Exhibit 10.47


 


ASCENT SOLAR TECHNOLOGIES, INC.


2008 RESTRICTED STOCK PLAN


 


(as amended September 19, 2008)


 


1.     Purposes of the Plan.     The purposes of this
2008 Restricted Stock Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional
incentives to Eligible Employees, Consultants and Directors, and to promote the
success of the Company’s business.


 


2.     Definitions.     As used herein, the following definitions
shall apply:


 


a.     “Applicable Law” means
the legal requirements relating to the administration of the Plan under
applicable federal, state, local and foreign corporate, tax and securities
laws, and the rules and requirements of any stock exchange or quotation
system on which the Common Stock is listed or quoted.


 


b.     “Award” means an award of
Restricted Stock or Restricted Stock Units to a Grantee pursuant to Section 5
of the Plan.


 


c.     “Award Agreement” means
the agreement, notice and/or terms or conditions by which an Award is evidenced,
documented in such form (including by electronic communication) as may be
approved by the Committee.


 


d.     “Board” means the Board
of Directors of the Company.


 


e.     “Change in Control” means
the happening of any of the following:


 


(i)      any one person, or more than one person acting as a group, acquires
ownership of stock of the Company that, together with stock held by such person
or group, possesses more than 50 percent of the total fair market value or
total voting power of the stock of the Company; provided, however, that if any
one person, or more than one person acting as a group, is considered to own
more than 50 percent of the total fair market value or total voting power
of the stock of the Company, the acquisition of additional stock by the same
person or persons will not be considered a Change in Control. Notwithstanding
the foregoing, an increase in the percentage of stock of the Company owned by
any one person, or persons acting as a group, as a result of a transaction in
which the Company acquires its stock in exchange for property will be treated
as an acquisition of stock of the Company for purposes of this
subsection (i);


 


(ii)     during any period of 12 consecutive months, individuals who at the
beginning of such period constituted the Board (together with any new or
replacement directors whose election by the Board, or whose nomination for
election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
directors then in office; or


 


(iii)    any one person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the most recent
acquisition by the person or persons) assets from the Company, outside of the
ordinary course of business, that have a gross fair market value equal to or
more than 50 percent of the total gross fair market value of all of the
assets of the Company immediately prior to such acquisition or acquisitions.
For purposes of this subsection (iii), “gross fair market value” means the
value of the assets of the Company, or the value of the assets being disposed
of, determined without regard to any liabilities associated 


 

















 


with such assets.
Notwithstanding anything to the contrary in this Agreement, the following shall
not be treated as a Change in Control under this subsection (iii): (A) a
transfer of assets from the Company to a shareholder of the Company (determined
immediately before the asset transfer); (B) a transfer of assets from the
Company to an entity, 50 percent or more of the total value or voting
power of which is owned, directly or indirectly, by the Company; (C) a
transfer of assets from the Company to a person, or more than one person acting
as a group, that owns, directly or indirectly, 50 percent or more of the
total value or voting power of all the outstanding stock of the Company; or (D) a
transfer of assets from the Company to an entity, at least 50 percent of
the total value or voting power of which is owned, directly or indirectly, by a
person described in (iii)(C) above.


 


f.      “Code” means the Internal
Revenue Code of 1986, as amended.


 


g.     “Committee” means a
committee of Directors appointed by the Board in accordance with Section 4
of the Plan.


 


h.     “Common Stock” means the
common stock, $0.0001 par value, of the Company.


 


i.      “Company” means Ascent
Solar Technologies, Inc., a Delaware corporation.


 


j.      “Consultant” means any person, including an
advisor, engaged by the Company or a Parent or Subsidiary to render services to
such entity


 


k.     “Date of Grant” means the
date on which the Committee makes the determination granting the Award, or such
other later date as is determined by the Committee.


 


l.      “Date of Termination”
means the date on which a Grantee’s employment or service as a Director,
whichever is applicable, terminates.


 


m.    “Director”
means a member of the Board.


 


n.     “Eligible
Employee” means any person who is employed by the Company or any
Parent or Subsidiary of the Company.


 


o.     “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


p.     “Fair Market Value”
means, as of any date, the value of Common Stock determined as follows:


 


(i)      If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq Global Market
or The Nasdaq Capital Market, its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted
on such exchange or system for the day of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;


 


(ii)     If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market Value of a Share of
Common Stock shall be the mean between the high bid and low asked prices for
the Common Stock on the day of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; or


 


(iii)    In the absence of an established market for the Common Stock, the Fair
Market Value shall be determined in good faith by the Committee.


 


q.     “Grantee” means an
individual to whom an Award has been granted.


 


r.      “Officer” means a person
who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.


 

















 


s.     “Parent” means a corporation,
whether now or hereafter existing, in an unbroken chain of corporations ending
with the Company if each of the corporations other than the Company holds at
least 50 percent of the voting shares of one of the other corporations in
such chain.


 


t.      “Plan” means this 2008
Ascent Solar Technologies, Inc. Restricted Stock Plan, as it may be
amended from time to time.


 


u.     “Restricted Stock” means Common Stock
awarded under this Plan.


 


v.     “Restricted Stock Unit” means a
bookkeeping entry representing an amount equivalent to the fair market value of
one share of Common Stock, payable in cash or shares of Common Stock. Restricted
Stock Units represent an unfunded and unsecured obligation of the Company,
except as otherwise provided for by the Committee.


 


w.    “ Rule 16b-3” means Rule 16b-3
of the Exchange Act or any successor to Rule 16b-3, as in effect when
discretion is being exercised with respect to the Plan.


 


x.     “ Section 16(b) “
means Section 16(b) of the Exchange Act.


 


y.     “ Share” means a share of
the Common Stock awarded under the Plan as (i) part of a Restricted Stock
grant or (ii) a component of a Restricted Stock Unit, as adjusted in
accordance with Section 7 of the Plan.


 


z.     “ Subsidiary” means a
corporation, domestic or foreign, of which not less than 50 percent of the
voting shares are held by the Company or a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the Company or
a Subsidiary.


 


3.     Shares Subject to the Plan.     Subject to the
provisions of Section 7 of the Plan and except as otherwise provided in
this Section 3, the maximum aggregate number of Shares that may be subject
to Awards is initially 750,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock. If an Award expires without having been
vested in full the remaining Shares that were subject to the Award shall become
available for future Awards under the Plan (unless the Plan has terminated).
The Board may from time to time determine the appropriate methodology for calculating
the number of Shares issued pursuant to the Plan. No more than 200,000 Shares
may be granted pursuant to Awards to an individual Grantee in any calendar
year.


 


4.     Administration of the Plan.


 


a.     Multiple Administrative Bodies.     The Plan may be
administered by different Committees with respect to different groups of
Grantees.


 


(i)      Section 162(m) .    To the extent that
the Committee determines it to be desirable to qualify Awards granted hereunder
as “performance-based compensation” within the meaning of Section 162(m) of
the Code, the Plan shall be administered by a Committee of two or more “outside
directors” within the meaning of Section 162(m) of the Code.


 


(ii)     Rule 16b-3 .    To the extent
desirable to qualify transactions hereunder as exempt under Rule 16b-3,
the transactions contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3.


 


(iii).   Other Administration .    Other than as
provided above, the Plan shall be administered by (A) the Board or (B) a
Committee, which committee shall be constituted to satisfy Applicable Laws.


 


(iv)    Binding Effect .    The Committee’s decisions, determinations and
interpretations shall be final and binding on all Grantees and any other
holders of Awards.


 

















 


b.     Subject to the provisions of the Plan, the Committee shall have the
authority, in its sole and absolute discretion:


 


(i)      to determine the Fair Market Value of the Common Stock, in accordance
with Section 2(p) of the Plan;


 


(ii)     to select the Eligible Employees, Consultants and Directors to whom
Awards will be granted under the Plan;


 


(iii)    to determine whether, when, to what extent and in what amounts Awards
are granted under the Plan;


 


(iv)    to determine the number of Shares to be covered by each Award granted
under the Plan;


 


(v)     to determine the forms of Award Agreements, which need not be the same
for each grant or for each Grantee, for use under the Plan;


 


(vi)    to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Award granted under the Plan. Such terms and conditions,
which need not be the same for each grant or for each Grantee, include, but are
not limited to, any waiver of forfeiture restrictions, and any restriction or
limitation regarding any Award or the Shares relating thereto, based in each
case on such factors as the Committee shall determine;


 


(vii)   to construe and interpret the terms of the Plan and Awards;


 


(viii)  to prescribe, amend and rescind rules and regulations relating to
the Plan, including, without limiting the generality of the foregoing, rules and
regulations relating to the operation and administration of the Plan to
accommodate the specific requirements of local and foreign laws and procedures;


 


(ix)    to modify or amend each Award (subject to Section 9 of the Plan);


 


(x)     to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Award previously granted by the
Committee;


 


(xi)    to determine the terms and restrictions applicable to Awards;


 


(xii)   to provide any notice or other communication required or permitted by
the Plan in either written or electronic form; and


 


(xiii)
to make all other determinations deemed necessary or advisable for
administering the Plan.


 


5.     Eligibility and General Conditions of Awards.


 


a.     Eligibility.     Awards may be granted to Eligible Employees,
Consultants and Directors. If otherwise eligible, an Eligible Employee,
Consultant or Director who has been granted an Award may be granted additional
Awards.


 


b.     Committee Action.     The Committee acting in its sole and absolute
discretion shall have the right to grant Awards to Eligible Employees,
Consultants and Directors under the Plan from time to time. Subject to the
terms of the Plan, the Committee may grant Awards to any Eligible Employee,
Consultant or Director, in such amount and upon such terms and conditions as
shall be determined by the Committee in its sole and absolute discretion. Each
Award shall be evidenced by an Award Agreement, and to the extent not set forth
in the Plan, the terms and conditions of each Award, which need not be the same
for each grant or for each Grantee, shall 


 

















 


be set forth in an Award
Agreement. Each Award Agreement shall set forth the conditions, if any, under
which the Grantee’s interest in the Shares will be forfeited.


 


c.     Forfeiture Conditions.     The Committee may
make each grant of an Award (if, when and to the extent that the grant becomes
effective) subject to one, or more than one, objective employment, performance
or other forfeiture condition which the Committee acting in its sole and
absolute discretion deems appropriate under the circumstances for Eligible
Employees, Consultants or Directors generally or for a Grantee in particular,
and the related Award Agreement shall set forth each such condition and the
deadline for satisfying each such forfeiture condition. A Grantee’s
nonforfeitable and vested interest in the Award shall depend on the extent to
which each such condition is timely satisfied. Unless otherwise provided in the
Award Agreement, the Award shall vest in a series of three (3) successive
equal annual installments over the three (3)-year period measured from the Date
of Grant.


 


(i)            With respect to Awards of Restricted Stock, a
share certificate shall be issued (subject to the conditions, if any, described
in this Section 5) to, or for the benefit of, the Grantee with respect to
the number of Shares for which a grant has become effective as soon as
practicable after the Date of Grant.


 


(ii)           With respect to Awards of Restricted Stock Units, as soon as
administratively possible after the date of vesting, but in no event later than
two and a half months after the end of the calendar year in which the vesting
occurs, the Committee will cause to be issued to the Grantee, a share
certificate to, or for the benefit of, the Grantee with respect to the number
of vested Shares. Alternatively, at the discretion of the Committee, vested
Restricted Stock Units may be paid to the Grantee in cash.


 


d.     Code Section 162(m) Provisions.


 


(i)          Notwithstanding any other provision of the Plan, if the Compensation
Committee of the Board (the “Compensation Committee”) determines at the time an
Award is granted to an Eligible Employee, Consultant or Director that such
Eligible Employee, Consultant or Director is, or may be as of the end of the
tax year for which the Company would claim a tax deduction in connection with
such Award, a “covered employee” within the meaning of Section 162(m)(3) of
the Code, and to the extent the Compensation Committee considers it desirable
for compensation delivered pursuant to such Award to be eligible to qualify for
an exemption from the limit on tax deductibility of compensation under Section 162(m) of
the Code, then the Compensation Committee may provide that this Section 5(d) is
applicable to such Award under such terms as the Compensation Committee shall
determine.


 


(ii)         If an Award is subject to this Section 5(d), then the lapsing of
restrictions thereon and the distribution of Shares or cash pursuant thereto, as
applicable, shall be subject to satisfaction of one, or more than one,
objective performance targets. The Compensation Committee shall determine the
performance targets that will be applied with respect to each Award subject to
this Section 5(d) at the time of grant, but in no event later than
90 days after the commencement of the period of service to which the
performance target(s) relate. The performance criteria applicable to
Awards subject to this Section 5(d) will be one or more of the
following criteria: (A) stock price; (B) market share; (C) sales;
(D) earnings per share, core earnings per share or variations thereof; (E) return
on equity; (F) costs; (G) revenue; (H) cash to cash cycle; (I) days
payables outstanding; (J) days of supply; (K) days sales outstanding;
(L) cash flow; (M) operating income; (N) profit after tax; (O) profit
before tax; (P) return on assets; (Q) return on sales; (R) inventory
turns; (S) invested capital; (T) net operating profit after tax; (U) return
on invested capital; (V) total shareholder return; (W) earnings; (X) return
on equity or average shareowners’ equity; (Y) total shareowner return; (Z) return
on capital; (AA) return on investment; (BB) income or net income; (CC)
operating income or net operating income; (DD) operating profit or net
operating profit; (EE) operating margin; (FF) return on operating revenue; (GG)
contract awards or backlog; (HH) overhead or other expense reduction; (II) growth
in shareowner value relative to the moving average of the S&P 500
Index or a peer group 


 

















 


index; (JJ) credit rating;
(KK) strategic plan development and implementation; (LL) net cash provided by
operating activities; (MM) gross margin; (NN) economic value added; (OO)
customer satisfaction; (PP) financial return ratios; (QQ) market performance;
(RR) production capacity; (SS) production volume; (TT) achievement of
photovoltaic conversion efficiency; (UU) production yields; (VV) EBITDA;
(WW) EBIT; (XX) market capitalization; (YY) liquidity; (ZZ) strategic
partnerships; (AAA) production agreements and relationships; and (BBB) product
certifications.


 


(iii)        Notwithstanding any contrary provision of the Plan, the Compensation
Committee may not increase the number of Shares granted pursuant to any Award
subject to this Section 5(d), nor may it waive the achievement of any
performance target established pursuant to this Section 5(d).


 


(iv)        Prior to the payment of any Award subject to this Section 5(d),
the Compensation Committee shall certify in writing that the performance target(s) applicable
to such Award was met.


 


(v)         The Compensation Committee shall have the power to impose such other
restrictions on Awards subject to this Section 5(d) as it may deem
necessary or appropriate to ensure that such Awards satisfy all requirements
for “performance-based compensation” within the meaning of Code
section 162(m)(4)(C) of the Code, the regulations promulgated
thereunder, and any successors thereto.


 


e.     Dividends and Voting Rights.


 


(i)          Restricted Stock.  Unless otherwise provided in the Award Agreement,
the Grantee shall have the right to receive any cash dividends which are paid
with respect to any of his or her Shares after the Date of Grant and before the
first day that the Grantee’s interest in such Shares is forfeited or becomes
nonforfeitable and vested. If an Award Agreement provides that a Grantee has no
right to receive a cash dividend when paid, such Award Agreement may set forth
the conditions, if any, under which the Grantee will be eligible to receive
one, or more than one, payment in the future to compensate the Grantee for the
fact that he or she had no right to receive any cash dividends on his or her
Shares when such dividends were paid. If an Award Agreement calls for any such
payments to be made, the Company shall make such payments from the Company’s
general assets, and the Grantee shall be no more than a general and unsecured
creditor of the Company with respect to such payments. If a stock dividend is
declared on such a Share after the grant is effective but before the Grantee’s
interest in such Share has been forfeited or has become nonforfeitable and
vested, such stock dividend shall be treated as part of the grant of the
Shares, and a Grantee’s interest in such stock dividend shall be forfeited or
shall become nonforfeitable and vested at the same time as the Share with
respect to which the stock dividend was paid is forfeited or becomes
nonforfeitable and vested. If a dividend is paid other than in cash or stock,
the disposition of such dividend shall be made in accordance with such rules as
the Committee shall adopt with respect to each such dividend. Unless otherwise
provided in the Award Agreement, the Grantee shall have the right to vote the
Shares related to his or her Award of after the Date of Grant of such Shares
but before his or her interest in such Shares has been forfeited or has become
nonforfeitable and vested.


 


(ii)         Restricted Stock Units.  No dividend or voting rights shall attach to
Shares associated with Awards of Restricted Stock Units unless and until such Shares
become nonforfeitable and vested.


 


f.      Satisfaction of Forfeiture Conditions.     A Share shall cease
to be restricted at such time as a Grantee’s interest in such Share becomes
nonforfeitable and vested in accordance with the terms of the Plan and the
Award Agreement, and the certificate representing such share shall be reissued
as soon as practicable thereafter and shall be transferred to the Grantee.


 

















 


g.     Termination of Employment or Service as a Director.     In the event that a
Grantee’s employment or service as a Director terminates for any reason, then,
unless otherwise provided by the Award Agreement, and subject to Section 7
of the Plan:


 


(i)      With respect to the portion of an Award
that is forfeitable immediately before the Date of Termination, the Shares
shall thereupon automatically be forfeited; and


 


(ii)     With respect to the portion of an Award
that is nonforfeitable and vested immediately before the Date of Termination,
the Shares shall promptly be settled by delivery to the Grantee (or the Grantee’s
beneficiary, in the event of the death of the Grantee) of a number of
unrestricted Shares equal to the aggregate number of the Grantee’s
nonforfeitable and vested Shares.


 


h.     Nontransferability of Awards.     Until such time as
it becomes nonforfeitable and vested in accordance with the terms of the Plan
and the Award Agreement, no Award, no right under any Award, and no Shares may
be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Grantee otherwise than by will or by the laws of descent and
distribution or to the Company, and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Subsidiary; provided, that the
designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.


 


i.      Escrow of Shares.     Any certificates representing the Shares
issued under the Plan shall be issued in the Grantee’s name, but, if the
applicable Award Agreement so provides, the Shares will be held by a custodian
designated by the Committee (the “Custodian”). Each applicable Award Agreement
providing for the transfer of Shares to the Custodian shall appoint the
Custodian as attorney-in-fact for the Grantee for the term specified in the
applicable Award Agreement, with full power and authority in the Grantee’s
name, place and stead to transfer, assign and convey to the Company any Shares
held by the Custodian for such Grantee, if the Grantee forfeits the Shares
under the terms of the applicable Award Agreement. During the period that the
Custodian holds the shares subject to this Section 5(i), the Grantee will
be entitled to all rights, except as otherwise provided in the Plan or the
applicable Award Agreement, applicable to Shares not so held.


 


j.      Other Restrictions.     The Committee shall impose such other
restrictions on any Award as it may deem advisable including, without
limitation, restrictions under Applicable Law. The Committee may also require
that Grantees make cash payments at the time of grant or upon lapsing of
restrictions. An Award shall not be granted and Shares shall not be issued
pursuant to an Award unless the grant of such Award and the issuance and delivery
of such Shares shall comply with all relevant provisions of Applicable Law, and
shall be further subject to the approval of counsel for the Company with
respect to such compliance. Any certificate issued to evidence Shares may bear
such legends and statements, and shall be subject to such transfer
restrictions, as the Committee deems advisable to assure compliance with
Applicable Law and the requirements of this Section 5(j). As a condition
to the issuance of Shares under this Plan, the Committee may require the
Grantee to represent and warrant that the Shares will be held for investment
and not with a view of resale or distribution to the public. No Shares may  be issued under this Plan until the Company
has obtained the consent or approval of every regulatory body, federal or
state, having jurisdiction over such matters as the Board deems advisable. Each
person who acquires the right to ownership of Shares by bequest or inheritance
may be required by the Committee to furnish reasonable evidence of such right
of ownership. In addition, the Board may require such consents and releases of
taxing authorities as the Board deems advisable. Additionally, as a condition
to the issuance of shares under this Plan, the Grantee shall be required to
become a party to the then-current version of any shareholder agreement that is
in effect among the holders of a majority of the Company’s equity securities.


 


k.     Certificate Legend.     In addition to any legends placed on
certificates pursuant to Section 5(j) above, each certificate
representing Shares shall bear the following legend:


 


The sale or other transfer
of the Shares of stock represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain restrictions on
transfer  as set forth in
the Ascent Solar Technologies, Inc. Restricted Stock Plan, as amended, and
in a Restricted Stock 


 

















 


Agreement
dated                        .
A copy of the Plan and the Restricted Stock Agreement may be obtained from the
Chief Financial Officer of Ascent Solar Technologies, Inc.


 


l.      Removal of Restrictions.      Shares shall become
freely transferable by the Grantee after they become nonforfeitable and vested.
Once the Shares are released from the forfeiture restrictions, the Grantee
shall be entitled to have the legend required by Section 5(k) above
removed from the Grantee’s Share certificate.


 


6.     Tax Withholding.     Upon each vesting event, the Grantee must
satisfy the federal, state, local or foreign income and social insurance
withholding taxes imposed by reason of the vesting of the Shares. Upon grant of
an Award, the Grantee shall make an election with respect to the method of
satisfaction of such tax withholding obligation in accordance with procedures
established by the Administrator. In the case where the Grantee is an Eligible
Employee, unless the Grantee delivers to the Company or its designee within
five (5) days after the occurrence of the vesting event specified in Section 2
or Section 3 above a certified check payable in the amount of all tax
withholding obligations imposed on the Grantee and the Company by reason of the
vesting of the Shares, the Grantee’s actual number of vested Shares shall be
reduced by the smallest number of whole Shares which, when multiplied by the
Fair Market Value of the Common Stock on the vesting date, is sufficient to
satisfy the amount of such tax withholding obligations.


 


7.     Adjustments Upon Changes in Capitalization or Change
of Control.


 


a.     Changes in Capitalization.     Subject to any
required action by the shareholders of the Company, the number of Shares, and
the number of Shares which have been authorized for issuance under the Plan but
as to which no Awards have yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Award shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Shares.


 


b.     Change in Control.     Unless otherwise provided in the Award
Agreement, in the event of a Change in Control, then, as to each Grantee,
50 percent of any Shares that have not yet been forfeited and that are not
yet nonforfeitable and vested at the time such Change in Control is determined
to have occurred shall become nonforfeitable and vested immediately before such
Change in Control is determined to have occurred. Notwithstanding the foregoing
and anything else in this Plan, and unless otherwise provided in the Award
Agreement, if the employment of a Grantee is terminated by the Company or its
successor in connection with a Change in Control (as determined in the sole and
absolute discretion of the Committee), then all of such Grantee’s Shares that
have not yet been forfeited and are not yet nonforfeitable and vested at
termination of employment shall become nonforfeitable and vested upon
termination of employment.


 


c.     Dissolution or Liquidation .    Unless otherwise
provided in the Award Agreement, in the event of the dissolution or liquidation
of the Company, then immediately before such dissolution or liquidation, any
Shares that are not yet nonforfeitable and vested shall become nonforfeitable
and vested.


 


8.     Term of Plan.     The Plan shall become effective upon its
approval by the shareholders of the Company within 12 months after the
earlier of the date of its adoption by the Board or the date of its approval by
the shareholders. Such shareholder approval shall be obtained in the manner and
to the degree required under applicable federal and state law. The Plan shall
continue in effect until the tenth anniversary of adoption of the Plan by the
Board, unless terminated earlier under Section 9 of the Plan.


 

















 


9.     Amendment and Termination of the Plan.


 


a.     Amendment and Termination.     The Board may at any
time amend, alter, suspend or terminate the Plan.


 


b.     Shareholder Approval.     The Company shall
obtain shareholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Law. Such shareholder approval, if
required, shall be obtained in such a manner and to such a degree as is
required by the Applicable Law.


 


c.     Effect of Amendment or Termination.     No amendment,
alteration, suspension or termination of the Plan shall impair the rights of
any Grantee, unless mutually agreed otherwise between the Grantee and the
Committee, which agreement must be in writing and signed by the Grantee and the
Company.


 


10.   Liability of Company.


 


a.     Inability to Obtain Authority.     The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.


 


b.     Grants Exceeding Allotted Shares.     If the Shares
covered by an Award exceeds, as of the date of grant, the number of Shares that
may be issued under the Plan without additional shareholder approval, such
Award shall be void with respect to such excess Shares, unless shareholder
approval of an amendment sufficiently increasing the number of Shares subject
to the Plan is timely obtained in accordance with Section 9 of the Plan.


 


11.   Reservation of Shares.     The Company, during
the term of the Plan, will at all times reserve and keep available such number
of Shares as shall be sufficient to satisfy the requirements of the Plan.


 


12.   Rights of Grantees.     Neither the Plan nor any Award shall confer
upon an Grantee any right with respect to continuing the Grantee’s employment
or service as a Consultant or Director, nor shall they interfere in any way
with the Grantee’s right or the Company’s right to terminate such employment or
service as a Consultant or Director at any time, with or without cause.


 


13.   Construction.     The Plan shall be construed under the laws of
the State of Delaware, to the extent not preempted by federal law, without
reference to the principles of conflict of laws.


 

















 


ASCENT SOLAR TECHNOLOGIES, INC.


2008 RESTRICTED STOCK PLAN


RESTRICTED STOCK AWARD AGREEMENT


 


This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of [INSERT DATE OF GRANT]
(the “Date of Grant”) between ASCENT SOLAR TECHNOLOGIES, INC., a
Delaware corporation (the “Company”) and [INSERT
NAME OF INDIVIDUAL GRANTEE] (the “Grantee”).


 


Background Information


 


A.            The Board of Directors (the “Board”)
and shareholders of the Company previously adopted the Ascent Solar
Technologies, Inc. 2008  Restricted
Stock Plan (the “Plan”).


 


B.            The
Plan provides that the Committee shall have the discretion and right to grant
Awards to any Eligible Employees or Directors of the Company, subject to the
terms and conditions of the Plan and any additional terms provided by the
Committee.  The Committee has made an
Award grant to the Grantee as of the Date of Grant pursuant to the terms of the
Plan and this Agreement.


 


C.            In
cases where the Committee has determined that the vesting of the Award is
subject to certain performance targets set forth in Section 5(d) of
the Plan,  the Compensation Committee of
the Board (the “Compensation Committee”) has determined that it is
desirable for compensation delivered pursuant to such Award to be eligible to
qualify for an exemption from the limit on tax deductibility of compensation
under Section 162(m) of the Code, and the Compensation Committee has
determined that Section 5(d) of the Plan is applicable to such Award.


 


C.            The
Grantee desires to accept the Award grant and agrees to be bound by the terms
and conditions of the Plan and this Agreement.


 


D.            Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Agreement.


 


Agreement


 


1.             Restricted
Stock.  Subject to the terms and
conditions provided in this Agreement and the Plan, the Company hereby grants
to the Grantee [INSERT AMOUNT OF AWARD]  (              )
shares of Common Stock (the “Shares”) as of the Date of Grant.  The extent to which the Shares become vested
and nonforfeitable shall be determined in accordance with the provisions of
Sections 2 and 3 of this Agreement.


 


2.             Vesting.  Except as may be otherwise provided in this Section 2
and in Section 3 of this Agreement, the Grantee’s rights and interest in
the Shares shall become vested and nonforfeitable and shall cease being
restricted as follows:


 
















 


CHECK ONE:


 


o  Time-based vesting according to the following
schedule:


 


	
  Date

  	
   

  	
  Percent Vested

  	
   

  
	
  First
  Anniversary of Date of Grant

  	
   

  	
  33.33

  	
  %

  
	
  Second
  Anniversary of Date of Grant

  	
   

  	
  33.33

  	
  %

  
	
  Third
  Anniversary of Date of Grant

  	
   

  	
  33.33

  	
  %

  



 


o  Performance-based vesting according to the
following criteria:


 


Except as may be otherwise provided in Section 3 of this
Agreement, the extent of the vesting of the Restricted Stock shall be based
upon the satisfaction of the performance goal specified in this Section 2
(the “Performance Goal”).  The
Performance Goal shall be based upon [BRIEFLY IDENTIFY THE TYPE
OF PERFORMANCE METRIC(S) THAT WILL BE USED TO DETERMINE VESTING (E.G.,
STOCK PRICE, EARNINGS PER SHARE, 
REVENUE, PRODUCTION CAPACITY, CONVERSION EFFICIENCIES ATTAINED,
PRODUCTION YIELDS, ETC). REFER TO SECTION 5(D) OF THE PLAN].


 


The portion of the Grantee’s rights and interest in the Restricted
Stock, if any, that become vested and non-forfeitable and ceases to be
restricted shall be determined in accordance with the following schedule: [DETAIL THE RATE AT WHICH SHARES WILL BE VESTED AS
PEFORMANCE METRIC(S) ARE MET. A CHART IS RECOMMENDED.].


 


The applicable portion of the Restricted Stock shall become vested and
non-forfeitable and shall cease being restricted upon written certification by
the Compensation Committee of the Company’s Board of Directors that the
corresponding Performance Goal has been satisfied, provided the Grantee’s
Continuous Status as an Employee or Consultant has not terminated more than
thirty (30) days prior to the date and time of the Compensation Committee’s
certification.   Any determination as to
whether or not and to what extent the Performance Goal has been satisfied shall
be made by the Compensation Committee in its sole and absolute discretion and
shall be final, binding and conclusive on all persons, including, but not
limited to, the Company and the Grantee.  
The Grantee shall not be entitled to any claim or recourse if any action
or inaction by the Company, or any other circumstance or event, including any
circumstance or event outside the control of the Grantee, adversely affects the
ability of the Grantee to satisfy the Performance Goal or in any way prevents
the satisfaction of the Performance Goal.


 


3.             Change in Control.  In the event of a Change in Control, any
portion of the Shares that is not yet vested and nonforfeitable on the date
such Change in Control occurs shall become vested and nonforfeitable in
accordance with Section 7(b) of the Plan.  [Note: IF THE VESTING
SCHEDULE FOR THIS GRANTEE IN THE EVENT OF A CHANGE OF CONTROL DEVIATES FROM THE
DEFAULT SCHEDULE IN SECTION 7(B) OF THE PLAN, DETAIL IT HERE.  OTHERWISE, DELETE THIS NOTE.]


 

















 


4.             Restrictions on Transfer.  Until such time as a Share becomes vested and
nonforfeitable pursuant to Section 2 or Section 3 of this Agreement,
the Grantee shall not have the right to make or permit to occur any transfer,
pledge or hypothecation of all or any portion of the Shares, whether outright
or as security, with or without consideration, voluntary or involuntary.  Any transfer, pledge or hypothecation not
made in accordance with this Agreement shall be deemed null and void.


 


5.             Termination of Employment.  Subject to Section 3 above, in the event
that the Grantee’s employment or service as a Director terminates for any
reason, then:


 


(i)            With respect to the portion of the
Award that is unvested and forfeitable immediately before the Date of
Termination, the Shares shall thereupon automatically be forfeited; and


 


(iii)          With respect to the portion of the
Award that is nonforfeitable and vested immediately before the Date of
Termination, the Shares shall promptly be settled by delivery to the Grantee
(or the Grantee’s beneficiary, in the event of the death of the Grantee) of a
number of unrestricted Shares equal to the aggregate number of the Grantee’s
nonforfeitable and vested Shares.


 


6.            Shares
Held by Custodian. The Grantee hereby authorizes and directs the Company to
deliver any share certificate issued by the Company to evidence the Award to the
Secretary of the Company or such other officer of the Company as may be
designated by the Committee (the “Share Custodian”) to be held by the
Share Custodian until the Shares becomes vested and nonforfeitable in
accordance with Section 2 or Section 3 of this Agreement.  When a Share becomes vested, the Share
Custodian shall deliver to the Grantee (or his beneficiary in the event of
death) a certificate representing the vested and nonforfeitable Share.  The Grantee hereby irrevocably appoints the
Share Custodian, and any successor thereto, as the true and lawful
attorney-in-fact of the Grantee with full power and authority to execute any
stock transfer power or other instrument necessary to transfer the Shares to
the Company, or to transfer a portion of the Shares to the Grantee on an
unrestricted basis upon vesting, pursuant to this Agreement, in the name,
place, and stead of the Grantee.  The
term of such appointment shall commence on the Date of Grant and shall continue
until all the Shares become vested or are forfeited.  During the period that the Share Custodian
holds the Shares subject to this Section 6, the Grantee shall be entitled
to all rights applicable to shares of common stock of the Company not so held,
including the right to vote and receive dividends, but provided, however, in
the event the number of Shares is increased or reduced in accordance with Section 7
of the Plan, and in the event of any distribution of common stock or other
securities of the Company in respect of such shares of common stock, the
Grantee agrees that any certificate representing shares of such additional
common stock or other securities of the Company issued as a result of any of
the foregoing shall be delivered to the Share Custodian and shall be subject to
all of the provisions of this Agreement as if initially received hereunder.


 

















 


7.            Tax
Consequences.


 


(a)           Upon the occurrence
of a vesting event specified in Section 2 or Section 3 above, the
Grantee must satisfy the federal, state, local or foreign income and social
insurance withholding taxes imposed by reason of the vesting of the Restricted
Stock.  In the case of a Grantee who is
an employee: (i) upon grant of an Award, the Grantee shall make an
election with respect to the method of satisfaction of such tax withholding
obligation in accordance with procedures established by the Administrator; and (ii) unless
the Grantee delivers to the Company or its designee within five (5) days
after the occurrence of the vesting event specified in Section 2 or Section 3
above a certified check payable in the amount of all tax withholding
obligations imposed on the Grantee and the Company by reason of the vesting of
the Shares, the Grantee’s actual number of vested Shares of shall be reduced by
the smallest number of whole Shares which, when multiplied by the Fair Market
Value of the Common Stock on the vesting date, is sufficient to satisfy the
amount of such tax withholding obligations.


 


(b)          The Grantee
understands that the Grantee may elect to be taxed at the Date of Grant rather
than when the Shares become vested by filing with the Internal Revenue Service
an election under section 83(b) of the Internal Revenue Code of 1986, as
amended (the “Code”), within thirty (30) days from the Date of
Grant.  The Grantee acknowledges that it
is the Grantee’s sole responsibility and not the Company’s responsibility to
timely file the Code section 83(b) election with the Internal Revenue
Service if the Grantee intends to make such an election.  Grantee agrees to provide written
notification to the Company if the Grantee files a Code section 83(b) election.


 


8.            No
Effect on Employment.  Nothing in the
Plan or this Agreement shall confer upon the Grantee the right to continue in
the employment of the Company or effect any right which the Company may have to
terminate the employment of the Grantee regardless of the effect of such
termination of employment on the rights of the Grantee under the Plan or this
Agreement.


 


9.             Governing Laws.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware.


 


10.           Successors.  This Agreement shall inure to the benefit of,
and be binding upon, the Company and the Grantee and their heirs, legal
representatives, successors and permitted assigns.


 


11.           Severability.  In the event that any one or more of the
provisions or portion thereof contained in this Agreement shall for any reason
be held to be invalid, illegal or unenforceable in any respect, the same shall
not invalidate or otherwise affect any other provisions of this Agreement, and
this Agreement shall be construed as if the invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.


 


12.          Entire
Agreement.   Subject to the terms and
conditions of the Plan, which are incorporated herein by reference, this
Agreement expresses the entire understanding and agreement of the parties
hereto with respect to such terms, restrictions and limitations.


 


13.          Headings.   Section headings used herein are for
convenience of reference only and shall not be considered in construing this
Agreement.


 

















 


14.          Additional
Acknowledgements.  By their
signatures below, the Grantee and the Company agree that the Shares is granted
under and governed by the terms and conditions of the Plan and this
Agreement.  Grantee has had an
opportunity to request a copy of the Plan, 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. 
Grantee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee made in accordance with the terms
of the Plan and this Agreement upon any questions relating to the Plan and this
Agreement.


 


15.          Incorporation
of Plan by Reference.  The Award is
granted in accordance with the terms and conditions of the Plan, the terms of
which are incorporated in this Agreement by reference, and this Agreement shall
in all respects be interpreted in accordance with the Plan.


 


IN WITNESS WHEREOF, the Company and the
Grantee have executed this Agreement as of the Date of Grant set forth above.


 


	
  ASCENT SOLAR TECHNOLOGIES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
				



 

















 


ASCENT SOLAR TECHNOLOGIES, INC.


2008 RESTRICTED STOCK PLAN


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made as
of [INSERT DATE OF GRANT]
(the “Date of Grant”) between ASCENT SOLAR TECHNOLOGIES, INC., a
Delaware corporation (the “Company”) and [INSERT
NAME OF INDIVIDUAL GRANTEE] (the “Grantee”).


 


Background Information


 


A.            The Board of
Directors (the “Board”) and shareholders of the Company previously
adopted the Ascent Solar Technologies, Inc. 2008  Restricted
Stock Plan (the “Plan”).


 


B.            The Plan provides
that the Committee shall have the discretion and right to grant Restricted
Stock Units to any Eligible Employees or Directors of the Company, subject to
the terms and conditions of the Plan and any additional terms provided by the
Committee.  The Committee has made grant
of Restricted Stock Units to the Grantee as of the Date of Grant pursuant to
the terms of the Plan and this Agreement.


 


C.            In cases where the
Committee has determined that the vesting of the Restricted Stock Units is
subject to certain performance targets set forth in Section 5(d) of
the Plan,  the Compensation Committee of
the Board (the “Compensation Committee”) has determined that it is
desirable for compensation delivered pursuant to such Restricted Stock Units to
be eligible to qualify for an exemption from the limit on tax deductibility of
compensation under Section 162(m) of the Code, and the Compensation
Committee has determined that Section 5(d) of the Plan is applicable
to such Restricted Stock Units.


 


D.            The Grantee desires to accept the
Restricted Stock Units grant and agrees to be bound by the terms and conditions
of the Plan and this Agreement.


 


E.             Unless otherwise defined herein,
the terms defined in the Plan shall have the same defined meanings in this
Agreement.


 


Agreement


 


1.             Restricted Stock
Unit.  Subject to the terms and
conditions provided in this Agreement and the Plan, the Company hereby grants
to the Grantee [INSERT AMOUNT OF AWARD]
(              )
Restricted Stock Units covering shares of Common Stock as of the Date of
Grant.  The extent to which the
Restricted Stock Units become vested and nonforfeitable shall be determined in
accordance with the provisions of Sections 2 and 3 of this Agreement.


 


2.             Vesting.  Except as may be otherwise provided in this Section 2
and in Section 3 of this Agreement, the Grantee’s rights and interest in
the Restricted Stock Units shall become vested and nonforfeitable as follows:


 

















 


CHECK ONE:


 


o  Time-based vesting according to the following
schedule:


 


	
  Date

  	
   

  	
  Percent Vested

  	
   

  
	
  First Anniversary of Date of Grant

  	
   

  	
  33.33

  	
  %

  
	
  Second Anniversary of Date of Grant

  	
   

  	
  33.33

  	
  %

  
	
  Third Anniversary of Date of Grant

  	
   

  	
  33.33

  	
  %

  



 


o  Performance-based vesting according to the
following criteria:


 


Except as may be otherwise provided in Section 3 of this
Agreement, the extent of the vesting of the Restricted Stock Units shall be
based upon the satisfaction of the performance goal specified in this Section 2
(the “Performance Goal”).  The
Performance Goal shall be based upon [BRIEFLY IDENTIFY THE TYPE
OF PERFORMANCE METRIC(S) THAT WILL BE USED TO DETERMINE VESTING (E.G.,
STOCK PRICE, EARNINGS PER SHARE, 
REVENUE, PRODUCTION CAPACITY, CONVERSION EFFICIENCIES ATTAINED,
PRODUCTION YIELDS, ETC). REFER TO SECTION 5(D) OF THE PLAN].


 


The portion of the Grantee’s rights and interest in the Restricted
Stock Units, if any, that become vested and non-forfeitable shall be determined
in accordance with the following schedule: [DETAIL
THE RATE AT WHICH SHARES WILL BE VESTED AS PERFORMANCE METRIC(S) ARE MET.
A CHART IS RECOMMENDED.].


 


The applicable Restricted Stock Units shall become vested and
non-forfeitable upon written certification by the Compensation Committee of the
Company’s Board of Directors that the corresponding Performance Goal has been
satisfied, provided the Grantee’s Continuous Status as an Employee or
Consultant has not terminated more than thirty (30) days prior to the date and
time of the Compensation Committee’s certification.   Any determination as to whether or not and
to what extent the Performance Goal has been satisfied shall be made by the
Compensation Committee in its sole and absolute discretion and shall be final,
binding and conclusive on all persons, including, but not limited to, the
Company and the Grantee.   The Grantee
shall not be entitled to any claim or recourse if any action or inaction by the
Company, or any other circumstance or event, including any circumstance or
event outside the control of the Grantee, adversely affects the ability of the
Grantee to satisfy the Performance Goal or in any way prevents the satisfaction
of the Performance Goal.


 


3.             Change in Control.  In the event of a Change in Control, any
Restricted Stock Units that are not yet vested and nonforfeitable on the date
such Change in Control occurs shall become vested and nonforfeitable in accordance
with Section 7(b) of the Plan. 
[Note: IF THE VESTING SCHEDULE FOR THIS
GRANTEE IN THE EVENT OF A CHANGE OF CONTROL DEVIATES FROM THE DEFAULT SCHEDULE
IN SECTION 7(B) OF THE PLAN, DETAIL IT HERE.  OTHERWISE, DELETE THIS NOTE.]


 

















 


4.             Restrictions on Transfer.  The Grantee shall not have the right to make
or permit to occur any transfer, pledge or hypothecation of all or any portion
of the Restricted Stock Units, whether outright or as security, with or without
consideration, voluntary or involuntary.  Any transfer, pledge or hypothecation not made
in accordance with this Agreement shall be deemed null and void.


 


5.             Termination of Employment.  Subject to Section 3 above, in the event
that the Grantee’s employment or service as a Director terminates for any
reason, then with respect to the Restricted Stock Units that are unvested and
forfeitable immediately before the Date of Termination, such unvested
Restricted Stock Units shall thereupon automatically be forfeited.


 


6.            Settlement
of Vested Restricted Stock Units. Subject to Section 7 below, as soon
as administratively feasible after the date of vesting of a Restricted Stock
Unit, but no later than 2 and 1/2 months after the last day of the calendar
year in which the vesting occurs, the Committee shall cause to be delivered to
the Grantee the equivalent number of shares of Common Stock or cash, or a
combination of both, as determined by the Committee in its sole discretion.


 


7.            Tax
Consequences. Upon the occurrence of a vesting event specified in Section 2
or Section 3 above, the Grantee must satisfy the federal, state, local or
foreign income and social insurance withholding taxes imposed by reason of the
vesting of the Restricted Stock Units. 
In the case of a Grantee who is an employee: (i) upon grant of
Restricted Stock Units, the Grantee shall make an election with respect to the
method of satisfaction of such tax withholding obligation in accordance with
procedures established by the Administrator; and (ii) unless the Grantee
delivers to the Company or its designee within five (5) days after the
occurrence of the vesting event specified in Section 2 or Section 3
above a certified check payable in the amount of all tax withholding
obligations imposed on the Grantee and the Company by reason of the vesting of
the Restricted Stock Units, the Grantee’s actual number of shares of Common
Stock shall be reduced by the smallest number of whole shares of Common Stock
which, when multiplied by the Fair Market Value of the Common Stock on the
vesting date, is sufficient to satisfy the amount of such tax withholding
obligations.


 


8.            No
Effect on Employment.  Nothing in the
Plan or this Agreement shall confer upon the Grantee the right to continue in
the employment of the Company or affect any right which the Company may have to
terminate the employment of the Grantee regardless of the effect of such
termination of employment on the rights of the Grantee under the Plan or this
Agreement.


 


9.             Governing Laws.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware.


 


10.           Successors.  This Agreement shall inure to the benefit of,
and be binding upon, the Company and the Grantee and their heirs, legal
representatives, successors and permitted assigns.


 


11.           Severability.  In the event that any one or more of the
provisions or portion thereof contained in this Agreement shall for any reason
be held to be invalid, illegal or


 

















 


unenforceable in any respect, the same shall
not invalidate or otherwise affect any other provisions of this Agreement, and
this Agreement shall be construed as if the invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.


 


12.          Entire
Agreement.   Subject to the terms and
conditions of the Plan, which are incorporated herein by reference, this
Agreement expresses the entire understanding and agreement of the parties
hereto with respect to such terms, restrictions and limitations.


 


13.          Headings.   Section headings used herein are for
convenience of reference only and shall not be considered in construing this
Agreement.


 


14.          Additional
Acknowledgements.  By their
signatures below, the Grantee and the Company agree that the Restricted Stock
Units are granted under and governed by the terms and conditions of the Plan
and this Agreement.  Grantee has had an
opportunity to request a copy of the Plan, 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. 
Grantee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee made in accordance with the terms
of the Plan and this Agreement upon any questions relating to the Plan and this
Agreement.


 


15.          Incorporation
of Plan by Reference.  These
Restricted Stock Units are granted in accordance with the terms and conditions
of the Plan, the terms of which are incorporated in this Agreement by
reference, and this Agreement shall in all respects be interpreted in
accordance with the Plan.


 


IN WITNESS WHEREOF, the Company and the
Grantee have executed this Agreement as of the Date of Grant set forth above.


 


	
  ASCENT SOLAR TECHNOLOGIES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE