AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.01

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

          This Agreement is made as of this 3rd day of May, 2007 (this “Agreement”), by and between FIRST SOLAR, INC., a Delaware corporation having its principal office at 4050 East Cotton Boulevard, Building 6, Suite 68, Phoenix, AZ 85040 (hereinafter, “Employer”) and GEORGE A. (“CHIP”) HAMBRO (hereinafter “Employee”).

WITNESSETH :

          WHEREAS, Employer and Employee wish to (a) amend and restate the Employment Agreement dated May 30, 2001, as amended as of February 3, 2003 (the “Prior Employment Agreement”) and (b) irrevocably waive certain provisions contained in the First Solar Holdings, LLC 2003 Unit Option Plan (the “Plan”) and in the option agreements entered into between Employer and Employee dated December 8, 2003 (the “2003 Stock Option Agreement”) and December 14, 2005 (the “2005 Stock Option Agreement”, and together with the 2003 Stock Option Agreement, the “Stock Option Agreements”) and (c) enter into this agreement relating to the employment of Employee by Employer; and

          WHEREAS, Employer and Employee entered into a Change in Control Severance Agreement, dated as of December 8, 2003, between Employer and Employee (the “CIC Agreement”).

          NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants, terms and conditions set forth herein, and intending to be legally bound hereby, it is hereby agreed between Employer and Employee as follows:

ARTICLE I

Employment

          1.1. Term . The term of this Agreement shall commence on May 3, 2007 (the “Effective Date”) and end on June 30, 2009 (the “Projected Separation Date”), subject to earlier termination as provided in Section 1.4 (such period, the “Term”). Articles III, IV, V, VI, VII, VIII and IX of this Agreement shall survive any termination of this Agreement. To the extent of the subject matter hereof, this Agreement shall replace and supercede any other agreement between Employer and Employee and any plan or policy of Employer, except as otherwise required by applicable law.

          1.2. Position and Duties of Employee . Employer hereby employs Employee in the capacity of Vice President, and Employee hereby accepts such position, and agrees to provide general assistance and advice to the President regarding the transition of Employee’s prior duties. Employee agrees to provide his services under the general direction of the President. Employer and Employee shall mutually agree on the number of hours to be worked by Employee per week. Employer and Employee acknowledge that Employee’s responsibilities shall be such that Employee shall not be considered an executive officer for purposes of Section 16 of the Securities and Exchange

Act of 1934, as amended, and therefore Employee agrees that he shall not, and shall have no authority or power to, perform any policy-making function for the Employer.

          1.3. No Salary or Benefits Continuation Beyond Termination . Except as may be required by law or as otherwise specified in this Agreement, Employer shall not be liable to Employee for any salary or benefits continuation beyond the date of Employee’s cessation of employment with Employer.

          1.4. Termination of Employment . Employee’s employment and the Term shall terminate upon the earliest of: (i) Employee’s death; (ii) unless waived by Employer, Employee’s disability, either physical or mental (as determined by a physician chosen by Employer) which renders Employee unable, for a period of at least six (6) months, effectively to perform the obligations, duties and responsibilities of Employee’s employment with Employer; (iii) the termination of Employee’s employment by Employer for cause (as hereinafter defined); (iv) Employee’s voluntary resignation; (v) the termination of Employee’s employment by Employer without cause and (vi) the Projected Separation Date. As used herein, “cause” shall mean (a) fraudulent or illegal conduct of Employee relating to the business of Employer or Employee’s performance of his employment with Employer; (b) misappropriation of Employer funds; (c) conviction of a felony whether or not relating to the business of Employer or Employee’s employment with Employer; (iv) conviction of, or a finding of liability by a court of competent jurisdiction for, a willful breach of any statutory or common law duty of loyalty to Employer; or (v) breach of the covenants in Articles III, IV, V and VI.

          1.5. Severance Payments . If Employee’s employment is terminated for any reason other than due to Section 1.4(iii) (termination with cause by Employer), Section 1.4(iv) (voluntary resignation by the Employee) or Section 1.4(vi) (scheduled expiration of the Term), then, in any such case, subject to Section 1.7, Employee shall be entitled to the following payments and benefits:

     (i) payment, in lump sum, within 30 days following such termination, of an amount equal to (a) $600,000 minus the sum of (A) the amounts paid as Base Salary to Employee prior to such termination during the Term and (B) the amounts paid under clause (c) below; (b) the dollar value of any accrued and unpaid (and unforfeited) vacation; and (c) the value of any accrued and unpaid Base Salary;

     (ii) any unvested options to purchase common stock of Employer granted to Employee prior to the date hereof and held by the Employer as of the date of such termination shall be vested in full on the termination date and, if Employee’s employment is terminated by Employer without cause, such options shall remain exercisable until the later of the Projected Separation Date and 180 days following such termination; and

     (iii) from the date of termination, if Employee elects to continue medical benefits after such termination, as provided by applicable plans and laws, payment by Employer of the premiums that Employee is required to pay to maintain such continuation coverage, at the same level of coverage that was in effect on the date

of such termination until the earliest of: (a) June 30, 2009; (b) the date on which Employee becomes eligible for comparable group insurance coverage from any other employer; and (c) the date that continuation coverage ends under the applicable plan or laws.

          1.6. Vesting of Options on Projected Separation Date . Subject to Employee’s continued employment through the Projected Separation Date, any unvested options to purchase common stock of Employer granted to Employee prior to the date hereof and held by Employee as of the Projected Separation Date shall be vested in full on the Projected Separation Date. Such unvested options will however vest immediately upon the events specified in the Stock Option Agreements or the CIC Agreement or in the event of Employee’s termination by Employer for any reason other than for Cause.

          1.7. Release . Notwithstanding anything to the contrary, no severance payments shall be made or benefits provided under Sections 1.5 and 1.6 unless, Employee executes a general release in favor of Employer and its affiliates, substantially in the form attached hereto as Exhibit A, and such release is effective and irrevocable.

ARTICLE II

Compensation

          2.1. Base Salary . Employee shall be compensated at an annual rate of base salary of Three Hundred Thousand Dollars ($300,000.00) during the Term (“Base Salary”). If Employee elects to forgo medical benefits provided by Employer, Employee will be paid an additional amount of compensation at the annual rate of Ten Thousand Dollars ($10,000) (the “Additional Payments”). Such Base Salary and Additional Payments shall be paid in accordance with Employer’s standard policies and shall be subject to such withholdings as are required by law.

          2.2. Benefits . During the Term, Employee also shall be entitled to participate in all employee benefit plans and programs of Employer. Employer provides no assurance as to the adoption or continuance of any particular employee benefit plan or program, and Employee’s participation in any such plan or program shall be subject to the provisions, rules and regulations applicable thereto. If during the Term, Employee is deemed to no longer qualify for any benefit plan of Employer, Employer shall reimburse Employee for Employee’s costs of obtaining equivalent benefits.

          2.3. Reimbursement of Business Expenses . Employee may incur reasonable expenses in the course of employment hereunder for which he shall be eligible for reimbursement or advances in accordance with Employer’s standard policy therefor.

ARTICLE III

Invention, Disclosure, Patent Assignment and Copyright

          3.1. Disclosure of Inventions . Employee shall promptly disclose in writing to Employer complete and accurate information concerning each and every invention, discovery, improvement, device, design, apparatus, practice, process, software or computer program, method or product, whether or not patentable or copyrightable, made, developed, perfected, devised, conceived or first reduced to practice by Employee, either solely or in collaboration with others, during the term of Employee’s employment (an “Invention”).

          3.2. Employer Inventions . Any and all Inventions relating to the actual or contemplated business, technologies or products of Employer are and shall be the exclusive property of Employer (collectively, the “Employer Inventions”). Employee hereby assigns to Employer any and all of Employee’s right, title and interest in and to any and all of the Employer Inventions, without further payment or other form of consideration. Employee agrees to execute such additional applications, assignments and other documents, and to perform such other actions, as Employer may in the future reasonably request in order to confirm in Employer the rights granted pursuant to this Section 3.2.

          3.3. Inventions Which Are Not Employer Inventions . If Employee develops an Invention which Employee believes is not an Employer Invention, Employee shall disclose in writing to Employer all information reasonably requested by Employer from time to time concerning such Invention for the purpose of permitting Employer to confirm, determine and/or verify that the Invention is not an Employer Invention. If Employer determines that such Invention is an Employer Invention, Employee shall not disclose, assign, license, use, sell or in any other manner exploit such Invention until the question of whether it is an Employer Invention has been finally resolved, either by agreement between Employer and Employee or by final, non-appealable order entered by a court of competent jurisdiction.

          3.4. Assignments; Execution of Documents by Employee . Upon the request of Employer, whether during the term of Employee’s employment or thereafter, Employee shall perform all lawful acts, including, but not limited to, the execution of papers and lawful oaths and the giving of testimony, that in the opinion of Employer, its successors and assigns, may be necessary or desirable in obtaining, sustaining, reissuing, extending and enforcing United States and foreign Letters Patents, including, but not limited to, design patents, on any and all Employer Inventions, and for perfecting, affirming and recording Employer’s complete ownership of and title thereto. Such acts shall be performed by Employee during the term of Employee’s employment without the payment of additional compensation by Employer; provided , however , that if Employee is asked to undertake or perform any such acts after the termination of Employee’s employment with Employer, Employee shall be entitled to reasonable compensation for the performance of such acts.

          3.5. Employee’s Records . Employee shall keep complete, accurate and authentic accounts, notes, data and records of all of the Inventions in the manner and form requested by Employer. Such accounts, notes, data and records relating to Employer Inventions shall be the exclusive property of Employer, and, upon its request, Employee shall promptly surrender the same to Employer or, if not previously surrendered upon Employer’s request or otherwise, Employee shall surrender the same, and all copies thereof, to Employer upon the conclusion of his or her employment.

          3.6. United States Government Contracts . Employee understands that Employer may enter into agreements or arrangements with agencies of the United States Government, and that Employer may be subject to laws and regulations which impose obligations, restrictions and limitations on it with respect to inventions and patents which may be acquired by it or which may be conceived or developed by employees, consultants or other agents rendering services to it. Employee agrees that he shall be bound by all such obligations, restrictions and limitations applicable to any said invention conceived or developed by him during the term of his employment and shall take any and all further action which may be required to discharge such obligations and to comply with such restrictions and limitations.

ARTICLE IV

Ventures

          4.1. If, during the term of his employment, Employee is engaged in or associated with the research, investigation, planning or implementation of any project, program or venture on behalf of or involving Employer, all rights in the project, program or venture shall belong exclusively to Employer and shall constitute an opportunity belonging exclusively to Employer. Except as approved in advance and in writing by Employer, Employee shall not be entitled to any interest in such project, program or venture or to any commission, finder’s fee or other compensation in connection therewith.

ARTICLE V

Non-Competition & Non-Solicitation

          5.1. Definition of “Employer” . For purposes of this Article V, the term “Employer” includes Employer, its subsidiaries and affiliates, and any other business enterprises through which Employer conducts business from time to time, whether alone or with others.

          5.2. Covenant Not To Compete . Employee agrees that during his employment with Employer and for the Post-Employment Non-Competition Period (as defined below in this Section 5.2), Employee shall not become employed by, become a director, officer, shareholder, partner, manager or member of, or consultant to, or otherwise enter into, conduct, or advise or assist any business, other than that of Employer (or any successor to the operations of Employer) that engages in the

manufacture of photovoltaic products anywhere in the world. Ownership of not more than five percent (5%) of the issued and outstanding shares of a class of securities of a corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market shall not cause Employee to be in violation of this provision. As used in this Agreement, the term “Post-Employment Non-Competition Period” means a period of (a) three (3) years following May 1, 2007 or (b) one (1) year after termination, whichever is later.

          5.3. No Solicitation . During the term of this Agreement and during the Post-Employment Non-Competition Period, if any, Employee shall not (a) solicit, divert or take away, or attempt to divert or take away, the business or patronage of any of the clients, customers or accounts of Employer serviced by Employee during any part of the term of Employee’s employment with Employer, or any of the prospective clients, customers or accounts of Employer which were contacted, solicited or served by Employee during any part of the time Employee was employed by Employer, or (b) directly or indirectly recruit, solicit or hire any employee of Employer, or induce or attempt to induce any employee of Employer to discontinue his or her employment relationship with Employer.

          5.4. Severability . Employee acknowledges and a