UQM TECHNOLOGIES, INC. STOCK BONUS PLAN RESTRICTED STOCK AGREEMENT

UQM TECHNOLOGIES, INC.
STOCK BONUS PLAN

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT made as of this ___ day of ___________, 2008 between UQM TECHNOLOGIES, INC., a Colorado corporation (together with its Affiliated Corporations, except where the context requires otherwise, the "Company"), and ____________ (the "Grantee").

1. Grant of Restricted Stock . Pursuant to the UQM Technologies, Inc. Stock Bonus Plan (the "Plan") and subject to the terms and conditions of this Agreement, the Company hereby grants to the Grantee _______ shares of the common stock of the Company (the "Restricted Stock"), effective as of __________ (the "Transfer Date"), with a Fair Market Value of $______per share as of the Transfer Date.

2. Restrictions . The Grantee shall not sell, assign, transfer by gift or otherwise, pledge, hypothecate, or otherwise dispose of, by operation of law or otherwise, the Shares for the period commencing on the Transfer Date and ending on the dates the restrictions described in Section 3(a) lapse (the "Expiration Date"), except as otherwise provided in Section 3(c) or as otherwise permitted by this Agreement or the terms of the Plan.

3. Vesting; Lapse of Restrictions; Transferability .

1. General . Except as provided otherwise in this Agreement, if the Grantee has been employed by the Company continuously since the Transfer Date, the Restricted Stock shall vest in increments if the Grantee is still in the employ of the Company on the dates indicated in the following schedule:

The number of shares of Restricted Stock that are vested shall be cumulative, so that once a share of Restricted Stock shall become vested, it shall continue to be vested.

2. Transfer Upon Lapse of Restrictions . After the restrictions described in Section 2 and subsection 3(a) have lapsed, the Grantee may sell, assign by gift or otherwise, hypothecate, or otherwise dispose of, by operation of law or otherwise, any of the formerly Restricted Stock at the Grantee's discretion, except that the Grantee agrees that he shall not make any sale or transfer of the formerly Restricted Stock that would conflict with or violate any of the provisions of the Securities Act of 1933 or any applicable state securities laws.

3. Vesting and Transferability Upon Change in Control . Upon the occurrence of a Change in Control Event, as defined in the Plan, the restrictions set forth in Section 2 and subsection 3(a) shall lapse in their entirety, and the Restricted Stock shall become fully vested and freely transferable as described in subsection 3(b) above, except that the Grantee agrees that he shall not make any sale or transfer of the formerly Restricted Stock that would conflict with or violate any of the provisions of the Securities Act of 1933 or any applicable state securities laws.

4. Termination of Employment .

1. Death or Disability . If the Grantee terminates employment or services with the Company on account of death or Disability (as defined in the Plan) prior to the lapse of all restrictions, a pro rata portion of the Restricted Stock that would have vested in the 12-month employment vesting period of termination of employment shall become vested based on the ratio between (i) the number of full months of employment completed from August 2 of the period in which the termination of employment occurs to the date of termination of employment and (ii) twelve (12). The Grantee or the Grantee's personal representative, as the case may be, shall immediately transfer and assign to the Company, without the requirement of any consideration from the Company, all shares of Restricted Stock that have not become vested pursuant to this subsection 4(a).

2. Retirement . If the Grantee terminates employment with the Company on account of Retirement (as defined in the Plan) prior to the lapse of all restrictions, all shares of the Restricted Stock as to which the restrictions shall not otherwise have lapsed shall become vested.

3. Other Terminations . If the Grantee ceases performing services for the Company for any reason other than death, Disability, or Retirement prior to the lapse of all restrictions, the Grantee shall immediately transfer and assign to the Company, without the requirement for any consideration from the Company, all shares of Restricted Stock as to which the restrictions have not otherwise lapsed.

5. Delivery of Unvested Shares . If the Grantee or the Grantee's representative is required to transfer some or all of the shares of Restricted Stock to the Company pursuant to Section 4 hereof, the shares shall be tendered promptly to the Company by the delivery of certificates for such shares, duly endorsed in blank by the Grantee or the Grantee's representative or with stock powers attached thereto duly endorsed, at the Company's principal offices, all in form suitable for the transfer of such shares t