exv10w41





Exhibit 10.41


EVERGREEN SOLAR, INC.


Amended
and Restated Management Incentive Plan


The purpose of the Management Incentive Plan is to recognize and reward key employees of Evergreen
Solar (the “Company”) for the business performance of the organization. The Management Incentive
Plan is based on Company performance results, compared to annually established plan goals.




Objectives




	 	 	 
	-

	 	Promote strong linkage between employee contributions and overall
Company performance that enhances shareholder value.
	 
	 	 
	-

	 	Reward performance that directly supports the achievement of Company
annual business objectives.
	 
	 	 
	-

	 	Attract and retain critical technical and management talent necessary
for the Company’s success.
	 
	 	 
	-

	 	Provide the opportunity for significant compensation based on Company
annual performance.






Eligibility



Plan participants will include: CEO, SVPs, VPs, Directors and all other Professional Staff. The
plan allows the inclusion of other non-referenced employees as approved by the CEO or Compensation
Committee. Plan participants are eligible for a bonus plan payout provided they were employed (and
participating in the plan) prior to October 1st of the plan year and remained employed
through December 31st of the plan year.




Individual Participation Levels



Participation in the Management Incentive Plan will be based on position level in the company at
the beginning of each calendar year. EMPLOYEES HIRED OR PROMOTED INTO A BONUS ELIGIBLE POSITION ON
OR AFTER OCTOBER 1ST WILL NOT BE ELIGIBLE FOR PARTICIPATION IN THE MANAGEMENT INCENTIVE PLAN.
Promotions and new hires prior to October 1st will be eligible for participation in the plan on a
pro-rated basis, determined by using the promotion date or hire date. The following table
identifies eligible participants and the targeted bonus level:




	 	 	 
	Position Level	 	Incentive Target
	Level 6

	 	100% of base salary (based on 100% attainment of Company
Performance Targets AND Corporate Strategic Goals)
	 
	 	 
	Level 4

	 	75% of base salary (based on 100% attainment of Company
Performance Targets AND Corporate Strategic Goals)






 









 






	 	 	 
	Position Level	 	Incentive Target
	Level 4

	 	50% of base salary (based on 100% attainment of Company
Performance Targets AND Corporate Strategic Goals)
	 
	 	 
	Level 3

	 	25% of base salary (based on 100% attainment of Company
Performance Targets AND Corporate Strategic Goals)
	 
	 	 
	Level 2

	 	10% of base salary (based on 100% attainment of Company
Performance Targets AND Corporate Strategic Goals)
	 
	 	 
	Level 1

	 	5% of base salary (based on 100% attainment of Company
Performance Targets AND Corporate Strategic Goals)





Actual Management Incentive Plan payments can be more or less than the targeted amount based on
Company Performance Target Calculations and/or achievement of Corporate Strategic Goals and
departmental objectives.



All plan participants become eligible for bonus payout based on the attainment of Company
Performance Targets and the achievement of Corporate Strategic Goals. All plan participants must
be performing at a “Meets Expectations” level or above, and must be employed by Evergreen Solar at
the time plan payments are made.



Company Performance Targets



Total Company performance for the purposes of this bonus plan will be determined by attainment of
financial, strategic and/or departmental objectives. Specific targets will be determined and
communicated to plan participants on an annual basis.



The CEO, in conjunction with the Board of Directors, reserves the right to amend or change Company
Performance Targets at any time during the plan year, if such a change is deemed to be in the best
interest of Evergreen Solar, Inc.



The CEO and the Board of Directors also reserve the right to make discretionary bonus payments to
plan and non-plan participants, based on their contribution to Evergreen Solar goals and
objectives, regardless of the achievement of Company Performance Targets.



Company Strategic Objectives



As the company enters its next growth phase, we are cognizant that many factors beyond pure
financial measures will contribute to our overall success. As such, the Management Incentive Plan
payouts will be calculated based on the attainment of financial targets as well as Corporate
Strategic Goals and departmental objectives. Specific Corporate Strategic Goals will be
established and communicated by the CEO, and must be executed by year-end in order for plan
participants to receive a bonus payout.




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Establishment of Company Performance Targets and Departmental Objectives



The CEO will recommend financial performance targets for the coming year to the Compensation
Committee. He will also establish and gain necessary approvals relative to the Corporate Strategic
Goals for the upcoming year. The Compensation Committee will set the coming year’s targets at the
last meeting of each calendar year or no later than the end of Q1.



Determination and Approval of Company Performance Results



The CEO will review Company performance with the Board of Directors and the Compensation Committee
at the first meeting of each calendar year. Upon approval from the Compensation Committee,
Management Incentive Plan calculations will be initiated and payment will be made to eligible
participants.



Payment Timing



Awards will be paid in a lump sum as soon as practical following the Compensation Committee’s
approval of the Company’s performance results and departmental objective results, but not earlier
than January 1 and not later than March 15 of the year following the calendar year to which the
awards relate (the “Applicable Period”). To the extent that an award is not paid within the
Applicable Period but is paid by December 31 of the calendar year which includes the Applicable
Period, then it is intended that such payment shall be treated as made at a “specified time” (i.e.,
the calendar year which includes the Applicable Period) for purposes of complying with Section 409A
of the Internal Revenue Code of 1986, as amended.





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