Energy Conversion Devices (ENER)

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders

877,086

⁽¹⁾

$

22.27

⁽²⁾

725,882

Equity compensation plans not approved by security holders

90,000

⁽³⁾

$

10.69

—

967,086

$

21.19

725,882

(1)

Includes 2,500 shares issuable upon vesting of restricted stock units (RSUs) that we granted under the 2006 Stock Incentive Plan. The remaining balance consists of outstanding stock option grants.

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options,Warrants and Rights
(a)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(b)

(1)

These plans consist of the 1995 Non-Qualified Stock Option Plan and 2000 Non-Qualified Stock Option Plan.

(2)

On November 18, 1993, we entered into stock option agreements, as amended, (the “Agreements”) with Stanford R. Ovshinsky, our President and Chief Scientist and Technologist, and Dr. Iris Ovshinsky, our Vice President, pursuant to which Mr. Ovshinsky was granted an option to purchase up to 150,000 shares of ECD Common Stock at a price of $7.00 per share and Dr. Ovshinsky was granted an option to purchase up to 100,000 shares of ECD Common Stock at a price of $7.00 per share. The Agreements provided for periodic antidilution protection adjustments based on changes in the number of outstanding shares of ECD Common Stock. Of the 952,159 shares issuable upon exercise, options to acquire 391,294 shares and 260,865 shares were issued to Mr. and Dr. Ovshinsky, respectively. Upon her death, on August 16, 2006, and pursuant to the terms of the Agreements, Dr. Ovshinsky’s 260,865 shares were transferred to her estate.

In June 2005, the Agreements were further amended by deleting the antidilution protection adjustment provisions, and no further options will be granted under the Agreements. The option may be exercised in whole or in part and will terminate either upon 12 months after termination of Mr. Ovshinsky’s employment with ECD for any reason other than voluntary termination.

(3)

On January 15, 1999, we entered into a stock option agreement (the “Agreement”) with Robert C. Stempel, our Chairman and CEO, pursuant to which we granted him an option to purchase up to 300,000 shares of ECD Common Stock at an exercise price of $10.688 per share, the fair market value of the Common Stock as of the date of the Agreement. The option is not subject to vesting requirement and may be exercised from time to time in whole or in part commencing as of the date of grant and ending on the tenth anniversary of such date. There are no securities available for future issuance under this Agreement.

Item 13:

Certain Relationships and Related Transactions

Item 14:

Principal Accountant Fees and Services