Exhibit
        10.2



    

     

    March
      13,
      2007

     

    CONFIDENTIAL

    


    Mr.
      Adam
      Briggs

    127
      Lewis
      Lane

    Fair
      Haven, NJ 07724

    


    
      	
            	Re:	
              Certain
                Rights and Obligations Upon Termination of
                Employment

            


    

    


    Dear
      Adam:

    


    Reference
      is made to the Change-In-Control Agreement (the “Change-In-Control
      Agreement”)
      dated
      as of September 25, 2006 between you and Millennium Cell Inc. (the “Company”).
      Capitalized terms used and not defined in this letter have the meanings given
      to
      such terms in the Change-In-Control Agreement.

    


    1. If,
      at
      any time prior to 2 years from the date of your relocation to Eatontown, NJ,
      your employment with the Company is terminated by the Company without Cause
      or
      terminated by you for Good Reason, you shall be entitled to the
      following:

    


    
      	 	
              (a)

            	
              General
                Entitlement.
                a
                lump sum payment (i) equal to any unpaid portion of your Base Salary
                through the date of termination, plus
                (ii) in lieu of any unused vacation as of the date of termination,
                in
                accordance with the Company’s vacation policy and applicable laws,
                plus
                (iii) of any annual or discretionary bonus earned but not yet paid
                to you
                for any calendar year prior to the year in which the termination
                occurs,
                plus
                (iv) subject to the terms and limitations of the particular compensation
                plan, of any deferred compensation under any incentive compensation
                plan
                of the Company or any deferred compensation agreement between you
                and the
                Company then in effect, plus
                (v) subject to the terms and conditions of the particular plan or
                arrangement, of any other compensation or benefits, including without
                limitation, long-term incentive compensation, benefits under equity
                grants
                and awards, and employee benefits under plans or arrangements that
                have
                vested through the date of termination or to which you are otherwise
                entitled to, in each case in accordance with the applicable terms
                of each
                such grant, award, plan or arrangement, plus
                (vi) for reimbursement of any business expenses incurred by you through
                the date of termination but not yet paid to you (in accordance with
                the
                Company’s existing policies).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Additional
                Entitlement.
                in addition to the compensation and benefits described in subparagraph
                (a)
                above: (i) payment of an amount equal to 1.5 times your Base Salary,
                at
                the rate in effect immediately before such termination, plus
                (ii) payment of an amount equal to 1.5 times the average of your
                annual
                bonuses for the three (3) years prior to the year in which such
                termination occurs (if no bonus was paid in any of the prior years,
                that
                year would be removed from the average calculation), plus
                (iii) continuing coverage under the life, disability, accident and
                health
                insurance programs for Company employees generally and under any
                supplemental programs covering you or the Company’s senior executives
                generally, as from time to time in effect (or, if such coverage is
                not
                permitted under such programs, payment of the costs for coverage
                under
                such programs), for the three year period from such termination or
                until
                you become eligible for substantially similar coverage under the
                employee
                benefit plans of a new employer, whichever occurs earlier, plus
                (iv) immediate and unconditional vesting of any unvested stock options
                and
                stock grants previously awarded to you and, for the one year period
                following such termination, the right to exercise any stock options
                held
                by you; provided,
                however,
                that any unvested “performance” stock options, stock grants, long term
                incentive awards or other similar awards shall not vest unless the
                applicable performance objectives have been achieved prior to the
                date of
                termination and any other requirements in relevant plan documents
                have
                been met. Payment of the amounts set forth in clauses (i) and (ii)
                of this
                subparagraph (b) shall be made by the Company to you as follows:
                (A)
                amounts due shall be paid in cash in equal monthly installments at
                the end
                of each month over the 18 months following the date of termination;
                provided,
                however,
                that in order to avoid the imposition of accelerated or additional
                taxes
                under Section 409A of the Code, any payments that would have been
                paid
                during the six month period following the date of termination shall
                be
                paid in a lump sum on the date that is six months following the date
                of
                termination. Your right to receive the payments and benefits described
                in
                this subparagraph (b) shall be conditioned on your execution and
                delivery
                of a written release of claims against the Company which may include
                covenants with respect to the treatment of confidential information,
                non
                disparagement and/or non competition, such covenants to be in a form
                and
                substance satisfactory to the Company in its sole discretion and
                your
                continued compliance with the requirements set forth in Paragraph
                2.

            


    

    


    2. Nonsolicitation
      of Employees.
      For a
      period of 1 year after the termination of your employment with the Company,
      you
      hereby agree that you will not directly or indirectly solicit any employee
      of
      the Company or any employee of any subsidiary of the Company to leave his or
      her
      employment.

    


    3. If,
      at
      the time of enforcement of the restrictive covenants in paragraph 2, a court
      holds that the restrictions stated therein are unreasonable under the
      circumstances then existing, then the maximum duration, scope or geographic
      area
      reasonable under such circumstances shall automatically be substituted for
      the
      duration, scope or geographic area stated in such paragraph and the court shall
      be allowed and is hereby requested to revise the restrictions contained herein
      to cover the maximum duration, scope and geographic area permitted by law.
      The
      covenants contained in paragraph 2 are independent and severable from one
      another.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4. Change-In-Control
      Agreement.
      You
      acknowledge and agree that you will have no right to receive any of the payments
      or benefits described in this letter agreement in connection with a Change
      in
      Control. If and to the extent that you are entitled to receive any payments
      or
      benefits under the Change-In-Control Agreement, your rights will be governed
      exclusively by the Change-In-Control Agreement and this letter agreement will
      be
      of no force or effect. If and to the extent that there is any conflict or
      inconsistency between this letter agreement and the Change-In-Control Agreement,
      the Change-In-Control Agreement shall govern.

    


    5. This
      letter agreement shall be construed, interpreted and governed in accordance
      with
      the laws of the State of New York, without reference to rules relating to
      conflicts of law. The state and federal courts in the State of New York shall
      have exclusive jurisdiction over any claims arising under this letter agreement.
      This letter agreement shall be deemed an “option agreement” for purposes of the
      Company’s Amended and Restated 2000 Stock Option Plan 

     

    Please
      indicate your agreement to the terms hereof by signing in the space provided
      below.

     

    
      	 	 	 
	 	
              MILLENNIUM
                CELL INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ H.
              David
              Ramm
	 	
              
Name:
              H. David Ramm
	 	Title:
              Chief Executive Officer


    

     

    
      	
              Accepted
                and agreed to as of the date first

              above
                written:

            	 	 	 
	 	 	 	 
	/s/ Adam
              Briggs	 	 	 
	
              
ADAM
              BRIGGS	 	 	
            
	 	 	 	 


    

     

    
      
        
        

      

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