EXHIBIT 10.4
FORM OF RESTRICTED STOCK AGREEMENT
EMPLOYEE
GATEWAY ENERGY CORPORATION
2007 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Date
of Grant:
-------------------
Number of Shares of Restricted
Stock Granted:
(
)
-------------------
This Agreement dated ____________________, is made by and
between
Gateway Energy Corporation, a Delaware corporation (the "Company"),
and
________________ ("Participant").
RECITALS:
A. Effective May 23, 2007, the Company's shareholders approved
the
Gateway Energy Corporation 2007 Equity Incentive Plan (the "Plan")
pursuant to
which the Company may, from time to time, grant Restricted Shares
to eligible
Employees of the Company.
B. Participant is an Employee of the Company or one of its
Affiliates
and the Company desires to encourage him/her to own Shares and to
give him/her
added incentive to advance the interests of the Company, and
desires to grant
Participant Restricted Shares of the Company under the terms and
conditions
established by the Committee.
AGREEMENT:
In consideration of the mutual covenants contained herein and
other
good and valuable consideration, the receipt of which is hereby
acknowledged,
the parties agree as follows:
1. Incorporation of Plan. All provisions of this Award Agreement
and
the rights of Participant hereunder are subject in all respects to
the
provisions of the Plan and the powers of the Committee therein
provided.
Capitalized terms used in this Agreement but not defined shall have
the meaning
set forth in the Plan.
2. Grant of Restricted Shares. Subject to the conditions and
restrictions set forth in this Agreement and in the Plan, the
Company hereby
grants to Participant that number of Shares identified above
opposite the
heading "Number of Restricted Shares Granted" (the "Restricted
Shares").
3. Restrictions on Transfer/Vesting Date. Subject to any
exceptions
set forth in this Agreement or in the Plan, the Restricted Shares
or the rights
relating thereto may not be sold, transferred, gifted, bequeathed,
pledged,
assigned, or otherwise alienated or hypothecated, voluntarily or
involuntarily,
<PAGE>
prior to the vesting date(s) for such Restricted Shares (the
"Vesting Date"), as
identified below. On the applicable Vesting Date for the designated
number of
Restricted Shares, the restriction on transfer and risk of
forfeiture on such
Restricted Shares shall lapse and the Restricted Shares, if not
previously
forfeited pursuant to Section 4 below, will become freely
transferable under
this Agreement and the Plan, subject only to such further
limitations on
transfer, if any, as may exist under applicable law or any other
agreement
binding upon Particip
