UQM TECHNOLOGIES, INC.2002 EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT made as of this ___ day of ______, 2008,between UQM TECHNOLOGIES, INC., a Colorado corporation (together with itsAffiliated Corporations, except where the context requires otherwise, the"Company"), and _____________ (the "Option Holder").

-  Grant of Option. Pursuant to the UQM  Technologies, Inc. 2002 Equity Incentive Plan (the "Plan") and  subject to the terms and conditions of this Agreement, the Company hereby  grants to the Option Holder a non-qualified option (the "Option") to  purchase ______ shares of the common stock of the Company (the  "Stock") at an exercise price per share of $______ (the "Option  Price"). The Option grant shall be effective as of ________ (the  "Effective Date"). The Option is not intended to qualify as an  incentive stock option under Section 422 of the Internal Revenue Code of  1986, as amended (the "Code").**Requirements for Exercise; Vesting.-  In General. Except as provided otherwise in this  Agreement, the Option shall not become exercisable until the Option Holder has  completed one full year of continuous employment after the Effective Date.  Upon the completion of one full year of continuous employment after the  Effective Date, the Option shall become vested and exercisable in increments,  if the Option Holder is still in the employ of the Company on the dates  indicated in the following schedule:
EmploymentVesting Date 
Percentage of Option      That Shall Become Vestedand Exercisable on Each DateOne year from date of grant  
33%Two years from date of grant an additional 33% Three years from date of grantan additional 34%
Except as set forth in Sections 5 and 6 of this  Agreement, the Option shall not be exercisable as to any shares of Stock as to  which the vesting requirements of this Section 2 shall not be satisfied,  regardless of the circumstances under which the Option Holder's employment  by the Company shall be terminated. The number of shares of Stock as to which  the Option may be exercised shall be cumulative, so that once the Option shall  become vested and exercisable as to any shares of Stock it shall continue to  be vested and exercisable as to such shares, until expiration or termination  of the Option as provided in Section 6 hereof. If at any time the number  of shares of Stock that are covered by the vested and exercisable portion of  the Option includes a fractional share, the number of shares of Stock as to  which the Option shall be actually vested and exercisable shall be rounded  down to the next whole share of Stock.
**-  Accelerated Vesting in Certain Circumstances.    The Option Holder shall become 100% vested with respect to the entire    Option, and the entire Option shall become exercisable, upon a    reorganization or change in control of the Company (as defined in Section    5(b) below).**-  Method for Exercising the Option. The Option may  be exercised only by delivery of written notice of exercise, together with  payment of the Option Price as provided below, in person or through certified  or registered mail, fax or overnight delivery to the Company at the following  address: UQM Technologies, Inc., Attention: Corporate Secretary, 425 Corporate  Circle, Golden, Colorado 80401, or such other address as shall be furnished in  writing to the Option Holder by the Company. Such written notice shall specify  that the Option is being exercised, and the number of shares of Stock with  respect to which the Option is exercised, the Option Price shall be paid no  later than 30 days after the notice of exercise is delivered. The Option shall  be exercised only when the Option Price is paid in full.
The Company intends to register the shares of Stock subject  to this Option and this Option on a Form S-8 Registration Statement (or any  successor or replacement Form). Notwithstanding such registration, the Company  may require the Option Holder, as a condition of exercise of this Option, to  give written assurance in substance and form satisfactory to the Company and  its counsel to the effect that the Option Holder is acquiring the Stock for  his own account for investment and not with any present intention of selling  or otherwise distributing the same, and to such other effects as the Company  deems necessary or appropriate in order to comply with federal and state  securities laws. Legends evidencing such restrictions may be placed on the  Stock certificates.

The purchase of such Stock shall take place at the address  of the Company set forth above upon delivery of a notice of exercise that  specifies the number of shares with respect to which the Option is being  exercised and payment of the Option Price for the Stock in full, within 30  days of the delivery of the notice of exercise, (i) by certified or cashier's  check payable to the Company's order, or (ii) by wire transfer to such  account as may be specified by the Company for this purpose, or (iii) by  delivery to the Company of certificates representing the number of shares of  Stock then owned by the Option Holder, the Fair Market Value of which equals  the Option Price of the Stock to be purchased pursuant to the Option, properly  endorsed for transfer to the Company; provided, however, that no Option may be  exercised by delivery to the Company of certificates representing Stock,  unless such Stock has been held by the Option Holder for more than six (6)  months, or (iv) by delivery to the Company of a properly executed notice of  exercise together with irrevocable instructions to a broker to deliver to the  Company promptly the amount of the proceeds of the sale of all or a portion of  the Stock or of a loan from the broker to the Option Holder required to pay  the Option Price; provided, however, that if the Option Holder is subject to  the Sarbanes-Oxley Act of 2002, the Option Price shall not be paid with the  proceeds of a loan. For purposes of this Option, the Fair Market Value of any  shares of Stock delivered in payment of the Option Price upon exercise of the  Option shall be the Fair Market Value as of the exercise date; the exercise  date shall be the day of delivery of the certificates for the Stock used as  payment of the Option Price.

Upon such notice to the Company and payment of the Option  Price, the exercise of the Option shall be deemed to be effective, and a  properly executed certificate or certificates representing the Stock so  purchased shall be issued by the Company and delivered to the Option Holder.
**-  Adjustment of the Option.**-  Adjustment by Stock Split, Stock Dividend, Etc.    If at any time the Company increases or decreases the number of its    outstanding shares of Stock, or changes in any way the rights and privileges    of such shares, by means of the payment of a stock dividend or the making of    any other distribution on such shares payable in Stock, or through a Stock    split or subdivision of shares, or a consolidation or combination of shares,    or through a reclassification or recapitalization involving the Stock, the    numbers, rights and privileges of the shares of Stock included in the Option    shall be increased, decreased or changed in like manner as if such shares    had been issued and outstanding, fully paid and non-assessable at the time    of such occurrence.**Other Distributions and Changes in the Stock. Ifthe Company shall at any time distribute with respect to the Stock assets orsecurities of persons other than the Company (excluding cash or distributionsreferred to in subsection (a)) or grant to the holders of its Stock rights tosubscribe pro rata for additional shares thereof or for any other securities ofthe Company or there shall be any other change (except as described insubsection (a)) in the number or kind of outstanding shares of Stock or of anystock or other securities into which the Stock shall be changed or for which itshall have been exchanged, and if the Committee shall in its discretiondetermine that the event equitably requires an adjustment in the number or kindof shares subject to the Option, an adjustment to the Option Price, or thetaking of any other action by the Committee, including without limitation, thesetting aside of any property for delivery to the Option Holder upon theexercise of the Option, then such adjustment shall be made, or other actionstaken, by the Committee and shall be effective for all purposes of thisAgreement.**Apportionment of Option Price. Upon any occurrencedescribed in the preceding subsections (a) and (b), the aggregate Option Pricefor the shares of Stock then subject to the Option shall remain unchanged andshall be apportioned ratably over the increased or decreased number or changedkinds of securities or other properties subject to the Option. Any fractionalshares resulting from any of the foregoing adjustments shall be disregarded andeliminated from this Option.**General Adjustment Rules. No adjustment orsubstitution provided for in Section 4 or Section 5 shall require theCompany to sell a fractional Share under any Option, or otherwise issue afractional Share, and the total substitution or adjustment with respect to eachOption shall be limited by deleting any fractional Share. In the case of anysuch substitution or adjustment, the aggregate Option Price for the total numberof Shares then subject to an Option shall remain unchanged but the Option Priceper Share under each such Option shall be equitably adjusted by the Committee toreflect the greater or lesser number of Shares or other securities into whichthe Stock subject to the Option may have been changed and all such adjustmentsshall be completed pursuant to the rules of Code section 424 and the regulationspromulgated thereunder. If the Option is covered by Code section 409A, any andall adjustments under this Agreement shall be made in a manner that isconsistent with Code section 409A.**-  Reorganization and Change in Control.**-  Full Vesting; Termination; Assumption or Substitution.    Upon the occurrence of a Corporate Transaction (as defined in subsection    5(c)), the Option shall become fully exercisable regardless of whether all    conditions of exercise relating to length of service have been satisfied.    The Committee may also provide for the assumption or substitution of the    Option by the surviving entity as described in subsection 5(b) and make any    other provision for the Option as the Committee deems appropriate in its    sole discretion. The Committee may provide that any portion of the Option    that outstanding at the time the Corporate Transaction is closed shall    expire at the time of the closing, as the Committee determines in its sole    discretion.**Assumption or Substitution. The Company, or thesuccessor or purchaser, as the case may be, may make adequate provision for theassumption of the Option or the substitution of a new option for the outstandingOption on terms comparable to the Option.**Corporate Transaction. A Corporate Transactionshall include the following:***-  Merger; Reorganization: the merger or    consolidation of the Company with or into another corporation or other    reorganization (other than a reorganization under the United States    Bankruptcy Code) of the Company (other than a consolidation, merger, or    reorganization in which the Company is the continuing corporation and which    does not result in any reclassification or change of outstanding Shares); or***Sale: the sale or conveyance of the property of  the Company as an entirety or substantially as an entirety (other than a sale  or conveyance in which the Company continues as a holding company of an entity  or entities that conduct the business or businesses formerly conducted by the  Company) or the sale of more than 50% of the outstanding voting stock of the  Company; or***Liquidation: the dissolution or liquidation of  the Company; or***Change in Control: a "Change in  Control" shall be deemed to have occurred if at any time during any  period of two consecutive years (including any period prior to the Effective  Date of the Plan), individuals who at the beginning of such period constitute  the Board (and any new director whose election by the Board or whose  nomination for election by the Company's stockholders was approved by a vote  of at least two-thirds (2/3) of the directors then still in office who either  were directors at the beginning of such period or whose election or nomination  for election was previously so approved) cease for any reason to constitute a  majority of all directors at any time during such period; or***Other Transactions: any other transaction that  the Board determines by resolution to be a Corporate Transaction.
Notwithstanding anything to the contrary in this Section 5 tothe contrary, no Option or other Award will become exercisable and/or vested byvirtue of the occurrence of a Corporate Transaction if the Participant or anygroup of which such Participant is a member of the person whose acquisitionconstituted the Corporate Transaction.
**-  Expiration and Termination of the Option. The  Option shall expire on the ________ anniversary of the Effective Date, (the  period from the Effective Date to the expiration date is the "Option  Period") or prior to such time as follows:**-  Termination for Cause. If the Option Holder's  employment by the Company is terminated for "cause," as determined  by the Company, within the Option Period, the entire Option, whether or not  vested, shall become void, shall be forfeited and shall terminate immediately  upon the termination of employment of the Option Holder. For this purpose,  "cause" shall mean a gross violation, as determined by the Company,  of the Company's established policies and procedures.**Termination on Account of Disability. If the OptionHolder becomes Disabled, the Option may be exercised by the Option Holder withinone year following the Option Holder's termination of services on account ofDisability (provided that such exercise must occur within the Option Period),but not thereafter. In any such case, the Option may be exercised only as to theshares as to which the Option had become exercisable on or before the date ofthe Option Holder's termination of services.**Death. If the Option Holder dies during the OptionPeriod while still employed by or performing services for the Company or withinthe one year period referred to in (b) above or the twelve (12) month periodreferred to in (d) or (e) below, the Option may be exercised by those entitledto do so under the Option Holder's will or by the laws of descent anddistribution within one year following the Option Holder's death (providedthat such exercise must occur within the Option Period), but not thereafter. Inany such case, the Option may be exercised only as to the shares as to which theOption had become exercisable on or before the date of the Option Holder'sdeath.**Retirement. If the Option Holder terminatesemployment during the Option Period on account of Retirement, the Option may beexercised by the Option Holder within twelve (12) months following the date ofsuch termination (provided that such exercise must occur within the OptionPeriod), but not thereafter. In any such case, the Option shall become fullyvested and may be exercised as to all Shares remaining subject to the Option onthe date of Retirement. Retirement shall mean termination of services on orafter the Option Holder's 65th birthday or pursuant to an early retirementprovision in an employment agreement between the Company and the Option Holder.**Termination for Other Reasons. If the services ofthe Option Holder are terminated (which for this purpose means that the OptionHolder is no longer employed by the Company or performing services for theCompany) within the Option Period for any reason other than cause, Disability,death, or Retirement, the Option may be exercised by the Option Holder withintwelve (12) months following the date of such termination (provided that suchexercise must occur within the Option Period), but not thereafter. In any suchcase, the Option may be exercised only as to the shares as to which the Optionhad become exercisable on or before the date of termination of services.**Transferability.**-  In General: No Lifetime Transfers. Except as    provided in subsection (b) below, the Option may not be transferred except    by will or pursuant to the laws of descent and distribution, and it shall be    exercisable during the Option Holder's life only by him, or in the event    of Disability or incapacity, by his guardian or legal representative, and    after his death, only by those entitled to do so under his will or the    applicable laws of descent and distribution. Except as specifically provided    herein, upon any attempt to transfer, assign, pledge, hypothecate or    otherwise dispose of the Option or any right or privilege granted hereunder,    or upon the levy of any attachment or similar process upon the rights and    privileges herein conferred, the Option and the rights and privileges    hereunder shall become immediately null and void.**InterVivos Transfer to Certain Family Members. TheOption Holder may transfer the Option to a member of the Option Holder'simmediate family, a trust of which members of the Option Holder's immediatefamily are the only beneficiaries, or a partnership of which members of theOption Holder's immediate family or trusts for the sole benefit of the OptionHolder's immediate family are the only partners (the "InterVivosTransferee"). Immediate family means the Option Holder's spouse, issue(by birth or adoption), parents, grandparents, siblings (including half brothersand sisters and adopted siblings) and nieces and nephews. No transfer shall beeffective unless the Option Holder shall have notified the Company of thetransfer in writing and has furnished a copy of the documents that effect thetransfer to the Company. The InterVivos Transferee shall be subject to all ofthe terms of this Agreement and the Plan, including, but not limited to, thevesting schedule, termination provisions, and the manner in which the Option maybe exercised. The Option Holder and the InterVivos Transferee shall enter intoan appropriate agreement with the Company providing for, among other things, thesatisfaction of required tax withholding with respect to the exercise of thetransferred Option and the satisfaction of any Stock retention requirementsapplicable to the Option Holder, together with such other terms and conditionsas may be specified by the Committee. Except to the extent provided otherwise insuch agreement, the InterVivos Transferee shall have all of the rights andobligations of the Option Holder under this Agreement and the Plan; providedthat the InterVivos Transferee shall not have any Stock withheld to paywithholding taxes pursuant to Section 17.2 of the Plan unless the agreementreferred to in the preceding sentence specifically provides otherwise.**-  Limitation of Rights. The Option Holder or his  successor shall have no rights as a stockholder with respect to the shares of  Stock covered by this Option until the Option Holder or his successors become  the holder of record of such shares.**Stock Reserve. The Company shall at all timesduring the term of this Agreement reserve and keep available such number ofshares of Stock as will be sufficient to satisfy the requirements of thisAgreement, and the Company shall pay all original issue taxes (if any) on theexercise of the Option, and all other fees and expenses necessarily incurred bythe Company in connection therewith.**Withholding. The issuance of Stock pursuant to theexercise of this Option shall be subject to the requirement that the OptionHolder shall make appropriate arrangements with the Company to provide for theamount of additional income and other tax withholding applicable to the exerciseof the Option.**Miscellaneous.**-  Notices. Any notice required or permitted to be    given under this Agreement shall be in writing and shall be given by first    class registered or certified mail, postage prepaid, or by personal delivery    to the appropriate party, addressed:-  If to the Company, to UQM Technologies, Inc.,        Attention: Corporate Secretary, 7501 Miller Drive, Frederick, Colorado        80530, or at such other address as may have been furnished to the Option        Holder in writing by the Company; orIf to the Option Holder, to the Option Holder at UQM        Technologies, Inc., 7501 Miller Drive, Frederick, Colorado 80530, or at        other address as may have been furnished to the Company by the Option        Holder.
Any such notice shall be deemed to have been given as of thesecond day after deposit in the United States mails, postage prepaid, properlyaddressed as set forth above, in the case of mailed notice, or as of the datedelivered in the case of personal delivery.
**-  Amendment. Except as provided herein, this  Agreement may not be amended or otherwise modified unless evidenced in writing  and signed by the Company and the Option Holder.**Defined Terms. Capitalized terms shall have themeaning set forth in the Plan or herein, as the case may be.**Compliance with Securities Laws. This Agreementshall be subject to the requirement that if at any time counsel to the Companyshall determine that the listing, registration or qualification of the shares ofStock subject to the Option upon any securities exchange or under any state orfederal law, or the consent or approval of any governmental or regulatory body,is necessary as a condition of, or in connection with, the issuance or purchaseof such shares thereunder, the Option may not be exercised in whole or in partunless such listing, registration, qualification, consent or approval shall havebeen effected or obtained on conditions acceptable to the Committee. Nothingherein shall be deemed to require the Company to apply for or obtain suchlisting, registration or qualification.**Construction; Severability. The section headingscontained herein are for reference purposes only and shall not in any way affectthe meaning or interpretation of this Agreement. The invalidity orunenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement, and eachother provision of this Agreement shall be severable and enforceable to theextent permitted by law.**Waiver. Any provision contained in this Agreementmay be waived, either generally or in any particular instance, by the Committeeappointed under the Plan, but only to the extent permitted under the Plan.**Binding Effect. This Agreement shall be bindingupon and inure to the benefit of the Company and the Option Holder and theirrespective heirs, executors, administrators, legal representatives, successorsand assigns.**Rights to Employment. Nothing contained in thisAgreement shall be construed as giving the Option Holder any right to beretained in the employ of the Company and this Agreement is limited solely togoverning the rights and obligations of the Option Holder with respect to theStock and the Option.**Governing Law. This Agreement shall be governed byand construed in accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, the parties have executed this Agreementas of the day and year first above written.

 **UQM TECHNOLOGIES, INC.

By                                                         
Donald A. French, Treasurer 
 

 

 **OPTION HOLDER

By                                                            

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