EXHIBIT 10.2




ENVISION SOLAR INTERNATIONAL, INC.


RESTRICTED STOCK GRANT AGREEMENT




This
Restricted Stock Grant Agreement (the "Agreement")
is made and entered into as of December 31, 2016, (the "Effective
Date") by and between Envision Solar International, Inc., a Nevada
corporation (the "Company"), and the person named
below (the "Grantee").  




 




Grantee:                                                         Jay
S. Potter                                                               


Social Security Number:                                                                                                                    


Address:                                                                                                                                             


                                                                                    


Total Number of Shares to Be Granted:      750,000
(the "Restricted Shares")                           




1.         Grant of Restricted Shares and Escrow.




1.1       Grant of Restricted Shares.  In
consideration for the performance of services by the Grantee for the Company as
a director, the Company hereby grants the Restricted Shares to the Grantee,
subject to the conditions of this Agreement.  As used in this Agreement, the
term "Shares" shall mean shares of the Company's
common stock, par value $0.001 per share, which includes the Restricted Shares
granted under this Agreement, and all securities received (i) in replacement of
the Shares, (ii) as a result of stock dividends or stock splits with respect to
the Shares, and (iii) in replacement of the Shares in a merger,
recapitalization, reorganization or similar corporate transaction.




1.2       Escrow of Restricted Shares. 
The Secretary of the Company shall hold the Shares in escrow and will either
(i) release eligible Restricted Shares when vested or (ii) in the event Grantee
is terminated as set forth in Section 2.2 of this Agreement, return Restricted
Shares which have not yet vested as of the date of such termination to the
Company for cancellation.  Grantee will have no voting rights with respect to
Restricted Shares until such Restricted Shares have been vested and released
from escrow to the Grantee.  All cash, stock, and other dividends declared with
respect to the Restricted Shares while in escrow will be remitted back to the
Company when paid.




2.         Vesting.
The Restricted Shares shall vest and be released from escrow to the Grantee
under this Agreement in accordance with the vesting schedule set forth in Section
2.1 and the other conditions precedent to the release from escrow of the
eligible Restricted Shares.




2.1       Schedule of Vesting.  Grantee
shall be eligible for the release from escrow of Restricted Shares as follows: 
20,833 Restricted Shares per month over a 36 month period
commencing on January 31, 2017, issuable quarterly on the last day of each
calendar quarter; provided, that the first release will be of 62,499 Restricted
Shares and is scheduled to occur on March 31, 2017 and the last release will be
of 62,511 Restricted Shares and is scheduled to occur on December 31, 2019.


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2.2       Termination. If the Grantee's
services with the Company, whether as a director, officer, employee or
consultant, terminate for any reason before all of the Restricted Shares have
vested in accordance with Section 2.1 of this Agreement, then the Restricted
Shares which have not yet vested as of the date of such termination shall
immediately be forfeited as of the date of such termination and returned to the
Company by the Secretary for cancellation.


2.3       Title
to Shares. The exact spelling of the name(s) under which Grantee shall take
title to the Shares is:


                                                                                                                                    


                                                                                                                                    


Grantee
desires to take title to the Shares as follows:


[  ]  Individual,
as separate property


[  ]  Husband
and wife, as community property


[  ]  Joint
Tenants


To
assign the Shares to a trust, a stock transfer agreement in a form and
substance acceptable to the Company must be completed and executed and such
transfer must comply with applicable federal and state securities laws.




3.         Representations and
Warranties of Grantee.  Grantee represents and warrants to the Company that:


3.1       Agrees
to Terms of this Agreement.  Grantee has received a copy of this Agreement,
has read and understands the terms of this Agreement, and agrees to be bound by
its terms and conditions.


3.2       Acceptance
of Shares for Own Account for Investment.  Grantee is acquiring the Shares
for Grantee's own account for investment purposes only and not with a view to,
or for sale in connection with, a distribution of the Shares within the meaning
of the Securities Act of 1933, as amended (the "Securities Act").  Grantee has
no present intention of selling or otherwise disposing of all or any portion of
the Shares.


3.3       Access
to Information.  Grantee has had access to all information regarding the
Company and its present and prospective business, assets, liabilities and
financial condition that Grantee reasonably considers important in making the
decision to acquire the Shares, and Grantee has had ample opportunity to ask
questions of the Company's representatives concerning such matters and this
investment.


3.4       Understanding
of Risks.  Grantee is fully aware of:  (i) the highly speculative
nature of the investment in the Shares; (ii) the financial hazards involved;
(iii) the lack of liquidity of the Shares and the restrictions on
transferability of the Shares (e.g., that Grantee may not be able to sell or
dispose of the Shares or use them as collateral for loans); (iv) the
qualifications and backgrounds of the management of the Company; and (v) the tax
consequences of investment in the 


 

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Shares.  Grantee is capable of evaluating the merits and risks of
this investment, has the ability to protect Grantee's own interests in this
transaction and is financially capable of bearing a total loss of this
investment.


3.5       No
General Solicitation.  At no time was Grantee presented with or solicited
by any publicly issued or circulated newspaper, mail, radio, television or
other form of general advertising or solicitation in connection with the offer,
sale and issue of the Shares.


4.         Compliance
with Securities Laws.  Grantee understands and acknowledges that the Shares have
not been registered with the Securities and Exchange Commission (the "SEC")
under the Securities Act and that, notwithstanding any other provision of this
Agreement to the contrary, the issuance of any Shares is expressly conditioned
upon compliance with the Securities Act and all applicable state securities
laws.  Grantee agrees to cooperate with the Company to ensure compliance with
such laws.


5.         Restricted Securities.


5.1       No
Transfers Unless Registered or Exempt.  Grantee understands that Grantee
may not transfer any Shares unless such Shares are registered under the
Securities Act and qualified under applicable state securities laws or unless,
in the opinion of counsel to the Company, exemptions from such registration and
qualification requirements are available.  Grantee understands that only the
Company may file a registration statement with the SEC and that the Company is
under no obligation to do so with respect to the Shares.  Grantee has also been
advised that exemptions from registration and qualification may not be
available or may not permit Grantee to transfer all or any of the Shares in the
amounts or at the times proposed by Grantee.


5.2       SEC
Rule 144.  In addition, Grantee has been advised that SEC Rule 144
promulgated under the Securities Act, which permits certain limited sales of
unregistered securities, is not presently available with respect to the Shares
and, in any event, requires that the Shares be held for a minimum of six
months, and in certain cases one (1) year, after they have been acquired,
before they may be resold under Rule 144.  Grantee understands that Rule 144
may indefinitely restrict transfer of the Shares so long as Grantee remains an
"affiliate" of the Company or if "current public information" about the Company
(as defined in Rule 144) is not publicly available.


6.         Market
Standoff Agreement.  Grantee agrees in connection with any registration of the
Company's securities that, upon the request of the Company or the underwriters
managing any public offering of the Company's securities, Grantee shall not
sell or otherwise dispose of any Shares without the prior written consent of the
Company or such underwriters, as the case may be, for such period of time (not
to exceed one hundred eighty (180) days) after the effective date of such
registration requested by such underwriters and subject to all restrictions as
the Company or the underwriters may specify.  Grantee further agrees to enter
into any agreement reasonably required by the underwriters to implement the
foregoing.


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7.         Company Take-Along Right.




7.1       Approved Sale.  If the Board of
Directors of the Company (the "Board") shall deliver a notice to Grantee (a "Sale
Event Notice") stating that the Board has approved a sale of all or a
portion of the Company through a sale of assets, securities, or otherwise (an "Approved
Sale") and specifying the name and address of the proposed parties to such
transaction and the consideration payable in connection therewith, Grantee
shall (i) consent to and raise no objections against the Approved Sale or the
process pursuant to which the Approved Sale was arranged, (ii) waive any
dissenter's rights and other similar rights, and (iii) if the Approved Sale is
structured as a sale of securities, agree to sell Grantee's Shares on the terms
and conditions of the Approved Sale which terms and conditions shall treat all
stockholders of the Company equally (on a pro rata basis), except that shares
having a liquidation preference may, if so provided in the documents governing
such shares, receive an amount of consideration equal to such liquidation
preference in addition to the consideration being paid to the holders of Shares
not having a liquidation preference.  




Grantee shall take all necessary and desirable
lawful actions as directed by the Board and the stockholders of the Company
approving the Approved Sale in connection with the consummation of any Approved
Sale, including without limitation, the execution of such agreements and such
instruments and other actions reasonably necessary to (A) provide the
representations, warranties, indemnities, covenants, conditions, non-compete
agreements, escrow agreements and other provisions and agreements relating to
such Approved Sale and, (B) effectuate the allocation and distribution of the
aggregate consideration upon the Approved Sale, provided, that this
Section 7 shall not require Grantee to indemnify the purchaser in any Approved
Sale for breaches of the representations, warranties or covenants of the
Company or any other stockholder, except to the extent (x) Grantee is not
required to incur more than its pro rata share of such indemnity obligation
(based on the total consideration to be received by all stockholders that are
similarly situated and hold the same class or series of capital stock) and (y)
such indemnity obligation is provided for and limited to a post-closing escrow
or holdback arrangement of cash or stock paid in connection with the Approved
Sale.




7.2       Costs.  Grantee shall bear
Grantee's pro rata share (based upon the amount of consideration to be
received) of the reasonable costs of any sale of Shares pursuant to an Approved
Sale to the extent such costs are incurred for the benefit of all selling
stockholders of the Company and are not otherwise paid by the Company or the
acquiring party.  Costs incurred by Grantee on Grantee's own behalf shall not
be considered costs of the transaction hereunder.




7.3       Share Delivery.  At the consummation
of the Approved Sale, Grantee shall, if applicable, deliver certificates
representing the Shares to be transferred, duly endorsed for transfer and
accompanied by all requisite stock transfer taxes, if any, and the Shares to be
transferred shall be free and clear of any liens, claims or encumbrances (other
than restrictions imposed by this Exercise Notice) and Grantee shall so
represent and warrant.




7.4       Termination of Company Take-Along
Right.  The Take-Along Right shall terminate as to the Shares
upon the Public Trading Date of the Shares.  For the purposes of this
Agreement, the "Public Trading Date" of the Shares is the date on which the
Shares first become freely tradable under the Securities Act, either pursuant to
Rule 144 or another provision of the Securities Act.  The holder of the
Shares may apply to have all restrictive transfer legends 


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removed from the certificates
evidencing the Shares, provided that the request for legend removal is made at
such times and in such manner that removal is accomplished in compliance with
the Securities Act and the rules and regulations promulgated under the
Securities Act; and provided further, that any proposed sale of Shares must
comply with all Company policies and procedures, and with applicable federal,
state and local laws.


8.            Rights
as a Stockholder. 
Subject to the terms and conditions of this Agreement, Grantee shall have all
of the rights of a stockholder of the Company with respect to the Shares after
eligible Restricted Shares vest and are released from escrow to Grantee, until
such time as Grantee disposes of the Shares.


9.            Restrictive Legends and Stop-Transfer
Orders.


9.1       Legends. 
Grantee understands and agrees that the Company shall place the legends set forth
below or similar legends on any stock certificate(s) evidencing the Shares,
together with any other legends that may be required by state or federal
securities laws, the Company's Certificate of Incorporation or Bylaws, any
other agreement between Grantee and the Company or any agreement between
Grantee and any third party:


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.  THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER
OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A 180 DAY MARKET STANDOFF RESTRICTION AS SET FORTH
IN A CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. 
AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS
AFTER THE EFFECTIVE DATE OF A PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER
HEREOF.  SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.


9.2       Stop-Transfer
Instructions.  Grantee agrees that, to ensure compliance with the
restrictions imposed by this Agreement, the Company may issue appropriate
"stop-transfer" instructions to its transfer agent, if any, and if the Company
transfers its own securities, it may make appropriate notations to the same
effect in its own records.


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9.3       Refusal to Transfer.  The
Company shall not be required (i) to transfer on its books any Shares that have
been sold or otherwise transferred in violation of any of the provisions of
this Agreement or (ii) to treat as owner of such Shares, or to accord the right
to vote or pay dividends to any purchaser or other transferee to whom such
Shares have been so transferred.




10.       Tax Consequences.  GRANTEE UNDERSTANDS
THAT GRANTEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF GRANTEE'S
ACQUISITION OR DISPOSITION OF THE SHARES.  GRANTEE REPRESENTS (i) THAT GRANTEE
HAS CONSULTED WITH A TAX ADVISER THAT GRANTEE DEEMS ADVISABLE IN CONNECTION
WITH THE ACQUISITION OR DISPOSITION OF THE SHARES AND (ii) THAT GRANTEE IS NOT
RELYING ON THE COMPANY FOR ANY TAX ADVICE.  




11.       Compliance with Laws and Regulations.  The issuance and
transfer of the Shares shall be subject to and conditioned upon compliance by
the Company and Grantee with all applicable state and federal laws and
regulations and with all applicable requirements of any stock exchange or
automated quotation system on which the Company's common stock may be listed or
quoted at the time of such issuance or transfer.




12.       Successors and Assigns.  The Company may assign
any of its rights under this Agreement.  This Agreement shall be binding
upon and inure to the benefit of the successors and assigns of the Company. 
Subject to the restrictions on transfer herein set forth, this Agreement shall
be binding upon Grantee and Grantee's heirs, executors, administrators, legal
representatives, successors and assigns.




13.       Governing Law; Severability.  This Agreement shall
be governed by and construed in accordance with the internal laws of the State
of Nevada as such laws are applied to agreements between Nevada
residents entered into and to be performed entirely within Nevada, excluding
that body of laws pertaining to conflict of laws.  If any provision of this
Agreement is determined by a court of law to be illegal or unenforceable, then
such provision shall be enforced to the maximum extent possible and the other
provisions shall remain fully effective and enforceable.




14.       Notices.  Any notice required to be given or
delivered to the Company shall be in writing and addressed to the Corporate
Secretary of the Company at its principal corporate offices.  Any notice
required to be given or delivered to Grantee shall be in writing and addressed
to Grantee at the address indicated above or to such other address as Grantee
may designate in writing from time to time to the Company.  All notices shall
be deemed effectively given upon personal delivery, (i) three (3) days after
deposit in the United States mail by certified or registered mail (return
receipt requested), (ii) one (1) business day after its deposit with any return
receipt express courier (prepaid), or (iii) one (1) business day after transmission
by facsimile or email.




15.       Further Instruments.  The parties agree to
execute such further instruments and to take such further action as may be
reasonably necessary to carry out the purposes and intent of this Agreement.


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16.       Headings; Counterparts.  The captions and
headings of this Agreement are included for ease of reference only and shall be
disregarded in interpreting or construing this Agreement.  All references
herein to Sections shall refer to Sections of this Agreement.  This Agreement
may be executed in any number of counterparts, each of which when so executed
and delivered shall be deemed an original, and all of which together shall
constitute one and the same agreement.




17.       Entire Agreement.  This Agreement
constitutes the entire agreement and understanding of the parties with respect
to the subject matter of this Agreement, and supersedes all prior
understandings and agreements, whether oral or written, between the parties
hereto with respect to the specific subject matter of this Agreement.




WHEREOF,
the Company has caused this Agreement to be executed by its duly authorized
representative and Grantee has executed this Agreement as of the Effective
Date.




 


	Envision Solar International, Inc.	 	Grantee
	 	 	 
	
    
      By:

    	 	
    
 

    
	 	 	(Signature)
	 	 	 
	 	 	 
	
    
      Desmond Wheatley

    	 	
    
      Jay S. Potter

    
	(Please print name)	 	(Please print name)
	 	 	 
	
    
      Chief Executive Officer

    	 	 
	(Please print title)	 	 





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Spouse
Consent


The undersigned spouse
of Jay S. Potter (the "Grantee") has read,
understands, and hereby approves the Restricted Stock Grant Agreement between
Envision Solar International, Inc., a Nevada corporation (the "Company")
and Grantee (the "Agreement"). In consideration of
the Company's granting my spouse the right to purchase the Shares as set forth
in the Agreement, the undersigned hereby agrees to be irrevocably bound by the
Agreement and further agrees that any community property interest shall
similarly be bound by the Agreement. The undersigned hereby appoints Grantee as
my attorney-in-fact with respect to any amendment or exercise of any rights
under the Agreement.


 


	Date: 12/31/2016	 	
    
 

    
	 	 	Print Name of Grantee's Spouse
	 	 	 
	
    
 

    	 	
    
 

    
	(Please print name)	 	Signature of Grantee's Spouse
	 	 	 
	 	 	 
	
    
 

    	 	Address:
	(Please print title)	 	
    
 

    
	 	 	 
	 	 	
    
 

    
	 	 	 
	 	 	 
	 	 	 
	 	 	/_/ Check this box if you do not have a spouse.



 


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