Item 5.02. Departure
of Directors and Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
Compensation
Arrangements
. On or
about December 31, 2016, Mr. Jay S. Potter, a director of Envision Solar
International, Inc., a Nevada corporation (the "Company"), Mr. Tony Posawatz, a
director of the Company, and Mr. Peter Davidson, a director of the Company, each
entered into an Amendment to Restricted Stock Agreement with the Company (each
an "Amendment").
Pursuant
to his Amendment, Mr. Potter agreed to terminate his rights to 666,667 unvested
restricted shares of the Company's common stock under his Restricted Stock
Agreement, dated February 12, 2016, in consideration for which the Company
granted to Mr. Potter 750,000 restricted shares of the Company's common stock,
vesting 1/36 per month over a 36 month period commencing on the date of grant,
issuable quarterly on the last day of each calendar quarter (the first vesting
is scheduled to occur on January 31, 2017 and be for 20,833 shares and the
first issuance is scheduled to occur on March 31, 2017 and be for 62,499
shares) so long as Mr. Potter serves as a director, employee, consultant or
officer of the Company at the time of scheduled vesting. The Company will also
grant an additional 750,000 restricted shares of the Company's common stock to Mr.
Potter to vest in the future from time to time, based on Mr. Potter achieving
certain performance criteria to be agreed upon by the Board of Directors after
discussion with senior management at a future date.
Pursuant
to his Amendment, Mr. Posawatz agreed to terminate his rights to 694,444
unvested restricted shares of the Company's common stock under his Restricted
Stock Agreement, dated February 19, 2016, in consideration for which the
Company granted to Mr. Posawatz 750,000 restricted shares of the Company's
common stock, vesting 1/36 per month over a 36 month period commencing on the
date of grant, issuable quarterly on the last day of each calendar quarter (the
first vesting is scheduled to occur on January 31, 2017 and be for 20,833
shares and the first issuance is scheduled to occur on March 31, 2017 and be
for 62,499 shares) so long as Mr. Posawatz serves as a director, employee,
consultant or officer of the Company at the time of scheduled vesting. The
Company will also grant an additional 750,000 restricted shares of the
Company's common stock to Mr. Posawatz to vest in the future from time to time,
based on Mr. Posawatz achieving certain performance criteria to be agreed upon
by the Board of Directors after discussion with senior management at a future
date.
Pursuant
to his Amendment, Mr. Davidson agreed to terminate his rights to 625,000 unvested restricted shares of the Company's common
stock under his Restricted Stock Agreement, dated September 8, 2016, in
consideration for which the Company granted to Mr. Davidson 750,000 restricted
shares of the Company's common stock, vesting 1/36 per month over a 36 month
period commencing on the date of grant, issuable quarterly on the last day of
each calendar quarter (the first vesting is scheduled to occur on January 31,
2017 and be for 20,833 shares and the first issuance is scheduled to occur on
March 31, 2017 and be for 62,499 shares) so long as Mr. Davidson serves as a
director, employee, consultant or officer of the Company at the time of
scheduled vesting. The Company will also grant an additional 750,000
restricted shares of the Company's common stock to Mr. Davidson to vest in the
future from time to time, based on Mr. Davidson achieving certain performance
criteria to be agreed upon by the Board of Directors after discussion with
senior management at a future date.
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