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Item 5.02.
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Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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General
.
On August 22, 2018, Mr. Robert C. Schweitzer accepted an appointment as a new director of Envision Solar International, Inc. (the
“Company”), effective August 22, 2018. Mr. Robert C. Schweitzer is an independent director who has also accepted an
appointment to serve as the chairman of the Company’s audit committee.
Compensation
Arrangements
. In consideration for Robert C. Schweitzer’s acceptance to serve as a director of the Company, the Company
agreed to grant 1,500,000 restricted shares of its common stock to Mr. Robert C. Schweitzer, subject to the terms and conditions
set forth in the Restricted Stock Grant Agreement, a copy of which is attached to this Report as Exhibit 10.1, including but not
limited to the following vesting schedule: 62,500 shares per quarter over a 36 month period commencing on September 30, 2018, issuable
quarterly on the last day of each calendar quarter; provided, that the first release will be of 62,500 shares on December 31, 2018
and the last release will be of 62,500 shares on September 30, 2021; and 750,000 shares based on the achievement by the Company
of certain performance goals in accordance with the Agreement.
Biographical
Information
. A comprehensive description of the experience and qualifications of Robert C. Schweitzer is included in the following
paragraphs:
Robert C. Schweitzer,
age 72, has been a banking industry professional for over 40 years. Since 2012, Mr. Schweitzer founded and currently serves as
the chief executive officer of RCS Mediation & Consulting Services. In this capacity, he serves as a certified circuit civil
mediator for the Florida Supreme Court as well as a certified FINRA arbitrator, a certified Appellate Court mediator, and a mediator
for the Office of Financial Regulation for Florida. He is also on the roster of the American Arbitration Association. Mr. Schweitzer
currently serves as a member of the board of directors of 1-800-PetMeds (chairman, compensation committee chair, and member of
audit, nominating, and investment committees), Blink Charging Inc. (audit committee chair, compensation committee chair, and member
of nominating and governance committee), and OmniComm Systems Inc. (audit committee chair and member of compensation and nominating
and governance committees). He formerly served as a member of the board of directors of Altisource Asset Management Company (member
of audit and compensation committees), Anthem Bank & Trust (chairman, compensation committee chair, and member of audit, investment,
executive, and loan committees), C&C International, Equinox Bank, RiceBran Technologies (chairman, compensation committee chair,
and member of audit, nominating, and executive committees), and Shay Investment Services (member of management committee). From
2007 to 2010, he was the president and chief operating officer of Shay Investment Services Inc., a full service registered broker-dealer
with 11 national offices and trading desks. From 2004 to 2006, he served initially as a consultant to and then as the president,
chief executive officer, and regional president of Equinox Bank FSB. From 1999 to 2003, Mr. Schweitzer was the regional president
of Union Planters Bank, now Regions Bank. From 1993 to 1999, he was the executive vice president and director of the corporate
banking group of Bank of America/NationsBank/Barnet Bank, Inc. From 1991 to 1993, he was the director and head of real estate,
construction, and environmental consulting of Coopers & Lybrand. Mr. Schweitzer was the vice president and manager of Mid-Continent’s
real estate division (1987 to 1991) and the vice president and manager of domestic credit process review (1985 to 1987) of The
First National Bank of Chicago. From 1975 to 1985, he was the senior vice president and manager of Central North American banking
group of Wachovia Corporation. Mr. Schweitzer is a retired Captain of the United States Navy. He received his Bachelor of Science
degree from the United States Naval Academy and his Master of Business Administration from the University of North Carolina, Chapel
Hill.