Amended Restricted Stock Grant Agreement



 Exhibit 10.18 
 SECOND AMENDED RESTRICTED STOCK GRANT AGREEMENT 
 THIS SECOND AMENDED STOCK GRANT AGREEMENT (the
“Second Amended Agreement”) is made effective as of this 1st day of February 2006, between RASER
TECHNOLOGIES, INC. (“Company”) and Timothy Fehr (“Employee”). 
 RECITALS 
 WHEREAS, Company and Employee entered into a certain Restricted Stock Grant Agreement (the “Agreement”) on February 25, 2004, and entered
into an Amended Agreement effective as of July 9, 2005 (the “Amended Agreement”), the parties now desire to mutually amend the Agreement in this Second Amended Agreement as set forth below; 
 NOW, THEREFORE, in view of the foregoing recitals which are incorporated as a part of this Second Amended Agreement, and in consideration of the terms
and conditions of this Second Amended Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 
  

	 	1.	Paragraph 2 of the Amended Agreement is amended as follows: 

 The 100,000 shares that would vest in 25,000 share increments between February 8, 2006, and March 15, 2006, will vest as per the attached Schedule A, Column 1. If Employee is terminated for any reason prior to the vesting of any
shares pursuant to Schedule A, Column 1, or resigns, the remaining shares in Schedule A, Column 1, shall vest according to Schedule A, Column 1. 
  

	 	2.	Paragraph 2(B) of the Agreement is amended as follows: 

 The 150,000 shares that vest on February 1, 2007, under the Agreement shall vest according to Schedule A, Column 2. If Employee is terminated for any reason except gross negligence or criminal conduct prior to the vesting of any shares
pursuant to Schedule A, Column 2, the remaining shares in Schedule A, Column 2, shall vest according to Schedule A, Column 2. If Employee resigns or is terminated for gross negligence or criminal conduct, Employee shall receive a prorated number of
shares equal to 12,500 per month for every full month Employee has been employed by Company from February 1, 2006 to January 31, 2007 according to Schedule A, Column 2. 
  

	 	3.	Company and Employee may mutually agree to include any or all shares held by Employee in any public offering. 

  

	 	4.	The Company recognizes that the employee will enter into a 10b5-1 trading plan to sell a portion of the shares vesting on each date included in Schedule A in order to manage the
employee’s tax liability arising from the vesting schedule. 

  

	 	5.	The Company makes no representations to Employee regarding any tax implications of this Second Amended Agreement. The Company also does not represent that the share price on any
given date shall be the same as the price of the shares when Employee may have otherwise been entitled to receive shares except for this Second Amended Agreement. 

  

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	 	6.	All other provisions of the Agreement shall remain in full force and effect. To the extent any provisions of the Agreement conflict with the provisions of this Second Amended
Agreement, this Second Amended Agreement shall govern. 

 IN WITNESS WHEREOF, Company and Employee have executed this Second
Amended Agreement effective as of the date first set forth above. 
  

									
	COMPANY:	 		 	EMPLOYEE:
			
	RASER TECHNOLOGIES, INC.	 		 	
					
	By	 	/s/ Brent M. Cook	 		 	By	 	/s/ Timothy D. Fehr
	Its:	 	Chief Executive Officer	 		 		 	Timothy D. Fehr

  

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 Schedule A 
  

					
	 	  	1	  	2
	 Vesting Dates
	  	New Vesting
Schedule for
100,000 Deferred
Shares	  	New Vesting
Schedule for
150,000 Shares
	 Wednesday, March 22, 2006
	  	6,250	  	
	 Thursday, August 03, 2006
	  	3,000	  	
	 Tuesday, August 08, 2006
	  	3,000	  	
	 Friday, August 11, 2006
	  	3,000	  	
	 Wednesday, August 16, 2006
	  	3,000	  	
	 Monday, August 21, 2006
	  	3,000	  	
	 Thursday, August 24, 2006
	  	3,000	  	
	 Tuesday, August 29, 2006
	  	3,000	  	
	 Friday, September 01, 2006
	  	3,000	  	
	 Wednesday, September 06, 2006
	  	3,000	  	
	 Monday, September 11, 2006
	  	3,000	  	
	 Thursday, September 14, 2006
	  	3,000	  	
	 Tuesday, September 19, 2006
	  	3,000	  	
	 Friday, September 22, 2006
	  	3,000	  	
	 Wednesday, September 27, 2006
	  	3,000	  	
	 Monday, October 02, 2006
	  	3,000	  	
	 Thursday, October 05, 2006
	  	3,000	  	
	 Tuesday, October 10, 2006
	  	3,000	  	
	 Friday, October 13, 2006
	  	3,000	  	
	 Wednesday, October 18, 2006
	  	3,000	  	
	 Monday, October 23, 2006
	  	3,000	  	
	 Thursday, October 26, 2006
	  	3,000	  	
	 Tuesday, October 31, 2006
	  	3,000	  	
	 Friday, November 03, 2006
	  	3,000	  	
	 Wednesday, November 08, 2006
	  	3,000	  	
	 Monday, November 13, 2006
	  	3,000	  	
	 Thursday, November 16, 2006
	  	3,000	  	
	 Tuesday, November 21, 2006
	  	3,000	  	
	 Wednesday, November 29, 2006
	  	3,000	  	
	 Monday, December 04, 2006
	  	3,000	  	
	 Thursday, December 07, 2006
	  	3,750	  	
	 Tuesday, December 12, 2006
	  	3,000	  	
	 Tuesday, January 02, 2007
	  		  	5,000
	 Thursday, January 04, 2007
	  		  	5,000
	 Monday, January 08, 2007
	  		  	5,000
	 Wednesday, January 10, 2007
	  		  	5,000

  

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 Schedule A 
  

					
	 	  	1	  	2
	 Vesting Dates
	  	New Vesting
Schedule for
100,000 Deferred
Shares	  	New Vesting
Schedule for
150,000 Shares
	 Friday, January 12, 2007
	  		  	5,000
	 Tuesday, January 16, 2007
	  		  	5,000
	 Thursday, January 18, 2007
	  		  	5,000
	 Monday, January 22, 2007
	  		  	5,000
	 Wednesday, January 24, 2007
	  		  	5,000
	 Friday, January 26, 2007
	  		  	5,000
	 Tuesday, January 30, 2007
	  		  	5,000
	 Thursday, February 01, 2007
	  		  	5,000
	 Monday, February 05, 2007
	  		  	5,000
	 Wednesday, February 07, 2007
	  		  	5,000
	 Friday, February 09, 2007
	  		  	5,000
	 Tuesday, February 13, 2007
	  		  	5,000
	 Thursday, February 15, 2007
	  		  	5,000
	 Tuesday, February 20, 2007
	  		  	5,000
	 Wednesday, February 21, 2007
	  		  	5,000
	 Friday, February 23, 2007
	  		  	5,000
	 Tuesday, February 27, 2007
	  		  	5,000
	 Thursday, March 01, 2007
	  		  	5,000
	 Monday, March 05, 2007
	  		  	5,000
	 Wednesday, March 07, 2007
	  		  	5,000
	 Friday, March 09, 2007
	  		  	5,000
	 Tuesday, March 13, 2007
	  		  	5,000
	 Thursday, March 15, 2007
	  		  	5,000
	 Monday, March 19, 2007
	  		  	5,000
	 Wednesday, March 21, 2007
	  		  	5,000
	 Friday, March 23, 2007
	  		  	5,000
		  	 	  	 
		  	100,000	  	150,000
		  	 	  	 

  

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