Exhibit
10.4

    


    MEDIANET
GROUP TECHNOLOGIES, INC.

     

    Restricted Stock Award
Agreement for Executive Officers

     

    Four
Million Four Hundred Thousand Shares of Restricted Stock

     

    THIS AGREEMENT (this
“Agreement”) dated as of September 30, 2010, between MEDIANET GROUP TECHNOLOGIES,
INC., a Nevada corporation (the “Company”) and Andreas Kusche
(“Participant”) is made pursuant and subject to the provisions of the Company’s
2010 Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been
made available to Participant.  All terms used herein that are defined
in the Plan have the same meaning given them in the Plan.

     

    1.   
        Award of
Stock.  Pursuant to the Plan, the Company, on September 30,
2010 (the “Date of Grant”) granted to Participant, subject to the terms and
conditions of the Plan and subject further to the terms and conditions herein
set forth, an Award of five million shares of Restricted Stock.

     

    2.  
         Restrictions.  The
shares of Restricted Stock are nontransferable and are subject to forfeiture
until vested.

     

    3. 
          Vesting.  Subject
to paragraphs 4 through 7 below, Participant’s interest in the shares of
Restricted Stock shall become transferable and nonforfeitable (“Vested”) as
follows:

    


     (a)           One million (1,000,000) of the shares of Restricted
Stock shall become vested on September 30, 2010;

    


     (b)           Five hundred thousand (500,000) of the shares of
Restricted Stock will vest at the end of each of the eight calendar quarters
immediately following September 30, 2010.

    


    4.   
        Death or
Disability.  In the event of Participant’s death or Disability
(as defined in the Plan) while employed by the Company and prior to the
forfeiture of the shares of Restricted Stock under paragraph 7, all shares of
Restricted Stock that are not then Vested shall become Vested as of the date of
Participant’s termination from the employ of the Company on account of death or
Disability.

     

    5.        
   Termination Without Cause
and Resignation for Good Reason.  In the event Participant is
terminated from the employ of the Company without Cause (“Termination Without
Cause) or resigns from the employ of the Company for Good Reason (“Resignation
for Good Reason”), all shares of Restricted Stock that are not then Vested shall
become Vested as of the date of Participant’s termination from the employ of the
Company on account of Termination Without Cause or Resignation for Good Reason,
as applicable.  For purposes of this Agreement, the term “Cause” shall
mean (i) an action or omission of the Participant which constitutes a willful
and material breach of, or failure or refusal (other than by reason of his
disability) to perform his duties under, an employment or other agreement which
is not cured within fifteen (15) days after receipt by the Participant of
written notice of same, (ii) fraud, embezzlement, misappropriation of funds or
breach of trust in connection with Participant’s services under an employment or
any other agreement, (iii) conviction of a felony or any other crime which
involves dishonesty or a breach of trust, or (iv) gross negligence in connection
with the performance of the Participant’s duties under an employment or other
agreement, which is not cured within fifteen (15) days after written receipt by
the Participant of written notice of same.  For purposes of this
Agreement, the term “Good Reason” shall mean (i) the assignment to the
Participant of any duties or responsibilities inconsistent in any respect with
the Participant’s position or a similar position in the Company or one of its
subsidiaries, as contemplated by an employment or other agreement, or any other
action by the Company which results in a substantial and compelling diminution
in such position, authority, duties or responsibilities, excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company within fifteen (15) days  after
receipt of notice thereof given by the Participant; (ii) any failure by
the  Company to comply with any of the provisions regarding
compensation or benefit programs under an employment or other agreement, other
than an isolated, insubstantial and inadvertent failure not occurring in bad
faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Participant; (iii) the Company’s requiring the Participant
to be based at any office or location outside of the area for which Participant
was originally hired to work except for travel reasonably required in the
performance of the Participant’s responsibilities.  For purposes of
this Section 5, any good faith determination of “Good Reason” made by the Board
of Directors of the Company shall be conclusive.

     

    
      
         

      

      
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    6.      
     Change in
Control.  Notwithstanding any other provision of this
Agreement, all shares of Restricted Stock not previously forfeited shall become
Vested upon a Change in Control (as such term is defined in Section 13.2 of the
Plan).

     

    7.       
    Forfeiture.  Upon
the Participant’s termination of employment with the Company (and all
affiliates) for any reason (other than on account of the Participant’s death or
becoming Permanently and Totally Disabled or the Participant’s Termination
Without Cause or Resignation for Good Reason.), all non-Vested shares of
Restricted Stock granted under this Agreement shall be forfeited as of the date
of termination and the escrow shall be terminated.

     

    8.    
       Escrow for Restricted
Shares.

     

       
Until the Restricted Stock is Vested, the underlying shares shall be held by the
Company in escrow.  Upon becoming vested, a share certificate for the
newly vested shares shall be delivered to the Participant as soon as
administratively feasible after the date of vesting.

     

       
Subject to the requirements of Paragraph 9, the Participant shall have all the
rights of a shareholder with respect to the shares held in escrow, including the
right to vote the shares and to receive all dividends and other distributions
paid with respect to the shares.

     

       
Any shares held in escrow under this Agreement shall be held, and a certificate
shall be issued, in the name of the Participant.  The Participant does
hereby irrevocably constitute and appoint the Company’s Chief Financial Officer
and Controller as Participant’s attorney to transfer any forfeited shares on the
books of the Company with full power of substitution in the
premises.  The Chief Financial Officer and/or the Controller shall use
the authority granted in this paragraph 8 to cancel any shares of Restricted
Stock that are forfeited.

     

    9.        
   Share Distributions and
Dividends.  If a dividend or other distribution declared with
respect to Company shares is payable in shares, any shares distributed with
respect to the shares of Restricted Stock held in escrow hereunder also shall be
held in escrow subject to the same terms and restrictions applicable to the
escrowed shares to which such distribution relates.  If the Shares
held in escrow shall be changed into or exchangeable for a different number or
kind of stock or other securities of the Company or other corporation (whether
through reorganization, reclassification, recapitalization, stock split-up,
merger or otherwise), such substituted stock or other securities shall be held
in escrow subject to the same terms and restrictions as were applicable to the
replaced shares of Restricted Stock.

     

    10.    
     Confidentiality and
Non-Competition.  Notwithstanding any other provision of this
Agreement, any Restricted Stock granted pursuant to this Agreement or the
proceeds from the sale of any shares of Vested Restricted Stock shall be
forfeited by you if you engage in any conduct that violates any non-competition,
confidentiality or non-solicitation provisions (a) under your employment or
other agreement with the Company (or any of its affiliates or subsidiaries) or
(b) that are otherwise applicable to your employment with the Company (or
any of its affiliates or subsidiaries).  You acknowledge that this
grant constitutes good, valuable and sufficient consideration for your
performance of those provisions.

     

    11.    
     Fractional
Shares.  A fractional share shall not be issued hereunder, and
when any provision hereof may cause a fractional share to be issued, any such
fractional share shall be disregarded.

     

    
      
         

      

      
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    12.      
    Financial Restatements Due
to Intentional Misconduct or Gross Negligence

     

     (a)           In
the event that the Board of Directors determines (the “Board Determination”)
that the Participant’s intentional misconduct or gross negligence directly or
indirectly caused or contributed to a restatement of the Company’s consolidated
financial statements due to the material non-compliance of the Company with any
financial reporting requirement under the U.S. federal securities laws, whether
such restatement is required by law or the Board of Directors determines, in its
discretion, such restatement is necessary or desirable to serve the best
interests of the Company, then any shares of Restricted Stock that are not yet
Vested that were granted during the three month period prior to or the nine
month period following the first public issuance or filing with the Securities
Exchange Commission (whichever occurs first) of the incorrect financial
statements shall be immediately and irrevocably forfeited without any payment
therefor. In addition, for any shares of Restricted Stock that became vested
during the nine month period following the first public issuance or filing with
the Securities Exchange Commission (whichever occurs first) of the incorrect
financial statements (“Covered Vested Shares”):

     

    (i)           to
the extent that such Covered Vested Shares have not been sold or otherwise
transferred by the Participant at the time the Company demand is made, such
Covered Vested Shares shall be immediately and irrevocably forfeited without any
payment therefor;

     

    (ii)          to
the extent that such Covered Vested Shares have been sold, the Participant shall
be required to repay or otherwise reimburse the Company, upon demand, an amount
in cash or Common Stock equal to the aggregate proceeds received from such sale
of such Covered Vested Shares; and

     

    (iii)         to
the extent that such Covered Vested Shares have been transferred otherwise than
for value (ex. a transfer by gift, a transfer upon death), the Participant shall
be required to repay or otherwise reimburse the Company, upon demand, an amount
in cash or Common Stock equal to the greatest of (a) the Fair Market Value (as
defined in the Plan) of such Covered Vested Shares on the date the Covered
Vested Shares became vested, (b) the Fair Market Value of such Covered Vested
Shares on the date the Covered Vested Shares were transferred and (c) the Fair
Market Value of such Covered Vested Shares on the date of the Board
Determination.

     

     (b)           This
section does not constitute the Company’s exclusive remedy for the Participant’s
commission of intentional misconduct or gross negligence.  The Company
may seek any additional legal or equitable remedy, including injunctive relief,
for any such violations. The provisions in this section are essential economic
conditions to the Company’s grant of Restricted Stock to the Participant. By
receiving the grant of Restricted Stock hereunder, the Participant agrees that
the Company may deduct from any amounts it owes the Participant from time to
time (such as wages or other compensation, deferred compensation credits,
vacation pay, any severance or other payments owed following a Termination of
Employment, as well as any other amounts owed to the Participant by the Company)
to the extent of any amounts the Participant owes the Company under this
section. The provisions of this section and any amounts repayable by the
Optionee hereunder are intended to be in addition to any rights to repayment the
Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other
applicable law.

     

    13.           No Right to Continued
Employment.  Neither the Plan nor this Agreement shall confer
upon you any right to continue in the employ of (or any other relationship with)
the Company or any subsidiary, affiliate, or parent thereof, or limit in any
respect the right of the Company or any subsidiary, affiliate, or parent thereof
to terminate your employment or other relationship with the Company or any
subsidiary, affiliate, or parent thereof, as the case may be, at any
time.

     

    14.           Adjustments.  In
the event that, after the date hereof, the outstanding shares of the Company's
common stock shall be increased or decreased or changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or of another corporation through reorganization, merger or consolidation,
recapitalization, reclassification, stock split, split-up, combination or
exchange of shares or declaration of any dividends payable in common stock, the
Committee shall appropriately adjust the number of shares of Restricted Stock
(to the nearest possible full share), and such adjustment shall be effective and
binding for all purposes of this Agreement and the Plan.

     

    
      
         

      

      
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    15.           Governing
Law.  Except as otherwise required by applicable law, this
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida, but without regard to the principle of conflict of laws
thereof.  If any one or more provisions of this Agreement shall be
found to be illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.

     

    16.           Plan
Documents.  This Agreement is qualified in its entirety by
reference to the provisions of the Plan, as amended from time to time, which are
hereby incorporated herein by reference.  Capitalized terms not
defined herein shall have the meaning ascribed to them in the
Plan.  However, notwithstanding the above, no Plan amendment may
deprive you of any Restricted Stock theretofore granted under the Plan without
your consent, and no Plan amendment requiring shareholder approval (if any) may
be made without such shareholder approval.  The interpretation and
construction by the Committee of the Plan, this Agreement, the Restricted Stock
granted hereunder, and such rules and regulations as may be adopted by the
Committee for the purpose of administering the Plan, shall be final and binding
upon you.  Until the Restricted Stock shall expire, terminate, or Vest
in full, the Company shall, upon written request therefor, send a copy of the
Plan, in its then-current form, to you or any other person or entity then
entitled to the Restricted Stock.

     

    17.           Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company and upon the legal
representatives, executors, administrators, heirs, legatees and any permitted
assignee of the Participant.

     

    18.           Section 83(b)
Election.  The Participant may make a Section 83(b) election to
treat the shares of Restricted Stock granted to him under Paragraph 1 as taxable
income at the time of transfer under this Agreement.

     

    19.           Tax
Withholding.  Participant shall make arrangements, satisfactory
to the Company, for the satisfaction of income and employment tax withholding
requirements related to the Restricted Stock.  In accordance with such
procedures as may be established by the Committee, Participant may surrender
shares of common stock, including shares of Vested Restricted Stock, in
satisfaction of the tax withholding requirement; provided, however, that the
number of shares to be surrendered or withheld shall be determined using the
minimum rate at which income and employment taxes must be withheld and the Fair
Market Value of common stock as of the date of withholding.

     

    20.           Notices.  All
notices and other communications required or permitted hereunder shall be in
writing and deemed to have been received on the date of delivery if delivered by
hand or overnight express, or three days after the date of posting if mailed by
registered or certified mail, postage prepaid, addressed to the Company, c/o
General Counsel, at 5200 Town Center Circle, Suite 601, Boca Raton, Florida
33486, and to Participant at Participant’s address as set forth on the signature
page hereto (or such other address to which the Company or you hereby notify the
other party hereto to send such notices and communications).  Such
notices and other communications shall not be considered delivered until
actually received or deemed received pursuant to this Section 20.

     

    21.           Further
Assurances.  The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.

     

    22.           Entire Agreement.
This Agreement constitutes the entire agreement between the Company and
Participant and supersedes any prior agreements and understandings, oral or
written, between the Company and you concerning the subject matter of this
Agreement.

     

    23.           Construction.  The
section headings contained in this Agreement are for reference only and shall
have no effect on the interpretation of any of the provisions of this
Agreement.

     

    24.           Amendment.  This
Agreement may (except as provided in the Plan) only be amended, altered or
modified by a written instrument signed by the parties hereto, or their
respective successors, and it may not be terminated (except as provided herein
or in the Plan).

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the
Company has caused this Agreement to be signed by a duly authorized officer, and
Participant has affixed his signature hereto.

     

    
      
        
          
            
              
                
                  
                    	
                            MEDIANET GROUP
      TECHNOLOGIES, INC.

                          	 
	 
      	 
	
                            By:

                          	 
      	 
	 
      	 
	
                            EMPLOYEE

                          	 
	 
      	 
	
                                
        

                          	 
	
                            Andreas
      Kusche

                          	 
	Address: 	 


                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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