##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission File Number 0-31687
 
 EVERGREEN SOLAR, INC.
 (Exact name of registrant as specified in its charter)
 
 Delaware
    
    04-3242254(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 138 Bartlett StreetMarlboro, Massachusetts 01752
    
    (508) 357-2221(Address of principal executive offices)(zip code)
    
    (Registrants telephone number, including area code)
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, Par Value $.01 Per Share
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
None
 
 o Yes þ No
 o Yes þ No
 þ Yes o No
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer  o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o Yes þ No




---



##### 



TABLE OF CONTENTS
 PageItem 1.
    Business
    
    
    4Item 1A.
    Risk Factors
    
    
    16Item 2.
    Properties
    
    
    30Item 3.
    Legal Proceedings
    
    
    30PART IIItem 5.
    Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    31Item 6.
    Selected Financial Data
    
    
    34Item 7.
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    36Item 7A.
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    55Item 8.
    Financial Statements and Supplementary Data
    
    
    56Item 9A.
    Controls and Procedures
    
    
    56Item 9B.
    Other Information
    
    
    57PART IIIItem 10.
    Directors and Executive Officers of the Registrant
    
    
    57Item 11.
    Executive Compensation
    
    
    63Item 12.
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    76Item 13.
    Certain Relationships and Related Transactions
    
    
    78Item 14.
    Principal Accounting Fees and Services
    
    
    80PART IVItem 15.
    Exhibits, Financial Statement Schedules
    
    
    80Consolidated
Balance Sheets
    
    
    F-3Consolidated
Statements of
Operations
    
    
    F-4Consolidated
Statements of
Stockholders
Equity
    
    
    F-5Consolidated
Statements of Cash
Flows
    
    
    F-6Notes to
Consolidated
Financial
Statements
    
    
    F-7SignaturesEX-10.41 Amendment dated on or about October 1, 2009 to Master Supply AgreementEX-10.42 First Amendment entered into October 2, 2009 to the Supply AgreementEX-10.43 First Amendment entered into January 1, 2010 to the Supply AgreementEX-10.44 First Amendment entered into January 1, 2010 to the Supply AgreementEX-23.1 Consent of PricewaterhouseCoopers LLPEX-31.1 Section 302 Certification of the Chief Executive OfficerEX-31.2 Section 302 Certification of the Chief Financial OfficerEX-32.1 Section 906 Certification of the Chief Executive OfficerEX-32.2 Section 906 Certification of the Chief Financial Officer




---



##### Table of Contents



PART I
 Forward-Looking Statements
 This Annual Report on Form 10-K , including Managements Discussion and Analysis of Financial
Condition and Results of Operations in Item 7 of this report and the documents incorporated by
reference herein, contain forward-looking statements that involve risks, uncertainties and
assumptions, including those discussed in Item 1A of Risk Factors in this report. If the risks
or uncertainties ever materialize or any of the assumptions prove incorrect, our results will
differ from those expressed or implied by such forward-looking statements and assumptions. All
statements other than statements of historical fact are statements that could be deemed
forward-looking statements, including but not limited to statements regarding:
 
    
    our future growth, revenue, earnings and gross margin improvement;
    
    our ability to reduce manufacturing costs in our Devens, Massachusetts manufacturing
facility and meet manufacturing cost targets in our Wuhan, China manufacturing facility;
    
    the completion of our Midland and Wuhan, China facilities and other potential capacity
expansions, and the timing of such facilities becoming fully operational and meeting
manufacturing capacity goals on schedule and within budget;
    
    the transition of our panel assembly to China from our manufacturing facility in Devens,
Massachusetts;
    
    the sufficiency of our cash, cash equivalents and marketable securities; access to
capital markets to satisfy our anticipated cash requirements; and possible sales of
securities and our planned use of proceeds from such sales;
    
    capital requirements to respond to competitive pressures and acquire complementary
businesses and necessary technologies;
    
    costs associated with research and development, building or improving manufacturing
facilities, general and administrative expenses and business growth;
    
    the demand and market for our products, shifts in our geographic product revenue mix, and
our position in the solar power market;
    
    the volume of photovoltaic solar panels we can produce;
    
    the making of strategic investments and expansion of strategic partnerships,
manufacturing operations and distribution networks; and the future benefit of these
activities;
    
    operating efficiency of manufacturing facilities, including increases in manufacturing
scale and technological improvements needed to continuously reduce the cost per watt to
manufacture our products;
    
    revenue from customer contracts primarily denominated in Euros that are subject to
foreign currency exchange risks and the use of derivative financial instruments to manage
those risks;
    
    possible additional costs associated with our Sovello AG
joint venture, should it become insolvent or
in connection with the possible sale of Sovello or its assets;
    
    our receipt of public grant awards and other funding to support our expansion;
    
    our expectations regarding product performance and technological competitiveness;
    
    our ability to obtain key  materials; and
    
    the benefits of our proprietary technology and new manufacturing and other developments,
including our quad wafer furnace and continued enhancements of our wafer, cell and panel
production technologies.
 These statements may be identified with such words as we expect, we believe, we
anticipate or similar indications of future expectations. These statements are neither promises
nor guarantees and involve risks and
 2




---



##### Table of Contents



uncertainties, which could cause our actual results to differ
materially from such forward-looking statements. Such
risks and uncertainties constitute forward-looking statements and are made under the safe
harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Our actual results of operations and financial
condition have varied and could in the future vary significantly from those stated in any
forward-looking statements. The factors described in Part I, Item 1A, Risk Factors, in this
Annual Report on Form 10-K for the year ended December 31, 2009, could cause actual results to
differ materially from those contained in forward-looking statements made in this Annual Report on
Form 10-K, in the documents incorporated by reference into this Annual Report on Form 10-K or
presented elsewhere by our management from time to time. Such factors, among others, could have a
material adverse effect upon our business, results of operations and financial condition We
disclaim any obligation to update publicly or revise any such statements to reflect any change in
our expectations, or events, conditions, or circumstances on which any such statements may be
based, or that may affect the likelihood that actual results will differ from those set forth in
such forward-looking statements.
 3




---



##### Table of Contents



ITEM 1. BUSINESS.
 BUSINESS OVERVIEW
       4




---



##### Table of Contents




    
    We will manufacture String Ribbon wafers using our state-of-the-art Quad furnaces
at a leased facility being built by Jiawei in Wuhan, China on Jiaweis campus.
 
    
    Jiawei will convert the String Ribbon wafers into Evergreen Solar-branded panels on
a contract manufacturing basis.
 
    
    We will reimburse Jiawei for its cell and panel conversion costs, plus a contract
manufacturing fee. The actual price paid to Jiawei will be negotiated annually.
 
    
    Evergreen Solar has invested $17 million in cash and equipment in the Wuhan wafer
manufacturing operation to date. HSTIC has provided us $33 million of 7.5% financing,
which we must repay no later than July 2014. Jiawei will make a similar investment for its
cell and panel operations with the support of HSTIC.
 
    
    Initial capacity is expected to be approximately 100 MW. Factory construction has
begun and the parties expect that wafer, cell and panel production will begin in mid-2010.
 
    
    The parties intend to expand production capacity of their respective manufacturing
operations to approximately 500 MW by 2012, the timing and extent of any potential
expansion will be determined in 2010.
    
    
    Capital required for our Wuhan, China expansion of about $50 million;
    
    Final acceptance payments on equipment for Devens of about $7 million;
 5




---



##### Table of Contents




    
    First phase of our Midland filament factory of about $3 million;
    
    Sustaining capital of about $7 million;
    
    Estimated payments for Sovello matters of about $15 million; and
    
    Debt service of about $15 million.
   
    
    the need to maintain the Devens facility at a minimum of 75% capacity, or 30 MW per
quarter, and stabilization of panel pricing at about $2.00 per watt, with sales made to
creditworthy customers;
 
    
    higher than planned manufacturing costs and failing to achieve expected Devens
operating metrics, with any delays in our plan to transition panel assembly to China
resulting in continued higher costs that could impair business operations;
 
    
    continued significant fluctuation of the Euro against the U.S. dollar, as a
substantial portion of the contracted sales are denominated in Euros;
 
    
    the ability of Jiawei to execute against its plans to meet our required timetables;
and
 
    
    increased funding requirements for Sovello to potentially address the loss of any
prior or expected government grant funding for Sovello (see Note 5 of our consolidated
financial statements).
  
    
    continually monitoring our operating results against expectations and, if required,
further restricting operating costs and capital spending if events warrant;
 
    
    if conditions allow, possibly accessing the capital markets to meet liquidity and
capital expenditure requirements;
 
    
    negotiating with a number of banks to secure a borrowing base line of credit,
without a minimum cash requirement as was required under our previous line of credit,
supported by the expected significant increase in our accounts receivable, inventory and
overall working capital; and
 
    
    possibly hedging a portion of our exposure to fluctuations in
the U.S. dollar / Euro exchange rate to limit any adverse impacts; but there can be no
assurance that hedges can be put in place at terms acceptable to us or that such hedging
activities will be effective.
  6




---



##### Table of Contents



Sovello Joint Venture
   INDUSTRY BACKGROUND
 Overview
   Key Growth Drivers and Advantages of Solar Power
  7




---



##### Table of Contents




    
    An Increase in Solar Power Generation Will Reduce
Dependence on Fossil Fuels.Worldwide demand for
electricity is expected to grow by over 50% from 20.6 billion
MW hours in 2010 to 31.8 billion MW hours in 2030,
according to the U.S. Department of Energy. The
combination of declining finite fossil fuel energy
resources and increasing energy demand is depleting
natural resources as well as driving up electricity costs,
underscoring the need for reliable renewable energy
production. Solar power systems are renewable energy
sources that rely on the sun as an energy source and do
not require a fossil fuel supply. As such, they are well
positioned to offer a sustainable long-term alternative
means of power generation.
    
    Environmental Advantages.Solar power is one of the
cleanest electric generation sources, capable of
generating electricity without air or water emissions,
noise, vibration, habitat impact or waste generation. In
particular, solar power does not generate greenhouse gases
that contribute to global climate change or other air
pollutants, as power generation based on fossil fuel
combustion does, and does not generate radioactive or
other wastes as nuclear power and coal combustion do. It
is anticipated that greenhouse gas regulation in the
United States and internationally will increase the costs
and constrain the development of fossil fuel based
electric generation and increase the attractiveness of
solar power as a renewable electricity source.
    
    Flexible Locations.From tiny solar cells powering a
hand-held calculator, to an array of rooftop panels
powering an entire home, to acres of panels on a
commercial building roof or field, solar power products
can be deployed in many sizes and configurations and can
be installed almost anywhere in the world. Solar power is
among the best technologies for power generation in urban
areas, environmentally sensitive areas and geographically
remote areas in both developing and developed countries.
    
    Government Incentives.Several European countries, China
and the United States presently account for the majority
of world market demand for solar power systems. Government
policies in these countries, in the form of both
regulation and incentives, have accelerated the adoption
of solar technologies by businesses and consumers. Typical
government incentives include capital cost rebates,
feed-in tariffs, tax credits and net metering.
  The Solar Power Industry Value Chain
     8




---



##### Table of Contents



Key Challenges for Solar Power
  
    
    Continued Reliance on Government Support and
Incentives.At present, most renewable energy sources
would not be cost-competitive compared to traditional
energy sources without government support. The PV industry
relies on governmental incentives to encourage production
and consumption, especially for on-grid systems. Changes
in government policies could lead to a reduction in
incentives and subsidies to the renewable energy sector,
which could in turn seriously hinder the growth of the PV
industry.
    
    Reduced Manufacturing Cost.The cost of producing PV
panels must be reduced to a point that will enable
manufacturers to produce product to support reaching grid
parity. One of the most dominant costs of producing
crystalline silicon-based solar panels is silicon. The
reduction of raw materials waste, particularly the waste
associated with sawing silicon by conventional crystalline
silicon wafer production technology, known as kerf loss,
is a key factor in lowering wafer manufacturing costs.
    
    Reduced Capital Costs.Decrease the costs and risks
associated with new plant investments to lower capital
costs per unit of production.
    
    Improved Product Design and Performance.Increase product
conversion efficiency and ease of use. Conversion
efficiency refers to the fraction of the suns energy
converted to electricity.
  
    
    Crystalline Silicon.Crystalline silicon technology was
the earliest practiced solar wafer fabrication technology
and continues to be the dominant technology for the
market, accounting for approximately 87% of solar cell
production in 2008, according to Solarbuzz. Conventional
crystalline silicon technology involves sawing thin wafers
from solid crystalline silicon blocks. Crystalline silicon
products are known for their reliability, performance and
longevity. However, factors such as high materials waste
from sawing, complex processing procedures and high
capital costs have limited the speed at which conventional
crystalline silicon wafer manufacturers can reduce
manufacturing costs.
 9




---



##### Table of Contents




    
    Thin Films.While most major solar power manufacturers
currently rely on crystalline silicon technology for their
solar cell production, these manufacturers, and other new
entrants, are also developing alternative thin film
technologies to achieve lower manufacturing costs. Thin
film technology involves depositing several thin layers of
complex materials such as CIGS or CdTe on a substrate,
such as glass, to make a solar cell. Although thin film
technologies generally use certain key materials more
efficiently than conventional crystalline silicon
manufacturing technology, such technologies have
disadvantages such as lower conversion efficiency and, in
some cases, reduced product performance and reliability.
 OUR BUSINESS
 Our Competitive Strengths
  Proven Wafer Manufacturing Technology.
  Proven ability to execute on new factory expansion.
  Established brand and recognized leader in quality and performance.
 10




---



##### Table of Contents



Strong, Experienced Management Team.
 Our Growth Strategies
  Innovate to Lower Cost of Solar to Achieve Grid Parity Cost Structure.
 Maintain Our Leadership in Wafer Technology, through Continuous Innovation.
 
    
    Optimizing the crystallization characteristics of the wafer to increase power performance,
and
    
    Growing wider wafers in line with industry standard sizes.
   Proliferate Our Technology Commensurate With the Growing Demand for Solar.
 11




---



##### Table of Contents



Our Products
  
    
    Wafers.A crystalline silicon wafer is a flat piece of
crystalline silicon that can be processed and assembled
into a solar cell. Our rectangular wafers measure
approximately 80 millimeters by 150 millimeters and are
approximately 190 microns thick. We are currently
developing wafers that we expect will be approximately 156
millimeters square, which is in line with industry
standards.
    
    Cells.A solar cell is a device made from a silicon wafer
that converts sunlight into electricity by means of a
process known as the PV effect. Each of our solar cells
currently produces approximately 1.8 watts of power. As
the conversion efficiency of the solar cell improves, the
power of the cell improves as well.
    
    Panels.A solar panel is an assembly of solar cells that
have been electrically interconnected and laminated in a
durable and weather-tight package. Our solar panels
currently produce up to approximately 215 watts of power.
  Sales, Marketing and Distribution
    12




---



##### Table of Contents



Manufacturing
    Research and Development
  Intellectual Property
 Patents
  13




---



##### Table of Contents




    
    Crystalline Silicon Wafers.Our wafer fabrication
technology, including methods for automated, high-yield
production techniques, are covered by 13 U.S. patents,
five Indian patents and four European patents that have
been validated with enforceable rights in multiple
European jurisdictions. In addition, for this technology,
we also have 14 pending U.S. patent applications, three
pending PCT applications, and 67 pending national/regional
phase foreign patent applications.
    
    Solar Cell Fabrication.Our solar cell processing
technology is covered by four U.S. patents. Among other
things, these patents relate to methods for forming
wrap-around contacts on solar cells and methods for
processing solar cells. In addition, for this technology,
we also have six pending U.S. patent applications and
three pending PCT applications.
    
    Solar Panels.For our advanced solar panel designs, we
currently own seven U.S. patents, two European patents
that have been validated with enforceable rights in
multiple European jurisdictions, and four Japanese
patents. The U.S. patents primarily relate to solar cell
panels with an improved backskin, solar cell panels with
an interface mounting system, an encapsulant material for
solar cell panels, and a solar cell roof tile system. In
addition, for this technology, we have two pending
U.S. patent applications and seven pending
national/regional phase foreign patent applications.
 Trademarks and Copyrights
  Trade Secrets and Other Confidential Information
  Competition
  14




---



##### Table of Contents



Environmental, Health and Safety Regulations
   15




---



##### Table of Contents



EMPLOYEES
  AVAILABLE INFORMATION
  
 ITEM 1A. RISK FACTORS.
 Certain Factors Which May Affect Future Results
  RISKS RELATING TO OUR INDUSTRY, PRODUCTS, FINANCIAL RESULTS AND OPERATIONS
 We may need to raise significant additional capital in order to continue to grow our business and
fund our operations, as planned, which may not be available on acceptable terms or at all.
   16




---



##### Table of Contents



We must continue to invest significantly in research and development to support our unique wafer
technology, and these efforts may not result in continued and necessary improvement in our
technology.
  Evaluating our business and future prospects may be difficult due to the rapidly changing market
landscape.
   We have a history of losses, expect to incur substantial further losses and may not achieve or
maintain profitability in the future, which in turn could materially decrease the value of our
common stock
  
    
    expand our manufacturing operations, whether domestically or internationally;
    
    develop our distribution network;
    
    continue investing in research and development;
    
    implement internal systems and infrastructure to support our growth; and
    
    hire additional personnel.
  We are subject to certain liabilities based upon our relationship with Sovello, Sovellos banks and
other parties which may adversely impact our business or our funds available for our operations.
  17




---



##### Table of Contents



Our future success depends on our ability to increase our
manufacturing capacity beyond our Devens facility, license our technologies or
otherwise outsource the manufacturing of our products. Our inability to increase our production
capacity directly or successfully outsource the manufacturing of our products will limit our growth
potential and impair our operating results and financial condition.
  
    
    the completion of any facilities will be subject to the
risks inherent in the establishment of a new
manufacturing facility, including risks of delays and
cost overruns as a result of a number of factors, many
of which may be out of our control, such as delays in
government approvals, burdensome permit conditions and
delays in the customization, delivery, and installation
of manufacturing equipment from numerous suppliers; and
    
    we may be required to depend on third parties or
strategic partnerships that we establish in the
development and operation of additional production
capacity, which may subject us to risks that such third
parties do not fulfill their obligations to us under our
arrangements with them.
  Our dependence on a limited number of suppliers for certain materials, including key components for
our solar power products and capital equipment could adversely affect our ability to manufacture
and timely deliver our products.
  18




---



##### Table of Contents



If the market price of polysilicon continues to decrease, we could be at a significant competitive
disadvantage because we have entered into multi-year polysilicon contracts.
 .
 Our solar power products may not gain market acceptance, which would prevent us from achieving
increased revenues and market share
  
    
    our failure to produce solar power products that compete favorably against other
solar power products on the basis of cost, quality and performance;
    
    our failure to produce solar power products that compete favorably against
conventional energy sources and alternative distributed generation technologies,
such as wind and biomass, on the basis of cost, quality and performance;
    
    whether or not customers will accept our new panel designs under development; and
    
    our failure to develop and maintain successful relationships with distributors,
systems integrators, project developers and other resellers, as well as
strategic partners.
  Technological changes in the solar power industry could render our solar power products
uncompetitive or obsolete, which could reduce our market share and cause our revenues to decline
  Our ability to increase market share and revenues depends on our ability to successfully maintain
our existing distribution relationships and expand our distribution channels
  19




---



##### Table of Contents



Our dependence on a small number of distribution partners may cause significant fluctuations or
declines in our product revenues
  
    
    reduction, delay or cancellation of orders from one or more of our significant distribution partners;
    
    selection by one or more of our significant distribution partners of products competitive with ours;
    
    loss of one or more of our significant distribution partners and our failure to recruit additional
or replacement distribution partners; and
    
    failure of any of our significant distribution partners to make timely payment of our invoices.
 Our
current long-term customer contracts for our products will result in a significant portion of
our sales being concentrated among a limited number of customers in 2010 and 2011. The failure of
one or more customers to purchase or pay for our products in accordance with their contractual
commitments could significantly decrease our revenues and harm our business, financial condition
and results of operations.
   Problems with product quality or product performance may cause us to incur warranty expenses and
may damage our market reputation and prevent us from achieving increased sales and market share.
  20




---



##### Table of Contents



The success of our business depends on the continuing contributions of our key personnel and our
ability to attract and retain new qualified employees, especially in China.
  Because we utilize highly flammable materials in our manufacturing processes, we are subject to the
risk of losses arising from explosions and fires, which could materially adversely affect our
financial condition and results of operations.
  The reduction or elimination of government subsidies and economic incentives for solar technology
could cause our revenues to decline.
  If solar power technology is not suitable for widespread adoption or sufficient demand for solar
power products does not develop or takes longer to develop than we anticipate, our revenues would
not significantly increase and we would be unable to achieve or
sustain profitability.
  
    
    cost-effectiveness of solar power technologies as compared with conventional and non-solar alternative
energy technologies;
 21




---



##### Table of Contents




    
    performance and reliability of solar power products as compared with conventional and non-solar alternative
energy products;
    
    success of alternative distributed generation technologies such as fuel cells, wind power and micro turbines;
    
    fluctuations in economic and market conditions that impact the viability of conventional and non-solar
alternative energy sources, such as increases or decreases in the prices of oil and other fossil fuels;
    
    capital expenditures by customers that tend to decrease when the United States or global economy slows;
    
    continued deregulation of the electric power industry and broader energy industry; and
    
    availability of government subsidies and incentives.
 If we are unable to protect our unique intellectual property adequately, we could lose our
competitive advantage in the solar power market
  
    
    although we have a number of foreign patents and
applications, the laws of some foreign jurisdictions,
particularly China, do not protect intellectual property
rights to the same extent as laws in the United States,
and we may encounter difficulties in protecting and
defending our rights in such foreign jurisdictions;
    
    to the extent we license our technology to third parties
in foreign countries, we may encounter difficulties in
protecting and defending our intellectual property
rights against such third parties and others; and
    
    we also rely substantially on trade secret protections
to protect our interests in proprietary know-how and
processes for which patents are difficult to obtain or
enforce; however, we may not be able to protect our
trade secrets adequately.
 We may be unable to protect adequately or enforce our proprietary information, particularly
with its use in our new China manufacturing location and efforts to
partner with a Chinese supplier
to further develop our proprietary technology, which may result in its unauthorized use, reduced
revenues or otherwise reduce our ability to compete
   22




---



##### Table of Contents



Licenses for technologies and intellectual property may not be available to us.
  Existing regulations and changes to such regulations concerning the electrical utility industry may
present technical, regulatory and economic barriers to the purchase and use of solar power
products, which may significantly reduce demand for our products.
   Compliance with environmental regulations can be expensive, and noncompliance with these
regulations may result in potentially significant monetary damages, penalties, adverse publicity or
interruptions to our business.
  23




---



##### Table of Contents



Noncompliance with noise regulations at our Devens facility may result in an interruption to our
manufacturing which would have a material adverse affect on our production levels and our business.
  Litigation against Lehman Brothers and Barclays to recover shares of our common stock loaned to
Lehman Brothers could be expensive, time-consuming and ultimately unsuccessful.
  If Lehman Brothers claims against us arising out of our capped call agreement are successful, our financial position would be materially adversely affected.
  In light of economic uncertainty and extremely difficult credit markets, our expansion plans may be
delayed and we may not be able to fulfill customer contracts for shipments in 2011 and beyond.
  24




---



##### Table of Contents



The significant amount and the structure of our 2008 offering of senior convertible notes could
adversely affect our business, financial condition and results of operations.
  
    
    requiring us to use a substantial portion of our cash flow from operations to service our indebtedness, which
would reduce our cash flow available for working capital, capital expenditures, development projects and
other general corporate purposes;
    
    limiting our flexibility in planning for or reacting to, and increasing our vulnerability to, changes in our
business, the industry in which we operate and the general economy; and
    
    placing us at a competitive disadvantage compared to our competitors who have less debt or are less leveraged.
    Unfavorable changes in foreign currency exchange rates could increase the cost to manufacture our
products or result in foreign currency exchange losses, which could adversely affect our profits,
product orders and market share.
  25




---



##### Table of Contents



Our ability to use net operating loss carryforwards may be subject to limitation.
  Provisions of our senior convertible notes could discourage an acquisition of us by a third party.
  We face particular commercial, jurisdictional and legal risks associated with our proposed
expansion in China and our subcontracting relationship with Jiawei.
   26




---



##### Table of Contents



Our growing international operations and customer base require us to comply with complex,
multi-national income, value-added and other tax rules, our accruals for which may be insufficient.
  RISKS RELATED TO OUR COMMON STOCK
 The issuance or sale of equity, convertible or exchangeable securities in the market, or the
perception of such future sales or issuances, could lead to a decline in the price of our common
stock.
   
    
    207,809,919 shares of common stock outstanding;
 27




---



##### Table of Contents




    
    4,095,724 shares of common stock underlying options
outstanding at a weighted average exercise price of
$4.20 per share;
    
    1,520,843 shares of common stock available and reserved
for future issuance or future grant under our Amended
and Restated 2000 Stock Option and Incentive Plan;
    
    117,312 shares of common stock available and reserved
for future issuance or future grant under our Amended
and Restated 2000 Employee Stock Purchase Plan; and
    
    30,856,538 shares of common stock issuable upon the
conversion of our outstanding senior convertible notes
in the aggregate principal amount of $373.8 million at
an initial conversion rate of approximately 82.56 shares
of common stock per $1,000 principal amount of notes
(equivalent to a conversion price of approximately
$12.11 per share).
  Three stockholders own, or claim to own, a large portion of our outstanding voting power
and may be able to influence significantly the outcome of any stockholder vote.
  The price of our common stock may fluctuate significantly, which could result in substantial losses
for our stockholders and subject us to litigation.
   28




---



##### Table of Contents




    
    the size and timing of orders from distribution partners for shipments of our products;
    
    the rate and cost at which we are able to expand our manufacturing capacity to meet
product demand, including the rate and cost at which we are able to implement advances
in our manufacturing technology;
    
    our ability to establish and expand key distribution partners and supplier relationships;
    
    our ability and the terms upon which we are able to raise capital sufficient to finance
the expansion of our manufacturing capacity and our sales and marketing efforts;
    
    our ability to complete our Wuhan, China facility and other potential capacity
expansions within budget and within the time frame that we expect;
    
    the amount and timing of expenses associated with our research and development programs
and our ability to develop enhancements to our manufacturing processes and our products;
    
    delays associated with the supply of specialized materials necessary for the manufacture
of our solar power products;
    
    our ability to execute our cost reduction programs;
    
    charges resulting from replacing existing equipment or technology with new or improved
equipment or technology as part of our strategy to expand our manufacturing capacity and
to decrease our per unit manufacturing cost;
    
    developments in the competitive environment, including the introduction of new products
or technological advancements by our competitors;
    
    the timing of adding the personnel necessary to execute our growth plan; and
    
    the other risks and uncertainties described in Risk Factors.
  Because we do not intend to pay dividends on our common stock, stockholders will benefit from an
investment in our common stock only if it appreciates in value.
  We are subject to anti-takeover provisions in our charter and by-laws and under Delaware law that
could delay or prevent an acquisition of our company, even if the acquisition would be beneficial
to our stockholders.
 29




---



##### Table of Contents



We can issue shares of preferred stock that may adversely affect the rights of a stockholder of our
common stock.
  
    
    adversely affect the voting power of the stockholders of our common stock;
    
    discourage bids for our common stock at a premium and make it more
difficult for a third party to acquire a majority of our common stock;
    
    limit or eliminate any payments that the stockholders of our common stock
could expect to receive upon our liquidation; or
    
    otherwise adversely affect the market price of our common stock.
  
 ITEM 2. PROPERTIES.
    
 ITEM 3. LEGAL PROCEEDINGS.
  30




---



##### Table of Contents



Litigation with Barclays and Lehman Brothers.
   Noise Noncompliance Proceedings for our Devens Manufacturing Facility.
    
 PART II
 
 ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES:
 Market for Our Common Stock
  31




---



##### Table of Contents



High
    
    LowYear ended December 31, 2008First Quarter
    
    $
    18.62
    
    
    $
    7.52Second Quarter
    
    $
    12.64
    
    
    $
    8.08Third Quarter
    
    $
    10.63
    
    
    $
    3.30Fourth Quarter
    
    $
    6.14
    
    
    $
    1.89Year ended December 31, 2009First Quarter
    
    $
    3.79
    
    
    $
    1.00Second Quarter
    
    $
    2.96
    
    
    $
    1.70Third Quarter
    
    $
    2.45
    
    
    $
    1.57Fourth Quarter
    
    $
    1.86
    
    
    $
    1.37
  Dividend Policy
  Equity Compensation Plan Information
  STOCK PERFORMANCE GRAPH
  32




---



##### Table of Contents



COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG EVERGREEN SOLAR, INC., 
NASDAQ MARKET INDEX AND HEMSCOTT GROUP
INDEX (1)(2)
 
 ASSUMES $100 INVESTED ON JAN. 01, 2005
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2009
 12/31/04
    
    12/31/05
    
    12/31/06
    
    12/31/07
    
    12/31/08
    
    12/31/09Evergreen Solar, Inc.
    
    $
    100.00
    
    
    $
    243.71
    
    
    $
    173.23
    
    
    $
    395.19
    
    
    $
    73.00
    
    
    $
    34.55HemScott Group Index
    
    $
    100.00
    
    
    $
    98.75
    
    
    $
    107.49
    
    
    $
    133.60
    
    
    $
    63.30
    
    
    $
    86.21NASDAQ Market Index
    
    $
    100.00
    
    
    $
    102.20
    
    
    $
    112.68
    
    
    $
    124.57
    
    
    $
    74.71
    
    
    $
    108.56
 
 (1)
    
    This Stock Performance Graph is not soliciting
material, is not deemed filed with the Securities
and Exchange Commission and shall not be incorporated
by reference in any of our filings under the
Securities Act of 1933 or the Securities Exchange Act
of 1934, whether made before or after the date hereof
and irrespective of any general incorporation
language in any such filing.(2)
    
    Information used to prepare this Stock
Performance Graph was obtained from Hemscott, Inc., a
source believed to be reliable, but we are not
responsible for any errors or omissions in such
information. 33




---



##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA.
  Consolidation Debt
Conversion and Other
 34




---



##### Table of Contents



Year Ended December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009STATEMENT OF OPERATIONS DATA:Revenues:Product
    
    $
    43,627
    
    
    $
    102,252
    
    
    $
    58,334
    
    
    $
    95,245
    
    
    $
    267,112Royalty and fee
    
    
    
    
    
    
    
    
    
    
    11,532
    
    
    
    16,714
    
    
    
    4,736Total Revenues
    
    
    43,627
    
    
    
    102,252
    
    
    
    69,866
    
    
    
    111,959
    
    
    
    271,848Cost of revenues
    
    
    39,954
    
    
    
    90,310
    
    
    
    52,838
    
    
    
    93,073
    
    
    
    253,484Gross profit
    
    
    3,673
    
    
    
    11,942
    
    
    
    17,028
    
    
    
    18,886
    
    
    
    18,364Operating Expenses:Research and development
    
    
    10,622
    
    
    
    18,390
    
    
    
    20,594
    
    
    
    22,039
    
    
    
    18,058Selling, general and administrative
    
    
    12,708
    
    
    
    21,890
    
    
    
    20,608
    
    
    
    23,868
    
    
    
    26,260Write-off of loan receivable from silicon supplier
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,882Equipment write-offs
    
    
    
    
    
    
    1,526
    
    
    
    
    
    
    
    8,034
    
    
    
    6,008Facility start-up
    
    
    
    
    
    
    
    
    
    
    1,404
    
    
    
    30,623
    
    
    
    10,107Restructuring charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,413
    
    
    
    11,940Total operating expenses
    
    
    23,330
    
    
    
    41,806
    
    
    
    42,606
    
    
    
    114,977
    
    
    
    116,255Operating loss
    
    
    (19,657
    )
    
    
    (29,864
    )
    
    
    (25,578
    )
    
    
    (96,091
    )
    
    
    (97,891
    )Other income (expense), net
    
    
    1,146
    
    
    
    1,851
    
    
    
    6,806
    
    
    
    249
    
    
    
    (19,602
    )Loss before noncontrolling interest, equity income (loss) and impairment of investment
    
    
    (18,511
    )
    
    
    (28,013
    )
    
    
    (18,772
    )
    
    
    (95,842
    )
    
    
    (117,493
    )Equity income (loss) from interest in Sovello AG
    
    
    
    
    
    
    495
    
    
    
    2,170
    
    
    
    8,435
    
    
    
    (29,748
    )Impairment and other charges associated with equity investment in Sovello AG
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (126,057
    )Income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,090
    )Net loss including noncontrolling interest
    
    
    (18,511
    )
    
    
    (27,518
    )
    
    
    (16,602
    )
    
    
    (87,407
    )
    
    
    (265,208
    )Net loss attributable to noncontrolling interest
    
    
    1,195
    
    
    
    849
    
    
    
    
    
    
    
    
    
    
    
    Net loss attributable to Evergreen Solar, Inc.
    
    $
    (17,316
    )
    
    $
    (26,669
    )
    
    $
    (16,602
    )
    
    $
    (87,407
    )
    
    $
    (265,208
    )Net loss per share attributable to Evergreen Solar, Inc. (basic and diluted)
    
    $
    (0.29
    )
    
    $
    (0.41
    )
    
    $
    (0.19
    )
    
    $
    (0.67
    )
    
    $
    (1.41
    )Weighted average shares used in computing basic and
diluted net loss per share
    
    
    59,631
    
    
    
    65,662
    
    
    
    86,799
    
    
    
    130,675
    
    
    
    187,777
 As of December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009BALANCE SHEET DATA:Cash, cash equivalents and marketable securities *
    
    $
    116,207
    
    
    $
    49,421
    
    
    $
    140,703
    
    
    $
    177,509
    
    
    $
    112,368Investment in and advances to Sovello AG
    
    
    
    
    
    
    70,460
    
    
    
    87,894
    
    
    
    115,553
    
    
    
    Working capital
    
    
    124,404
    
    
    
    57,590
    
    
    
    112,228
    
    
    
    158,753
    
    
    
    172,234Total assets
    
    
    228,959
    
    
    
    207,251
    
    
    
    553,255
    
    
    
    1,004,907
    
    
    
    824,309Subordinated convertible notes
    
    
    90,000
    
    
    
    90,000
    
    
    
    90,000
    
    
    
    
    
    
    
    Senior convertible notes, net of discount
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    311,531
    
    
    
    323,276Total stockholders equity
    
    
    98,673
    
    
    
    92,847
    
    
    
    393,293
    
    
    
    583,083
    
    
    
    395,643
 
 *
    
    Includes restricted cash at December 31, 2007 35




---



##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 EXECUTIVE OVERVIEW
        36




---



##### Table of Contents




    
    We will manufacture String Ribbon wafers using our state-of-the-art Quad furnaces
at a leased facility being built by Jiawei in Wuhan, China on Jiaweis campus.
    
    Jiawei will convert the String Ribbon wafers into Evergreen Solar-branded panels on
a contract manufacturing basis.
    
    We will reimburse Jiawei for its cell and panel conversion costs, plus a contract
manufacturing fee. The actual price paid to Jiawei will be negotiated annually.
    
    Evergreen Solar has invested $17 million in cash and equipment in the Wuhan wafer
manufacturing operation to date. HSTIC has provided us $33 million of 7.5% financing,
which we must repay no later than July 2014. Jiawei will make a similar investment for its
cell and panel operations with the support of HSTIC.
    
    Initial capacity is expected to be approximately 100 MW. Factory construction has
begun and the parties expect that wafer, cell and panel production will begin in mid-2010.
    
    The parties intend to expand production capacity of their respective manufacturing
operations to approximately 500 MW by 2012, the timing and extent of any potential
expansion will be determined in 2010.
    
    
    Capital required for our Wuhan, China expansion of about $50 million;
    
    Final acceptance payments on equipment for Devens of about $7 million;
 37




---



##### Table of Contents




    
    First phase of our Midland filament factory of about $3 million;
    
    Sustaining capital of about $7 million;
    
    Estimated payments for Sovello matters of about $15 million; and
    
    Debt service of about $15 million.
   
    
    the need to maintain the Devens facility at a minimum of 75% capacity, or 30 MW per
quarter, and stabilization of panel pricing at about $2.00 per watt, with sales made to
creditworthy customers;
    
    higher than planned manufacturing costs and failing to achieve expected Devens
operating metrics, with any delays in our plan to transition panel assembly to China
resulting in continued higher costs that could impair business operations;
    
    continued significant fluctuation of the Euro against the U.S. dollar, as a
substantial portion of the contracted sales are denominated in Euros;
    
    the ability of Jiawei to execute against its plans to meet our required timetables;
and
    
    increased funding requirements for Sovello to potentially address the loss of any
prior or expected government grant funding for Sovello (see Note 5 of our consolidated
financial statements).
  
    
    continually monitoring our operating results against expectations and, if required,
further restricting operating costs and capital spending if events warrant;
    
    if conditions allow, possibly accessing the capital markets to meet liquidity and
capital expenditure requirements; and
    
    negotiating with a number of banks to secure a borrowing base line of credit,
without a minimum cash requirement as was required under our previous line of credit,
supported by the expected significant increase in our accounts receivable, inventory and
overall working capital and possibly hedging a portion of our exposure to fluctuations in
the U.S. dollar / Euro exchange rate to limit any adverse impacts; but there can be no
assurance that hedges can be put in place at terms acceptable to us or that such hedging
activities will be effective.
 38




---



##### Table of Contents



CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Accounting for Sovello AG
 Investments
  39




---



##### Table of Contents



Revenue Recognition and Allowance for Doubtful Accounts
   Warranty
   Stock-based Compensation
 Stock Compensation
 40




---



##### Table of Contents



Inventory
  Impairment of Long-lived Assets
  41




---



##### Table of Contents



Income Taxes
  Results of Operations
 Description of Our Revenues, Costs and Expenses
 Revenues
 Cost of revenues
 Research and development expenses
 Selling, general and administrative expenses
 Facility start-up.
 Restructuring charges
 Other income (expense), net
 42




---



##### Table of Contents



Equity income (loss) from interest in Sovello AG and impairment of investment.
 COMPARISON OF YEARS ENDED DECEMBER 31, 2009 AND 2008
 Revenues
   2008
    
    2009By geography:United States
    
    
    58
    %
    
    
    26
    %Germany
    
    
    28
    %
    
    
    52
    %All other
    
    
    14
    %
    
    
    22
    %100
    %
    
    
    100
    %By customer:IBC Solar AG
    
    
    4
    %
    
    
    17
    %Ralos Vertriebs GmbH
    
    
    15
    %
    
    
    15
    %Wagner & Co. Solartechnik GmbH
    
    
    1
    %
    
    
    14
    %SunPower Corporation
    
    
    31
    %
    
    
    All other
    
    
    49
    %
    
    
    54
    %100
    %
    
    
    100
    %
 Cost of product revenues and gross margin
 43




---



##### Table of Contents



Research and development expenses
 Selling, general and administrative expenses
 Write-off of loan receivable from silicon supplier.
 Equipment write-offs.
 Facility start-up.
 44




---



##### Table of Contents



Restructuring charges.
 Other income (expense) net.
 Equity income (loss) from interest in Sovello AG and impairment of investment.
  Net loss.
 COMPARISON OF YEARS ENDED DECEMBER 31, 2008 AND 2007
 Revenues
 45




---



##### Table of Contents



2007
    
    2008By geography:United States
    
    
    82
    %
    
    
    58
    %Germany
    
    
    7
    %
    
    
    28
    %All other
    
    
    11
    %
    
    
    14
    %100
    %
    
    
    100
    %By customer:SunPower Corporation
    
    
    31
    %
    
    
    31
    %Ralos Vertriebs GmbH
    
    
    1
    %
    
    
    15
    %SunEdison
    
    
    14
    %
    
    
    2
    %groSolar
    
    
    12
    %
    
    
    4
    %All other
    
    
    42
    %
    
    
    48
    %100
    %
    
    
    100
    %
 Cost of product revenues and gross margin
 Research and development expenses
 46




---



##### Table of Contents



Selling, general and administrative expenses
 Equipment write-offs.
 Facility start-up.
 Restructuring charges.
 Other income (expense) net.
 Equity income from interest in Sovello AG.
 47




---



##### Table of Contents



Net loss.
 LIQUIDITY AND CAPITAL RESOURCES
   Write-off of loan receivable from
silicon supplier
 48




---



##### Table of Contents



49




---



##### Table of Contents



Sovello AG Loans, Debt Guarantees and Undertakings
    50




---



##### Table of Contents




    
    in the event that the cost of completing Sovello 3 exceeds budget;
    
    if any government grants are required to be repaid by Sovello or are not provided to
Sovello as previously approved; or
    
    under certain conditions, in the event that Sovello is in violation of its financial
covenants associated with its loan with the bank syndicate.
      Liquidity Risk and Uncertainty
  
    
    Capital required for our Wuhan, China expansion of about $50 million;
    
    Final acceptance payments on equipment for Devens of about $7 million;
    
    First phase of our Midland filament factory of about $3 million;
    
    Sustaining capital of about $7 million;
    
    Estimated payments for Sovello matters of about $15 million; and
    
    Debt service of about $15 million.
  51




---



##### Table of Contents




    
    the need to maintain the Devens facility at a minimum of 75% capacity, or 30 MW per
quarter, and stabilization of panel pricing at about $2.00 per watt, with sales made to
creditworthy customers;
    
    higher than planned manufacturing costs and failing to achieve expected Devens
operating metrics, with any delays in our plan to transition panel assembly to China
resulting in continued higher costs that could impair business operations;
    
    continued significant fluctuation of the Euro against the U.S. dollar, as a
substantial portion of the contracted sales are denominated in Euros;
    
    the ability of Jiawei to execute against its plans to meet our required timetables;
and
    
    increased funding requirements for Sovello to potentially address the loss of any
prior or expected government grant funding for Sovello (see Note 5 of our consolidated
financial statements).
  
    
    continually monitoring our operating results against expectations and, if required,
further restricting operating costs and capital spending if events warrant;
    
    if market conditions allow, possibly accessing the capital markets to meet
liquidity and capital expenditure requirements;
    
    negotiating with a number of banks to secure a borrowing base line of credit,
without a minimum cash requirement as was required under our line of credit, supported by
the expected significant increase in our accounts receivable, inventory and overall
working capital; and
    
    possibly hedging a portion of our exposure to fluctuations in the U.S. dollar /
Euro exchange rate to limit any adverse exposure; but there can be no assurance that
hedges can be put in place at terms acceptable to us or that such hedging activities will
be effective.
  Contractual Obligations
  Total
    
    
    Less thanYears
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    After 5 YearsNon-cancelable operating leases
    
    $
    4,638
    
    
    $
    2,244
    
    
    $
    2,386
    
    
    $
    8
    
    
    $
    Maturity of Senior Convertible Debt
    
    
    373,750
    
    
    
    
    
    
    
    373,750
    
    
    
    
    
    
    
    Interest expense associated with
Senior Convertible Debt
    
    
    59,800
    
    
    
    14,950
    
    
    
    44,850
    
    
    
    
    
    
    
    Capital expenditure obligations
    
    
    14,654
    
    
    
    14,654
    
    
    
    
    
    
    
    
    
    
    
    Sovello
obligations
    
    
    15,425
    
    
    
    15,425
    
    
    
    
    
    
    
    
    
    
    
    Raw materials purchase commitments
    
    
    489,316
    
    
    
    90,978
    
    
    
    252,273
    
    
    
    129,322
    
    
    
    16,743Total contractual cash
obligations
    
    $
    957,583
    
    
    $
    138,251
    
    
    $
    673,259
    
    
    $
    129,330
    
    
    $
    16,743
 52




---



##### Table of Contents



53




---



##### Table of Contents



INCOME TAXES
 Stock Compensation
 Taxes
  RECENT ACCOUNTING PRONOUNCEMENTS
 Earning Per Share
 Financial Instruments Fair Value Measurements and Disclosures
 Fair Value Measurements and Disclosures
 Debt and Equity
 54




---



##### Table of Contents



Revenue Recognition Fair Value Measurements and
Disclosures
 Debt
 Fair Value Measurements and Disclosures
 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 INTEREST RATE RISK
  55




---



##### Table of Contents



FOREIGN CURRENCY EXCHANGE RATE RISK
     
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
   56




---



##### Table of Contents



Internal Control Over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting.
  Internal Control -
Integrated Framework Internal Control  Integrated
Framework
   
 ITEM 9B. OTHER INFORMATION.
   
 PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
  Name
    
    Age
    
    PositionRichard M. Feldt
    
    
    58
    
    
    Chief Executive Officer, President and Chairman
of the Board of DirectorsMichael El-Hillow
    
    
    58
    
    
    Chief Financial Officer, Chief Operations
Officer and SecretaryRichard G. Chleboski
    
    
    44
    
    
    Vice President, Strategy and Business DevelopmentDr. Lawrence Felton
    
    
    48
    
    
    Vice President, Science and Engineering
 57




---



##### Table of Contents



Name
    
    Age
    
    PositionGary T. Pollard
    
    
    50
    
    
    Vice President, Human ResourcesCarl Stegerwald
    
    
    58
    
    
    Vice President, Construction Management and
Facilities EngineeringDr. Brown F. Williams
    
    
    69
    
    
    Chief Technical OfficerTom L. Cadwell (1)(2)
    
    
    64
    
    
    DirectorAllan H. Cohen (1)(3)
    
    
    59
    
    
    DirectorDr. Peter W. Cowden (2)(3)
    
    
    58
    
    
    DirectorEdward C. Grady (1)(3)
    
    
    62
    
    
    Lead Outside DirectorDr. Susan F. Tierney (2)
    
    
    58
    
    
    Director
 
 (1)
    
    Member of the Audit Committee.(2)
    
    Member of the Nominating and Corporate Governance Committee.(3)
    
    Member of the Compensation Committee. Class I Directors (Term Expiring in 2010):
 Richard M. Feldt
  Edward C. Grady
  Class II Director Nominee (Term Expiring in 2011):
 Allan H. Cohen
 58




---



##### Table of Contents



Dr. Susan F. Tierney
  59




---



##### Table of Contents



Class III Directors (Term Expiring in 2012):
 Tom L. Cadwell
  Dr. Peter W. Cowden
  Non-Director Executive Officers:
 Richard G. Chleboski
 Dr. Lawrence Felton
 Michael El-Hillow
 60




---



##### Table of Contents



Gary T. Pollard
 Carl Stegerwald
 Dr. Brown F. Williams
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Business Conduct and Ethics
  61




---



##### Table of Contents



www.evergreensolar.com
 www.evergreensolar.com
 Audit Committee
    www.evergreensolar.com.
 Director Nominations
  62




---



##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION.
 COMPENSATION
DISCUSSION AND ANALYSIS
 Overview
  
    
    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
   
    
    recommendations from the Chief Executive Officer based on individual executive
performance and appropriate benchmark data;
    
    our goal of having a portion of each executive officers compensation contingent upon
the achievement of specific predetermined corporate and individual 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 portion of executive officer compensation is paid in the form of equity-based
incentives to closely link stockholder and executive interests.
   63




---



##### Table of Contents



Applied Micro Circuits Corp.
    
    First Solar, Inc.
    
    Opnext, Inc.Atheros Communications
    
    Hittite Microwave Corporation
    
    Semtech CorporationATMI, Inc.
    
    MEMC Electronic Materials, Inc.
    
    SunPower CorporationCree, Inc.
    
    Microsemi Corporation
    
    Tessara Technologies, Inc.Energy Conversion Devices, Inc.
    
    Monolithic Power Systems, Inc.
  Executive Compensation Philosophy
 th th
 
    
    Establish base 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 total direct compensation (base salary, bonus and equity) at the 75th
percentile.
  Elements of Compensation
 Base Salary
   th
 64




---



##### Table of Contents



Name
    
    2009 Base SalaryRichard M. Feldt
    
    $
    500,000Michael El-Hillow
    
    $
    338,000Richard G. Chleboski
    
    $
    239,200Dr. Lawrence Felton
    
    $
    225,000Dr. Brown F. Williams
    
    $
    338,000
  Annual Incentive Cash Bonuses
   Target Annual
    
    2009 BonusName
    
    Bonus
    
    Paid in 2010Richard M. Feldt
    
    
    100
    %
    
    $
    479,991Michael El-Hillow
    
    
    75
    %
    
    $
    253,500Richard G. Chleboski
    
    
    75
    %
    
    $
    162,357Dr. Lawrence Felton
    
    
    75
    %
    
    $
    156,933Dr. Brown F. Williams
    
    
    75
    %
    
    $
    223,080
   
    
    Net Cash Provided by Operating Activities
    
    Devens Output (in Watts)
 65




---



##### Table of Contents




    
    Cost per Watt (1)
 
 (1)
    
    Defined as all material, labor, overhead and capital costs necessary to produce the
product.   Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4Bonus
    
    
    
    
    
    
    Bonus
    
    
    
    
    
    
    Bonus
    
    
    
    
    
    
    BonusGoal
    
    
    Percent
    
    
    Goal
    
    
    Percent
    
    
    Goal
    
    
    Percent
    
    
    Goal
    
    
    PercentCorporate-Wide GoalsNet Cash Provided by (Used in)
Operating ActivitiesMaximum
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15,000
    
    
    
    15.00
    %
    
    $
    25,000
    
    
    
    15.00
    %Target
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (2,800
    )
    
    
    10.00
    %
    
    $
    2,300
    
    
    
    10.00
    %Minimum
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (5,000
    )
    
    
    5.00
    %
    
    $
    
    
    
    
    5.00
    %Devens Output (W in 000)Maximum
    
    
    18,728
    
    
    
    14.00
    %
    
    
    30,075
    
    
    
    10.50
    %
    
    
    35,000
    
    
    
    11.75
    %
    
    
    35,000
    
    
    
    11.75
    %Target
    
    
    17,025
    
    
    
    10.00
    %
    
    
    27,341
    
    
    
    7.50
    %
    
    
    33,000
    
    
    
    8.75
    %
    
    
    34,000
    
    
    
    8.75
    %Minimum
    
    
    15,323
    
    
    
    6.00
    %
    
    
    24,607
    
    
    
    4.50
    %
    
    
    30,000
    
    
    
    5.75
    %
    
    
    30,000
    
    
    
    5.75
    %Cost per WattMaximum
    
    
    
    
    
    
    
    
    
    $
    2.49
    
    
    
    7.00
    %
    
    $
    2.00
    
    
    
    25.00
    %
    
    $
    1.90
    
    
    
    25.00
    %Target
    
    
    
    
    
    
    
    
    
    $
    2.62
    
    
    
    5.00
    %
    
    $
    2.20
    
    
    
    10.00
    %
    
    $
    2.00
    
    
    
    20.00
    %Minimum
    
    
    
    
    
    
    
    
    
    $
    2.82
    
    
    
    3.00
    %
    
    $
    2.25
    
    
    
    5.00
    %
    
    $
    2.10
    
    
    
    15.00
    %Actual ResultsCash Flow from Operating Activities
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    $
    11,217
    
    
    
    13.9
    %
    
    $
    16,949
    
    
    
    13.2
    %Devens Output
    
    
    18,300
    
    
    
    13.0
    %
    
    
    23,612
    
    
    NONE
    
    
    30,721
    
    
    
    6.5
    %
    
    
    33,896
    
    
    
    8.7
    %Cost per Watt
    
    
    N/A
    
    
    
    
    
    
    $
    2.70
    
    
    
    4.20
    %
    
    $
    2.24
    
    
    
    6.0
    %
    
    $
    2.05
    
    
    
    17.5
    %Bonus EarnedBy Quarter
    
    
    
    
    
    
    13.0
    %
    
    
    
    
    
    
    4.2
    %
    
    
    
    
    
    
    26.4
    %
    
    
    
    
    
    
    39.4
    %Cumulative
    
    
    
    
    
    
    13.0
    %
    
    
    
    
    
    
    17.2
    %
    
    
    
    
    
    
    43.6
    %
    
    
    
    
    
    
    83.0
    %
 Summary
Compensation Table
  66




---



##### Table of Contents



Long-Term Equity Incentive Awards
   Name
    
    Restricted Stock Award
    
    Stock Option AwardRichard M. Feldt
    
    185,000 Shares
    
    
    250,000 OptionsMichael El-Hillow
    
    87,000 Shares
    
    
    115,000 OptionsRichard G. Chleboski
    
    58,000 Shares
    
    
    75,500 OptionsDr. Lawrence Felton
    
    33,500 Shares
    *
    
    33,500 Options
    *Dr. Brown F. Williams
    
    87,000 Shares
    
    
    115,000 Options
 
 *
    
    Includes Restricted Stock Award and Stock Options awarded as part of Dr. Feltons promotion to
Vice President, Science & Engineering.   Other Compensation
  67




---



##### Table of Contents



Executive Change of Control Severance Agreements and Other Agreements
  Equity Provisions
  Cash Severance and Continued Benefits
    68




---



##### Table of Contents



Tax Deductibility of Executive Compensation
   REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
   Respectfully submitted by the Compensation Committee,THE COMPENSATION COMMITTEEDr. Peter W. Cowden (Chair) 
Edward C. Grady 
Allan H. Cohen
 Compensation Committee Interlocks and Insider Participation
  69




---



##### Table of Contents



Summary Compensation Table
  (h)Change in PensionValue and(g)
    
    Nonqualified(f)
    
    Non-Equity
    
    Deferred
    
    (i)(c)
    
    (d)
    
    (e)
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All Other(a)
    
    (b)
    
    Salary
    
    Bonus
    
    Stock Awards
    
    Grants
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName and Principal Position(s)
    
    Year
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)(4)(5)(6)(7)
    
    ($)(7)
    
    ($)
    
    ($)
    
    ($)(8)(9)
    
    ($)Richard M. Feldt
    
    
    2009
    
    
    
    527,885
    
    
    
    479,990
    
    
    
    344,100
    
    
    
    440,200
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    1,792,175Chief Executive Officer,
    
    
    2008
    
    
    
    507,692
    
    
    
    332,494
    
    
    
    778,000
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    1,618,186President and
Chairman of the
    
    
    2007
    
    
    
    396,154
    
    
    
    400,000
    
    
    
    429,000
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    1,225,154Board of DirectorsMichael El-Hillow,
    
    
    2009
    
    
    
    352,300
    
    
    
    253,500
    
    
    
    161,820
    
    
    
    202,492
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    750
    
    
    
    970,862Chief Financial
Officer, Chief Operations Officer and
    
    
    2008
    
    
    
    351,900
    
    
    
    168,578
    
    
    
    311,200
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    57,360
    
    
    
    889,038Secretary
    
    
    2007
    
    
    
    318,750
    
    
    
    268,082
    
    
    
    1,716,000
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    27,907
    
    
    
    2,330,739Richard G.
Chleboski,
    
    
    2009
    
    
    
    236,900
    
    
    
    162,357
    
    
    
    107,880
    
    
    
    132,940
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    750
    
    
    
    640,827Vice President,
Strategy and
    
    
    2008
    
    
    
    244,331
    
    
    
    119,301
    
    
    
    130,315
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    750
    
    
    
    494,697Business Development
    
    
    2007
    
    
    
    231,385
    
    
    
    172,500
    
    
    
    171,600
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    750
    
    
    
    576,235Dr. Lawrence Felton,
    
    
    2009
    
    
    
    189,471
    
    
    
    156,933
    
    
    
    63,310
    
    
    
    56,104
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    465,818Vice President,
Science and
    
    
    2008
    
    
    
    179,624
    
    
    
    58,184
    
    
    
    103,000
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    340,808Engineering
    
    
    2007
    
    
    
    160,365
    
    
    
    80,000
    
    
    
    80,400
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    320,765Dr. Brown F.
Williams,
    
    
    2009
    
    
    
    317,850
    
    
    
    223,080
    
    
    
    161,820
    
    
    
    202,492
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    750
    
    
    
    905,992Chief Technology
Officer
    
    
    2008
    
    
    
    336,500
    
    
    
    168,578
    
    
    
    311,200
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    750
    
    
    
    817,0282007
    
    
    
    321,154
    
    
    
    243,750
    
    
    
    214,500
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    779,404
 
 (1)
    
    Salaries for certain named executive officers include amounts paid in lieu of
paid time off per a Company policy that allowed any employees to cash out paid time off
in light of a busier than usual workload during the year.  The base salary in 2009 for each
named executive officer was reduced by a 10% company-wide pay reduction that was in effect from
April through October of 2009.(2)
    
    Represents bonuses earned during the fiscal year and paid in the following fiscal year. Mr.
El-Hillows 2007 bonus includes a one time sign-on of $25,000. In 2009, Mr. Feldt received
$65,000 of his bonus based on the accomplishment of four individual objectives, including raising
 capital, finalizing a subcontract arrangement in China, achieving key manufacturing operating
metrics and managing matters involving Sovello; Mr. El-Hillow received $43,095 of his bonus based
on the accomplishment of four individual objectives, including raising capital, finalizing a
subcontract arrangement in China, assuming responsibility for and managing the Devens noise
problem, and accomplishing key objectives in his new additional role
as Chief Operations Officer;
Mr. Chleboski received $13,455 of his bonus based on the accomplishment of three individual objectives,
including developing a cell and panel expansion strategy, developing Evergreens downstream integration
strategy and managing matters involving Sovello; Dr. Felton received $16,875 of his bonus based on the
accomplishment of four individual objectives, including completion of pilot production for the Midland
factory, design completion of the Quad furnace for the China wafer facility, development of multiwire
and accomplishment of manufacturing yield and efficiency targets; and Dr. Williams received $12,675 of
his bonus based on the accomplishment of one individual objective,
namely establishment of a plan to
implement multiwire production in China.(3)
    
    We did not grant any stock appreciation rights or make any long-term incentive plan payouts
to the Named Executive Officers during Fiscal 2009.(4)
    
    Mr. El-Hillows 2007 restricted stock grant was based on his commencement of employment with
the Company and was granted on February 12, 2007. Dr. Feltons 2009 restricted stock awards
and option grants each include 25,000 shares which were granted at the time of his promotion
to Vice President, Science and Engineering, on June 8, 2009.(5)
    
    The stock awards and option grants include grants to the Named Executive Officers based on
performance for the year ended December 31, 2008, but awarded in 2009. Mr. Feldt received a
restricted stock grant of 185,000 shares, Mr. El-Hillow and Dr. Williams each received
restricted stock grants of 87,000 shares, Mr. Chleboski received a restricted stock grant of
58,000 shares and Dr. Felton received restricted stock grants of 33,500 shares (25,000 shares
of which were based on his promotion to Vice President, Science and Engineering). Mr. Feldt
received a stock option award of 250,000 shares, Mr. El-Hillow and Dr. Williams each received
stock option awards of 115,000, Mr. Chleboski received a stock option award of 75,500 shares
and Dr. Felton received stock option awards of 33,500 shares (25,000 shares of which were
based on his promotion to Vice President, Science and Engineering). These restricted shares
vest over four years with a starting 70




---



##### Table of Contents



vesting date of March 1, 2009. The stock option awards are valued using the Black-Scholes
method and vest over 4 years with a starting vesting date of March 1, 2009.(6)
    
    Performance-based restricted stock awards were granted to the Named Executive Officers on
February 12, 2007. For fiscal year 2007, Mr. Feldt received 300,000 restricted shares, while
Mr. El-Hillow, 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 aggregate fair market value of the grants was $8.58 per share at
time of issuance. 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 value of the shares has not been
included in the stock awards column for 2007.(7)
    
    See Note 11 of our consolidated financial statements for further information on the valuation of equity awards.(8)
    
    Mr. El-Hillow received $27,157 and $56,610 during fiscal 2007 and 2008, respectively, for
relocation fees as part of his commencement of employment with the company. No Named
Executive Officers received any other perquisites or other personal benefits in excess of
$10,000 during fiscal 2009, 2008 or 2007. 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.(9)
    
    Amounts for Messrs. El-Hillow (2007, 2008 and 2009), Chleboski (2007, 2008 and 2009) and
Williams (2008 and 2009) include matching contributions to the 401(k) plan account of the
Named Executive Officer. Grants of Plan-Based Awards
  (i)All Other StockAwards:
    
    (l)Number of
    
    Grant Date Fair(b)
    
    
    Shares of Stock
    
    Value of Stock and(a)
    
    Grant
    
    
    or Units
    
    Option AwardsName
    
    Date
    
    
    (#)(1)(2)
    
    ($)(3)Richard M. Feldt
    
    
    6/1/2009
    
    
    
    
    435,000
    
    
    
    784,300Michael El-Hillow
    
    
    6/1/2009
    
    
    
    
    202,000
    
    
    
    364,312Richard G. Chleboski
    
    
    6/1/2009
    
    
    
    
    133,500
    
    
    
    240,820Dr. Lawrence Felton
    
    
    6/1/2009
    
    
    
    
    67,000
    
    
    
    119,414Dr. Brown F.
Williams
    
    
    6/1/2009
    
    
    
    
    202,000
    
    
    
    364,312
 
 (1)
    
    Mr. Feldt received restricted stock grants of 185,000 shares, Mr. El-Hillow and Dr.
Williams received restricted stock grants of 87,000 each, Mr. Chleboski received restricted
stock grants of 58,000 and Dr. Felton received restricted stock grants of 33,500 shares
(25,000 were based on his promotion to Vice President, Science and Engineering). These
restricted stock grants vest over four years.(2)
    
    Mr. Feldt received stock option awards of 250,000 shares, Mr. El-Hillow and Dr. Williams
received stock option awards of 115,000 each, Mr. Chleboski received stock option awards of
75,500 and Dr. Felton received stock option awards of 33,500 shares (25,000 were based on his
promotion to Vice President, Science and Engineering). These option awards vest over four
years.(3)
    
    Grant date value is used for the valuation of all restricted stock awards. The stock option
awards are valued using the Black-Scholes method. Outstanding Equity Awards at Fiscal Year-End
  71




---



##### Table of Contents



Options
    
    Stock AwardsEquity
    
    EquityIncentive
    
    Incentive PlanEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    Awards:Incentive Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Market orAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Payout ValueNumber of
    
    
    
    
    
    
    
    
    
    Number of
    
    
    
    
    
    Unearned
    
    of UnearnedNumber of
    
    Number of
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Market Value
    
    Shares, Units
    
    Shares, UnitsSecurities
    
    Securities
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    of Share or
    
    or Other
    
    or OtherUnderlying
    
    Underlying
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock That
    
    Units of Stock
    
    Rights That
    
    Rights ThatUnexercised
    
    Unexercised
    
    Unearned
    
    Exercise
    
    Option
    
    Have Not
    
    That Have
    
    Have Not
    
    Have NotOptions (#)
    
    Options (#)
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Not Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    (#)(2)
    
    ($)
    
    (#)(1)
    
    ($)Richard M. Feldt
    
    
    1,638,000
    
    
    
    
    
    
    
    
    
    
    
    1.61
    
    
    
    12/10/2013250,000
    
    
    
    
    
    
    
    
    
    
    
    7.30
    
    
    
    3/3/2015112,500
    
    
    
    37,500
    
    
    
    
    
    
    
    15.09
    
    
    
    2/24/2016
    
    
    
    250,000
    
    
    
    
    
    
    
    2.24
    
    
    
    6/1/201925,000
    
    
    
    37,75075,000
    
    
    
    113,250185,000
    
    
    
    279,350300,000
    
    
    
    453,000300,000
    
    
    
    453,000Michael El-Hillow
    
    
    6,192
    
    
    
    
    
    
    
    
    
    
    
    6.51
    
    
    
    7/14/20153,750
    
    
    
    
    
    
    
    
    
    
    
    11.44
    
    
    
    12/7/20157,500
    
    
    
    
    
    
    
    
    
    
    
    12.42
    
    
    
    6/7/20165,000
    
    
    
    
    
    
    
    
    
    
    
    12.42
    
    
    
    6/7/2016
    
    
    
    115,000
    
    
    
    
    
    
    
    2.24
    
    
    
    6/1/2019100,000
    
    
    
    151,00030,000
    
    
    
    45,30087,000
    
    
    
    131,370100,000
    
    
    
    151,000Richard G. Chleboski
    
    
    23,094
    
    
    
    
    
    
    
    
    
    
    
    2.17
    
    
    
    1/11/20106,928
    
    
    
    
    
    
    
    
    
    
    
    4.55
    
    
    
    5/31/201034,642
    
    
    
    
    
    
    
    
    
    
    
    14.00
    
    
    
    11/1/201015,000
    
    
    
    
    
    
    
    
    
    
    
    2.59
    
    
    
    12/7/2011215,000
    
    
    
    
    
    
    
    
    
    
    
    2.00
    
    
    
    11/17/201350,000
    
    
    
    
    
    
    
    
    
    
    
    7.30
    
    
    
    3/3/201530,000
    
    
    
    10,000
    
    
    
    
    
    
    
    15.09
    
    
    
    2/24/2016
    
    
    
    75,500
    
    
    
    
    
    
    
    2.24
    
    
    
    6/1/201910,000
    
    
    
    15,10012,563
    
    
    
    18,97058,000
    
    
    
    87,580100,000
    
    
    
    151,000100,000
    
    
    
    151,000Dr. Lawrence Felton
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    9/26/2015
    
    
    
    8,500
    
    
    
    
    
    
    
    2.24
    
    
    
    6/1/2019
    
    
    
    25,000
    
    
    
    
    
    
    
    2.24
    
    
    
    6/8/2019375
    
    
    
    5663,750
    
    
    
    5,6637,500
    
    
    
    11,3258,500
    
    
    
    12,83525,000
    
    
    
    37,750Dr. Brown F.
Williams
    
    
    923
    
    
    
    
    
    
    
    
    
    
    
    4.55
    
    
    
    3/14/2010923
    
    
    
    
    
    
    
    
    
    
    
    4.55
    
    
    
    5/31/2010923
    
    
    
    
    
    
    
    
    
    
    
    4.55
    
    
    
    7/10/2010923
    
    
    
    
    
    
    
    
    
    
    
    6.50
    
    
    
    8/1/2010923
    
    
    
    
    
    
    
    
    
    
    
    6.50
    
    
    
    8/23/2010923
    
    
    
    
    
    
    
    
    
    
    
    6.50
    
    
    
    9/6/2010923
    
    
    
    
    
    
    
    
    
    
    
    6.50
    
    
    
    9/28/20101,000
    
    
    
    
    
    
    
    
    
    
    
    19.00
    
    
    
    11/2/20101,000
    
    
    
    
    
    
    
    
    
    
    
    7.88
    
    
    
    12/13/20101,000
    
    
    
    
    
    
    
    
    
    
    
    10.00
    
    
    
    2/15/20111,000
    
    
    
    
    
    
    
    
    
    
    
    10.00
    
    
    
    2/16/20111,000
    
    
    
    
    
    
    
    
    
    
    
    11.04
    
    
    
    4/18/20111,000
    
    
    
    
    
    
    
    
    
    
    
    12.65
    
    
    
    5/31/20111,000
    
    
    
    
    
    
    
    
    
    
    
    7.59
    
    
    
    7/25/20112,000
    
    
    
    
    
    
    
    
    
    
    
    5.00
    
    
    
    9/5/201139,999
    
    
    
    
    
    
    
    
    
    
    
    3.36
    
    
    
    11/11/201420,000
    
    
    
    
    
    
    
    
    
    
    
    7.30
    
    
    
    3/3/201548,750
    
    
    
    16,250
    
    
    
    
    
    
    
    15.09
    
    
    
    2/24/2016
    
    
    
    115,000
    
    
    
    
    
    
    
    2.24
    
    
    
    6/1/201912,500
    
    
    
    18,87530,000
    
    
    
    45,30087,000
    
    
    
    131,370100,000
    
    
    
    151,000100,000
    
    
    
    151,000
 72




---



##### Table of Contents



(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 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 our pro rata share of
any joint venture operating results. At the present time we believe that it is unlikely that
the performance criteria for these performance-based stock awards will be achieved and,
accordingly, do not expect such shares to vest. For purposes of this table, the performance
based awards are valued based upon our closing stock price on December 31, 2009 ($1.51).(2)
    
    These restricted stock grants vest over four years. Options Exercises and Stock Vested
  Option Awards
    
    Stock AwardsNumber ofShares
    
    Value
    
    Number of Shares
    
    ValueAcquired on
    
    Realized on
    
    Acquired on
    
    RealizedExercise
    
    Exercise
    
    Vesting
    
    on VestingName of Executive Officer
    
    (#)
    
    ($)
    
    (#)
    
    ($)Richard M. Feldt
    
    
    
    
    
    
    
    
    
    
    37,500
    
    
    
    53,875Michael El-Hillow (1)
    
    
    1,000
    
    
    
    280
    
    
    
    60,000
    
    
    
    94,900Richard G. Chleboski
    
    
    
    
    
    
    
    
    
    
    9,187
    
    
    
    13,761Dr. Lawrence Felton (1)
    
    
    1,000
    
    
    
    280
    
    
    
    4,750
    
    
    
    6,589Dr. Brown F. Williams (1)
    
    
    1,000
    
    
    
    280
    
    
    
    41,250
    
    
    
    64,838
 
 (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.
  Automatic Acceleration of Vesting Following a Change of Control.
 73




---



##### Table of Contents



Value of
    

    Value of

    
    
    
    
    
    TotalUnvested
    
    Unvested
    
    
    
    
    
    PaymentsRestricted
    
    Performance
    
    280G excise
    
    and Value ofValue of
    
    Stock
    
    Share Program
    
    Tax and Gross-
    
    EquityUnvested Stock
    
    Awards
    
    Awards
    
    up Payment
    
    AwardsOptions ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Richard M. Feldt
    
    
    
    
    
    
    430,350
    
    
    
    906,000
    
    
    
    
    
    
    
    1,336,350Michael El-Hillow
    
    
    
    
    
    
    222,316
    
    
    
    151,000
    
    
    
    
    
    
    
    373,316Richard G. Chleboski
    
    
    
    
    
    
    63,222
    
    
    
    302,000
    
    
    
    
    
    
    
    365,222Dr. Lawrence Felton
    
    
    
    
    
    
    32,449
    
    
    
    
    
    
    
    
    
    
    
    32,449Dr. Brown F. Williams
    
    
    
    
    
    
    101,201
    
    
    
    302,000
    
    
    
    
    
    
    
    403,201
 Automatic Acceleration of Vesting upon an Involuntary Termination Following a Change of
Control.
 Value ofValue of
    
    Unvested
    
    
    
    TotalAccrued
    
    Value of
    
    Unvested
    
    Performance
    
    280G Excise
    
    Payments andContinuation
    
    Vacation
    
    Unvested
    
    Restricted
    
    Share Program
    
    Tax and Gross-
    
    Value ofBase Salary
    
    Bonus
    
    of Benefits
    
    Pay
    
    Stock Options
    
    Stock Awards
    
    Awards
    
    up Payment
    
    Equity($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Awards ($)Richard M. Feldt
    
    
    750,000
    
    
    
    750,000
    
    
    
    16,000
    
    
    
    12,500
    
    
    
    
    
    
    
    430,350
    
    
    
    906,000
    
    
    
    
    
    
    
    2,864,850Michael El-Hillow
    
    
    338,000
    
    
    
    253,500
    
    
    
    10,667
    
    
    
    11,700
    
    
    
    
    
    
    
    327,670
    
    
    
    151,000
    
    
    
    
    
    
    
    1,092,537Richard G. Chleboski
    
    
    239,200
    
    
    
    179,400
    
    
    
    1,658
    
    
    
    11,960
    
    
    
    
    
    
    
    121,650
    
    
    
    302,000
    
    
    
    
    
    
    
    855,868Dr. Lawrence Felton
    
    
    225,000
    
    
    
    168,750
    
    
    
    10,483
    
    
    
    5,257
    
    
    
    
    
    
    
    68,139
    
    
    
    
    
    
    
    
    
    
    
    477,629Dr. Brown F.
Williams
    
    
    338,000
    
    
    
    253,500
    
    
    
    5,943
    
    
    
    2,600
    
    
    
    
    
    
    
    195,545
    
    
    
    302,000
    
    
    
    
    
    
    
    1,097,588
 Excise Tax Related Change of Control Benefits.
   74




---



##### Table of Contents



NON-EMPLOYEE DIRECTOR COMPENSATION
      (b)Fees Earnedor Paid in
    
    (c)
    
    (d)
    
    (h)(a)
    
    Cash
    
    Option Awards
    
    Stock Awards
    
    TotalName
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)Tom L. Cadwell
    
    
    36,500
    
    
    
    
    
    
    
    21,228
    (2)
    
    
    57,728Allan H. Cohen
    
    
    53,750
    
    
    
    
    
    
    
    21,228
    (3)
    
    
    74,978Dr. Peter W. Cowden
    
    
    44,000
    
    
    
    
    
    
    
    21,228
    (4)
    
    
    65,228Edward C. Grady
    
    
    53,250
    
    
    
    
    
    
    
    21,228
    (5)
    
    
    74,478Dr. Susan F. Tierney
    
    
    35,000
    
    
    
    
    
    
    
    21,228
    (6)
    
    
    56,228
 75




---



##### Table of Contents



(1)
    
    See Note 11 of our consolidated financial statements for further information on the valuation of equity awards.(2)
    
    As of December 31, 2009, Mr. Cadwell held 16,270
shares of common stock underlying unexercised
options, 10,000 shares of vested restricted
stock and 13,772 shares of vested restricted
stock units. The grant date fair value of stock
awards granted to Mr. Cadwell during 2009 was
$21,228.(3)
    
    As of December 31, 2009, Mr. Cohen held
36,875 shares of common stock underlying
unexercised options, 10,000 shares of vested
restricted stock and 13,772 shares of vested
restricted stock units. The grant date fair
value of stock awards granted to Mr. Cohen
during 2009 was $21,228.(4)
    
    As of December 31, 2009, Dr. Cowden held 19,644
shares of common stock underlying unexercised
options, 10,000 shares of vested restricted
stock and 13,772 shares of vested restricted
stock units. The grant date fair value of stock
awards granted to Dr. Cowden during 2009 was
$21,228.(5)
    
    As of December 31, 2009, Mr. Grady held 28,125
shares of common stock underlying unexercised
options, 10,000 shares of vested restricted
stock and 13,772 shares of vested restricted
stock units. The grant date fair value of stock
awards granted to Mr. Grady during 2009 was
$21,228.(6)
    
    As of December 31, 2009, Dr. Tierney held 18,772
shares of restricted stock units of which 10,000
units are vested and 8,772 units are unvested.
The grant date fair value of stock awards
granted to Dr. Tierney during 2009 was $21,228. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 Equity Compensation Plan Information
  Number of SecuritiesRemaining Available forNumber of Securities to
    
    
    
    
    
    Future Issuance UnderBe Issued Upon Exercise
    
    Weighted-average
    
    Equity CompensationOf Outstanding Options,
    
    Exercise Price of
    
    Plans (ExcludingStock Awards, Stock Units,
    
    Outstanding Options,
    
    Securities Reflected inWarrants and Rights
    
    Warrants and Rights
    
    Column (a))Plan category
    
    (a)(1)
    
    (b)(2)
    
    (c)(3)Equity compensation plans approved by
security holders
    
    
    7,010,198
    
    
    $
    4.20
    
    
    
    1,520,843Equity compensation plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    7,010,198
    
    
    $
    4.20
    
    
    
    1,520,843
 
 (1)
    
    Includes 2,914,474 shares of restricted
stock awards and restricted stock units granted
under the 2000 Stock 76




---



##### Table of Contents



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.(3)
    
    1,500,000 shares were added to the equity
compensation plan and approved by the
stockholders at our 2008 annual meeting. Securities Ownership of Certain Beneficial Owners and Management
  Number of Shares
    
    Percentage ofBeneficially Owned
    
    Shares ofName and Address of Beneficial Owner
    
    (1)
    
    Common Stock (2)5% Stockholders:OCI Company Ltd. (3)
Oriental Chemical Building 50, 
Sogong-dang, Jong-gu, Seoul, 100-718 Korea
    
    
    15,698,125
    
    
    
    7.6
    %Invesco Ltd. (4)
1555 Peachtree Street NE
Atlanta, GA 30309
    
    
    11,767,441
    
    
    
    5.7
    %Blackrock Inc. (5)
40 East 52nd Street
New York, NY 10022
    
    
    11,066,121
    
    
    
    5.3
    %Current Executive Officers and Directors:Richard M. Feldt (6)
    
    
    3,178,490
    
    
    
    1.5
    %Michael El-Hillow (7)
    
    
    479,316
    
    
    
    *Richard G. Chleboski (8)
    
    
    708,615
    
    
    
    *Dr. Lawrence Felton (9)
    
    
    119,169
    
    
    
    *Gary T. Pollard (10)
    
    
    346,253
    
    
    
    *Carl Stegerwald (11)
    
    
    93,275
    
    
    
    *Dr. Brown F. Williams (12)
    
    
    598,146
    
    
    
    *Tom L. Cadwell (13)
    
    
    40,042
    
    
    
    *Allan H. Cohen (14)
    
    
    63,647
    
    
    
    *Dr. Peter W. Cowden (15)
    
    
    43,416
    
    
    
    *Edward C. Grady (16)
    
    
    68,897
    
    
    
    *Dr. Susan F. Tierney
    
    
    18,772
    
    
    
    *All current executive officers and directors as a
group (12 persons) (17)
    
    
    5,758,038
    
    
    
    2.7
    %
 
 *
    
    Less than one percent of the outstanding shares of class. 77




---



##### Table of Contents



(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 207,810,560 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)
    
    OCI Company Ltd. reported sole voting power and sole dispositive power over 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 OCI Company Ltd.(4)
    
    Invesco Ltd. reported sole voting power and sole dispositive power over 11,767,441 shares beneficially owned.(5)
    
    Blackrock Inc. reported sole voting power and sole dispositive power 11,066,121 shares beneficially owned.(6)
    
    Includes 2,100,500 shares of common stock issuable upon the exercise of options that may be exercised within
60 days from the measurement date.(7)
    
    Includes 51,192 shares of common stock issuable upon the exercise of options that may be exercised within 60
days from the measurement date.(8)
    
    Includes 380,445 shares of common stock issuable upon the exercise of options that may be exercised within
60 days from the measurement date.(9)
    
    Includes 50,800 shares of common stock issuable upon the exercise of options that may be exercised within 60
days from the measurement date (which includes 8,675 options held by spouse).(10)
    
    Includes 115,750 shares of common stock issuable upon the exercise of options that may be exercised within
60 days from the measurement date.(11)
    
    Includes 2,375 shares of common stock issuable upon the exercise of options that may be exercised within 60
days from the measurement date.(12)
    
    Includes 169,210 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 2,962,511 shares of common stock issuable upon the exercise of options that may be exercised within
60 days from the measurement date and 8,675 options held by spouse. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 Related Party Transaction Approval Policy
 78




---



##### Table of Contents



Certain Relationships and Related Party Transactions
 Transactions with Mr. Stegerwald
 Transactions with OCI.
 
    
    Polysilicon Supply Agreement  Our April 2007 polysilicon supply agreement with OCI,
which was subsequently amended, provides the general terms and conditions pursuant to which
OCI will supply us with specified annual quantities of polysilicon at fixed prices
beginning in 2008 and continuing through 2014. In January 2008, we entered into a second
supply agreement with OCI, which was subsequently amended, that provides the general terms
and conditions pursuant to which OCI will supply us with specified annual quantities of
polysilicon at fixed prices beginning in 2009 and continuing through 2015. The January 2008
agreement required us to pay approximately $36.5 million in prepayments during the first
year of the agreement. Under the two supply contracts with OCI, we are obligated to make
cash payments to OCI of approximately $450 million, subject to certain adjustments based on
market related factors.
    
    Stock Purchase Agreement  Concurrently with the April 2007 polysilicon supply
agreement, pursuant to a stock purchase agreement, we sold OCI 3 million shares of our
common stock for $12.07 per share and issued OCI 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 transfer restricted common
stock). The restrictions on the common 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 OCI which prohibits, without our
consent, certain acquisitions of our common stock by OCI, certain proxy solicitation
activities, as well as OCIs ability to publicly announce or make certain proposals
regarding business combinations involving our company, among other things. The stockholders
agreement also provides OCI 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 OCI 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 OCIs shares lapse. Finally, the
stockholders agreement prohibits, without our consent, OCI 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, OCI purchased 525,000 shares of our common stock in February 2008
from our underwriters in connection with a public offering we completed at the public
offering price of $9.50 per share.
 Other Transactions
 79




---



##### Table of Contents



Independence of Members of the Board of Directors and Committees
 www.evergreensolar.com
 
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
 Audit and Related Fees for Fiscal 2008 and 2009
  2008
    
    
    2009Audit Fees (1)
    
    $
    644,333
    
    
    $
    638,500Audit-Related Fees (2)
    
    
    
    
    
    
    Tax Fees (3)
    
    
    13,550
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    657,883
    
    
    $
    638,500
 
 (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.  Pre-approval Policies and Procedures.
 
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 80




---



##### Table of Contents



81




---



##### Table of Contents



LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
 Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2008 and 2009
    
    
    F-3Consolidated Statements of Operations for the years ended December 31, 2007, 2008 and 2009
    
    
    F-4Consolidated Statements of Stockholders Equity for the years ended December 31, 2007, 2008 and 2009
    
    
    F-5Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7
 F-1




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
    /s/ PricewaterhouseCoopers LLP
 
 F-2




---



##### Table of Contents



EVERGREEN SOLAR, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data)
 December
31,2008
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    100,888
    
    
    $
    112,368Marketable securities
    
    
    76,621
    
    
    
    Accounts receivable, net of allowance for doubtful accounts of $80 at
December 31, 2008 and December 31, 2009
    
    
    35,458
    
    
    
    53,295Due from Sovello AG
    
    
    1,949
    
    
    
    Inventory
    
    
    23,500
    
    
    
    34,890Prepaid cost of inventory
    
    
    11,696
    
    
    
    25,634VAT receivable, net
    
    
    1,474
    
    
    
    8Other current assets
    
    
    7,684
    
    
    
    11,662Total current assets
    
    
    259,270
    
    
    
    237,857Investment in and advances to Sovello AG
    
    
    115,553
    
    
    
    Restricted cash
    
    
    212
    
    
    
    3,134Deferred financing costs
    
    
    6,152
    
    
    
    4,769Loan receivable from silicon supplier
    
    
    41,757
    
    
    
    Prepaid cost of inventory
    
    
    172,193
    
    
    
    147,573Fixed assets, net
    
    
    406,191
    
    
    
    430,681Other assets
    
    
    3,579
    
    
    
    295Total assets
    
    $
    1,004,907
    
    
    $
    824,309Liabilities and stockholders equityCurrent liabilities:Accounts payable and accrued expenses
    
    $
    62,652
    
    
    $
    31,420Due to Sovello AG and related guarantees
    
    
    22,840
    
    
    
    17,544Accrued employee compensation
    
    
    6,451
    
    
    
    7,287Accrued interest
    
    
    7,392
    
    
    
    7,004Accrued warranty
    
    
    1,182
    
    
    
    2,368Total current liabilities
    
    
    100,517
    
    
    
    65,623Senior convertible notes, net of discount
    
    
    311,531
    
    
    
    323,276Loan and related interest payable
    
    
    
    
    
    
    34,152Deferred income taxes
    
    
    9,776
    
    
    
    5,615Total liabilities
    
    
    421,824
    
    
    
    428,666Commitments
and Contingencies (Note 8)Stockholders equity:Common stock, $0.01 par value, 250,000,000 and 450,000,000 shares authorized at
December 31, 2008 and December 31, 2009, respectively, 164,874,850 and
207,809,919 issued and outstanding at December 31, 2008 and December 31,
2009, respectively
    
    
    1,649
    
    
    
    2,078Additional paid-in capital
    
    
    803,491
    
    
    
    882,466Accumulated deficit
    
    
    (223,687
    )
    
    
    (488,895
    )Accumulated other comprehensive income (loss)
    
    
    1,630
    
    
    
    (6
    )Total stockholders equity
    
    
    583,083
    
    
    
    395,643Total liabilities and stockholders equity
    
    $
    1,004,907
    
    
    $
    824,309
  F-3




---



##### Table of Contents



EVERGREEN SOLAR, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
 For the Years Ended December 31,2007
    
    
    2008
    
    
    2009Product revenues
    
    $
    58,334
    
    
    $
    95,245
    
    
    $
    267,112Royalty and fee revenues
    
    
    11,532
    
    
    
    16,714
    
    
    
    4,736Total revenues
    
    
    69,866
    
    
    
    111,959
    
    
    
    271,848Cost of revenues
    
    
    52,838
    
    
    
    93,073
    
    
    
    253,484Gross profit
    
    
    17,028
    
    
    
    18,886
    
    
    
    18,364Operating expenses:Research and development
    
    
    20,594
    
    
    
    22,039
    
    
    
    18,058Selling, general and administrative
    
    
    20,608
    
    
    
    23,868
    
    
    
    26,260Write-off of loan receivable from silicon supplier
    
    
    
    
    
    
    
    
    
    
    43,882Equipment write-offs
    
    
    
    
    
    
    8,034
    
    
    
    6,008Facility start-up
    
    
    1,404
    
    
    
    30,623
    
    
    
    10,107Restructuring charges
    
    
    
    
    
    
    30,413
    
    
    
    11,940Total operating expenses
    
    
    42,606
    
    
    
    114,977
    
    
    
    116,255Operating loss
    
    
    (25,578
    )
    
    
    (96,091
    )
    
    
    (97,891
    )Other income (expense):Foreign exchange gains (losses), net
    
    
    444
    
    
    
    (4,078
    )
    
    
    2,650Interest income
    
    
    9,774
    
    
    
    12,695
    
    
    
    4,728Interest expense
    
    
    (3,412
    )
    
    
    (8,368
    )
    
    
    (26,980
    )Other income (expense), net
    
    
    6,806
    
    
    
    249
    
    
    
    (19,602
    )Loss before equity income (loss) from interest in Sovello AG,
impairment of equity investment and income tax benefit
    
    
    (18,772
    )
    
    
    (95,842
    )
    
    
    (117,493
    )Equity income (loss) from interest in Sovello AG
    
    
    2,170
    
    
    
    8,435
    
    
    
    (29,748
    )Impairment and other charges associated with equity investment in Sovello AG
    
    
    
    
    
    
    
    
    
    
    (126,057
    )Income tax benefit
    
    
    
    
    
    
    
    
    
    
    (8,090
    )Net loss
    
    $
    (16,602
    )
    
    $
    (87,407
    )
    
    $
    (265,208
    )Net loss per share (basic and diluted)
    
    $
    (0.19
    )
    
    $
    (0.67
    )
    
    $
    (1.41
    )Weighted average shares used in computing basic and diluted
net loss per share
    
    
    86,799
    
    
    
    130,675
    
    
    
    187,777
  F-4




---



##### Table of Contents



EVERGREEN SOLAR, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (In thousands)
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Stockholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    Equity
    
    
    LossBalance at January 1, 2007
    
    
    68,066
    
    
    
    681
    
    
    
    211,053
    
    
    
    (119,678
    )
    
    
    791
    
    
    
    92,847Issuance of common stock pursuant to exercise of options
    
    
    1,031
    
    
    
    10
    
    
    
    3,289
    
    
    
    
    
    
    
    
    
    
    
    3,299Issuance of common stock pursuant to exercise of warrants
    
    
    256
    
    
    
    3
    
    
    
    664
    
    
    
    
    
    
    
    
    
    
    
    667Shares of common stock issued under ESPP
    
    
    59
    
    
    
    1
    
    
    
    426
    
    
    
    
    
    
    
    
    
    
    
    427Issuance of common stock in connection with OCI Agreement
    
    
    3,000
    
    
    
    30
    
    
    
    36,180
    
    
    
    
    
    
    
    
    
    
    
    36,210Issuance of restricted stock in connection with OCI Agreement
    
    
    10,750
    
    
    
    107
    
    
    
    119,914
    
    
    
    
    
    
    
    
    
    
    
    120,021Issuance of common stock in connection with public offering,
net of offering costs
    
    
    17,250
    
    
    
    173
    
    
    
    134,254
    
    
    
    
    
    
    
    
    
    
    
    134,427Compensation expense associated with equity compensation plans,
including restricted share grants
    
    
    1,841
    
    
    
    18
    
    
    
    6,389
    
    
    
    
    
    
    
    
    
    
    
    6,407Gain on investment in Sovello AG by REC and Q-Cells
    
    
    
    
    
    
    
    
    
    
    9,526
    
    
    
    
    
    
    
    
    
    
    
    9,526Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,602
    )
    
    
    
    
    
    
    (16,602
    )
    
    $
    (16,602
    )Unrealized gains on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59
    
    
    
    59
    
    
    
    59Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,005
    
    
    
    6,005
    
    
    
    6,005Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (10,538
    )Balance at December 31, 2007
    
    
    102,253
    
    
    $
    1,023
    
    
    $
    521,695
    
    
    $
    (136,280
    )
    
    $
    6,855
    
    
    $
    393,293Issuance of common stock pursuant to exercise of options
    
    
    442
    
    
    
    4
    
    
    
    1,012
    
    
    
    
    
    
    
    
    
    
    
    1,016Issuance of common stock in connection with public offering,
net of offering costs
    
    
    18,400
    
    
    
    184
    
    
    
    166,542
    
    
    
    
    
    
    
    
    
    
    
    166,726Compensation expense associated with equity compensation plans,
including restricted share grants
    
    
    634
    
    
    
    7
    
    
    
    7,686
    
    
    
    
    
    
    
    
    
    
    
    7,693Shares of common stock issued under ESPP
    
    
    111
    
    
    
    1
    
    
    
    620
    
    
    
    
    
    
    
    
    
    
    
    621Deferred tax associated with gains on investment in Sovello AG
    
    
    
    
    
    
    
    
    
    
    (7,059
    )
    
    
    
    
    
    
    
    
    
    
    (7,059
    )Shares loaned in connection with share lending agreement
    
    
    30,856
    
    
    
    308
    
    
    
    (305
    )
    
    
    
    
    
    
    
    
    
    
    3Debt redemption, net of deferred financing costs write-off
    
    
    12,179
    
    
    
    122
    
    
    
    88,137
    
    
    
    
    
    
    
    
    
    
    
    88,259Capped call premium, net of financing costs
    
    
    
    
    
    
    
    
    
    
    (64,950
    )
    
    
    
    
    
    
    
    
    
    
    (64,950
    )Capped call reversal
    
    
    
    
    
    
    
    
    
    
    24,237
    
    
    
    
    
    
    
    
    
    
    
    24,237Adoption of Debttopic guidance of FASB codification
    
    
    
    
    
    
    
    
    
    
    65,876
    
    
    
    
    
    
    
    
    
    
    
    65,876Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87,407
    )
    
    
    
    
    
    
    (87,407
    )
    
    $
    (87,407
    )Unrealized losses on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34
    )
    
    
    (34
    )
    
    
    (34
    )Foreign currency translation adjustment, net of deferred taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,191
    )
    
    
    (5,191
    )
    
    
    (5,191
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (92,632
    )Balance at December 31, 2008
    
    
    164,875
    
    
    $
    1,649
    
    
    $
    803,491
    
    
    $
    (223,687
    )
    
    $
    1,630
    
    
    $
    583,083Issuance of common stock pursuant to exercise of options
    
    
    27
    
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    
    
    
    
    50Issuance of common stock in connection with public offering,
net of offering costs
    
    
    42,550
    
    
    
    425
    
    
    
    72,030
    
    
    
    
    
    
    
    
    
    
    
    72,455Compensation expense associated with equity compensation plans,
including restricted share grants
    
    
    198
    
    
    
    2
    
    
    
    6,793
    
    
    
    
    
    
    
    
    
    
    
    6,795Shares of common stock issued under ESPP
    
    
    160
    
    
    
    2
    
    
    
    280
    
    
    
    
    
    
    
    
    
    
    
    282Costs of
authorized shares increase
    
    
    
    
    
    
    
    
    
    
    (178
    )
    
    
    
    
    
    
    
    
    
    
    (178
    )Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (265,208
    )
    
    
    
    
    
    
    (265,208
    )
    
    $
    (265,208
    )Unrealized losses on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26
    )
    
    
    (26
    )
    
    
    (26
    )Foreign currency translation adjustment, net of deferred taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,610
    )
    
    
    (1,610
    )
    
    
    (1,610
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (266,844
    )Balance at December 31, 2009
    
    
    207,810
    
    
    $
    2,078
    
    
    $
    882,466
    
    
    $
    (488,895
    )
    
    $
    (6
    )
    
    $
    395,643
  F-5




---



##### Table of Contents



EVERGREEN SOLAR, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 For the Years Ended December 31,2007
    
    
    2008
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (16,602
    )
    
    $
    (87,407
    )
    
    $
    (265,208
    )Adjustments to reconcile net loss to net cash used in operating activities:Bad debt expense
    
    
    (1
    )
    
    
    (7
    )
    
    
    45Imputed interest and accretion of bond premiums
    
    
    (1,210
    )
    
    
    (2,472
    )
    
    
    (478
    )Amortization of prepaid cost of inventory
    
    
    
    
    
    
    3,694
    
    
    
    11,240Equity (income) loss from Sovello AG and impairment of investment
    
    
    (2,170
    )
    
    
    (8,435
    )
    
    
    155,805Amortization of deferred debt financing costs
    
    
    444
    
    
    
    861
    
    
    
    1,382Loss on loan receivable from silicon supplier
    
    
    
    
    
    
    
    
    
    
    43,882Loss on disposal of fixed assets
    
    
    
    
    
    
    34,496
    
    
    
    5,719Depreciation expense
    
    
    7,418
    
    
    
    18,156
    
    
    
    46,086Provision for warranty
    
    
    58
    
    
    
    585
    
    
    
    1,335Accretion of capped call discount
    
    
    
    
    
    
    345
    
    
    
    Amortization of debt discount
    
    
    
    
    
    
    5,148
    
    
    
    11,744Provision for deferred income taxes
    
    
    
    
    
    
    
    
    
    
    (8,090
    )Compensation expense associated with employee equity awards
    
    
    6,382
    
    
    
    7,246
    
    
    
    6,669Changes in operating assets and liabilities:Accounts receivable
    
    
    10,952
    
    
    
    (26,168
    )
    
    
    (19,170
    )Grants receivable
    
    
    
    
    
    
    19,908
    
    
    
    Inventory
    
    
    (3,327
    )
    
    
    (15,406
    )
    
    
    (11,390
    )Prepaid cost of inventory
    
    
    (23,121
    )
    
    
    (43,012
    )
    
    
    (2,097
    )Other current assets
    
    
    (10,674
    )
    
    
    9,263
    
    
    
    (5,205
    )Accounts payable and accrued expenses
    
    
    18,460
    
    
    
    15,902
    
    
    
    (22,019
    )Interest payable
    
    
    1,352
    
    
    
    (237
    )
    
    
    6,253Other
    
    
    43
    
    
    
    1,659
    
    
    
    6,403Net cash used in operating activities
    
    
    (11,996
    )
    
    
    (65,881
    )
    
    
    (37,094
    )Cash flows from investing activities:Purchases of fixed assets and deposits on fixed assets under construction
    
    
    (50,744
    )
    
    
    (345,256
    )
    
    
    (110,820
    )Proceeds from the disposal of fixed assets
    
    
    
    
    
    
    12
    
    
    
    503Decrease (increase) in restricted cash
    
    
    (41,000
    )
    
    
    41,178
    
    
    
    (2,914
    )Increase in Sovello AG loan
    
    
    
    
    
    
    (23,774
    )
    
    
    (11,750
    )Capital contribution to Sovello AG
    
    
    
    
    
    
    
    
    
    
    (8,914
    )Increase in other loans
    
    
    (22,386
    )
    
    
    (22,164
    )
    
    
    Purchases of marketable securities
    
    
    (108,386
    )
    
    
    (98,500
    )
    
    
    Proceeds from sale and maturity of marketable securities
    
    
    81,975
    
    
    
    93,059
    
    
    
    76,716Net cash used in investing activities
    
    
    (140,541
    )
    
    
    (355,445
    )
    
    
    (57,179
    )Cash flows from financing activities:Proceeds from issuances of common stock, net of offering costs
    
    
    170,637
    
    
    
    166,726
    
    
    
    72,421Proceeds from China government loan
    
    
    
    
    
    
    
    
    
    
    33,000Proceeds from issuance of OCI restricted shares
    
    
    107
    
    
    
    
    
    
    
    Proceeds from issuance of senior convertible debt, net of offering costs
    
    
    
    
    
    
    363,963
    
    
    
    Payment of capped call up-front premium
    
    
    
    
    
    
    (39,543
    )
    
    
    Proceeds from share lending agreement
    
    
    
    
    
    
    3
    
    
    
    Proceeds from exercise of stock options and warrants, and shares purchased under Employee
Stock Purchase Plan
    
    
    4,393
    
    
    
    1,637
    
    
    
    332Net cash provided by financing activities
    
    
    175,137
    
    
    
    492,786
    
    
    
    105,753Net increase in cash and cash equivalents
    
    
    22,600
    
    
    
    71,460
    
    
    
    11,480Cash and cash equivalents at beginning of year
    
    
    6,828
    
    
    
    29,428
    
    
    
    100,888Cash and cash equivalents at end of year
    
    $
    29,428
    
    
    $
    100,888
    
    
    $
    112,368Supplemental cash flow information:Interest paid
    
    
    986
    
    
    
    
    
    
    
    12,858Gain on investment in Sovello AG by Q-Cells and REC
    
    
    9,526
    
    
    
    
    
    
    
    Non-cash cost of prepaid inventory
    
    
    119,914
    
    
    
    
    
    
    
    
  F-6




---



##### Table of Contents



EVERGREEN SOLAR, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. NATURE OF BUSINESS
       F-7




---



##### Table of Contents




    
    the need to maintain the Devens facility at a minimum of 75% capacity, or 30 MW per
quarter, and stabilization of panel pricing at about $2.00 per watt, with sales made to
creditworthy customers;
    
    higher than planned manufacturing costs and failing to achieve expected Devens
operating metrics, with any delays in the Companys plan to transition panel assembly to
China resulting in continued higher costs that could impair business operations;
    
    continued significant fluctuation of the Euro against the U.S. dollar, as a
substantial portion of the contracted sales are denominated in Euros;
    
    the ability of Jiawei to execute against its plans to meet the Companys required
timetables; and
    
    increased funding requirements for Sovello to potentially address the loss of any
prior or expected government grant funding for Sovello (see Note 5).
  F-8




---



##### Table of Contents




    
    continually monitoring its operating results against expectations and, if required,
further restricting operating costs and capital spending if events warrant;
    
    if market conditions allow, possibly accessing the capital markets to meet
liquidity and capital expenditure requirements;
    
    negotiating with a number of banks to secure a borrowing base line of credit,
without a minimum cash requirement as was required under its line of credit, supported by
the expected significant increase in its accounts receivable, inventory and overall
working capital; and
    
    possibly hedging a portion of its exposure to fluctuations in the U.S. dollar /
Euro exchange rate to limit any adverse exposure; but there can be no assurance that
hedges can be put in place at terms acceptable to the Company or that such hedging
activities will be effective.
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  BASIS OF PRESENTATION
  Investments  Equity
Method and Joint Ventures Impairment
   ACCOUNTING CHANGES
  
    
    The Debttopic of the FASB codification, provides guidance that requires issuers of
convertible debt
 F-9




---



##### Table of Contents



instruments that may be settled in cash upon conversion
(including partial cash settlement) to separately account for the liability and equity components of the instrument
in a manner that reflects the issuers nonconvertible debt borrowing rate. Upon the original
issuance of its 4% Senior Convertible Notes due 2013 in mid 2008, the Company recorded the
debt obligation as long-term debt in accordance with the applicable accounting standards at
that time. As required by the new standard, the Company estimated the fair value, as of the
date of issuance, of its 4% Senior Convertible Notes as if the instrument was issued without
the conversion option. The difference between the fair value and the principal amount of the
instrument was retrospectively recorded as debt discount and as a component of equity. The
amortization of the debt discount is being recognized over the expected five-year life of
the 4% Senior Convertible Notes as a non-cash increase to interest expense. A portion of the
incremental interest cost is capitalized and added to the cost of qualified assets. The
following table reflects the Companys previously reported December 31, 2008 amounts, along
with the adjusted amounts as required by the standard (in thousands):
 As Originally
    
    
    
    
    
    Effect ofBalance Sheet Category
    
    Reported
    
    As Adjusted
    
    ChangeOther current assets
    
    $
    5,723
    
    
    $
    7,684
    
    
    $
    1,961Deferred financing costs
    
    
    7,494
    
    
    
    6,152
    
    
    
    (1,342
    )Fixed assets, net
    
    
    403,664
    
    
    
    406,191
    
    
    
    2,527Senior convertible notes,
net of discount
    
    
    373,750
    
    
    
    311,531
    
    
    
    (62,219
    )Deferred income taxes
    
    
    7,815
    
    
    
    9,776
    
    
    
    1,961Additional paid-in capital
    
    
    737,615
    
    
    
    803,491
    
    
    
    65,876Accumulated deficit
    
    
    (221,215
    )
    
    
    (223,687
    )
    
    
    (2,472
    )
 The adoption of this new standard also resulted in a change to the Companys consolidated
statement of operations for the year ended December 31, 2008, specifically an increase to
interest expense of approximately $5.0 million, excluding the impact of capitalized
interest.
 CASH AND MARKETABLE SECURITIES
    UnrealizedAmortized
    
    
    Gains
    
    
    FairCost
    
    
    (Losses)
    
    
    ValueGovernment Obligations
    
    $
    9,997
    
    
    $
    3
    
    
    $
    10,000Commercial paper
    
    
    44,852
    
    
    
    24
    
    
    
    44,876Corporate bonds
    
    
    21,746
    
    
    
    (1
    )
    
    
    21,745Marketable Securities
    
    $
    76,595
    
    
    $
    26
    
    
    $
    76,621
 F-10




---



##### Table of Contents



CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
   2008
    
    2009% of accounts receivableRalos Vertriebs GmbH
    
    
    13
    %
    
    
    29
    %Solar City
    
    
    14
    %
    
    
    12
    %Sun & Kim Co., Ltd.
    
    
    
    
    
    
    12
    %SunPower Corporation (formerly PowerLight)
    
    
    20
    %
    
    
    Top 5 customers
    
    
    64
    %
    
    
    67
    %
  INVENTORY
    F-11




---



##### Table of Contents



GUARANTOR ARRANGEMENTS
 Letters of Credit
  FIXED ASSETS
   IMPAIRMENT OF LONG-LIVED ASSETS
  REVENUE RECOGNITION AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
   RESEARCH AND DEVELOPMENT
  F-12




---



##### Table of Contents



INCOME TAXES
  VALUE-ADDED TAXES
  COMPREHENSIVE LOSS
  STOCK-BASED COMPENSATION
 Stock Compensation
 NET LOSS PER COMMON SHARE
 Earning Per Share
  F-13




---



##### Table of Contents



SEGMENT REPORTING
 Segment Reporting
 USE OF ESTIMATES
  FAIR VALUE OF FINANCIAL INSTRUMENTS
  RECENT ACCOUNTING PRONOUNCEMENTS
  Earning Per Share
 Financial Instruments Fair Value Measurements and Disclosures
 Fair Value Measurements and Disclosures
 F-14




---



##### Table of Contents



Debt and Equity
  Revenue Recognition
 Debt
 Fair Value Measurements and Disclosures
 3. INVENTORY
  F-15




---



##### Table of Contents



December 31,2008
    
    
    2009Raw materials
    
    $
    17,928
    
    
    $
    18,327Work-in-process
    
    
    3,910
    
    
    
    7,643Finished goods
    
    
    1,662
    
    
    
    8,920$
    23,500
    
    
    $
    34,890Prepaid cost of inventory
    
    $
    183,889
    
    
    $
    173,207Less: current portion
    
    
    11,696
    
    
    
    25,634Noncurrent portion
    
    $
    172,193
    
    
    $
    147,573
   4. FIXED ASSETS
  Useful
    
    December 31,Life
    
    2008
    
    
    2009Land
    
    
    
    $
    119
    
    
    $
    119Buildings
    
    40 years
    
    
    97,957
    
    
    
    208,909Laboratory and manufacturing
equipment
    
    3-7 years
    
    
    182,109
    
    
    
    257,186Computer and office equipment
    
    3-7 years
    
    
    4,594
    
    
    
    5,890Leasehold improvements
    
    Lesser of 15 to 20 years or lease term
    
    
    16,413
    
    
    
    16,418Assets under construction
    
    
    
    
    175,880
    
    
    
    34,297477,072
    
    
    
    522,819Less: Accumulated depreciation
    
    
    
    
    (70,881
    )
    
    
    (92,138
    )$
    406,191
    
    
    $
    430,681
 F-16




---



##### Table of Contents



5. INVESTMENT IN SOVELLO AG
 Consolidation Equity Method and
Joint Ventures
 Evergreen Solar Loans to Sovello
   F-17




---



##### Table of Contents



For the Years Ended December 31,2007
    
    2008
    
    2009Revenue
    
    $
    193,613
    
    
    $
    323,911
    
    
    $
    158,113Cost of goods sold
    
    
    159,781
    
    
    
    247,567
    
    
    
    181,312Other expenses
    
    
    27,320
    
    
    
    50,034
    
    
    
    67,049Net income (loss)
    
    
    6,512
    
    
    
    26,310
    
    
    
    (90,248
    )
 As of December 31,2008
    
    2009Current assets
    
    $
    241,871
    
    
    $
    138,925Non-current assets
    
    
    408,347
    
    
    
    431,941Current liabilities
    
    
    181,550
    
    
    
    412,110Non-current liabilities
    
    
    318,627
    
    
    
    67,067
    F-18




---



##### Table of Contents



Impairment
  F-19




---



##### Table of Contents



6. LONG TERM DEBT
 Convertible Subordinated Notes
  Senior Convertible Notes
 Capped Call
 Debt Conversion and Other
 Debt
 F-20




---



##### Table of Contents



Debt
 Capped Call
  Distinguishing Liability from Equity Derivative and Hedging Derivatives
and Hedging
    Common Stock Lending Agreement
 Loan Payable
  F-21




---



##### Table of Contents



7. LINE OF CREDIT
       F-22




---



##### Table of Contents



8. COMMITMENTS AND CONTINGENCIES
 Potential Litigation with Lehman Brothers.
   Noise Noncompliance Proceedings for the Devens Manufacturing Facility.
    Product Warranty
    F-23




---



##### Table of Contents



2008
    
    
    2009Balance at beginning of year
    
    $
    705
    
    
    $
    1,182Warranty costs accrued
    
    
    585
    
    
    
    1,335Warranty costs incurred
    
    
    (108
    )
    
    
    (149
    )Balance at end of year
    
    $
    1,182
    
    
    $
    2,368
 Other
  9. FAIR VALUE MEASUREMENTS
 Fair Value Measurements and
Disclosures
 Valuation Hierarchy
 Fair Value Measurements and Disclosures
      F-24




---



##### Table of Contents



December 31, 2008Quoted Prices
    
    Using Significant
    
    Using SignificantTotal
    
    in Active
    
    Other Observable
    
    UnobservableCarrying
    
    Markets
    
    Inputs
    
    InputsValue
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Money markets
    
    $
    65,599
    
    
    $
    65,599
    
    
    $
    
    
    
    $
    Government obligation
    
    
    10,000
    
    
    
    
    
    
    
    10,000
    
    
    
    Marketable securities
    
    
    66,621
    
    
    
    
    
    
    
    66,621
    
    
    
    December 31, 2009Quoted Prices
    
    Using Significant
    
    Using SignificantTotal
    
    in Active
    
    Other Observable
    
    UnobservableCarrying
    
    Markets
    
    Inputs
    
    InputsValue
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Money markets
    
    $
    20,007
    
    
    $
    20,007
    
    
    $
    
    
    
    $
    Term deposit
    
    
    29,751
    
    
    
    29,751
    
    
    
    
    
    
    
    
 Valuation Techniques
  10. STOCKHOLDERS EQUITY
   F-25




---



##### Table of Contents



Common Stock Lending Agreement
   F-26




---



##### Table of Contents



11. STOCK BASED COMPENSATION
  For the Years ended December 31,2007
    
    
    2008
    
    
    2009Cost of revenue
    
    $
    617
    
    
    $
    1,214
    
    
    $
    1,785Research and development expenses
    
    
    1,633
    
    
    
    1,538
    
    
    
    1,415Selling, general and
administrative expenses
    
    
    4,008
    
    
    
    3,548
    
    
    
    3,167Facility start-up
    
    
    124
    
    
    
    946
    
    
    
    302$
    6,382
    
    
    $
    7,246
    
    
    $
    6,669
  Stock Incentive Plans
   Weighted-AverageShares
    
    
    Exercise Price(in thousands)Outstanding at January 1, 2007
    
    
    5,309
    
    
    $
    4.20Granted
    
    
    16
    
    
    
    10.63Exercised
    
    
    (1,031
    )
    
    
    3.20Forfeited
    
    
    (109
    )
    
    
    6.02Outstanding at December 31, 2007
    
    
    4,185
    
    
    
    4.43Granted
    
    
    
    
    
    
    Exercised
    
    
    (442
    )
    
    
    2.38Forfeited
    
    
    (55
    )
    
    
    6.44Outstanding at December 31, 2008
    
    
    3,688
    
    
    
    4.65Granted
    
    
    872
    
    
    
    2.24Exercised
    
    
    (28
    )
    
    
    1.81Forfeited
    
    
    (436
    )
    
    
    4.20Outstanding at December 31, 2009
    
    
    4,096
    
    
    $
    4.20
 F-27




---



##### Table of Contents



Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedRange of
    
    
    
    
    
    
    Remaining
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    Number
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    ExercisePrices
    
    
    Outstanding
    
    
    Life (Years)
    
    
    Price
    
    
    Exercisable
    
    
    Price(in thousands)
    
    
    
    
    
    
    
    
    
    
    (in thousands)$
    1.32
    
    
    $
    1.60
    
    
    
    27
    
    
    
    3.52
    
    
    $
    1.53
    
    
    
    27
    
    
    $
    1.531.61
    
    
    
    1.61
    
    
    
    1,638
    
    
    
    3.94
    
    
    
    1.61
    
    
    
    1,638
    
    
    
    1.611.68
    
    
    
    2.17
    
    
    
    322
    
    
    
    3.61
    
    
    
    2.01
    
    
    
    322
    
    
    
    2.012.24
    
    
    
    2.24
    
    
    
    706
    
    
    
    9.41
    
    
    
    2.24
    
    
    
    
    
    
    
    2.29
    
    
    
    6.51
    
    
    
    442
    
    
    
    4.28
    
    
    
    4.14
    
    
    
    442
    
    
    
    4.146.63
    
    
    
    8.63
    
    
    
    425
    
    
    
    5.25
    
    
    
    7.50
    
    
    
    425
    
    
    
    7.508.88
    
    
    
    13.97
    
    
    
    190
    
    
    
    5.65
    
    
    
    10.74
    
    
    
    187
    
    
    
    10.7114.00
    
    
    
    14.00
    
    
    
    35
    
    
    
    0.84
    
    
    
    14.00
    
    
    
    35
    
    
    
    14.0015.09
    
    
    
    15.09
    
    
    
    295
    
    
    
    6.15
    
    
    
    15.09
    
    
    
    221
    
    
    
    15.0919.00
    
    
    
    19.00
    
    
    
    16
    
    
    
    0.84
    
    
    
    19.00
    
    
    
    16
    
    
    
    19.004,096
    
    
    
    5.23
    
    
    $
    4.20
    
    
    
    3,313
    
    
    $
    4.37
   2007
    
    2009Expected options term (years)
    
    
    6.25
    
    
    
    4.5 -9.25Risk-free interest rate
    
    
    5.1
    %
    
    
    1.31% - 2.08
    %Expected dividend yield
    
    None
    
    
    NoneVolatility
    
    
    155
    %
    
    
    102% - 127
    %
 F-28




---



##### Table of Contents



Weighted-AverageGrant DateShares
    
    
    Fair Value(in thousands)Outstanding at January 1, 2007
    
    
    1,129
    
    
    $
    14.25Granted
    
    
    1,986
    
    
    
    9.39Vested
    
    
    (133
    )
    
    
    10.45Forfeited
    
    
    (145
    )
    
    
    14.39Outstanding at December 31, 2007
    
    
    2,837
    
    
    
    11.02Granted
    
    
    696
    
    
    
    9.21Vested
    
    
    (339
    )
    
    
    8.12Forfeited
    
    
    (62
    )
    
    
    10.64Outstanding at December 31, 2008
    
    
    3,132
    
    
    
    10.94Granted
    
    
    861
    
    
    
    1.93Vested
    
    
    (488
    )
    
    
    1.74Forfeited
    
    
    (664
    )
    
    
    8.38Outstanding at December 31, 2009
    
    
    2,841
    
    
    $
    10.39
  F-29




---



##### Table of Contents



12. WRITE-OFF OF LOAN RECEIVABLE FROM SILICON SUPPLIER
  13. FACILITY START-UP COSTS
  14. RESTRUCTURING CHARGES
  F-30




---



##### Table of Contents



15. INCOME TAXES
  2007
    
    
    2008
    
    
    2009Income tax benefit at U.S. federal statutory tax rate
    
    $
    (5,696
    )
    
    $
    (29,769
    )
    
    $
    (92,921
    )State income taxes, net of federal tax effect
    
    
    (1,160
    )
    
    
    (9,633
    )
    
    
    (20,886
    )Permanent items
    
    
    1,188
    
    
    
    1,028
    
    
    
    284Other items  tax credits, expiration of NOLs, other
    
    
    (207
    )
    
    
    (288
    )
    
    
    2,591Change in deferred tax asset valuation allowance
    
    
    5,875
    
    
    
    38,662
    
    
    
    102,842$
    
    
    
    $
    
    
    
    $
    (8,090
    )
 Stock Compensation
    2008
    
    
    2009Gross deferred tax assetsNet operating loss carryforwards
    
    $
    57,787
    
    
    $
    138,877Research and development credit carryforwards
    
    
    7,288
    
    
    
    11,629Capitalized R&D expenses
    
    
    18,044
    
    
    
    19,995Accrued expenses and deferred compensation
    
    
    4,711
    
    
    
    5,974Basis difference in synthetic debt
    
    
    14,876
    
    
    
    12,453Reserve on receivables from Sovello AG
    
    
    
    
    
    
    21,323Other, net
    
    
    2,608
    
    
    
    4,146Total gross deferred tax assets
    
    
    105,314
    
    
    
    214,397Less: gross deferred tax liabilitiesDepreciation
    
    
    (2,644
    )
    
    
    (15,885
    )Basis difference in Sovello AG
    
    
    (7,357
    )
    
    
    Basis difference in convertible debt
    
    
    (25,055
    )
    
    
    (22,399
    )Deferred tax asset valuation allowance
    
    
    (77,615
    )
    
    
    (176,113
    )Net deferred tax liability
    
    $
    (7,357
    )
    
    $
    
 F-31




---



##### Table of Contents



Income Tax
  2008
    
    
    2009Balance at beginning of year
    
    $
    
    
    
    $
    1,995Additions based on current year tax positions
    
    
    141
    
    
    
    80Additions based on prior year tax positions
    
    
    1,854
    
    
    
    20Balance at end of year
    
    $
    1,995
    
    
    $
    2,095
   16. NET LOSS PER COMMON SHARE
 Earning Per Share
  F-32




---



##### Table of Contents



17. GEOGRAPHICAL AND CUSTOMER CONCENTRATION OF INFORMATION
  For the Years Ended December 31,2007
    
    2008
    
    2009By geography:United States
    
    
    82
    %
    
    
    58
    %
    
    
    26
    %Germany
    
    
    7
    %
    
    
    28
    %
    
    
    52
    %All other
    
    
    11
    %
    
    
    14
    %
    
    
    22
    %100
    %
    
    
    100
    %
    
    
    100
    %By customer:IBC Solar AG
    
    
    
    
    
    
    4
    %
    
    
    17
    %Ralos Vertriebs GmbH
    
    
    1
    %
    
    
    15
    %
    
    
    15
    %Wagner & Co. Solartechnik GmbH
    
    
    1
    %
    
    
    1
    %
    
    
    14
    %groSolar
    
    
    12
    %
    
    
    4
    %
    
    
    2
    %SunPower Corporation
    
    
    31
    %
    
    
    31
    %
    
    
    SunEdison
    
    
    14
    %
    
    
    2
    %
    
    
    All other
    
    
    41
    %
    
    
    43
    %
    
    
    52
    %100
    %
    
    
    100
    %
    
    
    100
    %
 18. RELATED PARTY TRANSACTIONS
   F-33




---



##### Table of Contents



19. EMPLOYEE STOCK PURCHASE PLAN
   20. WARRANTS
  21. EMPLOYEES SAVINGS PLAN
  F-34




---



##### Table of Contents



22. LEASES
         2010
    
    $
    2,2442011
    
    
    1,0582012
    
    
    9392013
    
    
    3892014
    
    
    8Thereafter
    
    
    Total
    
    $
    4,638
  F-35




---



##### Table of Contents



23. UNAUDITED QUARTERLY RESULTS
  QUARTERLY STATEMENT OF OPERATIONS
(In thousands, except per share data)
Unaudited
 Mar 29,
    
    
    Jun 28,
    
    
    Sept 27,
    
    
    Dec 31,
    
    
    Apr 4,
    
    
    Jul 4,
    
    
    Oct 3,
    
    
    Dec 31,2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2009Revenues:Product
    
    $
    18,259
    
    
    $
    18,118
    
    
    $
    17,803
    
    
    $
    41,065
    
    
    $
    54,439
    
    
    $
    62,697
    
    
    $
    75,450
    
    
    $
    74,526Royalty and fee
    
    
    4,688
    
    
    
    4,638
    
    
    
    4,264
    
    
    
    3,124
    
    
    
    1,367
    
    
    
    1,141
    
    
    
    2,208
    
    
    
    20Total revenues
    
    
    22,947
    
    
    
    22,756
    
    
    
    22,067
    
    
    
    44,189
    
    
    
    55,806
    
    
    
    63,838
    
    
    
    77,658
    
    
    
    74,546Cost of revenues
    
    
    15,231
    
    
    
    14,863
    
    
    
    20,820
    
    
    
    42,159
    
    
    
    55,122
    
    
    
    62,628
    
    
    
    70,092
    
    
    
    65,642Gross profit
    
    
    7,716
    
    
    
    7,893
    
    
    
    1,247
    
    
    
    2,030
    
    
    
    684
    
    
    
    1,210
    
    
    
    7,566
    
    
    
    8,904Operating expenses:Research and development
    
    
    4,943
    
    
    
    5,887
    
    
    
    5,541
    
    
    
    5,668
    
    
    
    4,446
    
    
    
    4,444
    
    
    
    4,417
    
    
    
    4,751Selling, general and administrative
    
    
    4,992
    
    
    
    5,894
    
    
    
    6,174
    
    
    
    6,808
    
    
    
    6,376
    
    
    
    6,742
    
    
    
    5,872
    
    
    
    7,270Write-off of loan receivable from silicon supplier
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,882
    
    
    
    
    
    
    
    
    
    
    
    Equipment write-offs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,034
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,008Facility start-up
    
    
    3,419
    
    
    
    8,573
    
    
    
    8,956
    
    
    
    9,675
    
    
    
    3,459
    
    
    
    687
    
    
    
    2,493
    
    
    
    3,468Restructuring charges
    
    
    1,862
    
    
    
    2,708
    
    
    
    2,709
    
    
    
    23,134
    
    
    
    1,792
    
    
    
    825
    
    
    
    777
    
    
    
    8,546Total operating expenses
    
    
    15,216
    
    
    
    23,062
    
    
    
    23,380
    
    
    
    53,319
    
    
    
    59,955
    
    
    
    12,698
    
    
    
    13,559
    
    
    
    30,043Operating loss
    
    
    (7,500
    )
    
    
    (15,169
    )
    
    
    (22,133
    )
    
    
    (51,289
    )
    
    
    (59,271
    )
    
    
    (11,488
    )
    
    
    (5,993
    )
    
    
    (21,139
    )Other income (expense), netForeign exchange gains (losses), net
    
    
    3,814
    
    
    
    (158
    )
    
    
    (5,017
    )
    
    
    (2,717
    )
    
    
    (699
    )
    
    
    1,681
    
    
    
    2,478
    
    
    
    (810
    )Interest income
    
    
    3,027
    
    
    
    2,735
    
    
    
    4,242
    
    
    
    2,691
    
    
    
    2,213
    
    
    
    1,341
    
    
    
    118
    
    
    
    1,056Interest expense
    
    
    (316
    )
    
    
    (46
    )
    
    
    (3,295
    )
    
    
    (4,711
    )
    
    
    (5,380
    )
    
    
    (6,532
    )
    
    
    (7,430
    )
    
    
    (7,638
    )Other income (expense), net
    
    
    6,525
    
    
    
    2,531
    
    
    
    (4,070
    )
    
    
    (4,737
    )
    
    
    (3,866
    )
    
    
    (3,510
    )
    
    
    (4,834
    )
    
    
    (7,392
    )Loss before equity income (loss) from interest in
Sovello AG,
impairment of equity investment and income tax benefit
    
    
    (975
    )
    
    
    (12,638
    )
    
    
    (26,203
    )
    
    
    (56,026
    )
    
    
    (63,137
    )
    
    
    (14,998
    )
    
    
    (10,827
    )
    
    
    (28,531
    )Equity income (loss) from interest in Sovello AG
    
    
    950
    
    
    
    3,716
    
    
    
    1,558
    
    
    
    2,211
    
    
    
    (1,152
    )
    
    
    (5,340
    )
    
    
    (9,710
    )
    
    
    (13,546
    )Impairment and other charges associated with
equity investment
in Sovello AG
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69,713
    )
    
    
    (56,344
    )Income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,805
    )
    
    
    (285
    )Net loss
    
    $
    (25
    )
    
    $
    (8,922
    )
    
    $
    (24,645
    )
    
    $
    (53,815
    )
    
    $
    (64,289
    )
    
    $
    (20,338
    )
    
    $
    (82,445
    )
    
    $
    (98,136
    )Net loss per share basic and diluted
    
    $
    (0.00
    )
    
    $
    (0.08
    )
    
    $
    (0.19
    )
    
    $
    (0.33
    )
    
    $
    (0.40
    )
    
    $
    (0.11
    )
    
    $
    (0.40
    )
    
    $
    (0.48
    )Weighted average shares used in computing basic and
diluted
net loss per share
    
    
    108,816
    
    
    
    118,327
    
    
    
    132,034
    
    
    
    161,678
    
    
    
    161,888
    
    
    
    180,745
    
    
    
    204,790
    
    
    
    204,914
 F-36




---



##### Table of Contents



24. VALUATION AND QUALIFYING ACCOUNTS
  Balance atBeginning
    
    Charged to
    
    
    
    
    
    Adoption of New
    
    Balance atDescription
    
    of Period
    
    Operations
    
    Deductions
    
    Accounting Standard
    
    End of PeriodYear ended December 31, 2007Reserves and allowances deducted
from asset accounts:Income tax valuation allowance
    
    
    42,794
    
    
    
    5,875
    
    
    
    (5,279
    )
    
    
    
    
    
    
    43,390Allowance for doubtful accounts
    
    
    100
    
    
    
    (1
    )
    
    
    (14
    )
    
    
    
    
    
    
    85Year ended December 31, 2008Reserves and allowances deducted
from asset accounts:Income tax valuation allowance
    
    
    43,390
    
    
    
    37,731
    
    
    
    22,567
    
    
    
    (26,073
    )
    
    
    77,615Allowance for doubtful accounts
    
    
    85
    
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    80Year ended December 31, 2009Reserves and allowances deducted
from asset accounts:Income tax valuation allowance
    
    
    77,615
    
    
    
    102,842
    
    
    
    (4,344
    )
    
    
    
    
    
    
    176,113Allowance for doubtful accounts
    
    
    80
    
    
    
    45
    
    
    
    (45
    )
    
    
    
    
    
    
    80
 F-37




---



##### Table of Contents



SIGNATURES
 th
 EVERGREEN SOLAR, INC.By:
    /s/ Richard M. FeldtRichard M. FeldtChief Executive Officer, President and Chairman of the 
Board (Principal Executive Officer)




---



##### Table of Contents



POWER OF ATTORNEY
   Name
    
    Title
    
    Date/s/ Richard M. Feldt
    
    Chief Executive Officer, President and Chairman of the Board
    
    March 8, 2010Richard M. Feldt
    
    (Principal Executive Officer)/s/
Michael El-Hillow
    
    Chief Financial Officer and Secretary
    
    March 8, 2010Michael El-Hillow
    
    (Principal Financial and Accounting Officer)/s/ Allan H. Cohen
    
    Director
    
    March 8, 2010Allan H. Cohen/s/ Edward C. Grady
    
    Director
    
    March 8, 2010Edward C. Grady/s/
Dr. Peter W. Cowden
    
    Director
    
    March 8, 2010Dr. Peter W. Cowden/s/
Tom L. Cadwell
    
    Director
    
    March 8, 2010Tom L. Cadwell/s/
Dr. Susan F. Tierney
    
    Director
    
    March 8, 2010Dr. Susan F. Tierney




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



Number
    
    Description
    
    Incorporation by Reference10.18
    
    Supply Agreement by and between the Registrant
and OCI, dated January 30, 2008
    
    Exhibit 10.41 to the
Registrants Annual
Report on Form 10-K/A for
the period ended
December 31, 2007, filed
on August 8, 200810.19
    
    Master Supply Agreement by and between the
Company and Ralos Vertriebs GmbH, dated May 21,
2008
    
    Exhibit 10.1 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended June 28,
2008, filed on August 4,
200810.20
    
    Master Supply Agreement by and between the
Company and Wagner & Co Solartechnik GmbH,
dated June 18, 2008
    
    Exhibit 10.2 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended June 28,
2008, filed on August 4,
200810.21
    
    Share Lending Agreement dated as of June 26,
2008 between the Company and Lehman Brothers
International (Europe), through Lehman Brothers
Inc.
    
    Exhibit 10.5 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended June 28,
2008, filed on August 4,
200810.22
    
    Capped Call Transaction agreement dated June
26, 2008 between the Company and Lehman
Brothers OTC Derivatives Inc.
    
    Exhibit 10.6 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended June 28,
2008, filed on August 4,
200810.23
    
    Master Supply Agreement by and between the
Company and IBC Solar AG, dated July 14, 2008
    
    Exhibit 10.32 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200810.24
    
    Amended and Restated Sales Representative
Agreement by and Between the Registrant and
Sovello dated October 6, 2008
    
    Exhibit 10.33 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200810.25
    
    Quad Technology License Agreement by and
Between the Registrant and Sovello dated
October 6, 2008
    
    Exhibit 10.34 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200810.26
    
    Addendum to Quad Technology License Agreement
by and Between the Registrant and Sovello dated
October 6, 2008
    
    Exhibit 10.35 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200810.27
    
    Undertaking of Evergreen Solar dated October 6,
2008
    
    Exhibit 10.36 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200810.28
    
    Amended and Restated Master Joint Venture
Agreement by and among the Registrant, Q-Cells,
REC and Sovello AG, dated November 6, 2008
    
    Exhibit 10.37 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200810.29§
    
    Form of Amended and Restated Change of Control
Severance Agreement between the Registrant and
Richard M. Feldt
    
    Exhibit 10.38 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 2008
 E-3




---



##### Table of Contents



Number
    
    Description
    
    Incorporation by Reference10.30§
    
    Form of Amended and Restated Change of Control
Severance Agreement between the Registrant and
each of Michael El-Hillow and Brown Williams
    
    Exhibit 10.39 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200810.31§
    
    Form of Amended and Restated Change of Control
Severance Agreement between the Registrant and
each of
Richard G. Chleboski and Lawrence Felton
    
    Exhibit 10.40 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200810.32§
    
    Amended and Restated Management Incentive Policy
    
    Exhibit 10.41 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200810.33
    
    PV License Agreement by and between ESLR1, LLC
and TISICS Ltd. dated September 5,2007
    
    Exhibit 10.42 to the
Registrants Annual
Report on Form 10-K for
the period ended
December 31, 2008, filed
on March 2, 200810.34
    
    Frame Agreement between the Registrant, Jiawei
Solar (Wuhan) Co. (Jiawei Wuhan) and the
Wuhan Donghu New Technology Development Zone
Management Committee dated April 30, 2009
    
    Exhibit 10.3 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended July 4,
2009, filed on August 12,
200910.35
    
    Relationship Agreement by and among Jiawei
Solarchina Co., Ltd. (Jiawei China), Jiawei
Wuhan, the Registrant and Evergreen Solar
(Wuhan) Co., Ltd. (Evergreen Wuhan), dated
July 14, 2009
    
    Exhibit 10.1 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 200910.36
    
    Manufacturing Services Agreement by and among
Jiawei China, Jiawei Wuhan, the Registrant and
Evergreen Wuhan, dated July 14, 2009
    
    Exhibit 10.2 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 200910.37
    
    Increase Registered Capital and Enlarge Shares
Agreement between Hubei Science & Technology
Investment Co., Ltd. and the Registrant on
Evergreen Wuhan dated July 24, 2009
    
    Exhibit 10.3 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 200910.38
    
    Equity Transfer Agreement Among The Registrant,
HSTIC and various other parties dated July 24,
2009 and Delivered September 22, 2009
    
    Exhibit 10.4 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 200910.39
    
    Amendment made on August 5, 2009 to Master
Supply Agreement by and between the Registrant
and Ralos Vertriebs Gmbh, dated May 21, 2008
    
    Exhibit 10.5 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 200910.40
    
    Amendment made on August 3, 2009 to Master
Supply Agreement by and between the Registrant
and Wagner & Co Solartechnik GmbH, dated June
18, 2008
    
    Exhibit 10.6 to the
Registrants Quarterly
Report on Form 10-Q for
the period ended October
3, 2009, filed on
November 10, 2009
 E-4




---



##### Table of Contents



Number
    
    Description
    
    Incorporation by Reference10.41
    
    Amendment dated on or about October 1, 2009 to
Master Supply Agreement by and between the
Registrant and IBC Solar AG, dated July 14,
2008
    
    *10.42
    
    First Amendment entered into October 2, 2009 to
the Supply Agreement by and between the
Registrant and Solaricos Trading, Ltd. dated
October 24, 2007
    
    *10.43
    
    First Amendment entered into January 1, 2010 to
the Supply Agreement by and between OCI and the
Registrant dated April 17, 2007
    
    *10.44
    
    First Amendment entered into January 1, 2010 to
the Supply Agreement by and between OCI and the
Registrant dated January 30, 2008
    
    *23.1
    
    Consent of PricewaterhouseCoopers LLP, an
Independent Registered Public Accounting Firm
    
    *31.1
    
    Certification of the Chief Executive Officer
pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    *31.2
    
    Certification of the Chief Financial Officer
pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    *32.1
    
    Certification of the Chief Executive Officer
pursuant to Rule 13a-14(d) and Rule 15d-14(d)
of the Securities Exchange Act of 1934, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    *32.2
    
    Certification of the Chief Financial Officer
pursuant to Rule 13a-14(d) and Rule 15d-14(d)
of the Securities Exchange Act of 1934, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    *
 
 
    
    Confidential treatment granted as to certain portions. E-5




---



##### Table of Contents




    
    Confidential treatment requested as to certain portions.§
    
    Indicates a management contract or compensatory plan, contract or arrangement.*
    
    Not applicable (filed herewith) E-6