008):

Allan
H. Cohenhas served as a director since September 2005. Mr. Cohen has been a
senior member of the restructuring team of Arthur Andersen LLP, or Andersen,
since May 2002 and is one of a small number of individuals with the continued
responsibility for the winding down of Andersens professional services
activities. Mr. Cohen was a partner with Andersen from 1984 through August 2002,
serving in a variety of management

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roles. From 1996 to 2002, he served as the
Tax Practice Director for Andersens northeast region (consisting of New York,
New Jersey and New England) practice. From 1997 to 2002, Mr. Cohen served on
both U.S. and global leadership teams with additional responsibility for
knowledge and technology needs for Andersen Worldwide Société Coopératives tax
and legal practices. Since July 2005, Mr. Cohen has served on the board of
directors of Plexus Financial Technologies, LLP, an early stage financial
services software company. Beginning in May 2008, Mr. Cohen will serve on a
part-time basis as the Director of Risk Management of Vitale, Caturano &
Company, Ltd., New Englands largest accounting firm. He is also the President
(through June 2008) of Temple Shalom of Newton, an 850 member Reform Jewish
Congregation in the suburban Boston area. Mr. Cohen received his MBA from
Rutgers Graduate School of Management in 1973 and his BA in Economics, with
honors, from Rutgers College in 1972. Mr. Cohen is a Certified Public
Accountant.

Class III Directors (Term Expiring in
2009):

Tom L.
Cadwellhas served as a director since
April 2007. Mr. Cadwell is currently President and Chief Executive Officer of
Confluence Solar, Inc., a private company formed to provide substrate materials
to the solar industry. He has also served as the Executive Vice Chairman of the
Board of Directors of Integrated Materials, Inc., a manufacturer of pure
polysilicon products vital to semiconductor diffusion processes, since December
2006. From December 2002 until November 2006, Mr. Cadwell served as the
President and Chief Executive Officer of Integrated Materials, Inc. From 2000
until February 2002, Mr. Cadwell served as the President and Chief Executive
Officer of Tecstar, Inc., or Tecstar, a leader in metal organic chemical vapor
deposition processes for solar cells for satellite power systems as well as
light emitting diodes for leading edge applications. Prior to joining Tecstar,
Mr. Cadwell held executive level positions in the semiconductor equipment and
silicon wafer industries. Mr. Cadwell holds an MBA from Saint Louis University
and a BS in Civil Engineering from the University of Missouri at
Rolla.

Dr. Peter W. Cowdenhas served as a director since October
2006. Dr. Cowden is the Founder and President of EDI, an executive level
coaching and organizational consulting firm. His clients include Fortune 500
companies, venture backed startups and private equity firms. He started EDI in
February 1998. Dr. Cowdens corporate career includes five years as a corporate
human resource executive with Eastman Kodak Company. Dr. Cowden has also held
senior human resource positions with Agfa/Compugraphics and Stone & Webster
Engineering Corporation. Dr. Cowden received his doctorate degree from Harvard
University in 1977, a masters degree from Yale University in 1976 and a
bachelors degree from Claremont Mens College in 1972.

Class I Directors (Term Expiring in
2010):

Richard M. Feldthas served as President and Chief Executive
Officer and a director since December 2003 and Chairman of the Board of
Directors since January 2007. 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. From 2000 to 2001, Mr. Feldt served
as Chief Operating Officer of SupplierMarket.com, a B2B internet supply chain
management company that was sold to Ariba. 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. and has served as a director of ICF International Inc
since March 2008. He received a BS in Industrial Engineering from Northeastern
University.

Edward
C. Gradyhas served as a director since
September 2005. Mr. Grady was President and Chief Executive Officer of Brooks
Automation, Inc., or Brooks, from October 2004 to September 2007 and a director
of Brooks from September 2003 to February 2008. From February 2003 until October
2004, Mr. Grady was President and Chief Operating Officer of Brooks. From
October 2001 until February 2003, Mr. Grady served as a consultant to Brooks.
From September 2000 until January 2003, Mr. Grady was a principal at Propel
Partners LLC, an investment firm headquartered in Palo Alto, California. From
December 1994 through February 2003, Mr. Grady served in a variety of positions
for KLA-Tencor Corp., including Executive Senior Business Advisor from September
2001 until February 2003 and Executive Group Vice President from March 1998
until September 2001. Prior to joining KLA-Tencor Corp., Mr. Grady was the
President and Chief Executive Officer of Hoya Micro Mask. Mr. Grady also
currently serves on the board of directors of Verigy Ltd, Molecular Imprints,
Inc., Integrated Materials Inc. and Finesse LLC. Mr. Grady received his MBA from
the University of Houston in 1980 and a BS in Engineering from Southern Illinois
University in 1972.

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Non-Director Executive
Officers:

Rodolfo Archbold has served as our Vice President,
Operations since July 2007. Prior to joining us, Mr. Archbold served as an
independent consultant to OEMs and contract manufacturing companies from
September 2006 to June 2007. He served as an operations consultant at Teradyne,
Inc., a manufacturer of semiconductor test equipment, from September 2004 to
September 2006. From September 2002 to March 2005, he served as vice president
of technology and business development at NYPRO, a plastic injection molding
company. Prior to joining NYPRO, Mr. Archbold served as Executive Vice President
of Manufacturers Services Limited from December 1997 to March 2002, and Vice
President of Manufacturers Services Limited from October 1995 to December 1997.
In addition, he served as a Director of Mid-Range Service Products at
Hewlett-Packard/Digital Equipment Corporation from October 1983 to October 1995.
Mr. Archbold received a BS in Chemical Engineering from the University of Puerto
Rico and an MBA from New York University.

Dr. J. Terry Baileyhas
served as Senior Vice President, Marketing and Sales since August 2004. Prior to
this position, Dr. Bailey was a consultant for GE Power Systems from April 2004
to August 2004. From February 2003 to April 2004, Dr. Bailey served as Vice
President of Marketing and Sales for AstroPower, Inc., a leading solar
technology supplier which filed for bankruptcy protection shortly after his
commencement of employment and was acquired by General Electric in August 2004.
Prior to that, Dr. Bailey served as the President and Chief ExecutiveOfficer of Solus Micro Technologies from February 1999 to November 2002.
Dr. Bailey earlier served as Executive Vice President, Chief Operating Officer
of NEC Technologies, Inc., or NEC Technologies, a wholly owned subsidiary of NEC
Corporation. Dr. Bailey earlier served as Senior Vice President, Marketing and
Sales at NEC Technologies. Prior to joining NEC Technologies, Dr. Bailey was an
executive at Apple Inc., or Apple, where he served in various positions,
including Senior Vice President and General Manager for Apples Imaging
Division. Dr. Bailey received a Ph.D. in Analytical Chemistry from Florida State
University, specializing in nuclear magnetic resonance research and computer
system graphics integration, and he received a BS in Chemistry from the
University of Alabama.

Richard G. Chleboskihas served as Vice President of Strategy and
Business Development since December 2007. Prior to his current position he
served as Vice President of Worldwide Expansion from February 2006 to December
2007, Treasurer from August 1994 to February 2006 and Secretary from May 2000 to
February 2006. Mr. Chleboski served as Chief Financial Officer from August 1994
until February 2006. From June 1995 until May 2003, Mr. Chleboski served as one
of our directors. From July 1987 until February 1994, Mr. Chleboski worked at
Mobil Solar Energy Corporation, the solar power subsidiary of Mobil Corporation,
where he was a Strategic Planner from March 1991 until February 1994 and a
Process Engineer from 1987 until 1991. Mr. Chleboski received an MBA from Boston
College and a BS in Electrical Engineering from the Massachusetts Institute of
Technology.

Michael El-Hillowserved as Chairman of the Board of Directors
from September 2005 to December 2006, and served as a director from August of
2004 until December 2006. Effective January 2007, Mr. El-Hillow was appointed
Chief Financial Officer and Secretary, and resigned from our Board of Directors.
Mr. El-Hillow was Chief Financial Officer of MTM Technologies, Inc. from January
2006 to September 2006. Mr. El-Hillow was Executive Vice President and Chief
Financial Officer of Advanced Energy from October 2001 to December 2005. Prior
to joining Advanced Energy, he was Senior Vice President and Chief Financial
Officer of Helix Technology Corporation, a major supplier of high-vacuum
products principally to the semiconductor capital equipment industry, from 1997
until 2001. Prior to joining Helix, he was Vice President of Finance, Treasurer
and Chief Financial Officer at A.T. Cross Company and an audit partner at Ernst
& Young. Mr. El-Hillow received an MBA from Babson College and a BS in
Accounting from the University of Massachusetts and he is a Certified Public
Accountant.

Gary
T. Pollardhas served as Vice President,
Human Resources since June 2004. Prior to joining us, Mr. Pollard worked as an
independent consultant for regional and international companies in the high
technology, healthcare, pharmaceuticals and food services sectors, developing
hiring, recruitment and human resource programs, and designing benefit plans.
From 1996 to 2002, he served as Vice President of Human Resources for The Mentor
Network, a Boston-based company, which had 6,000 employees spread across 150
locations in 22 states at the time he left such company. He was also Vice
President of Human Resources for Advantage Health Corporation, and Director of
Human Resources for Critical Care America. He has also held positions at Signal
Capital Corporation, Martin Marietta Aerospace and General Electric Information
Services. Mr. Pollard received a BA in Economics from Saint Michaels
College.

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Carl
Stegerwaldhas served as our Vice President, Construction Management and Facilities
Engineering since December 2007. Prior to joining us, Mr. Stegerwald was the
sole owner of North Bridge Properties, LLC, a real estate investment,
development and consulting firm that provided project management services to our
Devens I facility. Mr. Stegerwald served as a Senior Vice President of Meridian
Investment Management, Inc., or Meridian, and directed its real estate
investment and operational activities, including facilities leasing and
acquisition and property management, from 1997 to 2006, and was with Meridians
predecessor from 1996 to 1997. Prior to that, Mr. Stegerwald served for 17 years
in corporate real estate planning and acquisition and design and construction
with Digital Equipment Corporation. Mr. Stegerwald received a BS in Civil
Engineering from Villanova University and an MBA from Northeastern
University.

Dr.
Brown F. Williamshas served as Vice President, Science and Engineering since
November 2004. Dr. Williams served as a director from 1999 and as Chairman of
our Board of Directors from January 2004 until resigning from our Board of
Directors in November 2004. From 1990 to 2003, Dr. Williams served as Chief
Executive Officer and Chairman of the Board of Directors of Princeton Video
Image, Inc., a company he founded in 1990. From 1988 to 1990, Dr. Williams was
an independent consultant to venture capital firms. Dr. Williams has also held
several research and managerial positions at RCA Laboratories from 1966 to 1998.
He received his Ph.D., M.A. and A.B. degrees in Physics from the University of
California Riverside and was both a University of California Regents Fellow and
a National Science Foundation Fellow.

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 to file with the SEC initial
reports of ownership and reports of changes in ownership of our common stock.
Such persons, the reporting persons, are required by regulations of the SEC to
furnish us with copies of all filings. Based solely on our review of the copies
of such filings received by us with respect to the year ended December 31, 2007,
or written representations by the reporting persons that no filings were
required, we believe that all reporting persons complied with their Section
16(a) filing requirements during the year ended December 31, 2007, with the
exception of one Form 4 filing by each of Messrs. Archbold, Grady, Cadwell,
Cohen, Cowden and Wilson, each of which was filed one day late, and one Form 4
filing by each of Messrs. Stegerwald and Williams, which were filed 8 and 30
days late, respectively. All of the foregoing late filings were due to
administrative errors. In addition, DC Chemical., Ltd. reported on a Form 4
filed on March 25, 2008 the conversion of shares of our series b preferred stock
into shares of our common stock that occurred on May 16, 2007. We are not aware
of the reason for the delay in DC Chemicals filing.

Code of Business Conduct and
Ethics

The Board of
Directors has adopted a Code of Business Conduct and Ethics for our Chief
Executive Officer, Chief Financial Officer and all other members of management,
all directors and all of our employees and agents. This Code of Ethics is
intended to promote the highest standards of honest and ethical conduct
throughout our business, full, accurate and timely reporting, and compliance
with law, among other things. A copy of the Code of Business Conduct and Ethics
is available under the Investors section of our website atwww.evergreensolar.com.

The Code of
Business Conduct and Ethics prohibits any waiver from its principles without the
prior written consent of the Board of Directors. The Company intends to post on
the Companys website,www.evergreensolar.com, in accordance
with the rules of the Securities and Exchange Commission any amendment of, and
any waiver from, the Code of Business Conduct and Ethics that applies to our
Chief Executive Officer, Chief Financial Officer, or any person performing
similar functions.

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 Messrs. Cohen (Chair), Cadwell and Grady. On March 11, 2008, the
Board of Directors changed the composition of the Audit Committee, which
previously consisted of Messrs. Cohen and Cadwell and Dr. Wilson, following Dr.
Wilsons resignation from the Board of Directors. Each of the members of the
Audit Committee is independent within the meaning of our director

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independence standards and the applicable
standards of Nasdaq and the SEC for audit committee membership. The Board of
Directors has determined that Mr. Cohen is an audit committee financial expert
under the rules of the SEC.

The Audit
Committee met six times during fiscal 2007. The Audit Committee oversees our
accounting and financial functions and periodically meets with our management
and independent registered public accounting firm to review internal controls
over financial reporting and quarterly and annual financial reports.

The primary
functions of the Audit Committee are to (i) oversee the appointment,
compensation and retention of the Companys independent registered public
accounting firm and to oversee the work performed by such accountants; (ii)
establish policies for finance and accounting related consulting and advisory
work, including but not limited to, tax and internal audit related issues; (iii)
assist the Board of Directors in fulfilling its responsibilities by reviewing:
(a) the financial reports provided by the Company to the SEC, our stockholders
or to the general public, and (b) our internal controls over financial
reporting; (iv) recommend, establish and monitor procedures designed to improve
the quality and reliability of the disclosure of our financial condition and
results of operations; and (v) establish procedures designed to facilitate (a)
the receipt, retention and treatment of complaints relating to accounting,
internal controls over accounting or auditing matters and (b) the receipt of
confidential, anonymous submissions by employees of concerns regarding
questionable accounting or auditing matters.

The Audit
Committee operates under a written charter adopted by the Board of Directors
setting out the functions the Audit Committee is to perform, which charter was
originally adopted by the Board of Directors in May 2000 and restated most
recently in April 2008. A current copy of the Audit Committee Charter is
available under the Investors section of our website atwww.evergreensolar.com.The
charter of the Audit Committee is reviewed on an annual basis by the Audit
Committee.

Director Nominations

No material
changes have been made to the procedures by which security holders may recommend
nominees to our board of directors.

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ITEM 11.EXECUTIVE COMPENSATION.

**Executive Officer Compensation -
Compensation Discussion and Analysis**

Overview

Our executive compensation policies
are designed to:

- provide compensation that attracts,
  motivates and retains experienced and well-qualified executives capable of
  helping us meet our business objectives;
- recognize and reward performance of our
  executive officers, both as individuals and as members of a cohesive
  management team, in meeting certain strategic objectives;
- align the interests of our executive
  team with the corporate strategies and our business objectives; and
- align the interests of our executive
  team with that of stockholders through long-term equity-based
  incentives.

***Executive Summary***

Our
executive officers receive a compensation package consisting of base salary,
incentive cash bonuses, long-term equity incentive awards, and participation in
benefit plans generally available to all of our employees including 401(k),
life, health, disability and dental insurance. We have chosen these elements of
compensation to create a flexible package that reflects the long-term nature of
our business and can reward both short and long-term performance of the business
and of each executive officer. We also enter into employment agreements with our
executive officers that provide for certain severance benefits upon termination
of employment following a change of control of the Company.

In setting
executive officer compensation levels, the Compensation Committee, which is
comprised entirely of independent directors, is guided by the following
considerations:

- recommendations from the Chief Executive
  Officer based on individual executive performance and benchmarking
  data;
- our goal of having a portion of each
  executive officers compensation contingent upon the achievement of specific
  predetermined corporate objectives;
- ensuring compensation levels reflect the
  Companys past performance and expectations of future performance;
- ensuring compensation levels are
  competitive with compensation generally being paid to executives we seek to
  recruit to ensure our ability to attract and retain experienced and
  well-qualified executives; and
- ensuring a significant portion of
  executive officer compensation is paid in the form of equity-based incentives
  to closely link stockholder and executive interests.

The
Compensation Committee sets target and actual compensation for our Chief
Executive Officer using the same considerations it uses for other executive
officers.

The
Compensation Committee periodically benchmarks all of the compensation
components for our executive officer pay programs with data on individuals in
similar positions at other organizations. In 2007, the Compensation Committee
also used an executive compensation consulting company, Pearl Meyer &
Partners (PM&P) to help determine appropriate levels of compensation.
PM&P was retained by the Compensation Committee.

***Benchmark
Data***

PM&P
conducted a comprehensive benchmarking study in 2007 covering the executive
officers. The study included data from a number of leading surveys. PM&P
compiled benchmark data for companies with revenues between $100
million and $500 million. The data had a heavy weighting on the technology
industry since the

6

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Company recruits mainly from the
semiconductor industry. We believe technology industry practices provide us with
appropriate compensation benchmarks, because these companies generally have
similar organizational structures and tend to compete with us to attract
executives and other employees.

PM&P
also worked with the Compensation Committee to develop a peer group of public
companies for use in setting 2008 compensation. The 2007 peer group includes the
following companies:

| | Applied Micro
      Circuits Corp.    | First Solar,
      Inc.               | Opnext,
      Inc.              
| | ------------------------------------- | ------------------------------------- | --------------------------------
| | Atheros
      Communications          | Hittite
      Microwave Corporation   | Semtech
      Corporation       
| | ATMI,
      Inc.                      | MEMC Electronic
      Materials, Inc. | SunPower
      Corporation      
| | Cree,
      Inc.                      | Microsemi
      Corporation           | Tessara
      Technologies, Inc.
| | Energy
      Conversion Devices, Inc. | Monolithic Power
      Systems, Inc.  |                                 

The
Compensation Committee will periodically reassess the relevance of the peer
group companies and will make changes when appropriate.

Executive Compensation
Philosophy

Our
executive compensation philosophy is designed to have strong pay-for-performance
features. The Committee believes salaries at a lower level are appropriate since
salaries are not directly linked to performance. However, individual performance
is considered when considering salary increases. By contrast to salary
compensation, total annual cash compensation and long-term compensation can be
tied to short- and long-term performance objectives. Establishing base salaries
at the 50th percentile for our named executive officers has the effect of more
heavily weighting the compensation of these executives toward incentive
compensation and equity-based compensation. Accordingly, the Compensation
Committee generally adhered to the following precepts in establishing pay for
its executive officers based on the comprehensive benchmarking study prepared by
PM&P.

- Establish salaries at the 50th
  percentile;
- Set target total cash compensation at
  the 75th percentile and set corresponding financial goals at the 75th
  percentile of the market consensus amounts developed from a combination of
  survey and peer group data; and
- Set long-term incentive grants at the
  75th percentile and include long-term incentive vehicles that vest, in part,
  on attaining performance goals.

Elements of Compensation

Base Salary

Base
salaries are used to recognize the experience, skills, knowledge and
responsibilities required of all our employees, including our executive
officers. Fiscal 2007 base salaries for our executive officers 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 our executive officers are made at the beginning
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 our executive officers, other than
the Chief Executive Officer, were also set based in part upon evaluations and
recommendations made by the Chief Executive Officer. In addition, the
Compensation Committee took into consideration the benchmarking data presented
by PM&P, to generally set the base pay for each of the executive officers at
the 50th percentile.

In fiscal
year 2006, the development of our business continued to progress and significant
achievements were made across a number of areas important to strengthening the
foundation for our future growth and long-term success. Under Mr. Feldts
leadership, we took noteworthy steps toward launching our EverQ joint venture in
Germany and advancing our technology development objectives which have formed
the basis of our current independent growth strategy. As a result, in February
2007 Mr. Feldts base salary compensation was increased to $400,000, which
represented an increase of $100,000 over his annual base salary established in
2006, based on the Compensation Committees consideration of the factors
described above. Additionally, the decision to increase Mr. Feldts base salary
was based on the Compensation Committees assessment of PM&Ps
comprehensive

7

---

benchmarking study which indicated that
Mr. Feldts 2006 salary was below the market median salary for chief executive
officers. The Compensation Committee determined that it was appropriate to move
Mr. Feldts salary to the 50th percentile over a two-year period. Accordingly,
an additional increase of Mr. Feldts base salary to $500,000 was approved and
went into effect in February 2008.

Fiscal 2007
base salaries for our executive officers, other than Mr. Feldt, 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. Base
salary levels for each of our executive officers, other than our Chief Executive
Officer, were also based upon evaluations and recommendations made by our Chief
Executive Officer. These recommendations include an assessment of the
individuals responsibilities, experience, individual performance and
contribution to our performance, and also generally take into account the
competitive environment for attracting and retaining executives consistent with
our business needs and the base salaries of executives at our comparator group
of companies as described above.

The fiscal 2007 annual base salaries
of our named executive officers were as follows:

Name
    
    2007 Base SalaryRichard M. Feldt
    
    $400,000Michael
      El-Hillow
    
    $325,000Dr. J. Terry Bailey
    
    $230,000Richard G.
      Chleboski
    
    $230,000Dr. Brown F. Williams
    
    $325,000


Annual base
salaries for our executive officers are set by our Compensation Committee and
generally take effect in January or February of each year. We believe that the
base salaries paid to our executive officers during our fiscal year 2007 serve
our executive compensation objectives, compare favorably to our comparator group
of companies and, in light of our overall compensation program, are within our
target of providing base compensation at the market median. In addition to the
increase in Mr. Feldts salary described above, our other executive officers
received salary increases ranging from approximately 2% to approximately 9%.

***Annual Incentive***

Annual
incentives are designed to reward our executive officers for short-term
financial performance and achievement of designated strategic objectives.
Therefore, in determining bonus compensation for our executive officers, the
Compensation Committee evaluates the achievement of corporate strategic
objectives, generally set on a fiscal-year basis, as well as the actual
performance of each executive officer. Future incentive compensation, if any,
will be awarded based on the factors described above as well as any additional
factors the Compensation Committee deems necessary. In addition the Compensation
Committee took into consideration the survey data presented by PM&P to set
the overall target cash compensation at the 75th percentile.

We designed
our Management Incentive Plan to focus our executives on achieving key corporate
financial objectives, and to reward substantial achievement of these company
financial objectives, as well as to achieve additional strategic and tactical
objectives. The criteria selected linked the incentive compensation to the
achievements of measurable corporate performance objectives. The following table
sets forth the annual target incentive amounts under our Management Incentive
Plan for each of our named executive officers (for 2007 and each year
thereafter) as a percentage of base salary and the actual amounts paid based on
performance in 2007

**Target
      Annual****Bonus
      as a****Percentage**
    
    2007
      Bonus**Name**
    
    **of Base Salary**
    
    Paid in 2008Richard M. Feldt
    
    100
    %
    
    $400,000Michael
      El-Hillow
    
    75
    %
    
    $243,082Dr. J. Terry Bailey
    
    75
    %
    
    $172,500Richard G.
      Chleboski
    
    75
    %
    
    $172,500Dr. Brown F. Williams
    
    75
    %
    
    $243,750


8

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Target cash
bonus amounts were set in February 2007 at levels the Compensation Committee
determined were appropriate in order to achieve our objective of retaining those
executives who perform at or above the levels necessary for us to achieve our
business plan, which, among other things, involves growing our company in a
cost-effective way. Under our Management Incentive Plan, the Compensation
Committee may award amounts in excess of or below the target bonus awards to all
of our named executive officers.

For the 2007
annual incentive plan, 60% of the target award was dependent upon attainment of
financial objectives for worldwide string ribbon sales, gross margin for EverQ 1
and cost reduction as established by the Compensation Committee.  The
Compensation Committee believes that sales of product manufactured using the
Companys proprietary String Ribbon technology by both the Company and EverQ and
the gross margin at EverQ 1, which licenses the Companys proprietary string
ribbon technology and was a fully operational factory in 2007, are the best
indicators of the progress that the Company has made in advancing its core
technology. The table below includes two of the three 2007 financial objectives,
a target goal for each financial objective and the impact that performance below
and above the target goal would have on each executive officers award. Based on
actual achievement, each executive officer was able to earn more than or less
than 60% of the target award  from a threshold at 30% to the maximum at 90%.
The minimum bonus is 0% of salary.

Portion of Target Cash Bonus
      Amount EarnedThreshold
      Goal
    
    Target
      Goal
    
    Maximum
      Goal2007 Financial
      Objectives
    
    (10% for each objective)
    
    (20% for each objective)
    
    (30% for each objective)Global String Ribbon Revenue (1)
    
    $200 million
    
    $265 million
    
    $330 millionEverQ 1 Gross
      Margin (2)
    
    29%
    
    31%
    
    33%


|(1) |  | Total revenue generated from the
      sales of String Ribbon based panels in fiscal 2007 by both Evergreen Solar
      and EverQ GmbH (adjusted for constant exchange rates to eliminate the
      impact of foreign exchange rate based changes in String Ribbon
      revenue).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Gross margin achieved for fiscal
      2007 by EverQ GmbH for its first 30 MW facility (adjusted for constant
      exchange rates to eliminate the impact of foreign exchange rate based
      changes in margin).                                                               

The third financial objective for our
executives was cost per watt reductions, the accomplishment of which could
have resulted in up to a 30% increase in the total bonus award paid to
executives under the plan.

For 2007,
40% of the target bonus payout was dependent upon attainment of up to 5 key
strategic company objectives, such as technology milestones, factory expansion
goals, and other key strategic initiatives. The strategic objectives were the
same for each executive officer and the Compensation Committee believes
that these strategic objectives appropriately focus our named executive officers
on improving the strategic positioning of our business. Each executive officer
was able to earn more or less than 40% of the target bonus  from 20% at
threshold to 60% at the maximum - as set forth in the following
table:

Portion of Target Cash**2007 Strategic Objectives
      Achieved**
    
    Bonus Amount EarnedLess than 2 Objectives
    
    2 of 5
      Objectives (threshold)
    
    20
    %3 of 5 Objectives (target)
    
    40
    %4 of 5
      Objectives
    
    50
    %5 of 5 Objectives (maximum)
    
    60
    %


Based on the
attainment of Global String Ribbon Revenue of $232.4 million, EverQ 1 Gross
Margin of 30.8%, certain cost per watt reductions and achieving 3 of 5 of
our strategic objectives, the Compensation Committee determined that each
executive officer was entitled to receive 100% of his target bonus amount which
was paid in February 2008. Further details about our Management Incentive Plan
and the payments made to our named executive officers in 2007 are provided below
in the Summary Compensation Table and Grants of Plan-Based Awards tables and
the footnotes to each table.

9

---

***Long-Term Equity
Incentive Awards***

Equity-based
compensation and ownership ensures that our executive officers have a continuing
stake in the long-term success of the Company. The Compensation Committee
believes that equity award 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 equity incentive compensation, in the
form of restricted stock awards, allows executive officers to share in any
appreciation in the value of our common stock, while encouraging executive
officers to remain with the Company and promote the Companys success. When
establishing equity award grant levels, the Compensation Committee considers
general corporate performance, individual performance, the Chief Executive
Officers recommendations (except with respect to the Chief Executive Officers
own equity award grant levels), level of seniority and experience, existing
levels of stock ownership, the Company Stock Ownership Guidelines which are
intended to encourage executive officers to have a portion of their personal
wealth tied to the Companys share value, and outstanding shares, previous
grants of equity awards, vesting schedules of outstanding equity awards and the
current stock price.

Consistent
with our target compensation objectives described above, in February 2007, our
Chief Executive Officer, Chief Financial Officer, Senior Vice President,
Marketing and Sales, Vice President of Strategy and Business Development and
Vice President Science & Engineering, received restricted stock awards for
50,000, 200,000, 20,000, 20,000 and 25,000 shares, respectively. Our Chief
Financial Officer received all of his shares in connection with his initial
hiring in January 2007.

In keeping
with an industry trend towards using restricted stock awards in lieu of option
grants and as a result of tax code changes in recent years, we began using
restricted stock awards heavily at the end of 2006 for all of our employees and
executive officers and have continued to do so since that time. The Compensation
Committee has, however, continued to evaluate and may in future years provide a
combination of awards, including time-based or performance-based restricted
stock, stock options or other equity-based awards authorized pursuant to the
Companys current or future equity incentive plans. All of our time-based
restricted stock grants, including the restricted stock awards made to the named
executive officers in 2007, vest in four equal annual installments over the four
year period following the grant date.

In February
2006 and 2007, our executive officers were granted performance-based restricted
stock awards which vest 100% upon the achievement of certain financial
objectives within a fiscal year, including certain levels of: (a) revenue, (b)
gross margin and (c) net income. These awards were established to reward our
executive officers for the attainment of ambitious performance 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 2006 and 2007
performance-based restricted stock awards will expire on January 1, 2011 and
January 1, 2012, respectively, if they have not yet vested. Further details
about the equity awards held by our Chief Executive Officer and other executive
officers are provided below in the Summary Compensation Table, Grants of
Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, and Option
Exercises and Stock Vested tables and the footnotes to each table.

***Other
Compensation***

We also
offer 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. We offer a stock purchase plan, under which
employees may purchase shares of the Companys common stock at a discount, and
offer a 401(k) Plan, which allows employees to invest in a wide array of funds
on a pre-tax basis. We also entered into change of control agreements with our
executive officers providing for certain benefits which may be triggered upon a
change of control and as a result of the termination of such officers
employment following a change of control under certain circumstances. We offer
no perquisites to our executive officers that are not otherwise available to all
of our employees.

10

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Executive Change of Control Severance
Agreements and Other Agreements

In 2007, we
entered into change of control severance agreements with each of our executive
officers. We believe these agreements enable us to retain executive officers
during times of unforeseen events when the executives future is uncertain but
continued employment of the executive may be necessary for the company. We also
believe it is beneficial to have agreements in place that specify the exact
terms and benefits an executive receives if we elect to separate an executive
officer from the company involuntarily. We periodically review the prevalence of
severance and change-of-control agreements among our comparator groups
executives as well as the provisions of such agreements to benchmark the
competitiveness of the Companys agreements. Specifically, we reviewed the cash
severance multiple, equity vesting provisions, benefit continuation practices,
excise tax gross-up prevalence, and the length of the protection period in the
event of a change of control. Based upon our review, we believe our agreements
are generally consistent with those of our comparator groups.

***Equity
Provisions***

Our
agreement with Mr. Feldt provides that, if we experience a change of control,
(i) all of Mr. Feldts outstanding equity awards will immediately vest and
become exercisable or released from the Companys repurchase or reacquisition
right, and (ii) all of the performance targets for all Mr. Feldts
performance-based equity awards will be deemed fully achieved. The agreements
with our other executive officers provide that, if we experience a change of
control: (i) all of the employees outstanding equity awards will immediately
vest and become exercisable or released from the Companys repurchase or
reacquisition right as to (A) that number of unvested shares that would have
vested during the period between the equity awards most recent vesting date (or
the grant date, if no vesting date has been reached) and the change of control
as if the equity awards had been granted with a monthly vesting schedule and (B)
that number of unvested shares that would have otherwise vested during the last
twelve months of each equity awards vesting schedule, and (ii) all performance
targets for the executive officers performance-based equity awards will be
deemed fully achieved on the first anniversary of the change of control if the
employee is employed on such date.

***Cash Severance and
Continued Benefits***

Each change
of control severance agreement also provides severance benefits. If any
executive officers employment is terminated without cause within twelve months
of a change of control, or if an executive officer terminates his employment for
certain reasons including a substantial reduction in salary or geographic
movement within twelve months of a change of control, that executive officer
will receive continued payment of his base salary and health benefits for twelve
months (or eighteen months, in the case of Mr. Feldt) and his target bonus
amount for the year of termination. Payment of the severance benefits under the
change of control severance agreements will be delayed as required by Section
409A of the Code.

In the event
that the severance and other benefits provided for in the change of control
severance agreements with Messrs. Feldt, El-Hillow and Williams constitute
parachute payments within the meaning of Section 280G of the Code and would be
subject to the excise tax imposed by Section 4999 of the Code, the executive
will receive (i) a payment from the Company sufficient to pay such excise tax,
and (ii) an additional payment from the Company sufficient to pay the federal
and state income and employment taxes and additional excise taxes arising from
the payments made to the employee by the Company. In the event that the
severance and other benefits provided Messrs. Bailey and Chleboski constitute
parachute payments within the meaning of Section 280G of the Internal Revenue
Code and would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code, such employees benefits under the Agreement shall be
either delivered in full or delivered as to such lesser extent which would
result in no portion of such benefits being subject to the excise tax, whichever
results in the receipt by the employee, on an after-tax basis, of the greatest
amount of benefits.

We have also
entered into indemnification agreements with each of our executive officers and
directors, providing for indemnification against expenses and liabilities
reasonably incurred in connection with their service for us on our
behalf.

11

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Tax Deductibility of Executive
Compensation

In general,
under Section 162(m) of the Internal Revenue Code, we 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 there
under. The Compensation Committee considers the limitations on deductions
imposed by Section 162(m) of the Internal Revenue Code, and it is the
Compensation Committees present intention that, for so long as it is consistent
with its overall compensation objectives, executive compensation paid will not
be subject to the deduction limitations of Section 162(m) of the Internal
Revenue Code.

The
Compensation Committee also takes into consideration the Company Stock Ownership
Guidelines which are intended to encourage executive officers to have a portion
of their personal wealth tied to the Companys share value. The Compensation
Committee also considers the impact of accounting for the various elements of
compensation when deciding to grant equity awards to executive
officers.

Report of the Compensation Committee of
the Board of Directors

The
Compensation Committee has reviewed and discussed with management the foregoing
Compensation Discussion and Analysis for the year ended December 31, 2007 that
precedes this report (the CD&A). In reliance on its reviews and
discussions, the compensation committee recommended to the Board of Directors,
and the Board of Directors has approved, that the inclusion of the CD&A in
the Companys Annual Report on Form 10-K/A for the year ended December 31, 2007
for filing with the SEC.

No portion
of this Compensation Committee Report shall be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, through any general statement
incorporating by reference in its entirety the Annual Report on Form 10-K/A in
which this report appears, except to the extent that the Company specifically
incorporates this report or a portion of it by reference. In addition, this
report shall not be deemed filed under either the Securities Act or the Exchange
Act.

Respectfully submitted by the
      Compensation Committee,THE
      COMPENSATION COMMITTEEDr. Peter W.
      Cowden (Chair)Edward C.
      GradyAllan H.
      Cohen


Compensation Committee Interlocks and
Insider Participation

No current
member of the Compensation Committee or person who was a member of such
committee at any time during 2007 was at any time during the past year an
officer or employee of the Company (or any of its subsidiaries), was formerly an
officer of the Company (or any of its subsidiaries), or had any relationship
with the Company requiring disclosure herein. The Compensation Committee
operates under a written charter adopted by the Board of Directors setting out
the functions the Compensation Committee is to perform.

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.

12

---

Summary Compensation
Table

The
following table sets forth the annual and long-term compensation of our Chief
Executive Officer and Chief Financial officer plus each of our three other most
highly compensated executive officers who were serving as executive officers as
of December 31, 2007 and 2006, except for Mr. El-Hillow who only served as an
executive officer in 2007, and whose salary and bonus exceeded $100,000 for
Fiscal years 2007 and 2006 (collectively, the Named Executive
Officers).

Summary Compensation
Table

|                            |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  | (h)             |  |       |        |  |  |          
|--------------------------- |  | ---- |  | ------- |  | ------- |  | ---------------------- | ------- | ------ |  | -------------------- |  | ---------------- |  | --------------- |  | ----- | ------ |  |  | ---------
|                            |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  | Change
      in |  |       |        |  |  |          
|                            |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  | Pension         |  |       |        |  |  |          
|                            |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  | Value
      and |  |       |        |  |  |          
|                            |  |      |  |         |  |         |  |                        |         |        |  |                      |  | (g)              |  | Nonqualified    |  |       |        |  |  |          
|                            |  |      |  |         |  |         |  |                        |         |        |  | (f)                  |  | Non-Equity       |  | Deferred        |  | (i)   |        | 
|(a)                         |  |      |  | (c)     |  | (d)     |  | (e)                    |         | Option |  | Incentive
      Plan |  | **Compensation** |  | All Other       |  |      
|Name and
      Principal    |  | (b)  |  | Salary  |  | Bonus   |  | **Stock
      Awards** |         | Grants |  | Compensation         |  | Earnings         |  | Compensation    |  | Total
|Position(s)                 |  | Year |  | ($)     |  | ($)(2)  |  | ($)(1)(3)(4)(5)        |         | ($)    |  | ($)                  |  | ($)              |  | ($)(6)(7)       |  | ($)  
|Richard M. Feldt,           |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Chief Executive             |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Offier,
      President     |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|and Chairman
      of the   |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Board of
      Directors    |  | 2007 |  | 396,154 |  | 400,000 |  |                        | 95,236  |        |  | 1,482,856            |  | N/A              |  | N/A             |  |       |       |  |  | 2,374,246
|                            |  | 2006 |  | 298,075 |  | 263,790 |  |                        |        |        |  | 1,440,484            |  | N/A              |  | N/A             |  |       |       |  |  | 2,002,349
|Michael El-Hillow,          |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Chief
      Financial       |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Officer and
      Secretary |  | 2007 |  | 318,750 |  | 268,082 |  |                        | 380,943 |        |  | 36,738               |  | N/A              |  | N/A             |  |       | 27,907 |  |  | 1,032,420
|                            |  | 2006 |  |        |  |        |  |                        |        |        |  |                     |  | N/A              |  | N/A             |  |       |       |  |  |         
|Dr. J. Terry Bailey,        |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Senior
      Vice           |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|President,
      Marketing  |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|and
      Sales             |  | 2007 |  | 237,686 |  | 172,500 |  |                        | 38,094  |        |  | 261,535              |  | N/A              |  | N/A             |  |       | 750    |  |  | 710,565  
|                            |  | 2006 |  | 200,004 |  | 117,242 |  |                        |        |        |  | 240,874              |  | N/A              |  | N/A             |  |       | 750    |  |  | 558,870  
|Richard G. Chleboski,       |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Vice
      President of     |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Strategy and
      Business |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Development                 |  | 2007 |  | 231,385 |  | 172,500 |  |                        | 38,094  |        |  | 294,255              |  | N/A              |  | N/A             |  |       | 750    |  |  | 736,984  
|                            |  | 2006 |  | 189,231 |  | 111,378 |  |                        |        |        |  | 293,909              |  | N/A              |  | N/A             |  |       | 750    |  |  | 595,268  
|Dr. Brown F. Williams,      |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Vice
      President,       |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Science
      and           |  |      |  |         |  |         |  |                        |         |        |  |                      |  |                  |  |                 |  |       |        |  |  |          
|Engineering                 |  | 2007 |  | 321,154 |  | 243,750 |  |                        | 307,940 |        |  | 251,856              |  | N/A              |  | N/A             |  |       |       |  |  | 1,124,700
|                            |  | 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 2007.                                                
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Represents bonuses earned during
      the fiscal year and paid in the following fiscal year. Mr. El-Hillows
      bonus includes a one time sign-on of $25,000.                                          
|   
|(3) |  | Michael El-Hillows stock award
      compensation resulted from a restricted stock grant made based on his
      commencement of employment with the Company which was granted on February
      12, 2007.

13

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|(4) |  | The stock awards include grants
      to the Named Executive Officers (other than to Mr. El-Hillow discussed
      above) based on performance for the year ended December 31, 2006. Mr.
      Feldt received 50,000 shares of restricted common stock, Dr. Bailey and
      Mr. Chleboski received 20,000 shares of restricted common stock each and
      Dr. Williams received 25,000 shares of restricted common stock. These
      restricted shares vest over four years. The stock option awards are valued
      using the Black-Scholes method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(5) |  | Performance-based restricted
      stock awards were granted to the Named Executive Officers on February 12,
      2007 and February 27, 2006. For fiscal year 2007, Mr. Feldt received
      300,000 restricted shares, while Dr. Bailey, Mr. Chleboski, Mr. El-Hillow
      and Dr. Williams each received 100,000 restricted shares. For fiscal year
      2006, Mr. Feldt received 300,000 restricted shares, while Dr. Bailey, Mr.
      Chleboski and Dr. Williams each received 100,000 restricted shares. The
      shares are subject to performance vesting conditions. The shares for
      fiscal 2007 will vest only upon the achievement of all of the following
      accomplishments within a calendar year by December 31, 2011: (a) $400
      million in revenue, (b) 35% gross margin and (c) 10% net income, as
      adjusted by the plan. The shares for fiscal 2006 will vest only upon the
      achievement of all of the following accomplishments within a calendar year
      by December 31, 2010: (a) $300 million in revenue, (b) 35% gross margin
      and (c) 7% net income, as adjusted by the plan. All amounts will include
      the Companys pro rata share of any joint venture operating results. 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.
|   
|(6) |  | Mr. El-Hillow received $27,157
      for relocation fees as part of his commencement of employment with the
      company during fiscal 2007. No Named Executive Officers received any other
      perquisites or other personal benefits in excess of $10,000 during fiscal
      2007 or 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) |  | Amounts for Messrs. El-Hillow
      (2007), Bailey (2006 and 2007) and Chleboski (2006 and 2007) include
      matching contributions to the 401(k) plan account of the Named Executive
      Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Grants of Plan-Based
Awards

The
following table sets forth information regarding all equity based incentive plan
awards that were made to the Named Executive Officers during fiscal
2007.

Grants of Plan-Based Awardsfor
Fiscal Year Ended December 31, 2007

|                           |  |            |  |                                           |  |                |  |                  |  | (i)             |         |                 |  | 
|-------------------------- |  | ---------- |  | ----------------------------------------- |  | -------------- |  | ---------------- |  | --------------- | ------- | --------------- |  | 
|                           |  |            |  |                                           |  |                |  |                  |  | All Other Stock |         |                 |  | 
|                           |  |            |  |                                           |  |                |  |                  |  | Awards:         |         | (l)            
|                           |  |            |  |                                           |  |                |  |                  |  | Number of       |         | Grant Date/Fair
|                           |  |            |  | (c)                                       |  | (d)            |  | (e)              |  | Shares of Stock |         | Value of Stock 
|(a)                        |  | (b)        |  | Estimated Future Payouts Under            |  | or
      Units |  | and Option      
|Name                       |  | Grant Date |  | Equity Incentive Plan Awards
      (3)(5) |  | (#)(1)(2)      |  | Awards ($)(3)(4)
|                           |  |            |  | Threshold                                 |  | Target         |  | Maximum          |  |                 |         |                 |  | 
|                           |  |            |  | (#)                                       |  | (#)            |  | (#)              |  |                 |         |                 |  | 
|Richard M. Feldt           |  | 2/12/2007  |  |                                          |  | 300,000        |  |                 |  |                 | 50,000  |                 |  | 
|Michael
      El-Hillow    |  | 2/12/2007  |  |                                          |  | 100,000        |  |                 |  |                 | 200,000 |                 |  | 
|Dr. J. Terry Bailey        |  | 2/12/2007  |  |                                          |  | 100,000        |  |                 |  |                 | 20,000  |                 |  | 
|Richard G.
      Chleboski |  | 2/12/2007  |  |                                          |  | 100,000        |  |                 |  |                 | 20,000  |                 |  | 
|Dr. Brown F. Williams      |  | 2/12/2007  |  |                                          |  | 100,000        |  |                 |  |                 | 25,000  |                 |  | 

|(1) |  | Michael El-Hillows restricted
      stock grants were based on his commencement of employment with the
      Company, which were approved by the compensation committee and granted on
      February 12, 2007.                                                                                                                                                                                                                                                        
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The awards include grants to the
      Named Executive Officers (other than to Mr. El-Hillow discussed above)
      based on performance for the year ended December 31, 2006. Mr. Feldt
      received restricted stock grants of 50,000 shares, Dr. Bailey and Mr.
      Chleboski received restricted stock grants of 20,000 each and Dr. Williams
      received restricted stock grants of 25,000 shares. These restricted stock
      grants vest over four years.

14

---

|(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.
      El-Hillow 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 by December 31, 2011: (a) $400 million in revenue, (b) 35%
      gross margin and (c) 10% net income, as adjusted by the plan. All amounts
      will include the Companys pro rata share of any joint venture operating
      results. 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. For
      purposes of this table, the performance based awards are valued based upon
      our stock price on December 31, 2007 ($17.27).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | Grant date value is used for the
      valuation of all restricted stock awards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Outstanding Equity Awards at Fiscal
Year-End

The
following table sets forth all outstanding equity awards as of December 31,
2007. Options vest equally over a four year period and have an expiration date
of 10 years from grant date. Time based restricted stock awards vest in four
equal installments on the anniversary of grant date.

|Outstanding Equity Awards at Fiscal 2007 Year End
|-------------------------------------------------
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|Name                                             
|Richard M. Feldt                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|Michael El-Hillow                                
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|Dr. J. Terry Bailey                              
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 

15

---

|                      |  | Options     |         | Stock Awards     
|--------------------- |  | ----------- | ------- | -----------------
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  | Number of   |         | Number of        
|                      |  | Securities  |         | Securities       
|                      |  | Underlying  |         | Underlying       
|                      |  | Unexercised |         | **Unexercised**  
|                      |  | Options (#) |         | Options (#)      
|Name                  |  | Exercisable |         | **Unexercisable**
|Richard G. Chleboski  |  |             | 5,428   |                  
|                      |  |             | 34,642  |                  
|                      |  |             | 23,094  |                  
|                      |  |             | 6,928   |                  
|                      |  |             | 34,642  |                  
|                      |  |             | 15,000  |                  
|                      |  |             | 50,000  |                  
|                      |  |             | 225,000 |                  
|                      |  |             | 25,000  |                  
|                      |  |             | 10,000  |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|Dr. Brown F. Williams |  |             | 923     |                  
|                      |  |             | 923     |                  
|                      |  |             | 923     |                  
|                      |  |             | 923     |                  
|                      |  |             | 923     |                  
|                      |  |             | 923     |                  
|                      |  |             | 923     |                  
|                      |  |             | 1,000   |                  
|                      |  |             | 1,000   |                  
|                      |  |             | 1,000   |                  
|                      |  |             | 1,000   |                  
|                      |  |             | 1,000   |                  
|                      |  |             | 1,000   |                  
|                      |  |             | 1,000   |                  
|                      |  |             | 2,000   |                  
|                      |  |             | 39,999  |                  
|                      |  |             | 10,000  |                  
|                      |  |             | 16,250  |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  |             |         |                  
|                      |  |             |         |                  

|(1) |  | Represents performance-based
      restricted stock awards under the 2000 Plan granted on February 27, 2006
      and February 12, 2007. The shares are subject to performance vesting
      conditions. The shares for fiscal 2006 will vest only upon the achievement
      of all of the following accomplishments within a calendar
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16

---

|    |  | year by December 31, 2010: (a)
      $300 million in revenue, (b) 35% gross margin and (c) 7% net income, as
      adjusted by the plan. The shares for fiscal 2007 will vest only upon the
      achievement of all of the following accomplishments within a calendar year
      by December 31, 2011: (a) $400 million in revenue, (b) 35% gross margin
      and (c) 10% net income, as adjusted by the plan. All amounts will include
      the Companys pro rata share of any joint venture operating results. 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. For
      purposes of this table, the performance based awards are valued based upon
      our stock price on December 31, 2007 ($17.27).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Michael El-Hillows restricted
      stock grant of 200,000 shares was based on his commencement of employment
      with the Company, was granted on February 12, 2007 and vests in four equal
      annual installments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Options Exercises and Stock
Vested

The
following table sets forth all stock options that were exercised or restricted
stock awards that vested in fiscal 2007, including the value realized upon
exercise or vesting.

Option Exercises and Stock Vested
for Fiscal Year Ended December 31, 2007

|                                |  | Option Awards     |  | Stock Awards     
|------------------------------- |  | ----------------- |  | -----------------
|                                |  | Number            |  |                  
|                                |  | of
      Shares   |  | Value            
|                                |  | Acquired
      on |  | Realized         
|                                |  | Exercise          |  | on
      Exercise
|Name of Executive
    Officer   |  | (#)               |  | ($)              
|Richard
      M. Feldt          |  |                  |  |                 
|Michael
    El-Hillow           |  |                  |  |                 
|Dr. J.
      Terry Bailey (1)   |  | 32,298            |  | 248,199          
|Richard G.
      Chleboski      |  |                  |  |                 
|Dr.
      Brown F. Williams (1) |  | 2,889             |  | 6,454            

|(1) |  | The shares and value realized
      include shares purchased through the Companys 2000 Employee Stock
      Purchase Plan.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

Potential Benefits upon Change of
Control or Termination following a Change of Control

Change of
Control Severance Arrangements in General.The company has entered into change of control severance agreements with each of
its Chief Executive Officer, named executive officers and other executive
officers. The executive change of control and severance agreements described in
the Compensation Discussion and Analysis above provide for accelerated vesting
of equity awards following a change of control and severance payments in the
event the executives employment is terminated within twelve months following a
change of control. Mr. Feldt will receive full acceleration of the vesting of
his equity awards upon a change of control and Messrs. El-Hillow and Chleboski
and Drs. Williams and Bailey, each will receive 12 months acceleration upon a
change of control. Mr. Feldt will receive 18 months severance in the case of a
change of control followed by termination without cause or resignation for good
reason. Mr. El-Hillow, Dr. Bailey, Mr. Chleboski and Dr. Williams each will
receive 12 months severance in the case of a change of control followed by
termination without cause or resignation for good reason.

As described
below in more detail, our change of control severance agreements with our
executive officers also provide for either (1) an excise tax gross-up
reimbursement or (2) a possible reduction in the level of acceleration of
vesting if either the value of the acceleration on a change of control or the
value of the acceleration and other benefits on a change of control followed by
an involuntary termination of employment would constitute parachute payments
within the meaning of Section 280G of the Internal Revenue Code and would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue
Code.

17

---

Automatic
Acceleration of Vesting Following a Change of Control. The following table provides the intrinsic value (that is, the
value based upon our stock price on December 31, 2007 ($17.27), less any
applicable exercise price) of stock options and restricted stock that would
become exercisable or vested as a result of a change of control as of December
31, 2007. The Value of Unvested Restricted Stock Awards and Value of Performance
Share Program Awards included in the table are also based on the closing price
of our common stock on December 31, 2007.

|                            |  |                     |  |                    |  | Value
      of      |  |                        |  |                    
|--------------------------- |  | ------------------- |  | ------------------ |  | ------------------- |  | ---------------------- |  | -------------------
|                            |  |                     |  | Value
      of     |  | Unvested            |  |                        |  |                    
|                            |  | Value
      of      |  | Unvested           |  | Performance         |  |                        |  | Value
      of     
|                            |  | Unvested            |  | Restricted         |  | Share
      Program |  | 280G
      Excise      |  | Equity
      Awards
|                            |  | Stock
      Options |  | Stock
      Awards |  | Awards              |  | Tax
      and Gross-up |  | and
      Payments 
|                            |  | ($)                 |  | ($)                |  | ($)                 |  | Payment                |  | ($)                
|Richard
      M. Feldt      |  | 1,491,500           |  | 863,500            |  | 10,362,000          |  | 4,828,166              |  | 17,545,166         
|Michael
    El-Hillow       |  |                    |  | 1,583,083          |  | 1,727,000           |  | 1,046,654              |  | 4,356,737          
|Dr. J.
      Terry Bailey   |  | 870,704             |  | 158,308            |  | 3,454,000           |  |                       |  | 4,483,012          
|Richard G.
      Chleboski  |  | 258,060             |  | 158,308            |  | 3,454,000           |  |                       |  | 3,870,368          
|Dr.
      Brown F. Williams |  | 152,183             |  | 629,635            |  | 3,454,000           |  | 1,806,573              |  | 6,042,391          

Automatic
Acceleration of Vesting upon an Involuntary Termination Following a Change of
Control. Assuming the employment of our named
executive officers was terminated involuntarily and without cause, or such
officers resigned with good reason, during the twelve months following a change
of control occurring on December 31, 2007, in accordance with the terms of our
executive change of control severance agreements our named executive officers
would be entitled to cash payments in the amounts set forth opposite their names
in the below table, subject to any deferrals required under Section 409A of the
Internal Revenue Code of 1986, as amended, and acceleration of vesting for
outstanding equity awards, as set forth in the below table. The following table
provides the value of compensation and benefits payable and intrinsic value
(that is, the value based upon our stock price on December 31, 2007 ($17.27),
less any applicable exercise price) of stock options and restricted stock that
would become exercisable or vested as a result of a termination occurring
immediately following a change of control as of December 31, 2007. The Value of
Unvested Restricted Stock Awards and Value of Performance Share Program Awards
included are also based on the closing price of our common stock on December 31,
2007.

|                           |  |                   |  |         |  |                   |  |          |  |                     |  |                    |  | Value
      of |  |                      |  | ****           
|-------------------------- |  | ----------------- |  | ------- |  | ----------------- |  | -------- |  | ------------------- |  | ------------------ |  | -------------- |  | -------------------- |  | ---------------
|                           |  |                   |  |         |  |                   |  |          |  |                     |  |                    |  | Unvested       |  |                      |  | **Total**      
|                           |  |                   |  |         |  |                   |  |          |  |                     |  | Value
      of     |  | Performance    |  |                      |  | **Payments**   
|                           |  |                   |  |         |  |                   |  | Accrued  |  | Value
      of      |  | Unvested           |  | Share          |  | **280G Excise**      |  | and
      Value
|                           |  |                   |  |         |  | Continuation      |  | Vacation |  | Unvested            |  | Restricted         |  | Program        |  | **Tax and Gross-up** |  | of
      Equity
|                           |  | Base
      Salary |  | Bonus   |  | of
      Benefits |  | Pay      |  | Stock
      Options |  | Stock
      Awards |  | Awards         |  | **Payment**          |  | Awards         
|                           |  | ($)               |  | ($)     |  | ($)               |  | ($)      |  | ($)                 |  | ($)                |  | ($)            |  | **($)**              |  | ($)            
|Richard
      M. Feldt     |  | 600,000           |  | 600,000 |  | 12,661            |  | 18,462   |  | 1,491,500           |  | 863,500            |  | 10,362,000     |  | 5,443,652            |  | 19,391,775     
|Michael
    El-Hillow      |  | 325,000           |  | 243,750 |  | 8,441             |  | 4,375    |  |                    |  | 3,454,000          |  | 1,727,000      |  | 1,569,095            |  | 7,331,661      
|Dr. J.
      Terry Bailey  |  | 230,000           |  | 172,500 |  | 8,273             |  | 9,913    |  | 908,600             |  | 345,400            |  | 3,454,000      |  |                     |  | 5,128,686      
|Richard G.
      Chleboski |  | 230,000           |  | 172,500 |  | 11,749            |  | 13,159   |  | 314,650             |  | 345,400            |  | 3,454,000      |  |                     |  | 4,541,458      
|Dr. Brown F. Williams      |  | 325,000           |  | 243,750 |  | 8,301             |  | 7,433    |  | 205,975             |  | 1,295,250          |  | 3,454,000      |  | 2,165,304            |  | 7,705,013      

Excise
Tax Related Change of Control Benefits. Pursuant to their change of control severance agreements with the
Company, in the event that acceleration or other benefits provided for in the
change of control severance agreements with Messrs. Feldt, El-Hillow and
Williams constitute parachute payments within the meaning of Section 280G of
the Code and would be subject to the excise tax imposed by Section 4999 of the
Code, such executive will receive (i) a payment from the Company sufficient to
pay such excise tax, and (ii) an additional payment from the Company sufficient
to pay the federal and state income and employment taxes and additional excise
taxes arising from the payments made to the employee by the Company.

In the event
that the severance and other benefits provided Messrs. Bailey and Chleboski
constitute parachute payments within the meaning of Section 280G of the
Internal Revenue Code and would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code, such executives benefits under the Agreement
shall be either delivered in full or delivered as to such lesser extent which
would result in no portion of such benefits being subject to the excise tax,
whichever results in the receipt by the employee, on an after-tax basis, of the
greatest amount of benefits.

Each of the
two foregoing tables sets forth the amount payable by the Company to each named
executive officer to (1) offset the estimated excise tax imposed by Section 4999
of the Internal Revenue Code that result from 280G parachute payments and (2)
provide gross-up payments to offset the tax amounts that would result from
payment of the estimated excise tax imposed on the executive.

18

---

Non-Employee Director
Compensation

Our
compensation program for non-employee directors is designed to attract and
retain qualified directors by offering compensation that is competitive with
other growing technology companies and recognizes the time, expertise and
accountability required by Board service. Each year, the Compensation Committee
reviews the current compensation program as well as director compensation data
prepared by an external consulting firm. Based upon this review, the
Compensation Committee recommends to the full Board of Directors what changes,
if any, should be made to the director compensation program. The Board must
approve any changes to the director compensation program.

In June
2007, our Board of Directors approved a revised Compensation Policy for
Directors effective July 1, 2007. The plan was modified again in March
2008.

Under the
current policy, each director serving in July 2007 received a grant of 10,000
restricted shares of our common stock on July 25, 2007 and will receive a grant
of 5,000 restricted stock units at each annual meeting beginning in 2008. New
directors will receive a grant of 10,000 restricted stock units upon their
election to the Board of Directors and receive a grant of 5,000 restricted stock
units at each annual meeting of stockholders following the directors first six
months of service on the Board of Directors. Each director must hold his or her
initial grant of restricted shares or restricted stock units until he or she
leaves the Board, at which time the shares fully vest (in the case of restricted
shares) or will be paid in full (in the case of restricted stock units) if the
director has served on the Board of Directors for at least two years. The annual
5,000 restricted stock units vest immediately but the shares subject to those
awards will only be paid when the director leaves the Board of
Directors.

The current
policy also provides for cash compensation for directors. Each non-employee
director receives an annual retainer of $20,000 ($30,000 for the lead outside
director) and $1,500 for each in person meeting and $750 for each telephonic
meeting, of the full Board and each committee. In addition, the committee chairs
receive the following annual retainers: Audit Committee-$12,000; Compensation
Committee-$6,000 and Nominating and Corporate Governance Committee-$6,000. In
connection with Board and committee meetings, our non-employee directors are
reimbursed for their reasonable out-of-pocket expenses incurred in attending
meetings of the Board of Directors and any committees of the Board of Directors
on which they serve.

The
following table sets forth information regarding the compensation earned by or
awarded to each non-employee director who served on our Board of Directors for
fiscal 2007.

Non-Employee Director Summary
Compensation Table

Director Compensationfor Fiscal
Year Ended December 31, 2007

|                               |  | **(b)**               |  |               |     |              |        |      
|------------------------------ |  | --------------------- |  | ------------- | --- | ------------ | ------ | -----
|                               |  | **Fees
      Earned** |  |               |     |              |        |      
|                               |  | or Paid
      in      |  | (c)           |     | (d)          |        | (l)  
|(a)                            |  | Cash                  |  | Option Awards |     | Stock Awards |        | Total
|Name                           |  | ($)                   |  | ($)           |     | ($)          |        | ($)  
|Tommy
      L. Cadwell         |  | 31,583                |  | 172,240       | (2) |              | 22,817 | (2)  
|Allan H.
      Cohen           |  | 44,750                |  | 36,738        | (3) |              | 88,700 | (3)  
|Dr.
      Peter W. Cowden      |  | 34,250                |  | 25,229        | (4) |              | 30,919 | (4)  
|Edward C.
      Grady          |  | 47,250                |  | 36,738        | (5) |              | 88,700 | (5)  
|Dr.
      Gerald L. Wilson (1) |  | 31,250                |  | 36,738        | (6) |              | 88,700 | (6)  

|(1) |  | On February 1, 2008,
      Dr. Wilson resigned from the Board of Directors.                                                                                                                                                                                                                                                     
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | As of December 31,
      2007, Mr. Cadwell held 16,270 shares of common stock underlying
      unexercised options and 10,000 shares of unvested restricted stock. The
      grant date fair value of option awards and stock awards granted to Mr.
      Cadwell during fiscal 2007 was $172,240 and $88,700,
    respectively.

19

---

|(3) |  | As of December 31,
      2007, Mr. Cohen held 36,875 shares of common stock underlying unexercised
      options. The grant date fair value of stock awards granted to Mr. Cohen
      during fiscal 2007 was $88,700.                                                       
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | As of December 31,
      2007, Dr. Cowden held 19,644 shares of common stock underlying unexercised
      options and 10,000 shares of unvested restricted stock. The grant date
      fair value of stock awards granted to Dr. Cowden during fiscal 2007 was
      $88,700.
|   
|(5) |  | As of December 31,
      2007, Mr. Grady held 28,125 shares of common stock underlying unexercised
      options. The grant date fair value of stock awards granted to Mr. Grady
      during fiscal 2007 was $88,700.                                                       
|   
|(6) |  | As of December 31,
      2007, Dr. Wilson held 37,500 shares of common stock underlying unexercised
      options. The grant date fair value of stock awards granted to Dr. Wilson
      during fiscal 2007 was $88,700.                                                     

|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, 2007 with respect to
shares of our common stock that may be issued under equity compensation
plans:

|                                             |  |                               |  |                      |  | Number of Securities   
|-------------------------------------------- |  | ----------------------------- |  | -------------------- |  | -----------------------
|                                             |  |                               |  |                      |  | Remaining Available for
|                                             |  | Number of Securities to       |  |                      |  | Future Issuance Under  
|                                             |  | Be
      Issued upon Exercise |  | Weighted-average     |  | Equity Compensation    
|                                             |  | of
      Outstanding Options, |  | Exercise Price of    |  | Plans (Excluding       
|                                             |  | Stock Awards, Warrants        |  | Outstanding Options, |  | Securities Reflected in
|                                             |  | and Rights                    |  | Warrants and Rights  |  | Column (a))            
|Plan category                                |  | (a)(1)                        |  | (b)(2)               |  | (c)                    
|Equity
      compensation plans approved by  |  |                               |  |                      |  |                        
|security holders                             |  | 7,022,055                     |  |                      |  | $                      
|Equity compensation
      plans not approved |  |                               |  |                      |  |                        
|by
      security holders                    |  |                              |  |                      |  |                        
|Total                                        |  | 7,022,055                     |  |                      |  | $                      

|(1) |  | Includes 2,837,266 shares of
      restricted stock awards granted under the 2000 Stock Option and Incentive
      Plan. The remaining balance consists of outstanding stock option
      grants.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The weighted average exercise
      price does not take into account the shares issuable upon vesting of
      outstanding restricted stock awards which have no exercise
  price                

20

---

Securities Ownership of Certain
Beneficial Owners and Management

The
following table sets forth certain information regarding beneficial ownership of
our common stock as of April 16, 2008, or the measurement date, by: (i) each
person who is known by us to own beneficially more than 5% of the outstanding
shares of common stock; (ii) each of our directors; (iii) each of our executive
officers named in the Summary Compensation Table below; and (iv) all of our
current directors and executive officers as a group. Unless otherwise indicated,
the address for each beneficial owner is c/o Evergreen Solar, Inc., 138 Bartlett
Street, Marlboro, Massachusetts 01752.

|                                                                                |  | Number           |  | Percentage        
|------------------------------------------------------------------------------- |  | ---------------- |  | ------------------
|                                                                                |  | of
      Shares  |  | of
      Shares of
|                                                                                |  | Beneficially     |  | Common            
|Name and Address of Beneficial
      Owner                                      |  | **Owned****(1)** |  | **Stock****(2)**  
|5% Stockholders:                                                                |  |                  |  |                   
|DC Chemical Co.,
      Ltd. (3)                                                 |  | 15,698,125       |  | 12.9              
|Oriental Chemical Building                                                      |  |                  |  |                   
|50, Sogong-dang, Jong-gu, Seoul, 100-718
      Korea                            |  |                  |  |                   
|FMR LLC (4)                                                                     |  | 13,747,561       |  | 11.3              
|82
      Devonshire Street                                                      |  |                  |  |                   
|Boston, MA 02109                                                                |  |                  |  |                   
|Legg Mason
      Capital Management, Inc.(5)                                    |  | 6,435,700        |  | 5.3               
|100 Light Street                                                                |  |                  |  |                   
|Baltimore, MD 21202                                                             |  |                  |  |                   
|Current Executive Officers and Directors:                                       |  |                  |  |                   
|Richard M. Feldt (6)                                                            |  | 2,793,490        |  | 2.3               
|Michael El-Hillow (7)                                                           |  | 377,442          |  | *                 
|Rodolfo Archbold (8)                                                            |  | 256,000          |  | *                 
|Dr.
      J. Terry Bailey (9)                                                   |  | 349,989          |  | *                 
|Richard G. Chleboski (10)                                                       |  | 689,034          |  | *                 
|Gary
      T. Pollard (11)                                                      |  | 300,953          |  | *                 
|Carl Stegerwald                                                                 |  | 102,600          |  | *                 
|Dr.
      Brown F. Williams (12)                                                |  | 459,613          |  | *                 
|Tom L. Cadwell (13)                                                             |  | 26,270           |  | *                 
|Allan H. Cohen (14)                                                             |  | 46,875           |  | *                 
|Dr. Peter W. Cowden (15)                                                        |  | 29,644           |  | *                 
|Edward C. Grady (16)                                                            |  | 38,125           |  | *                 
|All current executive officers and directors as a group
      (12 persons) (17) |  | 5,470,035        |  | 4.4               

|*   |  | 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 121,450,173 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 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, as
      the case may be, but are not deemed outstanding for computing the
      percentage ownership of any other person.
|   
|(3) |  | DC Chemical
      Co., Ltd. reported sole voting power and sole dispositive power over all
      15,698,125 shares beneficially owned. Includes 10,750,000 shares of
      restricted common stock. The restrictions on these shares will be removed
      when 500,000 kilograms of polysilicon are delivered to us by DC Chemical
      Co., Ltd.                                                                                                                                                                                                                                                                                                                                                
|   
|(4) |  | FMR LLC
      reported sole voting power over 700 shares, shared voting power over no
      shares and sole dispositive power over all 13,747,561 shares beneficially
      owned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

21

---

|(5)  |  | Legg Mason Capital Management, Inc. reported shared voting power
      and shared dispositive power over all 6,435,700 shares beneficially
      owned.                                                                                     
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(6)  |  | Includes 1,900,500 shares of common stock issuable upon the
      exercise of options that may be exercised within 60 days from the
      measurement date.                                                                                 
|    
|(7)  |  | Includes 22,442 shares of common stock issuable upon the exercise
      of options that may be exercised within 60 days
      from the measurement date.                                                                                    
|    
|(8)  |  | Includes 1,000 shares of common stock held by spouse.                                                                                                                                                                                       
|    
|(9)  |  | Includes 110,000 shares of common stock issuable upon the exercise
      of options that may be exercised within 60 days
      from the measurement date.                                                                                   
|    
|(10) |  | Includes 452,234 shares of common stock issuable upon the exercise
      of options that may be exercised within 60 days
      from the measurement date.                                                                                   
|    
|(11) |  | Includes 66,250 shares of common stock issuable upon the exercise
      of options that may be exercised within 60 days
      from the measurement date.                                                                                    
|    
|(12) |  | Includes 102,960 shares of common stock issuable upon the exercise
      of options that may be exercised within 60 days
      from the measurement date.                                                                                   
|    
|(13) |  | Includes 16,270 shares of common stock issuable upon the exercise
      of options that may be exercised within 60 days
      from the measurement date.                                                                                    
|    
|(14) |  | Includes 36,875 shares of common stock issuable upon the exercise
      of options that may be exercised within 60 days
      from the measurement date.                                                                                    
|    
|(15) |  | Includes 19,644 shares of common stock issuable upon the exercise
      of options that may be exercised within 60 days
      from the measurement date.                                                                                    
|    
|(16) |  | Includes 28,125 shares of common stock issuable upon the exercise
      of options that may be exercised within 60 days
      from the measurement date. Mr. Gradys address is 922 Tyner Way, PO Box
      5998, Incline Village, NV 89450.
|    
|(17) |  | Includes 2,755,300 shares of common stock issuable upon the
      exercise of options that may be exercised within 60 days from the measurement date and 1,000 shares of common stock
      held by spouse.                                 

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

Related Party Transaction Approval
Policy

We have
adopted a policy that all related party transactions will be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties,
and must be reviewed and approved on an ongoing basis by the Audit Committee of
our Board of Directors. A related party transaction is a transaction or
relationship involving a director, executive officer or 5% stockholder or their
immediate family members that is reportable under the SECs rules regarding such
transactions. Prior to April 2008, related party transactions were subject to
the review and approval of our Nominating and Corporate Governance Committee and
our full Board of Directors.

Certain Relationships and Related Party
Transactions

Transactions with Mr. Stegerwald. Mr.
Feldt, our President, Chief Executive Officer and Chairman of the Board of
Directors, is the brother-in-law of Carl Stegerwald, our Vice President of
Construction Management and Facilities Engineering. After serving as a
consultant to the Company from April, 2007 until December 2007, during which
time Mr. Stegerwalds consulting company, North Bridge Properties, LLC, was paid
approximately $22,000 per month, Mr. Stegerwald was hired as an employee and
elected as an executive officer. He was awarded an initial grant

22

---

of 100,000 shares of restricted stock upon
the commencement of his employment, his annual salary is $225,000 and his target
bonus is 75% of his annual salary. Mr. Stegerwalds hiring as a consultant and
later as an employee, and his compensation in each capacity were approved by the
Nominating and Corporate Governance and the full Board of Directors. Mr.
Stegerwald reports to Mr. Feldt.

Transactions with DC Chemical.Since
the beginning of the our last fiscal year we have entered into four agreements
with DC Chemical Co., Ltd., a holder of more than 5% of our outstanding common
stock. On April 17, 2007, we entered the following agreements:

- Polysilicon Supply Agreement  Our initial
  polysilicon supply agreement with DC Chemical provides the general terms and
  conditions pursuant to which DC Chemical will supply us with specified annual
  quantities of polysilicon at fixed prices beginning in 2008 and continuing
  through 2014.
- Stock Purchase Agreement  Concurrently with
  the April 2007 polysilicon supply agreement, pursuant to a stock purchase
  agreement, we sold DC Chemical 3 million shares of our common stock for $12.07
  per share and issued DC Chemical an additional 4.5 million shares of transfer
  restricted common stock and 625 shares of transfer restricted preferred stock
  (which subsequently converted into 6.25 million shares of restricted common
  stock). The restrictions on the common stock and the preferred stock will
  lapse upon the delivery of 500,000 kilograms of polysilicon to the
  Company.
- Stockholders Agreement  Also concurrently with
  the April 2007 polysilicon supply agreement, we entered into a stockholder
  agreement with DC Chemical which prohibits, without our consent, certain
  acquisitions of our common stock by DC Chemical, certain proxy solicitation
  activities, as well as DC Chemicals ability to publicly announce or make
  certain proposals regarding business combinations involving our company, among
  other things. The stockholders agreement also provides DC Chemical with the
  right to participate in certain of our future securities offerings in order to
  maintain its pro rata percentage ownership of the Company. In addition, the
  stockholders agreement provides DC Chemical with certain registration rights,
  including a requirement that we file a registration statement covering the
  restricted stock within 15 days of when transfer restrictions on DC Chemicals
  shares lapse. Finally, the stockholders agreement prohibits, without our
  consent, DC Chemical from transferring its shares of Evergreen Solar common
  stock to any person who, after the transfer, would have beneficial ownership
  of 10% or more of the voting power of the Company. As permitted pursuant to
  the stockholders agreement, DC Chemical purchased 1,423,125 shares of our
  common stock in May 2007 and 525,000 shares of our common stock in February
  2008, in both cases from our underwriters in connection with public offerings
  we completed at the public offering price. The per share price for the May
  2007 offering was $8.25 and for the February 2008 offering was
  $9.50.

In January
2008, we entered into a second supply agreement with DC Chemical that provides
the general terms and conditions pursuant to which DC Chemical will supply us
with specified annual quantities of polysilicon at fixed prices beginning in
2009 and continuing through 2015. The January 2008 agreement requires us to pay
approximately $36.5 million in prepayments during the first year of the
agreement. Under the two supply contracts with DC Chemical, we are obligated to
make cash payments to DC Chemical of approximately $450 million, subject to
certain adjustments based on market related factors.

Other
Transactions. Other than compensation
agreements and other arrangements which are described in Officer Compensation -
Compensation Discussion and Analysis and Non-Employee Director Compensation, in
2007, there was not, and there is not currently proposed, any other related
party transactions.

Independence of Members of the Board of
Directors and Committees

The Board of
Directors has determined that each of Messrs. Cadwell, Cohen and Grady and Dr.
Cowden has no relationship with the Company other than as a stockholder and as a
director, and each is independent within the meaning of our director
independence standards and the applicable Nasdaq director independence standards
for service on the Board of Directors and the applicable committees of the
Board of Directors. Our director independence standards are contained in the
Board of Directors Corporate Governance Guidelines, a copy of which is
available under the Investors section of our website at
www.evergreensolar.com.

23

---

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit and Related Fees for Fiscal 2006
and 2007

The
following table sets forth a summary of the fees and expenses billed to us by
PricewaterhouseCoopers LLP for professional services for the fiscal years ended
December 31, 2006 and 2007, respectively:

|                             | 2006 |         | 2007
|---------------------------- | ---- | ------- | ----
|Audit
      Fees (1)         | $    | 803,594 |     
|Audit-Related Fees
      (2) |      |        |     
|Tax
      Fees (3)           |      | 4,825   |     
|All Other Fees
      (4)     |      | 1,500   |     
|Total                        | $    | 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 consultation and other attestation services 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.                                                                                                                                                                                 
|   
|(4) |  | All Other Fees include
      licenses to technical accounting research
software.                                                                                                                                                                                                                                                                     

The Audit
Committee meets regularly with PricewaterhouseCoopers LLP throughout the year
and reviews both audit and non-audit services performed by
PricewaterhouseCoopers LLP as well as fees charged by PricewaterhouseCoopers LLP
for such services. In engaging PricewaterhouseCoopers LLP for the services
described above, the Audit Committee has determined that the provision of such
services is compatible with maintaining PricewaterhouseCoopers LLPs
independence in the conduct of its auditing functions pursuant to the auditor
independence rules of the SEC.

Pre-approval Policies and Procedures.The chairman of the Audit Committee is appointed to provide pre-approval for
further audit and permissible non-audit services proposed by
PricewaterhouseCoopers LLP up to $50,000, subject to presenting such decision to
the full Audit Committee at its next scheduled meeting. Such an appointment
allows PricewaterhouseCoopers LLP to commence an engagement without being
delayed due to scheduling. Following an approval of non-audit services by the
Chairman of the Audit Committee, the full Audit Committee, at its next scheduled
meeting, would make full approval of further services.

24

---

PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

| | (a) |  | The following
      documents are filed as part of this Annual Report on Form 10-K/A or as
      part of our Annual Report on Form 10-K filed on February 27,
    2008:
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

1. Financial Statements. The
financial statements were previously filed with the Annual Report ofForm 10-K for the period ended December 31, 2007,
filed on February 27, 2008.

2. Index to Financial Statements and Schedules. All other schedules are
omitted because they are not required or the information is presented in the
Consolidated Financial Statements and notes thereto that were previously filed
with the Annual Report on Form 10-K for the fiscal year ended December 31, 2007,
filed on February 27, 2008.

3. Exhibits. Exhibits are as set forth in the section entitled Exhibit
Index which follows the section entitled Signatures in this Annual Report on
Form 10-K/A. Exhibits which are incorporated herein by reference can be
inspected and copied at the public reference rooms maintained by the SEC in
Washington, D.C., New York, New York, and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. SEC
filings are also available to the public from commercial document retrieval
services and at the website maintained by the SEC at
http://www.sec.gov.

(b)See Item 15(a)(3).

(c)See Item 15(a)(2).

25

---

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 on this 29th day of April, 2008, thereunto duly
authorized.

EVERGREEN SOLAR, INC.By:
    /s/ RICHARDM. FELDTRichard M.
      FeldtChief Executive
      Officer, President andChairman of the
      Board (Principal Executive Officer)


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/ RICHARDM. FELDT       |                      | Chief
      Executive Officer,                     |  | April 29,
      2008
|Richard M. Feldt          |                      | President and
      Chairman of the Board          |  |                     
|                          |                      | (Principal
      Executive Officer)                |  |                     
|                         
|/s/ MICHAELEL-HILLOW      |                      | Chief
      Financial Officer and Secretary        |  | April 29,
      2008
|Michael El-Hillow         |                      | (Principal
      Financial and Accounting Officer) |  |                     
|                         
|*                         |                      | Director                                           |  | April 29,
      2008
|Allan
      H. Cohen      |                      |                                                    |  |                     
|                         
|*                         |                      | Lead Outside
      Director                        |  | April 29,
      2008
|Edward
      C. Grady     |                      |                                                    |  |                     
|                         
|*                         |                      | Director                                           |  | April 29,
      2008
|Dr.
      Peter W. Cowden |                      |                                                    |  |                     
|                         
|*                         |                      | Director                                           |  | April 29,
      2008
|Tommy
      Cadwell       |                      |                                                    |  |                     
|                         
|* By:                     | /s/ MICHAELEL-HILLOW |                                                    |  |                     
|Michael El-Hillow         |                      |                                                    |  |                     
|Attorney-in-Fact          |                      |                                                    |  |                     

---

EXHIBIT INDEX

|Number     |  | Description                                                                                                                                                                                              
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(1)     |  | Third Amended and Restated Certificate of Incorporation (Exhibit
      3.2)                                                                                                                              
|          
|3.2(1)     |  | Second Amended and Restated By-laws (Exhibit 3.3)                                                                                                                                                        
|          
|3.3(2)     |  | 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(2)     |  | Certificate of the Powers, Designations, Preferences and Rights of
      the Series A Convertible Preferred Stock of the Registrant (Exhibit
      4.4)                                                  
|           |  |                                                                                                                                                                                                          
|3.5(3)     |  | 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(4)     |  | 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)                         
|           |  |                                                                                                                                                                                                          
|3.7(5)     |  | Certificate of Designations of Rights, Preferences and Privileges
      of Series B Preferred Stock of the Registrant (Exhibit 3.4)                                                                      
|           |  |                                                                                                                                                                                                          
|4.1(6)     |  | Indenture between the Registrant and U.S. Bank National
      Association, as Trustee, dated June 29, 2005 (Exhibit 4.4)                                                                                 
|           |  |                                                                                                                                                                                                          
|4.2(6)     |  | Form of 4.375% Convertible Subordinated Notes due 2012 (Exhibit
      4.4)                                                                                                                               
|           |  |                                                                                                                                                                                                          
|10.1(1)§   |  | 1994 Stock Option Plan (Exhibit 10.1)                                                                                                                                                                    
|           |  |                                                                                                                                                                                                          
|10.2(7)§   |  | Amended and Restated 2000 Stock Option and Incentive Plan (Exhibit
      99.1)                                                                                                                           
|           |  |                                                                                                                                                                                                          
|10.3(7)§   |  | Amended and Restated 2000 Employee Stock Purchase Plan (Exhibit
      99.2)                                                                                                                              
|           |  |                                                                                                                                                                                                          
|10.4(1)§   |  | Lease Agreement between the Registrant and W9/TIB Real Estate
      Limited Partnership, dated January 31, 2000, as amended (Exhibit
      10.5)                                                         
|           |  |                                                                                                                                                                                                          
|10.5(1)§   |  | Form of Indemnification Agreement between Registrant and each of
      its directors and executive officers (Exhibit 10.9)                                                                               
|           |  |                                                                                                                                                                                                          
|10.6(8)    |  | Stock and Warrant Purchase Agreement, dated June 16, 2004 (Exhibit
      10.1)                                                                                                                           
|           |  |                                                                                                                                                                                                          
|10.7(8)    |  | Warrant Agreement, dated June 21, 2004 (Exhibit 10.2)                                                                                                                                                    
|           |  |                                                                                                                                                                                                          
|10.8(8)    |  | Form of Warrants (Exhibit 10.3)                                                                                                                                                                          
|           |  |                                                                                                                                                                                                          
|10.9(8)    |  | Registration Rights Agreement, dated June 21, 2004 (Exhibit
      10.4)                                                                                                                                  
|           |  |                                                                                                                                                                                                          
|10.10(9)  |  | Master Joint Venture Agreement by and among the Registrant, Q-Cells
      AG (Q-Cells), Renewable Energy Corporation ASA (REC) and EverQ GmbH
      (EverQ), dated November 4, 2005 (Exhibit 10.17)
|           |  |                                                                                                                                                                                                          
|10.11(9)  |  | Technology Co-Operation Agreement by and between the Registrant and
      REC, dated November 24, 2005 (Exhibit 10.19)                                                                                   
|           |  |                                                                                                                                                                                                          
|10.12(10)§ |  | Evergreen Solar, Inc. Management Incentive Policy (Exhibit
      10.20)                                                                                                                                  
|           |  |                                                                                                                                                                                                          
|10.13(6)   |  | Registration Rights Agreement by and between the Registrant and SG
      Cowen & Co., LLC, as representative of the Initial Purchasers, dated
      June 29, 2005 (Exhibit 10.21)                        
|           |  |                                                                                                                                                                                                          
|10.14(11) |  | Memorandum of Understanding by and among the Registrant, Q-Cells,
      EverQ and REC, dated June 5, 2006 (Exhibit 10.1)                                                                                 
|           |  |                                                                                                                                                                                                          
|10.15(12) |  | Amendment to the Master Joint Venture Agreement by and among the
      Registrant, Q-Cells, REC, REC Solar Grade Silicon LLC and EverQ, dated
      September 29, 2006 (Exhibit 10.26)                   
|           |  |                                                                                                                                                                                                          
|10.16(12) |  | Sales Representative Agreement by and between the Registrant and
      EverQ, dated September 29, 2006 (Exhibit 10.27)                                                                                   
|           |  |                                                                                                                                                                                                          
|10.17(12) |  | Amended and Restated License and Technology Transfer Agreement by
      and between the Registrant and EverQ, dated September 29, 2006 (Exhibit
      10.18)                                             

E-1

---

|Number     |  | Description                                                                                                                                                     
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18(13)  |  | Loan and Security Agreement between Silicon Valley Bank and the
      Registrant, dated April 6, 2007 (Exhibit 10.1)                                            
|           |  |                                                                                                                                                                 
|10.19(14)  |  | Stock Purchase Agreement by and between the Registrant and DC
      Chemical Co., Ltd. (DC Chemical), dated April 17, 2007 (Exhibit
      10.1)               
|           |  |                                                                                                                                                                 
|10.20(14)  |  | Stockholders Agreement by and between the Registrant and DC
      Chemical, dated April 17, 2007 (Exhibit 10.2)                                                 
|           |  |                                                                                                                                                                 
|10.21(15) |  | Supply Agreement by and between the Registrant and DC Chemical,
      dated April 17, 2007 (Exhibit 10.3)                                                       
|           |  |                                                                                                                                                                 
|10.22(16)  |  | Guarantee and Undertaking of the Registrant, dated April 30, 2007
      (Exhibit 10.1)                                                                          
|           |  |                                                                                                                                                                 
|10.23(16)  |  | Addendum to the Amended and Restated License and Technology
      Transfer Agreement between the Registrant and EverQ, dated April 30, 2007
      (Exhibit 10.2)
|           |  |                                                                                                                                                                 
|10.24(17)§ |  | Change of Control Severance Agreement, dated as of June 14, 2007,
      between the Registrant and Richard M. Feldt (Exhibit 10.1)                              
|           |  |                                                                                                                                                                 
|10.25(17)§ |  | Change of Control Severance Agreement, dated as of June 14, 2007,
      between the Registrant and Michael El-Hillow (Exhibit 10.2)                             
|           |  |                                                                                                                                                                 
|10.26(17)§ |  | Change of Control Severance Agreement, dated as of June 14, 2007,
      between the Registrant and Brown F. Williams (Exhibit 10.3)                             
|           |  |                                                                                                                                                                 
|10.27(17)§ |  | Change of Control Severance Agreement, dated as of June 14, 2007,
      between the Registrant and Richard G. Chleboski (Exhibit
10.4)                          
|           |  |                                                                                                                                                                 
|10.28(17)§ |  | Change of Control Severance Agreement, dated as of June 14, 2007,
      between the Registrant and Dr. J. Terry Bailey (Exhibit 10.5)                           
|           |  |                                                                                                                                                                 
|10.29(17)§ |  | Change of Control Severance Agreement, dated as of June 14, 2007,
      between the Registrant and Gary T. Pollard (Exhibit 10.6)                               
|           |  |                                                                                                                                                                 
|10.30(18)§ |  | Change of Control Severance Agreement, dated as of July 30, 2007,
      between the Registrant and Rodolfo Archbold (Exhibit 10.1)                              
|           |  |                                                                                                                                                                 
|10.31(19)§ |  | Change of Control Severance Agreement, dated effective as of
      January 21, 2008, between the Registrant and Carl Stegerwald (Exhibit
      10.1)            
|           |  |                                                                                                                                                                 
|10.32(20) |  | Amendment of Master Joint Venture Agreement by and among the
      Registrant, Q-Cells, REC and EverQ, dated October 23, 2007 (Exhibit
      10.1)              
|           |  |                                                                                                                                                                 
|10.33(21) |  | Supply Agreement between the Registrant and Wacker Chemie AG,
      effective as of August 31, 2007 (Exhibit 10.1)                                              
|           |  |                                                                                                                                                                 
|10.34*   |  | Supply Agreement between the Registrant and Solaricos Trading Ltd.,
      dated as of October 24, 2007                                                          
|           |  |                                                                                                                                                                 
|10.35*   |  | Memorandum of Understanding by and among the Registrant, EverQ,
      Q-Cells and REC, dated as of October 25, 2007                                             
|           |  |                                                                                                                                                                 
|10.36*     |  | Lease Agreement between the Registrant and the Massachusetts
      Development Finance Agency (MDFA), dated November 20, 2007                                 
|           |  |                                                                                                                                                                 
|10.37*     |  | Project Grant Agreement between the Registrant and MDFA, dated
      November 20, 2008.                                                                         
|           |  |                                                                                                                                                                 
|10.38*     |  | Project Grant Agreement between the Registrant and Massachusetts
      Technology Park Corporation, dated November 20, 2008                                     
|           |  |                                                                                                                                                                 
|10.39*   |  | Agreement for the Sale and Purchase of Solar Grade Silicon between
      the Registrant and Silicium de Provence S.A.S. (Silpro), dated December
      7, 2007
|           |  |                                                                                                                                                                 
|10.40*     |  | Subordinated Loan Agreement between the Registrant and Silpro,
      dated December 7, 2007                                                                     
|           |  |                                                                                                                                                                 
|10.41*   |  | Supply Agreement by and between the Registrant and DC Chemical,
      dated January 30, 2008                                                                    
|           |  |                                                                                                                                                                 
|23.1*      |  | Consent of PricewaterhouseCoopers LLP, an Independent Registered
      Public Accounting Firm                                                                   
|           |  |                                                                                                                                                                 
|23.2*      |  | Consent of Leipzig, Germany PricewaterhouseCoopers
  AG                                                                                                         

E-2

---

|Number |  | Description                                                                                                                                                                                                          
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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
|       |  |                                                                                                                                                                                                                      
|31.3§§ |  | 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
|       |  |                                                                                                                                                                                                                      
|31.4§§ |  | 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*  |  | EverQ GmbH balance sheet for the period ended December 31,
      2006                                                                                                                                                
|       |  |                                                                                                                                                                                                                      
|99.2*  |  | EverQ GmbH income statement for the period December 20 to December
      31, 2006                                                                                                                                    
|       |  |                                                                                                                                                                                                                      
|99.3*  |  | EverQ GmbH cash flow for the period December 20 to December 31,
      2006                                                                                                                                           
|       |  |                                                                                                                                                                                                                      
|99.4*  |  | EverQ GmbH notes to the financial statements for the period
      December 20 to December 31, 2006                                                                                                                   
|       |  |                                                                                                                                                                                                                      
|99.5*  |  | Opinion Letter, Leipzig, Germany PricewaterhouseCoopers
  AG                                                                                                                                                         

|*   |  | Filed with
      the same exhibit number with the Registrants Annual Report on Form 10-K
      for the year ended December 31, 2007, as filed on February 27,
    2008.                                                                                                 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   |  | Confidential
      treatment granted as to certain portions.                                                                                                                                                                                                             
|   
|  |  | Confidential
      treatment requested as to certain portions.                                                                                                                                                                                                           
|   
|§   |  | Indicates a
      management contract or compensatory plan, contract or
    arrangement.                                                                                                                                                                                 
|   
|§§  |  | Filed
      herewith.                                                                                                                                                                                                                                                    
|   
|(1) |  | Incorporated
      herein by reference to the exhibits to the Registrants Registration
      Statement on Form S-1, initially filed on August 4, 2000. 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 Registrant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.                              
|   
|(3) |  | Incorporated
      herein by reference to the exhibits to the Registrant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.                  
|   
|(4) |  | Incorporated
      herein by reference to the exhibits to the Registrants Current Report on
      Form 8-K, dated January 2, 2007 and filed on January 8, 2007. The number
      given in parenthesis indicates the corresponding exhibit number in such
      Form 8-K.
|   
|(5) |  | Incorporated
      herein by reference to the exhibits to the Registrants Registration
      Statement on Form S-3, dated May 16, 2007. The number given in parenthesis
      indicates the corresponding exhibit number in such Form S-3.                              
|   
|(6) |  | Incorporated
      herein by reference to the exhibits to the Registrants Current Report on
      Form 8-K, dated June 23, 2005 and filed on June 29, 2005. 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 Registrants Current Report on
      Form 8-K, dated July 15, 2005 and filed on July 21, 2005. The number given
      in parenthesis indicates the corresponding exhibit number in such Form
      8-K.    
|   
|(8) |  | Incorporated
      herein by reference to the exhibits to the Registrants Current Report on
      Form 8-K, dated June 21, 2004 and filed on June 22, 2004. The number given
      in parenthesis indicates the corresponding exhibit number in such Form
      8-K.    

E-3

---

|(9)  |  | Incorporated herein by reference
      to the exhibits to the Registrant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 Registrants 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.                   
|    
|(11) |  | Incorporated herein by reference
      to the exhibits to the Registrants Current Report on Form 8-K, dated June
      5, 2006 and filed on June 9, 2006. The number given in parenthesis
      indicates the corresponding exhibit number in such Form 8-K.                                       
|    
|(12) |  | Incorporated herein by reference
      by reference to exhibits to the Registrant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.
|    
|(13) |  | Incorporated herein by reference
      to the exhibits to the Registrants Current Report on Form 8-K, dated
      April 6, 2007 and filed on April 10, 2007. The number given in parenthesis
      indicates the corresponding exhibit number in such Form 8-K.                                    
|    
|(14) |  | Incorporated herein by reference
      to the exhibits to the Registrants Current Report on Form 8-K, dated
      April 17, 2007 and filed on April 17, 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 Registrants Current Report on Form 8-K/A, dated
      April 17, 2007 and filed on April 23, 2007. The number given in
      parenthesis indicates the corresponding exhibit number in such Form
      8-K/A.                         
|    
|(16) |  | Incorporated herein by reference
      to the exhibits to the Registrants Current Report on Form 8-K, dated
      April 30, 2007 and filed on May 4, 2007. The number given in parenthesis
      indicates the corresponding exhibit number in such Form 8-K.                                      
|    
|(17) |  | Incorporated herein by reference
      to the exhibits to the Registrants Current Report on Form 8-K, dated June
      14, 2007 and filed on June 20, 2007. The number given in parenthesis
      indicates the corresponding exhibit number in such Form 8-K.                                     
|    
|(18) |  | Incorporated herein by reference
      to the exhibits to the Registrants Current Report on Form 8-K, dated July
      30, 2007 and filed on August 2, 2007. The number given in parenthesis
      indicates the corresponding exhibit number in such Form 8-K.                                    
|    
|(19) |  | Incorporated herein by reference
      to the exhibits to the Registrants Current Report on Form 8-K, dated
      January 18, 2008 and filed on January 22, 2008. The number given in
      parenthesis indicates the corresponding exhibit number in such Form
      8-K.                         
|    
|(20) |  | Incorporated herein by reference
      to the exhibits to the Registrants Current Report on Form 8-K, dated
      October 23, 2007 and filed on October 29, 2007. The number given in
      parenthesis indicates the corresponding exhibit number in such Form
      8-K.                         
|    
|(21) |  | Incorporated herein by reference
      by reference to exhibits to the Registrants Quarterly Report on Form 10-Q
      for the period ended September 30, 2007 filed on November 8, 2007. The
      number given in parenthesis indicated the corresponding exhibit number in
      such Form 10-Q.

E-4

---