EXHIBIT 10.5
FORM OF RESTRICTED STOCK AGREEMENT
NON-EMPLOYEE DIRECTOR
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
non-Employee directors of the Company.
B.
Participant is a non-Employee director 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,
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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
