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Change of Control Severance Agreement

EVERGREEN SOLAR, INC.

CHANGE OF CONTROL SEVERANCE AGREEMENT

This Change of Control Severance Agreement (the Agreement) is made and entered into by and between Richard Chleboski (Executive) and Evergreen Solar, Inc. (the Company), effective as of June 14, 2007 (the Effective Date).

1. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the Board) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein) of the Company.

2. The Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue his employment and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

3. The Board believes that it is imperative to provide Executive with certain benefits upon a Change of Control and with certain severance benefits upon Executives termination of employment following a Change of Control. These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of Control.

4. Certain capitalized terms used in the Agreement are defined in Section 7 below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Term of Agreement. This Agreement will have a term of three (3) years commencing on the Effective Date. On the third anniversary of the Effective Date, and on each annual anniversary of the Effective Date thereafter, this Agreement automatically will renew for an additional one (1)-year term unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the date of automatic renewal.

2. At-Will Employment. The Company and Executive acknowledge that Executives employment is and will continue to be at-will, as defined under applicable law, except as may otherwise be specifically provided under the terms of any written formal employment agreement between the Company and Executive (an Employment Agreement). If Executives employment terminates for any reason, including (without limitation) any termination not set for in Section 4

hereof, Executive will not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement or under Executives Employment Agreement.

3. Acceleration of Vesting on Change of Control. Upon the consummation of a Change of Control (i) Executives outstanding equity awards, including without limitation stock options and restricted stock, will immediately vest and become exercisable or become released from the Companys repurchase or reacquisition right as to (A) that number of unvested shares that would have vested during the period between the equity awards most recent vesting date (or grant date if no vesting date has been reached) and the Change of Control if the equity awards had been granted with a monthly vesting schedule and (B) that number of unvested shares that would have otherwise vested during the last twelve (12) months of each equity awards vesting schedule, and (ii) all performance targets for all of Executives performance-based equity awards will be deemed fully achieved on the first anniversary of the Change of Control if Executive is employed on such date.

4. Severance Benefits.

(a) Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company or its Affiliates terminate Executives employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

(i) Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements.

(ii) Severance Payment. Executive will receive monthly severance payments (less applicable withholding taxes) for twelve (12) months following Executives termination equal to (A) one-twelfth of Executives annual base salary as in effect immediately prior to Executives termination date or (if greater) at the level in effect immediately prior to the Change of Control, and (B) one-twelfth of Executives target bonus for the year of Executives termination. Subject to Section 5, the Company will pay the severance payments to which Executive is entitled as salary continuation on the same basis and timing as in effect immediately prior to the Change of Control.

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