UQM TECHNOLOGIES, INC.

EMPLOYMENT AGREEMENT

 

THIS AGREEMENT is made and entered into as of May 5,2008, by and between **UQM TECHNOLOGIES, INC.**, a corporation organizedunder the laws of Colorado ("Employer"), and William G. Rankin, anadult resident of Golden, Colorado ("Executive").

WHEREAS, Executive is currently a party to an EmploymentAgreement with Employer dated September 18, 2007 (the "OldAgreement");

WHEREAS, the Internal Revenue Service has issued finalregulations under Section 409A ("Section 409A") of the InternalRevenue Code of 1986, as amended (the "Code");

WHEREAS, Executive and Employer wish to amend and restatethe Old Agreement as necessary to comply with Section 409A and to make certainother changes in the Old Agreement;

WHEREAS, Executive and Employer wish to replace the OldAgreement with this Agreement:

NOW, THEREFORE, in consideration of the mutual promises,covenants and conditions hereinafter set forth, Employer and Executive agree asfollows:

-  Replacement of Old Agreement. Upon execution of thisAgreement, the Old Agreement is hereby replaced and superseded, effective as ofthe date hereof.**Employment. Employer hereby agrees to continue toemploy Executive as its Treasurer and Chief Financial Officer for the term ofemployment set forth herein, and Executive hereby accepts such employment, allupon the terms and conditions hereinafter set forth.**Duties. Executive shall perform the duties assignedto him by the Board of Directors, subject to the control, supervision anddirection of the Board of Directors.**Performance. During the term of Executive'semployment under this Agreement and any renewal thereof, Executive shall devoteExecutive's best efforts and full working time and attention exclusively tothe performance of the duties hereunder and to promoting and furthering thebusiness of Employer, and shall not, during the term of employment, be engagedin any other business activity for personal pecuniary advantage. This paragraphshall not be construed as preventing Executive from investing Executive'sassets in such form or manner as will not require any services on the part ofExecutive in the operation of the affairs of the companies in which suchinvestments are made, subject to the provisions of Paragraph 17 hereof.Notwithstanding the foregoing, Executive may perform and assume other activitiesand obligations as the Board of Directors shall from time to time approve.**Term of Employment, Expiration and Termination.*-  Term. Subject to the provisions of Paragraphs 15 and16, the term of employment of Executive pursuant to this Agreement shallcommence on January 1, 2003, and shall continue through August 22, 2012 (the"Original Term of Employment").***Termination for Cause. On termination of Executive'semployment by Employer for cause during the Original Term of Employment pursuantto Paragraph 15(a), Executive shall receive no further salary or benefits.***Termination Without Cause.***-  Payment Amount. On termination of Executive'semployment without cause by Employer either (1) during the Original Term ofEmployment or (2) after expiration of the Original Term of Employment ifExecutive's employment continues without a written agreement,  Employershall pay Executive a lump sum equal to  twenty-four (24) months' salary.In addition to the cash lump sum, Executive shall receive a number of shares ofthe Company's common stock having a total value as of the date of issue equalto the value (determined as of the date of the Executive's termination ofemployment) of the shares of restricted stock granted before 2008 that Executiveforfeited upon termination of employment. By way of example, if Executiveforfeited 10 shares with a value of $40 (or $4 per share), and if the value ofthe stock on the date of issue is $5 per share, Executive shall be granted 8shares pursuant to this paragraph For purposes of this paragraph, therequirement by Employer that Executive relocate Executive's place of work by adistance greater than 40 miles shall be considered a termination without causeby Employer entitling Executive to the benefits hereunder. In the event of amaterial breach of this Agreement by Employer that is not cured after noticefrom Executive, Executive may elect to treat such breach as a constructivetermination under this subparagraph entitling Executive to the benefitshereunder.***Section 409A Involuntary Separation. If the amountpayable under this paragraph 5(c) qualifies as separation pay due to involuntaryseparation from service within the meaning of Treasury Regulation section1.409A-1(b)(9)(iii), the lump sum shall be paid and the shares of common stock,if any, shall be issued on or before the 30th day after Executive'sseparation from service, provided however, that if, at the time of separationfrom service, Executive is a "specified employee" within the meaningof Section 409A(a)(2)(B)(i) and the Treasury Regulations, then the payment ofthe portion of the lump sum that is an amount equal to three (3) months'salary shall be delayed and shall be paid on the earliest date on which paymentmay be made under Section 409A(a)(2)(B)(i) (the six month delay rule forspecified employees) after Executive separates from the service of Employer asdefined in Section 409A(a)(2)(A)(i) and the Treasury Regulations.***No Section 409A Involuntary Separation;***Not ASpecified Employee.*** If the amount payable under this paragraph 5(c) doesnot qualify as separation pay due to involuntary separation from service withinthe meaning of Treasury Regulation section 1.409A-1(b)(9)(iii), and if, at thetime of separation from service, Executive is not a "specifiedemployee" within the meaning of Section 409A(a)(2)(B)(i) and the TreasuryRegulations, the lump sum shall be paid and the shares of common stock, if any,shall be issued on or before the 30th day after Executive separatesfrom the service of Employer as defined in Section 409A(a)(2)(A) and theTreasury Regulations. Employer, and not Executive, shall determine the date ofpayment.***No Section 409A Involuntary Separation;***SpecifiedEmployee.*** If the amount payable under this paragraph 5(c) does notqualify as separation pay due to involuntary separation from service within themeaning of Treasury Regulation section 1.409A-1(b)(9)(iii), and if, at the timeof separation from service, Executive is a "specified employee," thelump sum shall be paid and the shares of common stock, if any, shall be issuedon the earliest date on which payment may be made under Section 409A(a)(2)(B)(i)(the six month delay rule for specified employees) after Executive separatesfrom the service of Employer as defined in Section 409A(a)(2)(A)(i) and theTreasury Regulations.***-  Voluntary Termination. On termination of Executive'semployment by Executive without cause either (i) during the Original Term ofEmployment pursuant to Paragraph 16(b), or (ii) after expiration of the OriginalTerm of Employment if Executive's employment continues without writtenagreement, provided that Executive has given Employer at least six (6) months'prior written notice of such termination and such notice is at least six (6)months after any similar notice provided to Employer by its Chief ExecutiveOfficer, Employer shall pay Executive a lump sum equal to  one month'ssalary for each completed full year of service as an officer of the Company asof the termination date up to a maximum payment of twenty-four (24) monthssalary. In addition to the cash lump sum, Executive shall receive a number ofshares of the Company's common stock having a total value as of the date ofissue equal to the value (determined as of the date of the Executive'stermination of employment) of the shares of restricted stock granted before 2008that Executive forfeited upon termination of employment. By way of example, ifExecutive forfeited 10 shares with a value of $40 (or $4 per share), and if thevalue of the stock on the date of issue is $5 per share, Executive shall begranted 8 shares pursuant to this paragraph. If Executive does not provide thenotice required in this subparagraph 5(d), Executive shall receive a lump sumpayment equal to three (3) months' salary and Executive shall not receive theadditional shares of common stock. If, at the time of separation from service,Executive is not a "specified employee" within the meaning of Section409A(a)(2)(B)(i) and the Treasury Regulations, the lump sum payable and thecommon stock, if any, issuable under this Subparagraph 5(d) shall be paid on orbefore the 30th day after Executive separates from the service ofEmployer as defined in Section 409A(a)(2)(A) and the Treasury Regulations, andEmployer, and not Executive, shall determine the date of payment and issuance.If, at the time of separation from service, Executive is a "specifiedemployee," the lump sum payable and the common stock, if any, issuableunder this Subparagraph 5(d) shall be paidand issued on the earliest date on which payment maybe made under Code Section 409A(a)(2)(B)(i) (the six month delay rule forspecified employees) after Executive separates from the service of Employer asdefined in Code section 409A(a)(2)(A)(i) and the Treasury Regulations.Notwithstanding the foregoing, if Executive's termination is under theprovisions of Subparagraph 5(f) regarding voluntary retirement after the age ofsixty-two years and six months (62-1/2), the provisions of this Subparagraph 5(d)shall not be applicable and the provisions of Subparagraph 5(f) shall control.The timing of the amount payable to Executive under this subparagraph 5(d) shallbe in accordance with paragraph 5 (i).***Termination Upon Certain Changes in Control. IfExecutive's employment is terminated as a result of a hostile Change in Control(as defined below) of Employer, such termination shall be deemed a terminationwithout cause under the provisions of Paragraph 5(c), except that Executiveshall receive a lump sum severance amount equal to twice any amount due underParagraph 5(c). In addition to the cash lump sum, Executive shall receive anumber of shares of the Company's common stock having a total value as of thedate of issue equal to the value (determined as of the date of the Executive'stermination of employment) of the shares of restricted stock granted before 2008that Executive forfeited upon termination of employment. By way of example, ifExecutive forfeited 10 shares with a value of $40 (or $4 per share), and if thevalue of the stock on the date of issue is $5 per share, Executive shall begranted 8 shares pursuant to this paragraph. Any termination of Executive incontemplation of or within twelve (12) months after such Change in Control,except a termination for cause under Paragraph 15(a), shall be deemed atermination under this Subparagraph 5(e). Further, if Executive's position ismaterially changed by Employer in contemplation of or within twelve (12) monthsafter any such Change in Control, including but not limited to, the requiredrelocation by Employer of Executive's place of work by a distance greater than40 miles, Executive may elect to treat such change as a constructive terminationunder this subparagraph entitling Executive to the benefits hereunder. *"Changeof Control"* means the election of new board members constituting amajority of the directors then in office, which new board members were notnominated by a majority of the directors in office on the date hereof. Thetiming of the amount payable to Executive under this subparagraph 5(e) shall bein accordance with paragraph 5(c).***Voluntary Retirement. Upon Executive's voluntaryretirement after age sixty-two years and six months (62-1/2)  (i) during theOriginal Term of Employment pursuant to Paragraph 16(b), or (ii) afterexpiration of the Original Term of Employment if Executive's employmentcontinues without written agreement, Executive shall receive the severancebenefits described under Paragraph 5(c), *i.e.*, as if the severance was atermination without cause by Employer.  In order to exercise his rightsunder this Subparagraph 5(f), Executive shall provide Employer at least six (6)months' prior written notice of his voluntary retirement. The amount due toExecutive under this subparagraph 5(f) shall be paid in a lump sum in accordancewith paragraph 5 (i). In addition to the cash lump sum, Executive shall receivea number of shares of the Company's common stock having a total value as ofthe date of issue equal to the value (determined as of the date of the Executive'stermination of employment) of the shares of restricted stock granted before 2008that Executive forfeited upon termination of employment. By way of example, ifExecutive forfeited 10 shares with a value of $40 (or $4 per share), and if thevalue of the stock on the date of issue is $5 per share, Executive shall begranted 8 shares pursuant to this paragraph. The common stock, if any, shall beissued in accordance with paragraph 5 (i). Executive has "voluntarilyretired" if he has "separated from service" as defined in Section409A and the Treasury Regulations.***Return of Documents. Upon the expiration ortermination of Executive's employment, Executive or Executive's legalrepresentative upon request shall promptly deliver to Employer all originals andall duplicates or copies of all documents, records, notebooks and similarrepositories of or containing Confidential Information as defined in Paragraph18 then in his possession, whether prepared by Executive or not.***Other Benefits.-  General. Upon any termination of Executive'semployment under the provisions of Subparagraphs 5(c), (d), (e),(f), orParagraph 10, if Executive has attained sixty two and one-half (62-1/2) years ofage on or before the termination date or completed at least twenty (20) completeyears of service as an officer of Employer, (1) Executive and his dependent(s)shall be entitled to continue to participate in Employer's health care andhospitalization plan(s) ("health plans") at the same cost as activeemployees of Employer until Executive attains age 65 as provided in Subparagraph5(h)(ii) below, (2) Executive's stock options, both incentive andnonqualified, and restricted stock granted after 2007 shall vest in full as ofthe day before the date on which they would otherwise have been forfeited forfailure to vest under the terms of Employer's applicable plans, and (3) atExecutive's election, Employer shall assign to Executive or Executivesdesignees any life and disability insurance policies or other fringe benefitsthat may be assigned. Any continued cost of such policies or benefits shall beExecutive's sole responsibility.***Health Plans. If, at the time of separation fromservice, Executive is a "specified employee" within the meaning ofSection 409A(a)(2)(B)(i) and the Treasury Regulations, Executive shall pay thefull cost of coverage for Executive and his dependent(s) under Employer'shealth care and hospitalization plan(s), determined according to the rates forcontinuation coverage under COBRA (but excluding the additional two percent (2%)administrative fee) for the first six (6) months of coverage following Executive'sseparation from the service of Employer as defined in Code section 409A(a)(2)(A)(i)and the Treasury Regulations. Beginning with the seventh (7th) monthfollowing Executive's separation from the service of Employer as defined inCode section 409A(a)(2)(A)(i) and the Treasury Regulations if Executive is a"specified employee," or beginning with the first month of coverage if, at the time of separation from service, Executive is not a"specified employee," Executive shall pay the same cost for coverageunder the health plan as active employees of Employer. Coverage for Executiveand Executive's dependents shall terminate on the last day of the month inwhich Executive's 65th birthday shall occur. All claims made byExecutive and Executive's dependents under the health plan shall be paid nolater than the last day of the calendar year following the calendar year inwhich such claims were incurred. Executive agrees that he will promptlyreimburse Employer for any claims that are paid after the last day of thecalendar year following the calendar year in which such claims were incurred.***-  Timing of Payment; Section 409A. The lump sumpayments under Subparagraphs 5(d) and (f) shall be made at the time provided inthis Subparagraph 5(i). If, at the time of separation from service, Executive isnot a "specified employee" within the meaning of Section 409A(a)(2)(B)(i)and the Treasury Regulations, the lump sum payable and the common stock, if any,issuable shall be paidandissued on or before the 30thday after Executive separates from the service of Employer as defined in Section409A(a)(2)(A) and the Treasury Regulations, and Employer, and not Executive,shall determine the date of payment. If, at the time of separation from service,Executive is a "specified employee," the lump sum shall be paid andthe common stock, if any, issued on the earliest date on which payment may bemade under Code Section 409A(a)(2)(B)(i) (the six month delay rule for specifiedemployees) after Executive separates from the service of Employer as defined inCode section 409A(a)(2)(A)(i) and the Treasury Regulations.**-  Compensation. For the services to be rendered byExecutive hereunder, Employer agrees to pay Executive during the term ofemployment, and Executive agrees to accept:-  An annual base salary of $314,000. Executive's annual basesalary shall not be decreased during the Original Term of Employment.Executive's salary shall be paid in equal semi-monthlyinstallments on the fifteenth and final day of each month during the term of hisemployment.Executive shall receive fringe benefits in accordance withEmployer's policies and practices for employees generally (including, withoutlimitation, participation in any stock option plans, life and disabilityinsurance plans, health care and hospitalization plans, medical and dentalreimbursement plans, profit sharing plans, retirement plans and other employeebenefit plans) for which Executive is qualified. At Employer's expense Executiveshall have a medical exam every year. In addition to the foregoing, Executiveshall receive an automobile allowance of $810 per month for the use of anautomobile for combined business and personal use.During the second quarter of each fiscal year of Employment,Employer shall review Executive's performance under this Agreement and establishgoals and objectives for Executive's performance for the next fiscal year. Insuch review, Employer, in its reasonable discretion, shall consider increasingExecutive's salary and compensation based on relevant factors such asExecutive's performance, Employer's accomplishments, increase or decrease inExecutive's responsibilities, and cost of living increases. Any salary increasesnormally are to be effective on such date as may be specified by Employer.Employer has adopted additional compensation plans that areadministered by its Compensation Committee and the Compensation Committee may inits discretion award cash bonuses, stock awards and stock options to Executiveon terms to be determined by the Compensation Committee.**-  Working Facilities. Executive shall be furnished withappropriate office space, secretarial assistance, and such other facilities andservices as are suitable to Executive's position and adequate for theperformance of Executive's duties.**Expenses. Employer shall reimburse Executive for allreasonable expenses that Executive incurs in connection with the business ofEmployer or any of its subsidiaries and in the performance of Executive's dutiesunder this Agreement. Employer shall also reimburse Executive for membershipfees and expenses related to Executive's membership in professionalorganizations, clubs, societies and groups as may be approved by the Board ofDirectors from time to time, subject to such rules, regulations andrecord-keeping requirements as may be established from time to time by theBoard.** Paid Time Off. Executive shall be entitled eachyear to twenty-eight (28) paid days off plus six (6) holiday paid days offduring which time his compensation shall be paid in full. Paid time off accruedduring each calendar year must be used by the end of each calendar year, or willbe lost, and will not accrue from one calendar year to the next, providedhowever that Executive shall be eligible to receive payment from the Company forany unused paid time off in accordance with any such Company policy then ineffect . Exceptions to the foregoing non-accrual policy may be provided underterms and conditions approved in writing by resolution of the Board of Directorsor its compensation committee in such body's sole discretion based on prolongedextra-ordinary work demands preventing Executive's timely taking vacation.**Disability. If Executive is unable to performExecutive's services by reason of illness or incapacity for a period of morethan six (6) consecutive months, and subject to the provisions of Paragraph 11,Employer may terminate Executive's employment. Employer shall receive a creditagainst Executive's salary for any disability compensation benefit for the samecalendar period received by Executive from Worker's Compensation or anycommercial insurance carrier under Paragraph 11 while Executive is employed withEmployer. In the event Executive's employment is terminated under thisParagraph 10, Executive shall receive the severance benefits described underSubparagraph 5(c). If, at the time of separation from service, Executive is nota "specified employee" within the meaning of Section 409A(a)(2)(B)(i)and the Treasury Regulations, the lump sum payable and the common stock, if any,issuable under Subparagraph 5(c) shall be paid and issuedon or before the 30th day after Executive separates from the serviceof Employer as defined in Section 409A(a)(2)(A) and the Treasury Regulations,and Employer, and not Executive, shall determine the date of payment. If, at thetime of separation from service, Executive is a "specified employee,"the lump sum payable and the common stock, if any, issuable under thisSubparagraph 5(d) shall be paid and issued on the earliest date on which paymentmay be made under Code Section 409A(a)(2)(B)(i) (the six month delay rule forspecified employees) after Executive separates from the service of Employer asdefined in Code section 409A(a)(2)(A)(i) and the Treasury Regulations.**Insurance for the Benefit of Executive.-  Subject to the provisions of Paragraph 6(c), Executive shallbe covered by Employer's medical and disability insurance in effect from time totime, the premiums for which shall be paid for by Employer.Employer shall at its expense continuously maintain withoutinterruption in the name of Executive or Executive's designee or for the benefitof Executive or Executive's designee, life insurance coverage in an amount equalto Executive's then current salary for three (3) years.**-  Insurance for the Benefit of Employer. Employer shallhave the right from time to time to apply for and take out in its name and atits own expense, life, health or other insurance upon Executive in any sum orsums which may be deemed necessary by Employer to protect its interest underthis Agreement and Executive shall do all such things as may be necessary toassist in the procuring of such insurance by making a proper applicationtherefore as may be required by the insurance company and submitting to theusual and customary medical examinations. Executive, in Executive's capacity asExecutive, shall have no right, title or interest in or to such insurance, butthe same shall be solely for the benefit of Employer and any amounts payablethereunder shall be solely payable to such Employer.**Death During Employment. If Executive dies during theterm of his employment under this Agreement, Employer shall pay to the estate ofExecutive the compensation which would otherwise be payable to Executive up tothe end of the sixth (6th) month after the month in which his deathoccurs. If, by that time, Executive's estate has not received any proceeds ofthe insurance provided for in Paragraph 11, Employer shall continue Executive'ssalary hereunder for up to an additional three months, or until such insuranceproceeds are received, whichever is earlier ("Reimbursable Payments"),provided that Executive's estate shall reimburse Employer for any suchReimbursable Payments made from the proceeds of such insurance. All payments ofcompensation under this Paragraph 13 shall be paid on the fifteenth (15th)and final day of each month according to Employer's customary payrollpractices.**Representation and Warranty. Executive represents andwarrants that he is not now, and will not be on the date of commencement of thisAgreement, a party to any agreement, contract or understanding, whether ofemployment, agency or otherwise, which would in any way restrict or prohibitExecutive from undertaking and performing Executive's duties in accordance withthe terms and provisions of this Agreement.**Termination by Employer.-  Employer may terminate Executive's employment for cause,which is defined as follows:-  Fraud, malfeasance, or embezzlement against Employer's assetsor conviction of any felony;Except under circumstances of disability contemplated by theprovisions of Paragraph 10, cessation of Executive's performance of Executive'sduties hereunder or deliberate and substantial failure to perform them in acapable and conscientious manner;Violation of the provisions of Paragraph 14; orDeliberate and substantial breach of Executive's materialobligations under any other provision hereof that is not cured within 30 daysafter notice to Executive of the breach.-  Should the Board of Directors of Employer determine causeexists, as defined in Subparagraph (a), to terminate Executive's employment,prior to termination for such cause, Employer shall provide Executive writtennotice reasonably describing the basis for the contemplated termination and atwo-week period of time in which to respond in writing and in person prior toEmployer's final determination of cause. During the period between such noticeand final determination, the Board may suspend the performance of Executive'sduties under this Agreement and direct Executive's non-attendance at work.However, Executive's right to compensation under this Agreement shall continuethrough and to any final termination of employment for cause.Employer may terminate Executive's employment at any timewithout cause, subject to the applicable provisions of Paragraph 5. During theperiod between such notice and final determination, the Board may suspend theperformance of Executive's duties under this Agreement and direct Executive'snon-attendance at work.**-  Termination by Executive.-  Executive shall have the right to terminate his employment onforty-five (45) days' written notice to Employer of any default by Employer inperforming its duties under this Agreement and provided that Executive may notterminate his employment if Employer cures the default within thirty (30) daysafter receiving such notice.Executive may terminate Executive's employment as provided inSubparagraphs 5(d) and (f).**-  Restrictive Covenant.-  Executive agrees and covenants that, without the Board'sprior written consent and except on behalf of Employer, he will not in anymanner, directly or indirectly, own, manage, operate, control, be employed by,participate in, assist or be associated in any manner with any person, firm orcorporation anywhere in the world whose business competes with Employer or anysubsidiary of Employer. This covenant shall remain in effect until a date one(1) year after the date Executive's employment is terminated or, if hisemployment is terminated pursuant to Paragraph 16(a), until the terminationdate. Notwithstanding any other provision of this Agreement, Executive may ownup to three percent (3 %) of the outstanding stock of a competing publiclytraded corporation so long as he takes no other action furthering the businessof such corporation.Until a date one (1) year after the termination date,Executive shall not (i) solicit any other employee of Employer to leave theemploy of Employer, or in any way interfere with the relationship betweenEmployer and any other employee of Employer, or (ii) induce any customer,supplier, licensee, or other business relation of Employer to cease doingbusiness with Employer, or in any way interfere with the relationship betweenany customer or business relation and Employer.**-  Confidentiality.-  Definitions. For purposes of this Agreement, thefollowing definitions shall apply:*-  "Inventions" shall mean all inventions,improvements, modifications, and enhancements, whether or not patentable, madeby Executive within the scope of Executive's duties during Executive'semployment by Employer.*"Confidential Information" shall mean Employer'sproprietary know-how and information disclosed by Employer to Executive oracquired by Executive from Employer during Executive's employment with Employerabout Employer's plans, products, processes and services, which Employerprotects against disclosure to third parties. Confidential Information shall notinclude Executive's general knowledge and experience possessed prior to orobtained during his employment with Employer.-  Restrictions on Disclosure.-  During the period of employment with Employer and thereafter,Executive shall not disclose Confidential Information to any third parties otherthan Employer, its employees, agents, consultants, contractors and designeeswithout the prior written permission of Employer, or use ConfidentialInformation for any purpose other than the conduct of Employer's business.The restrictions on disclosure and use set forth herein shallnot apply to any Confidential Information which:-  At the time of disclosure to Executive by Employer is    generally available to the public or thereafter becomes generally known to    the public, through no fault of Executive;Was known by Executive prior to his employment with    Employer;Executive at any time receives from a third party not    under any obligation of secrecy or confidentiality to Employer;Employer discloses to a third party not under any    obligation of secrecy or confidentiality to it; andExecutive is requested or required to disclose pursuant    to a subpoena or order of a court or other governmental agency, in which    case Executive shall notify Employer as far in advance of disclosure as is    practicable.-  Obligations Regarding Inventions. Without any royalty orany other additional consideration to Executive: (i) Executive shall promptlyinform Employer of any Inventions by a written report, setting forth theconception and reduction to practice of all inventions; (ii) Executive herebyagrees to assign and assigns to Employer all of his right, title and interest:(1) to any Inventions made during the term of his employment by Employer(including without limitation the right to license or sell such Invention toothers), (2) to applications for United States and foreign letters patent, and(3) to United States and foreign letters patent granted upon such Inventions;and (iii) Executive agrees upon request and at the sole cost and expense ofEmployer to, at all times, do such acts (such as giving testimony in support ofhis inventorship) and execute and deliver promptly to Employer such papers,instruments, and documents as from time to time may be necessary or useful toapply for, secure, maintain, reissue, extend or defend Employer's interest inany Inventions or any or all United States and foreign letters patent, so as tosecure Employer the full benefits of any Inventions or discoveries or otherwiseto carry into full force and effect the intent of the assignment set out insubparagraph 18(c)(ii).Remedies. Executive acknowledges and agrees thatExecutive's disclosure of any Confidential Information would result inirreparable injury to Employer. Executive acknowledges and agrees that theConfidential Information is non-public information which Executive has expendedsubstantial time, money and effort to develop and is property considered"Trade Secrets" of Employer within the meaning of Colorado law.Therefore, upon the breach or threatened breach of the covenants in thisparagraph by Executive, Employer shall be entitled to obtain from any court ofcompetent jurisdiction a preliminary and permanent injunction prohibiting suchdisclosure and any other equitable relief that the court deems appropriate. Inaddition, Employer shall be entitled to seek damages.Any Confidential Information that is directly or indirectlyoriginated, developed or perfected to any degree by Executive during the term ofhis employment by Employer shall be and remain the sole property of Employer.**-  Resolution of Disputes. In addition to any otherremedies available to Employer, Employer shall be entitled to specificperformance of the covenants contained in Paragraphs 17 and 18. If either partyis successful in enforcing its rights under this Paragraph 19, the unsuccessfulparty shall reimburse the successful party for all of the costs of suchenforcement, including but not limited to costs, litigation expenses andreasonable attorneys' fees. Except for an action to interpret or enforceParagraphs 17 or 18, any controversy or claim arising out of or relating to theinterpretation, alleged breach or enforcement of this Agreement shall be settledby arbitration before a single arbitrator in Denver, Colorado, in accordancewith the commercial rules then in effect of the American ArbitrationAssociation, Colorado Revised Statutes pertaining to the arbitration of civildisputes. The arbitrator, who shall be a person experienced in negotiating andmaking employment agreements and resolving employment disputes and in any otherpertinent areas of law, shall make reasonably detailed findings to support anydecision and award. The award of the arbitrator shall be final and binding andmay be entered as a judgment in any court of competent jurisdiction. As part ofthe award in any arbitration or judicial proceedings, the prevailing party maybe awarded its reasonable attorneys' fees, witness fees, expert witness fees andrelated costs and expenses in the discretion of the arbitrator.**Notices.** All notices under this Agreement shall bedelivered by hand or by registered or certified mail. Notices intended forExecutive shall be addressed to Executive at 660 11th Street, No.302, Golden, CO 80401. Notices intended for Employer shall be addressed to it at7501 Miller Drive, Frederick, Colorado 80530. All notices shall be effectiveupon actual delivery if by hand, or, if by mail, five (5) days after beingdeposited in the United States mail, postage prepaid and addressed as requiredby this section. Either party may by notice accomplished in accordance with thisParagraph 20 change the address to which future notices may be sent.**Miscellaneous Provisions.**-  This Agreement contains the entire agreement between theparties and supersedes all prior agreements and it shall not be amended orotherwise modified in any manner except by an instrument in writing executed byboth parties.Neither this Agreement nor any rights or duties under thisAgreement may be assigned or delegated by either party unless the other partyconsents in writing.Except as otherwise provided herein, this Agreement shall bebinding upon the inure to the benefit of the parties and their respective heirs,personal representatives, successors and assigns.This Agreement has been entered into in Colorado and shall begoverned by the laws of that state.In fulfilling their respective obligations under thisAgreement and conducting themselves pursuant to it, each party shall actreasonably and in good faith.If any provisions of this Agreement shall be held to beinvalid or unenforceable for any reason, the invalid or unenforceable provisionshall be deemed severed from this Agreement and the balance of this Agreementshall remain in full force and effect and be enforceable in accordance with itsterms.To the extent necessary, the provisions of this Agreementshall be construed and administered in compliance with the requirements of Codesection 409A and the regulations and any other guidance promulgated thereunder.** 

IN WITNESS WHEREOF, the parties have executed thisAgreement the day and year first above written.

 

 

EXECUTIVE:
By
                                                        

William G. Rankin
 
EMPLOYER:**UQM TECHNOLOGIES, INC.
By
                                                        

Donald A. French, Treasurer**********************************************************************************