ENVISION SOLAR INTERNATIONAL, INC. (NASDAQ:EVSI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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).

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.

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.

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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SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS
EXHIBITS

(d) Exhibits