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                                                                  Exhibit 10.17

                                   GENTEK INC.

                           RESTRICTED STOCK AGREEMENT
                           --------------------------

                  THIS RESTRICTED STOCK AGREEMENT (the "Agreement") between
GenTek Inc., a Delaware corporation (the "Company"), and _____________________
(the "Participant") effective as of the date signed by the Participant.

                                   WITNESSETH:

                  WHEREAS, the Company maintains the 2003 Management and
Directors Incentive Plan (the "Plan") in order to attract and retain quality
management personnel and provide its officers and other key employees with
incentives to achieve long-term corporate objectives;

                  WHEREAS, the Participant is an officer or other key employee
of the Company with responsibility for the management or administration of the
Company's business;

                  WHEREAS, the Company's Board of Directors has determined to
grant Restricted Stock under the Plan to the Participant on the terms and
conditions set forth below.

                  NOW, THEREFORE, in consideration of the various covenants and
agreements herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:

         1.       Definitions.

                  Capitalized terms used in this Agreement, which are not
defined herein, shall have the meaning given such terms in the Plan.

         2.       Award.

                  (a) The Company hereby grants to Participant at no cost a
total of ____________ shares of Company common stock, with no par value per
share (the "Restricted Stock"), subject to the terms, restrictions and other
conditions of this Agreement and the Plan.

         3.       Stock Certificates.

                  The Company shall cause the Restricted Stock to be issued and
a stock certificate or certificates representing the Restricted Stock to be
registered in the name of Participant or held in book entry form promptly upon
execution of this Agreement, but if a stock certificate is issued, it shall be
delivered to, and held in custody by, the Company until the applicable
restrictions lapse at the times specified in Section 5 below or such Restricted
Stock is forfeited as specified in Section 6 below.




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         4.       Restrictions.

                  Participant shall have all rights and privileges of a
stockholder of the Company with respect to the Restricted Stock, including
voting rights and the right to receive dividends paid with respect to such
shares, except that the following restrictions shall apply:

                  (a) No Restricted Stock or any interest or right therein or
part thereof shall be liable for the debts, contracts or engagements of the
Participant or his/her successors in interest or shall be subject to disposition
by transfer, alienation, anticipation, pledge, hypothecation, encumbrance,
assignment or any other means, whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or
any other legal or equitable proceedings (including bankruptcy), any attempted
disposition thereof shall be null and void and of no effect; provided however,
that this Section 4(b) shall not prevent transfers by will or by the applicable
laws of descent and distribution.

         5.       Lapse of Restrictions.

                  (a) Vesting Schedule. The restrictions set forth in Section 4
on shares of Restricted Stock shall lapse, and shares of Restricted Stock shall
vest upon satisfaction of the following:

                           (i) All restrictions on 33% of the shares of
         Restricted Stock shall lapse on March 19, 2005.

                           (ii) All restrictions on the remaining 33% of shares
         of Restricted Stock shall lapse on March 19, 2006.

                           (iii) All restrictions on the remaining 34% of shares
         of Restricted Stock shall lapse on March 19, 2007.

                  (b) Other Events.

                           (i) Upon the occurrence of a Change in Control, all
         restrictions on all shares of Restricted Stock shall lapse immediately.

                           (ii) Upon a termination of employment with the
         Company or its affiliate by reason of Death or Disability, all
         restrictions on all shares of Restricted Stock shall lapse immediately.

                           (iii) Upon a termination of employment with the
         Company or its affiliate for any reason other than Death, Disability or
         upon a Change in Control, the Participant shall forfeit to the Company
         for no consideration each Share of Restricted Stock with respect to
         which restrictions have not lapsed as of the date of such Participant's
         termination of employment. For the avoidance of doubt, upon
         Participant's termination of employment by the Company for Cause (as
         defined in the Plan), all shares of Restricted Stock for which
         restrictions have not lapsed as of the Participant's termination of
         employment shall be immediately forfeited to the Company.




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         6.       Issuance of Stock Certificates for Shares.

                  The stock certificate or certificates representing the
Restricted Stock shall be issued promptly following the execution of this
Agreement, and shall be delivered to the Corporate Secretary or such other
custodian as may be designated by the Company, to be held until their release as
provided in Section 3. The certificates representing the Restricted Stock will
bear a legend in substantially the form set forth below.

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
         CERTAIN RESTRICTIONS AND MAY BE SUBJECT TO REACQUISITION BY THE COMPANY
         UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AGREEMENT BY AND
         BETWEEN GENTEK INC. (THE "COMPANY") AND THE HOLDER OF THE SECURITIES.
         PRIOR TO LAPSE OF RESTRICTIONS AND VESTING OF OWNERSHIP IN THE
         SECURITIES, THEY MAY NOT BE DIRECTLY OR INDIRECTLY, OFFERED,
         TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
         DISPOSED OF UNDER ANY CIRCUMSTANCES. COPIES OF THE ABOVE REFERENCED
         AGREEMENT ARE ON FILE AT THE OFFICES OF THE COMPANY.

         7.       Tax Withholding.

                  Whenever the restrictions on Participant's rights to shares of
Restricted Stock lapse pursuant to Section 5 of this Agreement, the Company
shall notify Participant of the amount of tax which must be withheld by the
Company under all applicable federal, state and local tax laws.

         8.       Securities Laws.

                  (a) In connection with the grant of the Restricted Stock,
Participant covenants, represents and warrants to the Company that:

                           (i) The Restricted Stock to be acquired by
         Participant pursuant to this Agreement will be acquired for
         Participant's own account and not with a view to, or intention of,
         distribution thereof in violation of the Securities Act of 1933 (the
         "Securities Act"), as amended, or any applicable state securities laws,
         and neither the Restricted Stock nor any other shares of capital stock
         of the Company issued or issuable directly or indirectly with respect
         to the Restricted Stock by way of dividend or split or in connection
         with a combination of securities, recapitalization, merger,
         consolidation or other reorganization will be disposed of in
         contravention of the Securities Act, any applicable state securities
         laws and any procedures reasonably established by the Board to ensure
         compliance with the foregoing.

                           (ii) Participant is a key employee of the Company, is
         familiar with the financial affairs of the Company, is sophisticated in
         financial matters and is able to evaluate the risks and benefits of the
         investment in the Restricted Stock.




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                           (iii) Participant is able to bear the economic risk
         of his investment in the Restricted Stock for an indefinite period of
         time because the Restricted Stock has not been registered under the
         Securities Act and, therefore, cannot be sold unless subsequently
         registered under the Securities Act or an exemption from such
         registration is available.

                           (iv) Participant has had an opportunity to ask
         questions and receive answers concerning the terms and conditions of
         the offering of Restricted Stock and has had full access to such other
         information concerning the Company as he has requested.

                           (v) This Agreement constitutes the legal, valid and
         binding obligation of Participant, enforceable in accordance with its
         terms, and the execution, delivery and performance of this Agreement by
         Participant does not and will not conflict with, violate or cause a
         breach of any agreement, contract or instrument to which Participant is
         a party or any judgment, order or decree to which Participant is
         subject.

         9.       Conditions to Issuance of Stock Certificates.

                  The Company shall not be required to issue or deliver any
certificate or certificates for shares of Restricted Stock pursuant to this
Agreement prior to fulfillment of all of the following conditions:

                  (a) The admission of such shares to listing or trading on any
stock exchange or national quotation system on which such class of stock is then
listed or traded;

                  (b) The completion of any registration or other qualification
of such shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory
body, which the Board shall, in its sole discretion, deem necessary or
advisable;

                  (c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Board shall, in its sole
discretion, determine to be necessary or advisable;

                  (d) The payment by the Participant of all amounts which, under
federal, state or local tax law, the Company (or other employer corporation) is
required to withhold upon issuance of Restricted Stock and/or the lapse or
removal of any of the restrictions; and

                  (e) The lapse of such reasonable period of time as the Company
may from time to time establish for reasons of administrative convenience.

         10.      No Right to Continued Employment.

                  Nothing in this Agreement or in the Plan shall confer upon the
Participant any right to continue in the employment or other service of the
Company, any Parent or any Subsidiary or shall interfere with or restrict in any
way the rights of the Company, any Parent or any Subsidiary, which are hereby
expressly reserved, to discharge the Participant at any time for any reasons
whatsoever, with or without cause.




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         11.      Restricted Stock Subject to Plan.

                  Notwithstanding anything in this Agreement to the contrary,
the terms of this Agreement shall be subject to the terms of the Plan, a copy of
which may be obtained by the Participant from the office of the Company's
Secretary.

         12.      Miscellaneous.

                  (a) This Agreement may be executed in one or more
counterparts, all of which taken together will constitute one and the same
instrument.

                  (b) The terms of this Agreement may only be amended, modified
or waived by a written agreement executed by both of the parties hereto.

                  (c) The validity, performance, construction and effect of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.

                  (d) This Agreement and the Plan constitute the entire
agreement between the parties hereto with respect to the Restricted Stock Award
granted herein. Notwithstanding the foregoing, the Holder recognizes and hereby
acknowledges that by virtue of having received this Award, the Holder is no
longer eligible for an enhanced severance payment payable under Section 4.02 of
the GenTek Inc. Key Employee Retention Plan.

                  (e) Except as otherwise herein provided, this Agreement shall
be binding upon and shall inure to the benefit of the Company, its successors
and assigns, and of Participant and Participant's personal representatives.




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                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the date set forth below.

                                        GenTek Inc.

                                        By:
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                                        Name: Robert D. Novo
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                                        Title: Vice President, Human Resources
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                                        PARTICIPANT

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                                        Signature

                                        Date:
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