ASCENT SOLAR TECHNOLOGIES, INC. 2008 RESTRICTED STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.3

Execution Copy

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 August 3, 2009 (the “ Date of Grant ”) between ASCENT SOLAR TECHNOLOGIES, INC., a Delaware corporation (the “ Company ”) and Farhad Moghadam (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 (“ RSUs ”) 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 or will make a grant of RSUs 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 RSUs 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 RSUs 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 should be applicable to the RSUs described in Section 2(b) below.

D. The Grantee desires to accept the grant of RSUs and agrees to be bound by the terms and conditions of the Plan, this Agreement and his Amended and Restated Executive Employment Agreement dated as of August 3, 2009 (the “ Employment Agreement ”).

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

Subject to the provisions of the Employment Agreement, the parties agree as follows:

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 one hundred ten thousand (110,000)  RSUs covering shares of Common Stock as of the Date of Grant. The extent to which the RSUs become vested and nonforfeitable shall be determined in accordance with the provisions of Sections 2, 3 and 4 of this Agreement.

Execution Copy

2. Vesting . Except as may be otherwise provided elsewhere this Agreement, the Grantee’s rights and interest in the RSUs shall become vested and nonforfeitable as follows:

(a) Time-Based Vesting . Seventy-five thousand (75,000) of the RSUs shall be subject to time-based vesting according to the following schedule:

(b) Performance-Based Vesting . Thirty-five thousand (35,000) of the RSUs shall be subject to performance-based vesting and the satisfaction of specified performance criteria (the “ Performance Criteria ”) to be jointly determined in good faith by the Grantee and the Compensation Committee by December 31, 2009. Up to fifteen thousand (15,000) of these RSUs shall vest on the third anniversary of the Date of Grant, and up to another twenty thousand (20,000) of these RSUs shall vest on the fourth anniversary of the Date of Grant, in both cases the vested amount to be determined by the Compensation Committee upon evaluation of the Grantee’s performance relative to the Performance Criteria. The applicable RSUs shall become vested and non-forfeitable upon written certification by the Compensation Committee that the corresponding Performance Criteria have 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 Criteria have 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 Criteria or in any way prevents the satisfaction of the Performance Criteria.

3. Change in Control . Notwithstanding anything in the Plan or elsewhere in this Agreement to the contrary:

(a) Definitions.