Unassociated Document


    Exhibit
10.5

    


    ALTAIR
NANOTECHNOLOGIES INC.

    2005
STOCK INCENTIVE PLAN

    


    RESTRICTED
STOCK AGREEMENT

    


    This
Restricted Stock Agreement (this “Agreement”) is between Altair Nanotechnologies
Inc., a Canadian corporation, (the “Company”), and [___________________] (the “Participant”) pursuant
to the Company’s 2005 Stock Incentive Plan (the “Plan”).  The Company
and the Participant agree as follows:

    


    
      	
              1.  

            	
              Terms of
      Award.  The following terms used in this Agreement shall
      have the meanings set forth in this paragraph
1:

            


    

    


    (a)           The
"Grant Date" is ____________________________.

     

    (b)         
The
number of shares of "Restricted Stock" awarded under this Agreement shall be
______________________  common shares of the
Company.  Shares of "Restricted Stock" are common shares of the
Company.


    
    

    (c)        
With
respect to all shares of Restricted Stock, the “Restricted Period” shall begin
on the Grant Date.  The Restricted Period with respect to each
Installment (as identified in the table below) shall end on the Vesting Date (as
identified in the table below) applicable to such Installment:


    
    

    


    
      	
               

              INSTALLMENT

            	
              VESTING
      DATE

              APPLICABLE
      TO

              INSTALLMENT

            
	 
      	 
      
	 
      	 
      


    

    


    


    2.        
 Award.  The
Participant is hereby granted the number of shares of Restricted Stock set forth
in paragraph 1.

    


    3.        
 Dividends and Voting
Rights.  The Participant shall be entitled to receive any
dividends paid with respect to shares of Restricted Stock that become payable
during the Restricted Period (as defined below); provided, however, that no
dividends shall be payable to or for the benefit of the Participant for shares
of Restricted Stock with respect to record dates occurring prior to the Grant
Date, or with respect to record dates occurring on or after the date, if any, on
which the Participant has forfeited those shares of Restricted
Stock.  The Participant shall be entitled to vote the shares of
Restricted Stock during the Restricted Period to the same extent as would have
been applicable to the Participant if the Participant was then vested in the
shares; provided, however, that the Participant shall not be entitled to vote
the shares with respect to record dates for such voting rights arising prior to
the Grant Date, or with respect to record dates occurring on or after the date,
if any, on which the Participant has forfeited those shares of Restricted
Stock.

    


    4.        
 Deposit of Shares of
Restricted Stock.  Each certificate issued in respect of shares
of Restricted Stock granted under this Agreement shall be registered in the name
of the Participant and shall be held by the Company until the
earlier to occur of (a) the Date Termination (as defined below), in which case
it shall be returned to the Company and cancelled, and (b) the Vesting Date with
respect to the shares of Restricted Stock represented by such certificate, in
which case the legends required by Section 9 shall be removed and (contingent
upon the payment by the Participant to the Company in cash or by check of an
amount equal to the amount the Company is required to withhold under governing
tax laws with respect to such Restricted Stock) the certificate shall be
conveyed to the Participant .   The grant of Restricted Stock is
conditioned upon the Participant endorsing in blank a stock power for the
Restricted Stock.  The "Date of Termination" shall be the first day
occurring on or after the Grant Date on which the Participant is not employed
by, or serving as a director of, the Company or any consolidated subsidiary of
the Company (a “Subsidiary”), regardless of the reason for the termination of
employment or service.  A termination of employment or service shall
not be deemed to occur by reason of a transfer of the Participant between the
Company and a Subsidiary or between two Subsidiaries, and the Participant's
employment or service shall not be considered terminated while the Participant
is on a leave of absence from the Company or a Subsidiary approved by the
Participant's employer.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    5.        
 Prohibitions on
Transfer.  No shares of Restricted Stock may be sold, assigned,
transferred, pledged or otherwise encumbered until the expiration or termination
of the Restricted Period with respect to such shares of Restricted
Stock.  If the participant purports to sell, assign, transfer, pledge
or otherwise encumber any shares of Restricted Stock prior to the expiration of
the Restricted Period applicable to such shares, such shares will immediately
and automatically be forfeited to the Company.

    


    6.        
 Transfer and Forfeiture of
Shares.  Except as otherwise provided in Section 7, the
Participant shall immediately and automatically forfeit to the Company any
Installment of Restricted Stock with respect to which the Date of Termination
occurs during the Restricted Period (or with respect to which the Participant
has failed to pay to the Company in cash or by check of, within 30 days of
request by the Company, an amount equal to the amount the Company is required to
withhold under governing tax laws with respect to such Installment of Restricted
Stock).  If the Date of Termination does not occur during the
Restricted Period with respect to any Installment of shares of Restricted Stock,
then, at the end of the Restricted Period for such shares, the Participant shall
become vested in those shares of Restricted Stock, and shall own the shares free
of all restrictions imposed by Sections 5 and 9 of this Agreement.

    


    7.        
 Early Termination of
Restricted Period.  Notwithstanding the provisions of Section
6, to the extent that the Date of Termination has not occurred, the Restricted
Period with respect to all Installments of Restricted Stock shall immediately
and automatically terminate upon the occurrence of any of the following
events:

    


    
      	
            	
              (a)

            	
              the
      death of the Participant; or

            


    

    


    
      	
            	
              (b)

            	
              (i)
      the effective date of a merger, consolidation, plan of exchange, sale,
      lease or exchange of assets, split-up, split-off, spin-off, reorganization
      or liquidation to which the Company is a party and which involves the
      transfer of all, or substantially all, of the assets of the Company, or
      (ii) the transfer by one or more shareholders, in one transfer or several
      related transfers, of 50% of more of the common shares outstanding on the
      date of such transfer (or the first of such related transfers) to persons,
      other than wholly-owned subsidiaries or family trusts, who were not
      shareholders of the Company prior to the first such transfer;
      or

            


    

    


    
      	
            	
              (c)

            	
              the
      effective date of a merger, sale, split-off, spin-off, reorganization or
      other transaction as a result of which a Subsidiary that employs the
      Participant ceases to be a Subsidiary whose are eligible to participate in
      the Plan (provided that Participant is employee of such Subsidiary
      immediately prior to such effective
date).

            


    

    


    


    8.        
 Market Stand-off.  The Participant
agrees, in connection with any public equity offering by the Company, (a) not to
sell or otherwise dispose of any securities of the Company acquired pursuant to
this Agreement in conformance with terms of the lock-up or similar agreement
proposed by the underwriters for such offering and (b) to execute an agreement
in the form proposed; provided that (x) substantially all of the Company’s
officers and directors enter into identical agreements, (y) the restrictive
period does not exceed 180 days following the offering, and (z) the
failure to execute a form of agreement shall not affect the enforceability of
this covenant. To enforce this covenant, the Company may impose stop-transfer
instructions with respect to the securities of the Participant until the end of
the restrictive period.

    


    9.        
 Conditions on
Obligations.  The Participant understands and agrees that the
Company shall cause the legend set forth below, or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the shares of Restricted Stock together with any other legends that may be
required by the Company or by state or federal securities laws:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RESTRICTED STOCK
AGREEMENT AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE
ENCUMBERED EXCEPT AS PERMITTED BY A CERTAIN RESTRICTED STOCK AGREEMENT WITH THE
COMPANY, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
COMPANY.

    


    10.        
 Stop-Transfer
Notices.  The Participant agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent.

    


    11.        
 Refusal to
Transfer.  The Company shall not be required during the
Restricted Period (i) to transfer on its books any shares of Restricted Stock
that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement or (ii) to treat as owner of such shares of
Restricted Stock or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such shares of Restricted Stock shall have
been so transferred.

    


    12.        
 No Right to Employment or
Service.  Participation in
the Plan and acceptance of the grant of securities pursuant to this Agreement by
the Participant is entirely voluntary and not obligatory and does not constitute
a condition of employment, appointment or engagement to provide
services.  Nothing in the Plan or this Agreement shall (i) confer upon
the Participant any right to be continued in the employment of the Company or
any Subsidiary or interfere in any way with the right to terminate the
Participant’s employment at will at any time, for any reason, with or without
cause, or to decrease the Participant’s compensation or benefits, or
(ii) confer upon the Participant any right to be retained or employed by
the Company or any Subsidiary or to the continuation, extension, renewal or
modification of any compensation, contract or arrangement with or by the Company
or any Subsidiary.

    


    13.        
 Successors of
Company.  This Agreement shall be binding upon, and inure to
the benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
substantially all of the Company's assets and business.

    


    14. 
        Notices.  Any notices under
this Agreement must be in writing and will be effective when actually delivered
or, if mailed, three days after deposit into the United States mail postage
prepaid.  Mail shall be directed to the addresses stated on the
signature page of this Agreement or to such address as a party may certify
by notice to the other party.

    


    15.     
   Amendments.  The Company may
at any time amend this Agreement if the amendment does not adversely affect the
Participant.  Otherwise, this Agreement may not be amended without the
written consent of the Participant and the Company.

    


    16.  
      Governing Law.  This Agreement
shall be governed by the laws of the state of  Nevada.

    


    17.     
   Complete
Agreement.  This Agreement
constitutes the entire agreement between the Participant and the Company, both
oral and written concerning the matters addressed herein, and all prior
agreements or representations concerning the matters addressed herein, whether
written or oral, express or implied, are terminated and of no further
effect.

    


    18. Tax
Consultation.  The Participant understands that he or she may
suffer adverse tax consequences as a result of the purchase or disposition of
the shares of Restricted Stock.  The Participant represents that he or
she has consulted with any tax consultants he or she deems advisable in
connection with the purchase or disposition of the shares of Restricted Stock
and that he or she is not relying on the Company for any tax
advice.

    


    


    [intentionally
left blank; signature page follows]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    In
witness whereof, the parties have executed this Restricted Stock Agreement as of
the Grant Date.

    


    


    
      	
              Altair
      Nanotechnologies Inc.

               

               

              By:
      _________________________________

               

               

              Its:
      _________________________________

               

               

              Address:

              204
      Edison Way

              Reno,
      NV  89502

               

               

            	
              Participant

               

               

              ____________________________________

              (Signature)

               

              ____________________________________

              (Print
      Name)

               

              Address:

              _____________________________________

              _____________________________________

              _____________________________________