UQM TECHNOLOGIES, INC.STOCK BONUS PLAN

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT made as of this ___ day of___________, 2008 between UQM TECHNOLOGIES, INC., a Colorado corporation(together with its Affiliated Corporations, except where the context requiresotherwise, the "Company"), and ____________ (the "Grantee").

-  Grant of Restricted Stock. Pursuant to the UQM  Technologies, Inc. Stock Bonus Plan (the "Plan") and subject to the  terms and conditions of this Agreement, the Company hereby grants to the  Grantee _______ shares of the common stock of the Company (the  "Restricted Stock"), effective as of __________ (the "Transfer  Date"), with a Fair Market Value of $______per share as of the Transfer  Date.**Restrictions. The Grantee shall not sell, assign,transfer by gift or otherwise, pledge, hypothecate, or otherwise dispose of, byoperation of law or otherwise, the Shares for the period commencing on theTransfer Date and ending on the dates the restrictions described in Section 3(a)lapse (the "Expiration Date"), except as otherwise provided inSection 3(c) or as otherwise permitted by this Agreement or the terms ofthe Plan.**Vesting; Lapse of Restrictions; Transferability.-  General. Except as provided otherwise in this    Agreement, if the Grantee has been employed by the Company continuously    since the Transfer Date, the Restricted Stock shall vest in increments if    the Grantee is still in the employ of the Company on the dates indicated in    the following schedule:

 
**Employment Vesting Date**Percentage of Shares That Shall Become Vested on Each      Date
November 1, 2008
33 - 1/3 %
November 1, 2009
an additional 33 - 1/3%
November 1, 2010
an additional 33 - 1/3%
The number of shares of Restricted Stock that are vested  shall be cumulative, so that once a share of Restricted Stock shall become  vested, it shall continue to be vested.
**-  Transfer Upon Lapse of Restrictions. After the    restrictions described in Section 2 and subsection 3(a) have    lapsed, the Grantee may sell, assign by gift or otherwise, hypothecate, or    otherwise dispose of, by operation of law or otherwise, any of the formerly    Restricted Stock at the Grantee's discretion, except that the Grantee    agrees that he shall not make any sale or transfer of the formerly    Restricted Stock that would conflict with or violate any of the provisions    of the Securities Act of 1933 or any applicable state securities laws.**Vesting and Transferability Upon Change in Control.  Upon the occurrence of a Change in Control Event, as defined in the Plan, the  restrictions set forth in Section 2 and subsection 3(a) shall lapse  in their entirety, and the Restricted Stock shall become fully vested and  freely transferable as described in subsection 3(b) above, except that  the Grantee agrees that he shall not make any sale or transfer of the formerly  Restricted Stock that would conflict with or violate any of the provisions of  the Securities Act of 1933 or any applicable state securities laws.**-  Termination of Employment.-  Death or Disability. If the Grantee terminates    employment or services with the Company on account of death or Disability    (as defined in the Plan) prior to the lapse of all restrictions, a *pro    rata* portion of the Restricted Stock that would have vested in the    12-month employment vesting period of termination of employment shall become    vested based on the ratio between (i) the number of full months of    employment completed from August 2 of the period in which the termination of    employment occurs to the date of termination of employment and (ii) twelve    (12). The Grantee or the Grantee's personal representative, as the case    may be, shall immediately transfer and assign to the Company, without the    requirement of any consideration from the Company, all shares of Restricted    Stock that have not become vested pursuant to this subsection 4(a).**Retirement. If the Grantee terminates employmentwith the Company on account of Retirement (as defined in the Plan) prior to thelapse of all restrictions, all shares of the Restricted Stock as to which therestrictions shall not otherwise have lapsed shall become vested.**Other Terminations. If the Grantee ceasesperforming services for the Company for any reason other than death, Disability,or Retirement prior to the lapse of all restrictions, the Grantee shallimmediately transfer and assign to the Company, without the requirement for anyconsideration from the Company, all shares of Restricted Stock as to which therestrictions have not otherwise lapsed.**-  Delivery of Unvested Shares. If the Grantee or  the Grantee's representative is required to transfer some or all of the  shares of Restricted Stock to the Company pursuant to Section 4 hereof,  the shares shall be tendered promptly to the Company by the delivery of  certificates for such shares, duly endorsed in blank by the Grantee or the  Grantee's representative or with stock powers attached thereto duly  endorsed, at the Company's principal offices, all in form suitable for the  transfer of such shares to the Company without the payment of any  consideration therefor by the Company. After the time at which any such shares  are required to be delivered to the Company for transfer to the Company, the  Company shall not pay any dividend to the Grantee on account of such shares or  permit the Grantee to exercise any of the privileges or rights of a  stockholder with respect to such shares but shall, in so far as permitted by  law, treat the Company as owner of such shares.**Effect of Prohibited Transfer. If any transfer ofShares is made or attempted to be made contrary to the terms of this Agreement,the Company shall have the right to acquire for its own account, without thepayment of any consideration therefor, such shares from the owner thereof or histransferee, at any time before or after such prohibited transfer. In addition toany other legal or equitable remedies it may have, the Company may enforce itsrights to specific performance to the extent permitted by law and may exercisesuch other equitable remedies then available to it. The Company may refuse forany purpose to recognize any transferee who receives shares contrary to theprovisions of this Agreement as a stockholder of the Company and may retainand/or recover all dividends on such shares that were paid or payable subsequentto the date on which the prohibited transfer was made or attempted.**Enforcement of Restrictions.-  Legend. All certificates representing    Restricted Stock shall have affixed thereto the following legend:
"The shares of Stock represented by this certificate    are subject to all of the terms of a Restricted Stock Agreement between UQM    Technologies, Inc. (the "Company") and the registered owner    ("Owner") of this Certificate (the "Agreement") and to    the terms of the UQM Technologies, Inc. Stock Bonus Plan (the    "Plan"). Copies of the Agreement and the Plan are on file at the    office of the Company. The Agreement, among other things, limits the right    of the Owner to transfer the shares represented by this Certificate and    provide in certain circumstances that all or a portion of the shares must be    returned to the Company."
**-  Custody of Certificates. The Company may, in its  sole discretion, require the Grantee to keep the certificate the shares of  Restricted Stock, duly endorsed, in the custody of the Company while the  shares are subject to the restrictions contained in Sections 2 and 3. The  Company may, in its sole discretion, require the Grantee to keep the  certificate the shares of Restricted Stock, duly endorsed, in the custody of a  third party while the shares are subject to the restrictions contained in  Sections 2 and 3.**-  Adjustments to the Stock.-  Adjustment by Stock Split, Stock Dividend, Etc.    If at any time the Company increases or decreases the number of its    outstanding shares of Company common 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 Company    common 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 Company common stock, the numbers, rights and    privileges of the shares of Restricted Stock 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.**General Adjustment Rules. No adjustment orsubstitution provided for in Section 8 or Section 9 shall require the Company toissue a fractional Share, and the total substitution or adjustment with respectto the Restricted Stock shall be limited by deleting any fractional Share. Ifthe Restricted Stock is covered by Code section 409A, the parties intend thatany and all adjustments under this Agreement shall be made in a manner that isconsistent with Code section 409A.**-  Reorganization and Change in Control.-  Full Vesting. Upon the occurrence of a Change    in Control Event (as defined in subsection 9(b)), the Restricted Stock shall    become fully vested and transferable regardless of whether all conditions    for vesting and transferability relating to length of service have been    satisfied.**Change in Control Event. The term "Change inControl Event" shall have the meaning provided in the Plan.**-  Withholding. Upon vesting of any number of the  shares of Restricted Stock, the Grantee shall make appropriate arrangements  with the Company to make payment to the Company of the amount required to be  withheld under applicable federal, state, local, and other tax laws  (collectively, "Withholding Taxes"). The Grantee shall pay such  Withholding Taxes in cash. If the Grantee has not made arrangements  satisfactory to the Company to pay the Withholding Taxes, the Company shall  withhold from the Grantee's pay for the pay periods immediately following  the Vesting Date the required Withholding Taxes.**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 Grantee      in writing by the Company; orIf to the Grantee, to the Grantee at UQM Technologies,      Inc., 7501 Miller Drive, Frederick, Colorado 80530, or at other address as      may have been furnished to the Company by the Grantee.
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 Grantee.**Defined Terms. Capitalized terms shall have themeaning set forth in the Plan or herein, as the case may be.**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 Grantee and theirrespective heirs, executors, administrators, legal representatives, successorsand assigns.**Rights to Employment. Nothing contained in thisAgreement shall be construed as giving the Grantee any right to be retained inthe employ of the Company and this Agreement is limited solely to governing therights and obligations of the Grantee with respect to the Restricted Stock.**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 
 
**GRANTEE

By                                                            
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