Exhibit 10.3


 





ENVISION SOLAR INTERNATIONAL, INC.


2011 STOCK INCENTIVE PLAN 


 


NOTICE OF GRANT OF RESTRICTED STOCK



(Board of Directors)


 


 


	Name:	_______________________________
	 	 
	Address:	_______________________________
	 	 
	 	_______________________________


 


 


Grant:
You (“Participant”) are granted the right to receive an Award of Restricted Stock of Envision Solar
International, Inc. (the “Company”) as provided below, subject to the terms and conditions set forth in
this Notice of Grant of Restricted Stock (the “Notice of Grant”) and the Terms and Conditions of
Restricted Stock Grant attached hereto as Exhibit A (“Terms and Conditions,” and collectively with
this Notice of Grant, the “Agreement”) and the Envision Solar International, Inc. 2011 Stock Incentive
Plan (the “Plan”). Unless otherwise defined in this Agreement, the defined terms used in this Agreement
have the meanings given those terms in the Plan.


 


 


	Grant Number	__________________
	 	 
	Date of Grant	__________________
	 	 
	Board Year 	__________________
	 	 
	Number of Shares Granted	__________________


 


 


Vesting Schedule:
Twenty Five Percent (25%) of your Award will vest every three months while continuing services for the Company as a member of the
Board of Directors.


 


 


[Signature Page to Follow]


 


 


 






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By Participant’s
signature and the signature of the Company’s representative below, Participant and the Company agree that this Award of Restricted
Stock is granted under and governed by the terms and conditions of the Plan and this Agreement. Participant has reviewed the Plan
and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of the Plan and this Agreement. Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Agreement. Participant
further agrees to notify the Company upon any change in the residence address indicated below.


 


	
         

        PARTICIPANT:
	
         

        ENVISION SOLAR INTERNATIONAL, INC.

	 	 
	Signature: _____________________	By: __________________________
	
         

        Print Name: ____________________
	
         

        Its: ___________________________

	
         

        Date: __________________________
	
         

        Date: __________________________

	 	 
	Address: _________________________	 
	                 __________________________	 


 


 


 


 


 


 






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EXHIBIT A


TERMS AND CONDITIONS OF RESTRICTED STOCK
GRANT 


 


 


1.       Grant
of Restricted Stock. The Company hereby grants to the Participant named above (the “Participant”) under
the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or
other compensation for his or her services, an Award of shares of the Company’s common stock (“Restricted Stock”),
subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference.


 


2.       Escrow
of Shares.


 


(a)       All
Shares of Restricted Stock (the “Shares”) will, upon execution of this Agreement, be delivered and deposited
with an escrow holder designated by the Company (the “Escrow Holder”). The Shares will be held by the Escrow
Holder until such time as the Shares vest or the date Participant ceases to be an employee, director or consultant to the Company
(a “Service Provider”).


 


(b)       The
Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares in escrow while acting
in good faith and in the exercise of its judgment.


 


(c)       Upon
Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such
termination, will take all steps necessary to accomplish the transfer of the unvested Shares to the Company. Participant hereby
appoints the Escrow Holder with full power of substitution, as Participant’s true and lawful attorney-in-fact with irrevocable
power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including,
without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares
to the Company upon such termination.


 


(d)       The
Escrow Holder will take all steps necessary to accomplish the transfer of the Shares to Participant after they vest following Participant’s
request that the Escrow Holder do so.


 


(e)       Subject
to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow,
including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon.


 


(f)       In
the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting
the Common Stock, the Shares will be increased, reduced or otherwise changed, and by virtue of any such change Participant will
in his or her capacity as owner of unvested shares of Restricted Stock be entitled to new or additional or different shares of
stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash
or securities will thereupon be considered to be unvested Shares and will be subject to all of the conditions and restrictions
which were applicable to the unvested Shares pursuant to this Agreement. If Participant receives rights or warrants with respect
to any unvested Shares, such rights or warrants may be held or exercised by Participant, provided that until such exercise any
such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants
will be considered to be unvested Shares and will be subject to all of the conditions and restrictions which were applicable to
the unvested Shares pursuant to this Agreement.


 


(g)       The
Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted
Stock or otherwise note its records as to the restrictions on transfer set forth in this Agreement.


 


3.       Vesting
Schedule. Except as provided in Section 4, and subject to Section 5, the Shares awarded by this Agreement will vest
in accordance with the Vesting Schedule set forth in the Notice of Grant. The Shares scheduled to vest on a certain date or upon
the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Agreement,
unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.


 


 


 






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4.       Committee
Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance,
of the unvested Restricted Stock at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock will be
considered as having vested as of the date specified by the Committee.


 


5.       Forfeiture
upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Agreement, the balance of
the Shares that have not vested at the time of Participant’s termination as a Service Provider for any reason will be forfeited
and automatically transferred to and reacquired by the Company at no cost to the Company upon the date of such termination and
Participant will have no further rights thereunder. Participant will not be entitled to a refund of the price paid for the Shares,
if any, returned to the Company pursuant to this Section 5. Participant hereby appoints the Escrow Holder with full power
of substitution, as Participant’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on
behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers
which may be necessary to transfer the certificate or certificates evidencing such unvested Shares to the Company upon such termination
of service.


 


6.       Death
of Participant. Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then deceased,
be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor
of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as
transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any
laws or regulations pertaining to said transfer. This Section 6 is subject in its entirety to Section 5 above.


 


7.       Withholding
of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares may be released
from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the Committee)
will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines
must be withheld with respect to such Shares. The Committee, in its sole discretion and pursuant to such procedures as it may specify
from time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the
following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Common
Stock having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already
vested and owned Common Stock having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient
number of such Common Stock otherwise deliverable to Participant through such means as the Company may determine in its sole discretion
(whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the
Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing
the number of Common Stock otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the
payment of any required tax withholding obligations hereunder at the time any applicable Shares are scheduled to vest pursuant
to Sections 3 or 4, Participant will permanently forfeit such Common Stock and the Common Stock will be returned to the Company
at no cost to the Company.


 


8.       Rights
as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges
of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such
Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant
or the Escrow Holder. Except as provided in Section 2, after such issuance, recordation and delivery, Participant will have
all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on
such Shares.


 


9.       No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE SHARES OF RESTRICTED STOCK PURSUANT
TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY AND NOT THROUGH THE
ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK OR ACQUIRING COMMON STOCK HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE
AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL,
AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING
OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


10.       Address
for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at Envision
Solar International, Inc., 5660 Eastgate Drive, San Diego, California 92121, or at such other address as the Company may hereafter
designate in writing.


 


 


 






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11.       Grant
is Not Transferable. The unvested Shares subject to this grant and the rights and privileges conferred hereby will not be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any unvested Shares
subject to this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.


 


12.       Binding
Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding
upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


13.       Additional
Conditions to Release from Escrow. The Company will not be required to issue any certificate or certificates for Shares hereunder
or release such Shares from the escrow established pursuant to Section 2 prior to fulfillment of all the following conditions:
(a) the admission of Common Stock to listing on all stock exchanges on which such class of stock is then listed; (b) the
completion of any registration or other qualification of such shares under any state or federal law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee will, in its absolute
discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental
agency, which the Committee will, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of
such reasonable period of time following the date of grant of the Restricted Stock as the Committee may establish from time to
time for reasons of administrative convenience.


 


14.       Plan
Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms
used and not defined in this Agreement will have the meaning set forth in the Plan.


 


15.       Committee
Authority. The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but
not limited to, the determination of whether or not any shares of Restricted Stock have vested). All actions taken and all interpretations
and determinations made by the Committee in good faith will be final and binding upon Participant, the Company and all other interested
persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith
with respect to the Plan or this Agreement.


 


16.       Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Shares awarded under the
Plan or future Restricted Stock that may be awarded under the Plan by electronic means or request Participant’s consent to
participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees
to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third
party designated by the Company.


 


17.       Captions.
Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.


 


18.       Agreement
Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be
severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of
this Agreement.


 


19.       Modifications
to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly
warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than
those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by
a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves
the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant,
to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or to otherwise
avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Award of
Restricted Stock.


 


20.       Amendment,
Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received
an Award of Restricted Stock under the Plan, and has received, read and understood a description of the Plan. Participant understands
that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.


 


 


 






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21.       Governing
Law. This Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law principles
thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock or this Agreement, the parties
hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted
in the courts of San Diego County, California or the federal courts for the United States for the Southern District of California,
and no other courts, where this Award of Restricted Stock is made and/or to be performed.


 


22.       Section
83(b) Election. Participant hereby acknowledges that he or she has been informed that, with respect to the purchase of the
Shares, an election may be filed by the Participant with the Internal Revenue Service, within 30 days of the purchase of the Shares,
electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Shares,
if any, and their Fair Market Value on the date of purchase (the “Election”). Making the Election will result
in recognition of taxable income to the Participant on the date of purchase, measured by the excess, if any, of the Fair Market
Value of the Shares over the purchase price for the Shares. Absent such an Election, taxable income will be measured and recognized
by Participant at the time or times on which the Company’s right to reacquire the Shares lapses. Participant is strongly
encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability
of filing of the Election. PARTICIPANT ACKNOWLEDGES THAT IT IS SOLELY PARTICIPANT’S RESPONSIBILITY, AND NOT THE COMPANY’S
RESPONSIBILITY, TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PARTICIPANT REQUESTS THE COMPANY, OR ITS REPRESENTATIVE,
TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.


 


 


 






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