Exhibit
10.1


ASCENT
SOLAR TECHNOLOGIES, INC.


AMENDED AND
RESTATED


2005 STOCK
OPTION PLAN


(Approved
by Board of Directors on April 16, 2007;


Adopted by Stockholders on June 15, 2007)


1.                                       Purposes of the Plan.  The
purposes of this 2005 Stock Option Plan are:


·                  to attract and retain the best available
personnel;


·                  to provide additional incentive to Employees,
Directors and Consultants; and


·                  to promote the success of the Company’s
business.


Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant.


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


(a)                                  “Administrator” means the Board or any
of its Committees as shall be administering the Plan, in accordance with
Section 4 of the Plan.


(b)                                 “Applicable Laws” means the
requirements relating to the administration of stock option plans under U. S.
state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any foreign country or jurisdiction where
Options are, or will be, granted under the Plan.


(c)                                  “Board” means the Board of Directors
of the Company.


(d)                                 “Code” means the Internal Revenue Code
of 1986, as amended.


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


(f)                                    “Common Stock” means the common stock
of the Company.


(g)                                 “Company” means Ascent Solar
Technologies, Inc., a Delaware corporation.


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


(i)                                     “Director” means a member of the
Board.


(j)                                     “Disability” means total and permanent
disability as defined in Section 22(e)(3) of the Code.


(k)                                  “Employee” means any person, including
Officers and Directors, employed by the Company or any Parent or Subsidiary of
the Company. A Service Provider shall not cease to be an Employee in the case
of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor.  For
purposes of Incentive Stock Options, no such leave may exceed one hundred
eighty (180) days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract.  If
reemployment upon expiration of a leave of absence approved by the 



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Company is not so
guaranteed, on the one hundred eighty-first (181st) day of such leave any
Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option. Neither service as a Director nor payment of a director’s fee by
the Company shall be sufficient to constitute “employment” by the Company.


(l)                                     “Exchange Act” means the Securities
Exchange Act of 1934, as amended.


(m)                               “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 National 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
last market trading day prior to the time 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 last market trading day prior
to 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 Administrator.


(n)                                 “Incentive Stock Option” means an
Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated thereunder.


(o)                                 “Nonstatutory Stock Option” means an
Option not intended to qualify as an Incentive Stock Option.


(p)                                 “Notice of Grant” means a written or
electronic notice evidencing certain terms and conditions of an individual
Option grant. The Notice of Grant is part of the Option Agreement.


(q)                                 “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.


(r)                                    “Option” means a stock option granted
pursuant to the Plan.


(s)                                  “Option Agreement” means an agreement
between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.


(t)                                    “Option Exchange Program” means a
program whereby outstanding Options are surrendered in exchange for Options
with a lower exercise price.


(u)                                 “Optioned Stock” means the Common
Stock subject to an Option.


(v)                                 “Optionee” means the holder of an
outstanding Option granted under the Plan.



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(w)                               “Parent” means a “parent corporation,”
whether now or hereafter existing, as defined in Section 424(e) of the
Code.


(x)                                   “Plan” means this 2005 Stock Option
Plan, as amended.


(y)                                 “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.


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


(aa)                            “Service Provider” means an Employee,
Director or Consultant.


(bb)                          “Share” means a share of the Common
Stock, as adjusted in accordance with Section 12 of the Plan.


(cc)                            “Subsidiary” means a “subsidiary
corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code.


3.                                       Stock Subject to the Plan. 
Subject to the provisions of Section 12 of the Plan, the maximum
aggregate number of Shares which may be optioned and sold under the Plan is one
million (1,000,000) Shares.  The Shares
may be authorized, but unissued, or reacquired Common Stock.


If an Option expires or
becomes unexercisable without having been exercised in full, or is surrendered
pursuant to an Option Exchange Program, the unpurchased Shares which were
subject thereto shall become available for future grant or sale under the Plan
(unless the Plan has terminated); provided, however, that Shares
that have actually been issued under the Plan shall not be returned to the Plan
and shall not become available for future distribution under the Plan.


4.                                       Administration of the Plan.


(a)                                  Procedure.


(i)                                     Multiple Administrative Bodies.  The
Plan may be administered by different Committees with respect to different
groups of Service Providers.


(ii)                                  Section 162(m).  To
the extent that the Administrator determines it to be desirable to qualify
Options 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.


(iii)                               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.


(iv)                              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.


(b)                                 Powers of the Administrator. 
Subject to the provisions of the Plan, and in the case of a Committee,
subject to the specific duties delegated by the Board to such Committee, the
Administrator shall have the authority, in its discretion:



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(i)                                     to determine the Fair Market Value;


(ii)                                  to select the Service Providers to whom
Options may be granted hereunder;


(iii)                               to determine the number of shares of Common
Stock to be covered by each Option 
granted hereunder;


(iv)                              to approve forms of agreement for use under
the Plan;


(v)                                 to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Option granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the shares of Common
Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;


(vi)                              to reduce the exercise price of any Option to
the then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was
granted;


(vii)                           to institute an Option Exchange Program;


(viii)                        to construe and interpret the terms of the
Plan and awards granted pursuant to the Plan;


(ix)                                to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;


(x)                                   to modify or amend each Option (subject to
Section 14(c) of the Plan), including the discretionary authority to
extend the post-termination exercisability period of Options longer than is
otherwise provided for in the Plan;


(xi)                                to authorize any person to execute on behalf
of the Company any instrument required to effect the grant of an Option
previously granted by the Administrator;


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


(c)                                  Effect of Administrator’s Decision.  The
Administrator’s decisions, determinations and interpretations shall be final
and binding on all Optionees and any other holders of Options.


5.                                       Eligibility.  Nonstatutory Stock Options may
be granted to Service Providers. Incentive Stock Options may be granted only to
Employees.


6.                                       Limitations.


(a)                                  Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by the Optionee during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000,
such Options shall be treated as Nonstatutory Stock Options. For purposes of
this 



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Section 6(a), Incentive
Stock Options shall be taken into account in the order in which they were
granted. The Fair Market Value of the Shares shall be determined as of the time
the Option with respect to such Shares is granted.


(b)                                 Neither the Plan nor any Option shall confer
upon an Optionee any right with respect to continuing the Optionee’s
relationship as a Service Provider with the Company, nor shall they interfere
in any way with the Optionee’s right or the Company’s right to terminate such
relationship at any time, with or without cause.


(c)                                  No Employee shall be granted, in any one
fiscal year of the Company, Options to purchase more than one hundred thousand
(100,000) Shares.


7.                                       Term of Plan. 
Subject to Section 18 of the Plan, the Plan shall become effective
upon its adoption by the Board. It shall continue in effect for a term of ten
(10) years unless terminated earlier under Section 14 of the Plan.


8.                                       Term of Option.  The
term of each Option shall be stated in the Option Agreement; provided, however,
that the term shall be no more than ten (10) years from the date of grant
thereof. In the case of an Incentive Stock Option, the term shall be ten
(10) years from the date of grant or such shorter term as may be provided
in the Option Agreement. Moreover, in the case of an Incentive Stock Option
granted to an Optionee who, at the time the Incentive Stock Option is granted,
owns stock representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Incentive Stock Option shall be five (5) years from the
date of grant or such shorter term as may be provided in the Option Agreement.


9.                                       Option Exercise Price and Consideration.


(a)                                  Exercise Price.  The
per share exercise price for the Shares to be issued pursuant to exercise of an
Option shall be determined by the Administrator, subject to the following:


(i)                                     In the case of an Incentive Stock Option


(A)  granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.


(B)  granted to any Employee other than an Employee described
in paragraph (A) immediately above, the per Share exercise price shall be
no less than 100% of the Fair Market Value per Share on the date of grant.


(ii)                                  In the case of a Nonstatutory Stock Option


(A)  granted to a Service Provider who, at the time the
Nonstatutory Stock Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than one
hundred ten percent (110%) of the Fair Market Value per Share on the date of
grant.


(B)  intended to qualify as “performance-based compensation”
within the meaning of Section 162(m) of the Code, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.



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(C)  Granted to any other Service Provider, the per Share
exercise price shall be no less than eighty-five percent (85%) of the Fair
Market Value per Share on the date of grant.


(iii)                               Notwithstanding the foregoing, Options may be
granted with a per Share exercise price of less than one hundred percent (100%)
of the Fair Market Value per Share on the date of grant pursuant to a merger or
other corporate transaction.


(b)                                 Waiting Period and Exercise Dates.  At
the time an Option is granted, the Administrator shall fix the period within
which the Option may be exercised and shall determine any conditions which must
be satisfied before the Option may be exercised.


(c)                                  Form of Consideration.  The
Administrator shall determine the acceptable form of consideration for
exercising an Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator shall determine the acceptable form
of consideration at the time of grant. Such consideration may consist entirely
of:


(i)                                     cash;


(ii)                                  check;


(iii)                               other Shares which (A) in the case of
Shares acquired upon exercise of an option, have been owned by the Optionee for
more than six months on the date of surrender, and (B) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised;


(iv)                              consideration received by the Company under a
cashless exercise program, if implemented by the Company in connection with the
Plan;


(v)                                 a reduction in the amount of any Company
liability to the Optionee, including any liability attributable to the Optionee’s
participation in any Company-sponsored deferred compensation program or
arrangement;


(vi)                              any combination of the foregoing methods of
payment; or


(vii)                           such other consideration and method of
payment for the issuance of Shares to the extent permitted by Applicable Laws.


10.                                 Exercise of Option.


(a)                                  Procedure for Exercise; Rights as a
Stockholder.  Any Option granted hereunder shall be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Option
Agreement. Unless otherwise stated in the Option Agreement, Options shall
become exercisable at a rate of twenty-five percent (25%) per year over four
(4) years from the date the Options are granted, with twenty-five percent (25%)
of the Shares under the Option vesting on each of the first, second, third and
fourth anniversaries of the date of grant. 
Unless the Administrator provides otherwise, vesting of Options granted
hereunder shall be suspended during any unpaid leave of absence. An Option may
not be exercised for a fraction of a Share.


An Option shall be deemed
exercised when the Company receives: (i) written or electronic notice of
exercise (in accordance with the Option Agreement) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to
which the Option is exercised. Full payment may consist of any consideration
and method of payment authorized by the Administrator and permitted by the
Option 



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Agreement and the Plan.
Shares issued upon exercise of an Option shall be issued in the name of the
Optionee or, if requested by the Optionee, in the name of the Optionee and his
or her spouse. Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 12 of the Plan.


Exercising an Option in any
manner shall decrease the number of Shares thereafter available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.


(b)                                 Termination of Relationship as a Service
Provider.  If an Optionee ceases to be a Service
Provider, other than upon the Optionee’s death or Disability, the Optionee may
exercise his or her Option within ninety (90) days of termination, or such
longer period of time as specified in the Option Agreement, to the extent that
the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option
Agreement).  If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.


(c)                                  Disability of Optionee.  If
an Optionee ceases to be a Service Provider as a result of the Optionee’s
Disability, the Optionee may exercise his or her Option within one (1)
year of termination, or such longer period of time as may be specified in the
Option Agreement, to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement).  If, on
the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert
to the Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.


(d)                                 Death of Optionee.  If
an Optionee dies while a Service Provider, the Option may be exercised within
one (1) year following Optionee’s death, or such longer period of time as
may be specified in the Option Agreement, to the extent that the Option is
vested on the date of death (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant), by the Optionee’s
designated beneficiary, provided such beneficiary has been designated prior to
Optionee’s death in a form acceptable to the Administrator. If no such
beneficiary has been designated by the Optionee, then such Option may be
exercised by the personal representative of the Optionee’s estate or by the
person(s) to whom the Option is transferred pursuant to the Optionee’s will or
in accordance with the laws of descent and distribution.  If, at the time of death, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall immediately revert to the Plan. If the Option is
not so exercised within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.


(e)                                  Buyout Provisions.  The
Administrator may at any time offer to buy out for a payment in cash or Shares
an Option previously granted based on such terms and conditions as the
Administrator shall establish and communicate to the Optionee at the time that
such offer is made.


11.                                 Limited Transferability of Options. 
Unless determined otherwise by the Administrator, Options may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or the laws of descent and distribution, and may be
exercised during the lifetime of the Optionee, only by the Optionee. If the
Administrator in its sole discretion makes an Option transferable, such Option
may only be 



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transferred (i) by
will, (ii) by the laws of descent and distribution, or (iii) as
permitted by Rule 701 of the Securities Act of 1933, as amended.


12.                                 Adjustments Upon Changes in Capitalization,
Dissolution, Merger or Asset Sale.


(a)                                  Changes in Capitalization. 
Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock covered by each outstanding Option, and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per share of Common Stock covered by each such outstanding Option,
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 of Common Stock subject
to an Option .


(b)                                 Dissolution or Liquidation.  In
the event of the proposed dissolution or liquidation of the Company, the
Administrator shall notify each Optionee as soon as practicable prior to the
effective date of such proposed transaction. The Administrator in its
discretion may provide for an Optionee to have the right to exercise his or her
Option until ten (10) days prior to such transaction as to all of the
Optioned Stock covered thereby, including Shares as to which the Option would
not otherwise be exercisable. In addition, the Administrator may provide that
any Company repurchase option applicable to any Shares purchased upon exercise
of an Option shall lapse as to all such Shares, provided the proposed
dissolution or liquidation takes place at the time and in the manner contemplated.
To the extent it has not been previously exercised, an Option will terminate
immediately prior to the consummation of such proposed action.


(c)                                  Merger or Asset Sale.  In
the event of a merger of the Company with or into another corporation, or the sale
of substantially all of the assets of the Company, each outstanding Option may,
at the discretion of the Administrator or the successor corporation, be assumed
or an equivalent option or right substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the Option, any
Option or portions of Options outstanding as of the date of such event that are
not yet fully vested shall immediately become exercisable in full.  In such event, the Administrator or the
successor corporation, as the case may be, shall promptly notify the Optionee
in writing or electronically of the qualifying merger or asset sale and of the
exercisability of the Option; the Option and any portion thereof, whether
vested or unvested, shall be exercisable by the Optionee for a period of
fifteen (15) calendar days from the date of such notice, and the Option
shall terminate upon the expiration of such period. For the purposes of this
paragraph, the Option shall be considered assumed if, following the merger or
sale of assets, the option or right confers the right to purchase or receive,
for each Share of Optioned Stock subject to the Option immediately prior to the
merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of
assets is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option, for each
Share of Optioned Stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.



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13.                                 Date of Grant.  The
date of grant of an Option shall be, for all purposes, the date on which the
Administrator makes the determination granting such Option, or such other later
date as is determined by the Administrator. Notice of the determination shall
be provided to each Optionee within a reasonable time after the date of such
grant.


14.                                 Amendment and Termination of the Plan.


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


(b)                                 Stockholder Approval.  The
Company shall obtain stockholder approval of any Plan amendment to the extent
necessary and desirable to comply with Applicable Laws.


(c)                                  Effect of Amendment or Termination.  No
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the Optionee
and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company. Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with
respect to Options granted under the Plan prior to the date of such
termination.


15.                                 Conditions Upon Issuance of Shares.


(a)                                  Legal Compliance. 
Shares shall not be issued pursuant to the exercise of an Option unless
the exercise of such Option and the issuance and delivery of such Shares shall
comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.


(b)                                 Investment Representations.  As a
condition to the exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required.


16.                                 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.


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


18.                                 Stockholder Approval.  The
Plan shall be subject to approval by the stockholders of the Company within
twelve (12) months after the date the Plan is adopted. Such stockholder
approval shall be obtained in the manner and to the degree required under
Applicable Laws.


19.                                 Information to Optionees.  The
Company shall provide, or make available, to each Optionee and to each
individual who acquires Shares pursuant to the Plan, not less frequently than
annually during the period such participant has one or more Options
outstanding, and, in the case of an individual who acquires Shares pursuant to
the Plan, during the period such individual owns such Shares, copies of annual
financial statements. The Company shall not be required to provide such
statements to key employees whose duties in connection with the Company assure
their access to equivalent information.



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ASCENT
SOLAR TECHNOLOGIES, INC. 

2005 STOCK OPTION PLAN 

STOCK OPTION AGREEMENT


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


I. 
NOTICE OF STOCK OPTION GRANT


«NAME»


The undersigned Optionee has
been granted an Option to purchase Common Stock of the Company, subject to the
terms and conditions of the Plan and this Option Agreement, as follows: 


	
  Date of Grant:

  	
   

  	
   

  
	
  Vesting Commencement Date:

  (same as Date of Grant, if left blank)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Number of Shares Granted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Type of Option:

  	
   

  	
  o    Incentive
  Stock Option

  o    Nonstatutory
  Stock Option

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  (10 years from Date of Grant, if left blank)

  	
   

  	
   

  



Vesting Schedule:


Twenty-five percent (25%) of
the Shares subject to the Option shall vest on each of the first, second, third
and fourth anniversaries of the Vesting Commencement Date, subject to Optionee
continuing as a Service Provider on such dates.


Termination Period:


This Option shall be
exercisable for ninety (90) days after Optionee ceases to be a Service
Provider. Upon Optionee’s death or disability, this Option may be exercised for
such longer period as provided in the Plan. In no event may Optionee exercise
this Option after the Term/Expiration Date as provided above.


II. 
AGREEMENT


1.  Grant of Option.  The Plan Administrator of the Company hereby
grants to the Optionee named in the Notice of Grant (the “Optionee”), an option
(the “Option”) to purchase the number of Shares set forth in the Notice of
Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise
Price”), and subject to the terms and conditions of the Plan, which is
incorporated herein by reference. Subject to Section 14(c) of the Plan, in
the event of a conflict between the terms and conditions of the Plan and this
Option Agreement, the terms and conditions of the Plan shall prevail.



 1
 








If designated in the Notice
of Grant as an Incentive Stock Option (“ISO”), this Option is intended to
qualify as an Incentive Stock Option as defined in Section 422 of the
Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), this Option shall be treated as a Nonstatutory Stock
Option (“NSO”).


2.  Exercise of Option.


(a)  Right to Exercise.  This Option shall be exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and
with the applicable provisions of the Plan and this Option Agreement.


(b)  Method of Exercise.  This Option shall be exercisable by delivery
of an exercise notice in the form attached as Exhibit A
(the “Exercise Notice”) which shall state the election to exercise the Option,
the number of Shares with respect to which the Option is being exercised, and
such other representations and agreements as may be required by the Company.
The Exercise Notice shall be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied
by the aggregate Exercise Price.


No
Shares shall be issued pursuant to the exercise of an Option unless such
issuance and such exercise complies with Applicable Laws. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.


3.  Method of Payment.  Payment of the aggregate Exercise Price shall
be by any of the following, or a combination thereof, at the election of the
Optionee:


(a)  cash or check;


(b)  consideration received by the Company under a
formal cashless exercise program adopted by the Company in connection with the
Plan;


(c)  surrender of other Shares which, (i) in
the case of Shares acquired from the Company, either directly or indirectly,
have been owned by the Optionee for more than six (6) months on the date
of surrender, and (ii) have a Fair Market Value on the date of surrender
equal to the aggregate Exercise Price of the Exercised Shares; or


(d)  any other form or manner endorsed in the
Plan.


4.  Restrictions on Exercise.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if
the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any Applicable
Law.


5.  Non-Transferability of Option.  This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of the
Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.



 2
 








6.  Term of Option.  This Option may be exercised only within the
term set out in the Notice of Grant, and may be exercised during such term only
in accordance with the Plan and the terms of this Option.


7.  Tax Obligations.


(a)  Taxes. 
Optionee acknowledges and agrees that Optionee is solely responsible for
the satisfaction of all federal, state, local and foreign income and other tax
arising from or applicable to the Option exercise and the acquisition or sale
of the Optioned Stock.  Optionee agrees
that Optionee shall indemnify the Company for any liability, including
attorneys’ fees and expenses, accrued by the Company as a result of the
Optionee’s failure to satisfy those taxes.


(b)  Notice of Disqualifying Disposition of ISO
Shares.  If the Option granted to
Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any
of the Shares acquired pursuant to the ISO on or before the later of
(1) the date two (2) years after the Date of Grant, or (2) the date
one year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition.


8.  Entire Agreement; Governing Law.  The Plan is incorporated herein by reference.
The Plan and this Option Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee’s interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws but not
the choice of law rules of Colorado.


9.  No Guarantee of Continued Service.  OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE
ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).
OPTIONEE 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 SHALL NOT
INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.


Optionee acknowledges
receipt of a copy of the Plan and represents that he or she is familiar with
the terms and provisions thereof, and hereby accepts this Option subject to all
of the terms and provisions thereof. Optionee has reviewed the Plan and this
Option in their entirety, has had an opportunity to obtain the advice of
counsel and other advisors prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan or this Option. Optionee further agrees to
notify the Company upon any change in the residence address indicated below.



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  OPTIONEE:

  	
   

  	
  ASCENT SOLAR TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Residence Address

  	
   

  	
   

  



 



 4














EXHIBIT A



EXERCISE NOTICE AND AGREEMENT


Ascent Solar Technologies,
Inc.


8120 Shaffer Parkway


Littleton, CO 80127


Attention: Stock Option Plan Administrator


Re: 
Exercise of Stock Option Pursuant to 2005 Stock Option Plan


	
  Name of Optionee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Optionee’s Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Optionee’s Social Security Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of Option Agreement:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Shares Purchased are Incentive Stock Options:

  (circle one)

  	
   

  	
  Yes / No

  
	
   

  	
   

  	
   

  
	
  Number of Shares Purchased Pursuant to this Notice::

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Aggregate Exercise Price:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Amount of Payment Enclosed:

  	
   

  	
  $

  



1.  Exercise of Option.  Pursuant to the 2005 Stock Option Plan, as
amended (the “Plan”) of Ascent Solar Technologies, Inc., a Delaware corporation
(the “Company”) and the Stock Option Agreement (“Option Agreement”) entered
into as of the date set forth above between the undersigned Optionee and the
Company, Optionee hereby elects, effective as of the date of this notice, to
exercise Optionee’s option to purchase the number of shares of common stock
(the “Shares”) of the Company indicated above.


2.  Payment.  Enclosed is Optionee’s payment in the amount
indicated above, which is the full exercise price for the Shares.


3.  Deemed Date of Exercise.  The date of exercise shall be deemed to be
the first date after which this Notice is filed with Company upon which Shares
become eligible for issuance to Optionee under applicable state and federal
laws and regulatory requirements.


4.  Compliance with Laws.  Optionee understands and acknowledges that
the purchase and sale of the Shares may be subject to approval under the state
and federal securities laws and other laws and,



 A - 1
 








notwithstanding any other provision of the Option
Agreement to the contrary, the exercise of any rights to purchase Shares is
expressly conditioned upon approval (if necessary) and compliance with all such
laws.


5.  Representations of Optionee.  Optionee represents and warrants to the
Company, as follows:


(a) 
Optionee has received, read, and understood the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.


(b) 
The Options exercised herewith are exercisable only according to the
schedule in the Option Agreement.


(c) 
Optionee is aware of the business affairs and financial condition of the
Company and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Shares.


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


7.  Tax Consultation.  Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee’s purchase or disposition of
the Shares. Optionee represents that Optionee is not relying on the Company for
any tax advice.


8.  Entire Agreement.  The Plan and the Option Agreement are
incorporated herein by reference. This Agreement, the Plan, and the Option
Agreement constitute the entire agreement of the parties and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof.


	
  Submitted by:

  	
   

  	
  Accepted by:

  
	
  “OPTIONEE”:

  	
   

  	
  “COMPANY”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ascent Solar Technologies, Inc.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  



 



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