ASCENT SOLAR TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.43

ASCENT SOLAR TECHNOLOGIES, INC.

RESTRICTED STOCK AWARD AGREEMENT

        This RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is made as of March 31, 2008 (the "Grant Date") between ASCENT SOLAR TECHNOLOGIES, INC. a Delaware corporation (the "Company") and Gary Gatchell, a key employee of the Company (the "Employee").

Background Information

        A.    The Company has employed the Employee as the Chief Executive Officer of the Company pursuant to that certain Executive Employment Agreement dated as of March 31, 2008 by and between the Company and the Employee (the "Employment Agreement").

        B.    In connection with the employment of the Employee and as inducement to the Employee to enter into the employ of the Company, the Company's Compensation Committee (the "Committee") of the Board of Directors (the "Board") has made a grant of performance-based restricted stock to the Employee as of the Grant Date pursuant to the terms of this Agreement.

        C.    The Employee desires to accept the grant of performance-based restricted stock and agrees to be bound by the terms and conditions of this Agreement. In the event the Employee fails to sign and return this Agreement to the Company within 90 days after this Agreement is presented to the Employee, the grant of performance-based restricted stock shall be cancelled and this Agreement shall be null and void.

Agreement

        1.      Performance-Based Restricted Stock .    Subject to the terms and conditions provided in this Agreement, the Company hereby grants the Employee forty thousand (40,000) shares of restricted, common stock of the Company (the "Restricted Stock") as of the Grant Date.

        2.      Performance-Based Vesting .    Except as otherwise provided in Section 3 and Section 4 of this Agreement, the extent of the vesting of the Restricted Stock shall be based upon the vesting schedule set forth in Paragraph 3(c) of the Employment Agreement.

        3.      Vesting Upon Change of Control .    All unvested Restricted Stock shall automatically vest upon a "Change of Control" of the Company as such term is defined in Paragraph 3(c) of the Employment Agreement.

        4.     Forfeiture.

•         (a)    Upon Tenth Anniversary of the Grant Date .    Any shares of Restricted Stock not vested by the tenth (10 ^th ) anniversary of the Effective Date (as defined in the Employment Agreement) of the Employment Agreement shall be forfeited and returned without consideration to or obligation by the Company.

          (b)    Termination of Employment .    Except in connection with a Change of Control pursuant to Section 3 above, any shares of Restricted Stock not vested at the time of termination of the Employee's employment with the Company, whether for cause or without cause, shall be forfeited and returned without consideration to or obligation by the Company.

          (c)    Death .    Any shares of Restricted Stock not vested at the time of the Employee's death shall be forfeited and returned without consideration to or obligation by the Company.

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•         (d)    Disability .    Any shares of Restricted Stock not vested at the time of the Employee's "permanent disability," as defined in Paragraph 5(c) of the Employment Agreement, shall be forfeited and returned without consideration to or obligation by the Company.

        5.      Dividend Rights .    The Employee shall have a right to receive cash dividends, to the extent cash dividends are declared by the Board of Directors of the Company, which are paid with respect to the Restricted Stock after the Grant Date.

        6.      Rights as a Shareholder .    The Employee shall have a right to vote the Restricted Stock after the Grant Date until the date on which the Employee's interest in such Restricted Stock has been forfeited in accordance with Section 4 of this Agreement.

        7.      Restrictions on Transfer .    Until such time as any share of Restricted Stock becomes vested pursuant to Section 2 or Section 3 above, the Employee 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, 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.

        8.      Shares Held by Custodian .    The Employee hereby authorizes and directs the Company to deliver any share certificate issued by the Company to evidence the award of Restricted Stock 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 Restricted Stock becomes vested in accordance with Section 2 or Section 3 above. When all or any portion of the Restricted Stock becomes vested, the Share Custodian shall deliver to the Employee (or his beneficiary in the event of death) a certificate representing the vested Restricted Stock (which then will be unrestricted). The Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of the Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer the Restricted Stock to the Company, or to transfer a portion of the Restricted Stock to the Employee on an unrestricted basis upon vesting, pursuant to this Agreement, in the name, place, and stead of the Employee. The term of such appointment shall commence on the Grant Date and shall continue until all the Restricted Stock becomes vested or is forfeited. During the period that the Share Custodian holds the shares of Restricted Stock subject to this Section, the Employee 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 of Restricted Stock is increased or reduced by changing par value, split-up, stock split, reverse stock split, reclassification, merger, reorganization, consolidation, or otherwise, 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 Employee agrees that any certificate representing shares of such additional common stock or other securities of the Company issued as a result of any of t