Exhibit 10.2 Restricted Stock Agreement

                                                                                    Exhibit
    10.2

     

     

    RESTRICTED
      STOCK GRANT AGREEMENT (this “Agreement”)
      dated
      as of August 12, 2005 (the “Effective
      Date”),
      by
      and between MILLENNIUM CELL INC., a Delaware corporation (the “Company”),
      and
      H. DAVID RAMM, an individual residing at 35 West Terrace Drive, Houston, Texas
      77007-7040 (“Grantee”).

    


    WHEREAS,
      Grantee and the Company are parties to that certain Employment Agreement dated
      as of the date hereof (the “Employment
      Agreement”);
      

    


    WHEREAS,
      the Company recognizes the contributions that Grantee will make to the Company’s
      development in his role as Chief Executive Officer of the Company;
      and

    


    WHEREAS,
      in order to reward Grantee for his efforts, the Company has agreed, pursuant
      to
      the Employment Agreement, to grant to Grantee fifty thousand (50,000) restricted
      shares (the “Restricted
      Shares”)
      of the
      common stock, par value $.001 per share, of the Company (the “Common
      Stock”),
      subject to the terms, conditions and restrictions set forth in this Agreement,
      the Employment Agreement and that certain Amended and Restated Millennium Cell
      Inc. 2000 Stock Option Plan (the “Plan”).

    


    NOW,
      THEREFORE, in consideration of the above premises and the mutual covenants
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto, intending
      to be
      legally bound, hereby agree as follows:

    


    1. Grant
      of Restricted Shares.
      Pursuant to the Plan and subject to the terms, conditions and restrictions
      set
      forth in this Agreement and in the Employment Agreement, upon execution of
      this
      Agreement, the Company shall grant to Grantee fifty thousand (50,000) Restricted
      Shares of Common Stock. 

    


    2. Grantee
      Bound by Plan.
      The
      Plan is incorporated herein by reference and made a part hereof. The Plan shall
      govern all aspects of this Agreement except as otherwise specifically stated
      herein. Grantee hereby acknowledges receipt of a copy of the Plan and agrees
      to
      be bound by all the terms and provisions thereof. Capitalized terms used but
      not
      defined herein shall have the meanings ascribed to them in the Plan. The Plan
      should be carefully examined before any decision is made to accept the
      Restricted Shares.

    


    3. Vesting
      Schedule.
      Subject
      to the Plan, the Restricted Shares awarded to Grantee shall vest in full on
      December 31, 2005, or, if earlier, upon the termination of Grantee’s employment
      with the Company for any reason (including, but not limited to, for death or
      disability) other than a termination by the Company for Cause or Grantee’s
      resignation of employment. For purposes of this Agreement, Grantee may be
      terminated for cause if Grantee: (i) is convicted of, or pleads guilty or nolo
      contendere, to a felony or (ii) engages in willful gross neglect or willful
      gross misconduct in carrying out his duties under the Employment Agreement,
      resulting, in either case, in material economic harm to the
      Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

        4. Restrictions
      on Transfer.
      Grantee
      agrees that, in addition to any restrictions on transfer that may be imposed
      under applicable state and federal securities laws and in the Plan, the
      Restricted Shares shall be subject to the following restrictions on
      transfer:

    


    (a) Grantee
      shall not, without the prior written consent of the Company, offer, transfer,
      sell, pledge, assign, hypothecate or otherwise encumber or dispose of any
      unvested Restricted Shares.

    


    (b) Any
      attempted assignment, transfer, pledge, hypothecation or other disposition
      of
      the Restricted Shares contrary to the provisions hereof, and the levy of any
      execution, attachment or similar process upon the Restricted Shares, shall
      be
      null and void and without any force or effect.

    


    5. Cancellation
      of Restricted Shares.
      In
      addition to the terms and conditions set forth in the Plan, upon a termination
      of the Employment Agreement by the Company for Cause or the resignation of
      employment by Grantee, any unvested Restricted Shares shall automatically be
      cancelled without any further action on behalf of the Company or
      Grantee.

    


    6. Dividends.
      If and
      when the Company shall declare any dividend or distribution on the Common Stock,
      Grantee shall be entitled to receive all cash, securities, proceeds or assets
      of
      any kind in connection with such dividend or distribution with respect to his
      vested and unvested Restricted Shares, if any.

    


    7. Stock
      Certificates.

    


    (a) Custody
      of Certificates.
      The
      Company shall hold the certificate(s) evidencing the Restricted Shares in its
      custody until they have vested, and as a condition to the granting of the
      Restricted Shares, Grantee shall deliver a stock power, substantially in the
      form attached hereto as Exhibit
      A-1,
      endorsed in blank, relating to the Restricted Shares.

    


    (b) Stock
      Legends.
      The
      share certificates evidencing the Restricted Shares, both prior to and after
      the
      vesting thereof, shall have endorsed upon them in bold-faced type the following
      legends (in addition to any legend(s) required under applicable state or federal
      securities laws):

    


    THIS
      CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
      AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST
      TRANSFER) CONTAINED IN THE MILLENNIUM CELL INC. 2000 STOCK OPTION PLAN AND
      A
      RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER
      AND
      MILLENNIUM CELL INC. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED
      ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND AGREEMENT, A COPY OF
      EACH
      OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF MILLENNIUM CELL
      INC.

    


    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
      UPON TRANSFER AND CANCELLATION AS SET FORTH IN A RESTRICTED STOCK GRANT
      AGREEMENT DATED AS OF JUNE [__], 2005, BETWEEN MILLENIUM CELL INC. (THE
“CORPORATION”), AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE
      SECRETARY OF THE CORPORATION. 

    


    8. Representations
      and Warranties.
      Grantee
      represents to the Company that:

    


     

    
      	(a)  	
              Grantee
                has relied solely upon the information, if any, requested of the
                Company
                and upon his own due diligence in making the decision to acquire
                the
                Restricted Shares. To the extent necessary, Grantee has retained,
                at his
                own expense, and relied upon the advice of, appropriate professionals
                regarding the investment, tax and legal merits and consequences of
                the
                purchase of the Restricted Shares. Grantee
                covenants that the Restricted Shares were not offered or transferred
                to
                Grantee by means of any form of general solicitation or general
                advertising, and in connection therewith, Grantee did not: (I) receive
                or
                review any advertisement, article, notice or other communication
                published
                in a newspaper or magazine or similar media or broadcast over television
                or radio whether closed circuit or generally available or (II) attend
                any
                seminar meeting or industry investor conference whose attendees were
                invited by any general solicitation or general
                advertising

            


    

     

    
      	(b)  	
              Grantee
                acknowledges receipt of a copy of the Plan and represents that it
                is
                familiar with the terms and provisions thereof, and hereby accepts
                this
                Restricted Stock Grant subject to all of the terms and provisions
                thereof
                except as otherwise specifically stated in this Agreement. Grantee
                has
                reviewed the Plan and this Agreement in their entirety, has had an
                opportunity to obtain the advice of counsel prior to executing this
                Agreement and fully understands all provisions of the Plan and this
                Agreement. Grantee hereby agrees to accept as binding, conclusive
                and
                final all decisions or interpretations of the Board or Committee
                (both as
                defined in the Plan) upon any questions arising under the Plan; and
                

            


    

     

    
      	(c)  	
              Grantee
                acknowledges agree that, as a condition to each vesting of the Restricted
                Shares, the representations and warranties of this Section 8 shall
                be true
                and correct as of such vesting date as if they had been made on such
                date
                with respect to the vested Restricted
                Shares.

            


    

     

    
      	(d)  	
              Grantee
                acknowledges that the Restricted Shares may only be transferred or
                otherwise disposed of pursuant to (i) a registration statement on
                Form S-8
                upon delivery of a resale prospectus to the recipient of the Restricted
                Shares, as long as Grantee is an affiliate of the Company, (ii) an
                effective registration statement under the Securities Act o 1933
                (the
                “Act”)
                or (iii) pursuant to an exemption from registration under the
                Act.

            


    

    


    
      	(e)  	
              Grantee
                acknowledges that the transfer of the Restricted Shares is restricted
                by
                the terms of this Agreement and the Plan, and Grantee must therefore
                hold
                the Restricted Shares indefinitely unless a subsequent disposition
                of the
                Restricted Shares is permitted under the terms of this
                Agreement.

            


    

     

     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	(f)  	
              Grantee
                acknowledges that, given the restrictions on transfer acknowledged
                above,
                he is able to bear the economic risk of holding the Restricted Shares
                for
                an indefinite period of time and can afford a complete loss of the
                value
                of the Restricted Shares.

            


    

    


    
      	(g)  	
              Grantee
                agrees and acknowledges that the Company may, if it so desires and
                subject
                to Section 3, permit the transfer of the Restricted Shares out of
                Grantee’s name only when Grantee’s request for transfer is accompanied by
                an opinion of counsel reasonably satisfactory to the Company and
                its
                counsel that neither the sale nor the proposed transfer results in
                a
                violation of the Act or any state securities or “blue sky” laws
                (collectively, “Securities
                Laws”).
                Grantee agrees to hold the Company and its directors, officers, agents
                and
                controlling persons and their respective heirs, representatives,
                successors and assigns harmless and to indemnify them from and against
                all
                liabilities, costs and expenses incurred by them as a result of any
                misrepresentation made by Grantee contained herein or any sale or
                distribution by Grantee in violation of the Securities
                Laws.

            


    

    


    
      	(h)  	
              Grantee
                represents that the receipt of the Restricted Shares by Grantee will
                not
                result in the violation by Grantee of any law, statute, rule, regulation,
                order, writ, injunction, judgment or decree of any court or governmental
                authority to or by which Grantee is bound, including, without limitation,
                United States laws and other laws that may be applicable to Grantee
                and
                will not conflict with, or result in a material breach or violation
                of,
                any of the terms or provisions of, or constitute (with due notice
                or lapse
                of time or both) a material default under, any material lease, loan
                agreement, mortgage, security agreement, trust indenture or other
                agreement or instrument to which Grantee is a party or by which Grantee
                is
                bound or to which Grantee’s material properties or assets is subject, nor
                result in the creation or imposition of any lien upon any of the
                material
                properties or assets of Grantee.

            


    

    


    
      	(i)  	
              Grantee
                acknowledges and agrees that this Agreement is not a contract of
                employment and that nothing in this Agreement shall confer upon Grantee
                any right with respect to continuation of service to or employment
                by the
                Company, nor shall it interfere in any way with his right or the
                Company’s
                right to terminate his service to or employment by the Company at
                any
                time, with or without cause.

            


    

    


    
      	(j)  	
              Grantee
                acknowledges and agrees that the vesting of shares pursuant to this
                Agreement is earned only through Grantee’s continued and satisfactory
                employment by the Company or its subsidiaries or affiliates and not
                through the grant of the Restricted Shares hereunder.
                

            


    

    


    
      	(k)  	
              Grantee
                hereby accepts this Agreement subject to all of the terms and provisions
                hereof. Grantee has reviewed this Agreement in its entirety, has
                had an
                opportunity to obtain the advice of counsel prior to executing this
                Agreement, and fully understands all provisions of this
                Agreement.

            


    

    


    
      	(l)  	
              Grantee
                acknowledges that the Company and its counsel are entitled to rely
                on the
                representations made above.

            


    

     

    
 

    
      
        4

      

      
        
        

        
          

        

      

      
        
        

      

    

     

            9. Tax
      and Financial Consequences.
      Grantee
      has reviewed with Grantee’s own tax and financial advisors the federal, state,
      local and foreign tax consequences of this Agreement. Grantee is relying solely
      on such advisors and not on any statements or representations of the Company
      or
      any of its agents. Grantee understands that Grantee (and not the Company) shall
      be responsible for Grantee’s own tax liability that may arise as result of the
      transactions contemplated by this Agreement. Grantee understands that Section
      83
      of the Internal Revenue Code of 1986, as amended from time to time (the
“Code”),
      taxes
      as ordinary income the fair market value, as defined by the Code, of the
      Restricted Shares as of the date they become “substantially vested” within the
      meaning of Section 1.83-3(b) of the regulations promulgated pursuant to Section
      83 of the Code. Grantee understands that Grantee may elect to be taxed at the
      time the Restricted Shares are granted, rather than at the time, if any, that
      they become substantially vested, by filing an election under Section 83(b)
      of
      the Code with the Internal Revenue Service within 30 days from the date of
      grant. 

    


    GRANTEE
      ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
      FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF GRANTEE REQUESTS THE
      COMPANY, OR ITS REPRESENTATIVES, TO MAKE THIS FILING ON GRANTEE’S
      BEHALF.

    


    10. Consent
      of Spouse.
      As a
      further condition to the Company’s obligations under this Agreement, the Company
      may require the spouse of Grantee, if any, to execute and deliver to the Company
      the Consent of Spouse attached hereto as Exhibit
      A-2.
      

    


    11. Notices.
      Any
      notice required to be given or delivered to the Company under the terms of
      this
      Agreement shall be in writing and addressed to the Company at 1 Industrial
      Way
      West, Eatontown, New Jersey [Missing Graphic Reference]07724,
      Fax: 732-542-4010, Attention: Chairman of the Board, or to such other address
      as
      shall be provided in writing to Grantee. Any notice required to be given or
      delivered to Grantee shall be in writing and addressed to the most recent
      address of Grantee, as set forth in the books and records of the Company. All
      notices shall be deemed effective upon personal delivery against receipt
      therefor; one day after being sent by Federal Express or similar overnight
      delivery; or three days after being mailed registered or certified mail, postage
      prepaid, and properly addressed to the party to be notified.

    


    12. Entire
      Agreement.
      This
      Agreement, the Employment Agreement and the Plan contain the entire
      understanding between the parties concerning the subject matter contained in
      herein and therein. There are no representations, agreements, arrangements
      or
      understandings, oral or written, between the parties hereto, relating to the
      subject matter of this Agreement and the Employment Agreement, that are not
      fully expressed herein or therein.

    


    13. Counterparts.
      This
      Agreement may be signed in one or more counterparts, all of which shall be
      considered one and the same agreement.

    


    14. Further
      Assurances.
      Each
      party to this Agreement agrees to perform all further acts and to execute and
      deliver all further documents as may be reasonably necessary to carry out the
      intent of this Agreement.

    


    
      
        5

      

      
        
        

        
          

        

      

      
        
        

      

    

     

              
15. Severability.
      If any
      provision of this Agreement or any other agreement or document delivered in
      connection with this Agreement, if any, are held to be partially or completely
      invalid or unenforceable in any jurisdiction, then such unenforceable provisions
      shall be automatically replaced by a provision as similar in terms as may be
      valid and enforceable in that jurisdiction, but the invalidity or
      unenforceability of that provision shall not affect the validity or
      enforceability of any other provision of this Agreement, all of which shall
      be
      construed and enforced as if that invalid or unenforceable provision were
      omitted, nor shall the invalidity or unenforceability of that provision in
      one
      jurisdiction affect its validity or enforceability in any other
      jurisdiction.

    


    16. Construction.
      Whenever used in this Agreement, the singular number will include the plural,
      and the plural number will include the singular, and the masculine or neuter
      gender shall include the masculine, feminine or neuter gender. The headings
      of
      the Sections of this Agreement have been inserted for purposes of convenience
      and shall not be used for interpretive purposes.

    


    17. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without regard to the conflicts of laws principles of such
      State. 

    


    18. Submission
      to Jurisdiction.
      Any and
      all suits, legal actions or proceedings against any party hereto arising out
      of
      this Agreement shall be brought in any United States federal court sitting
      in
      the State of New York or any other court of appropriate jurisdiction sitting
      in
      the State of New York, as the party bringing such suit may elect in its sole
      discretion, and each party hereby submits to and accepts the exclusive
      jurisdiction of such courts for the purpose of such suit, legal action or
      proceeding, each party hereto waives personal service of any summons, complaint
      or other process and agrees that service thereof may be made by certified or
      registered mail. Each party hereto hereby irrevocably waives any objection
      which
      it may now hereafter have to the laying of venue of such suit, legal action
      or
      proceeding in any such court and hereby further waives any claim that any such
      suit, legal action or proceeding brought in any such court has been brought
      in
      an inconvenient forum.

    


    19. Successors.
      The
      rights and obligations of the Company under this Agreement shall be transferable
      to any successor thereto. The rights and obligations of Grantee under this
      Agreement may only be assigned with the prior written consent of the Company.
      

    


    20. Amendment.
      This
      Agreement may only be amended by the written consent of the parties to this
      Agreement at the time of such amendment.

    


    21. No
      Waiver.
      Either
      party’s failure to enforce any of the provisions of this Agreement shall not in
      any way be construed as a waiver of any such provision, nor prevent that party
      from thereafter enforcing any other provision of this Agreement. The rights
      granted both parties hereunder are cumulative and shall not constitute a waiver
      of either party’s right to assert any other available legal remedy.

    


    
      
        6

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have entered into this Agreement as of
      the
      date first set forth above.

    


    MILLENNIUM
      CELL INC.

    


    


    By:     
      /s/G. Chris Andersen

    Name:
      G.
      Chris Andersen

    Title:
      Chairman of the Board

    


    


    /s/H.
      David Ramm


    H.
      David
      Ramm

    


    


    



    
      
        
          7

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-1

    


    STOCK
      POWER

    


    


    ASSIGNMENT
      SEPARATE

    FROM
      CERTIFICATE

    


    


    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      _____________________, fifty thousand (50,000) restricted shares of Common
      Stock
      of MILLENIUM CELL INC., standing in the undersigned’s name on the books of said
      Company, represented by the within Certificate No. ___, and hereby irrevocably
      constitutes and appoints _______________________ attorney to transfer the said
      shares on the books of the within named Company with full power of substitution
      in the premises.

    


    


    Dated:
      _____________________                 
      /s/H. David
      Ramm

    H.
      David
      Ramm

    


    


    


    


    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-2

    


    CONSENT
      OF SPOUSE

    


    


    I,
      _____________________, spouse of H. David Ramm, have read and approve the
      foregoing Restricted Stock Grant Agreement dated as of June [__], 2005 (the
      “Agreement”).
      In
      consideration of the grant by Millennium Cell Inc. (the “Company”),
      to my
      spouse of the restricted shares (the “Restricted
      Shares”)
      of
      common stock, par value $.001 per share, of the Company, as set forth in the
      Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to
      the
      exercise of any right under the Agreement and agree to be bound by the
      provisions of the Agreement insofar as I may have any rights in said Agreement
      or the Restricted Shares issued pursuant thereto under the community property
      laws or similar laws relating to marital property in effect in the state of
      our
      residence as of the date of the signing of the Agreement.

    


    Dated:
      ________________, 2005

    


    


    


    _______________________________

    Signature
      of Spouse