Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

The Company amended and restated the employment agreements and change in control agreements with John T. Gaffney, Executive Vice President and Jens Meyerhoff, Chief Financial Officer, on December 29, 2008 and December 30, 2008, respectively, primarily to comply with Section 409A of the Internal Revenue Code of 1986. The amended and restated employment agreements were also amended to provide for one year of acceleration of outstanding equity awards for the executive in the event of death, disability or termination of employment without cause, other than the equity awards granted to Mr. Gaffney upon being hired by the Company which continue to vest fully in the event of Mr. Gaffney's termination of employment without cause. Prior to this amendment, the aforesaid outstanding equity awards continued to vest for one year only in the event of termination of employment without cause.

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Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST SOLAR, INC.

Date: January 8, 2009 By: /s/ Mary Beth Gustafsson Name:

Mary Beth Gustafsson Title: Vice President, General Counsel