RESTRICTED STOCK AWARD AGREEMENTAND TANDEM GRANT OF STOCK APPRECIATION RIGHTS

Exhibit 10.2

CELLSTAR CORPORATION

RESTRICTED STOCK AWARD AGREEMENT AND TANDEM GRANT OF

STOCK APPRECIATION RIGHTS

1. Award of Restricted Stock and Grant of Stock Appreciation Rights . Pursuant to the CellStar Corporation 2003 Long-Term Incentive Plan (the “ Plan ”), CellStar Corporation, a Delaware corporation (the “ Company ”), hereby grants to

Robert A. Kaiser

(the “ Participant ”)

an award of Restricted Stock under the Plan (the “ Restricted Stock Award ”) for 142,025 shares of Common Stock of the Company (the “ Awarded Shares ”) and, in tandem with such Restricted Stock Award, Stock Appreciation Rights relating to the Awarded Shares (the “ Stock Appreciation Rights ” or “ SARs ”, and such SARs along with the Restricted Stock Award shall be referred to herein as the “ Award ”), all upon and subject to the terms and conditions set forth in this Award Agreement (the “ Agreement ”). The Participant will pay no purchase price for the Restricted Stock or the SARs granted hereunder.

2. Date of Grant . The Date of Grant of the Award is May 2, 2005.

3. Subject to Plan . The Award and this Agreement are subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent not otherwise inconsistent with the provisions of this Agreement. Except as otherwise provided herein, the capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan. The Award is subject to any rules promulgated pursuant to the Plan by the Board or the Committee and communicated to the Participant in writing.

4. Vesting .

a. Restricted Stock . Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows:

i. 47,342 shares shall vest on the first anniversary of the Date of Grant, provided the Participant is employed by the Company or a Subsidiary on that date.

ii. An additional 47,342 shares shall vest on the second anniversary of the Date of Grant, provided the Participant is employed by the Company or a Subsidiary on that date.

iii. An additional 47,341 shares shall vest on the third anniversary of the Date of Grant, provided the Participant is employed by the Company or a Subsidiary on that date.

Notwithstanding the foregoing, all of the unvested Awarded Shares shall vest as of, and in the event of, the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Termination of Service as a result of his or her Total and Permanent Disability; (iii)

the Participant’s Termination of Service by the Company or a Subsidiary without Cause (as defined below); or (iv) a Change of Control.

b. Stock Appreciation Rights . Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the SARs shall vest and available for exercise as of, and in the event of, the occurrence of any of the following events, provided that such events must occur on or before 5 p.m. on December 31, 2005: (i) the Participant’s death; (ii) the Participant’s Termination of Service as a result of his or her Total and Permanent Disability; (iii) Participant’s Termination of Service by the Company or a Subsidiary without Cause (as defined below); or (iv) a Change of Control.

For purposes of this Section 4 , “ Cause ” shall mean the occurrence of any of the events for which the Participant’s employment may be terminated for cause as described in Section 1.5(b) in that certain amended and restated employment agreement (the “Employment Agreement”) by and among the Company, CellStar, Ltd., a Texas limited partnership, and the Participant, effective as of May 1, 2004.

For purposes of this Section 4 , a “ Change of Control ” shall be deemed to have occurred upon the occurrence of any of the change of control events described in Section 1.7(a) in the Employment Agreement. The foregoing notwithstanding, in the event it is determined that the definition of Change of Control as described herein would result in a violation of Section 409A of the Code, and as a result this Award (or portion thereof) would be subject to the taxes described in Section 409A(a)(1) of the Code, then, (i) in lieu of the definition of Change of Control specified herein and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of Change of Control for purposes of this Award shall be the definition provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

a. Restricted Stock . If the Awarded Shares have not become 100% vested in accordance with Section 4.a. , all unvested Awarded Shares shall be forfeited at 5 p.m. on the date of the Participant’s Termination of Service. In addition, the Participant shall immediately forfeit vested Awarded Shares to the extent the Participant exercises or has exercised the SARs for cash. Upon any forfeiture, all rights of the Participant with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligation on the part of the Company.

b. Stock Appreciation Rights . If the SARs have not become 100% vested in accordance with Section 4.b. , the unvested SARs shall be forfeited on the earliest to occur of: (i) 5 p.m. on December 31, 2005, (ii) 5 p.m. on the date of the Participant’s Termination of Service by the Company or a Subsidiary for Cause, or (iii) 5 p.m. on the date of the Participant’s voluntary Termination of Service other than for Total and Permanent Disability. In addition, any vested SARs that have not been exercised shall be forfeited at 5 p.m. on December 31, 2005. Upon any forfeiture, all rights of the Participant with respect to the forfeited SARs shall cease and terminate, without any further obligation on the part of the Company.

a. Method of Exercise . The Participant may exercise vested SARs at any time prior to the termination of the SARs in accordance with Section 5.b. above by the delivery of written notice to the Committee setting forth the number of vested SARs which are to be exercised and the date of exercise thereof (the “ Exercise Date ”) which shall be a date not less than three (3) business days after giving such notice, unless an earlier date and time shall have been mutually

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agreed upon. On the Exercise Date, the Participant shall receive from the Company in exchange for the exercised SARs a cash payment in an amount equal to the Fair Market Value as of the Exercise Date of a share of Common Stock, multiplied by the total number of SARs being surrendered pursuant to the SARs’ exercise. In no event shall such delivery of cash to the Participant occur later than March 15, 2006.

b. No Fractional Shares . SARs may be exercised only with respect to full shares, and no cash payment with respect to a fractional share of stock shall be paid.

c. Who May Exercise . Subject to the terms and conditions set forth in Sections 4.b. and 5.b. above, during the lifetime of the Participant, SARs may only be exercised by the Participant or his guardian or legal representative. If the Participant dies prior to the dates specified in Section 5.b. above without having exercised all of his or her then-vested SARs, the following persons may exercise the exercisable portion of the SARs on behalf of the Participant at any time prior to the earliest of the dates specified in Section 5.b. hereof: the personal representative of his or her estate or any person who acquired the right to exercise the SARs by bequest or inheritance or by reason of the death of the Participant; provided that the SARs shall remain subject to the other terms of this Agreement, the Plan and all applicable laws, rules, and regulations.

d. No Rights as Shareholder . The Participant will have no rights as a shareholder of the Company with respect to any SARs.

e. Adjustment of Number of Shares and Related Matters . The number of shares of Common Stock covered by the SARs shall be subject to adjustment in accordance with Articles 13—15 of the Plan and Section 19 below.

a. Voting . The Participant, as record holder of the Awarded Shares, has the exclusive right to vote, or consent with respect to, such Awarded Shares until such time as the Awarded Shares are transferred in accordance with this Agreement or a proxy is granted pursuant to Section 7.d. below; provided , however , that this Section 7.a. shall not create any voting right where the holders of such Awarded Shares otherwise have no such right.

b. Legend . The following legend shall be placed on all certificates representing Awarded Shares (in addition to any legend required under applicable state securities laws):

On the face of the certificate:

“TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE.”

On the reverse:

“THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN CELLSTAR CORPORATION 2003 LONG-TERM INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY IN

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CARROLTON, TEXAS. NO TRANSFER OR PLEDGE OF THE SHARES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN.”

The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws:

“SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE WITH SUCH LAWS, AND UPON EVIDENCE SATISFACTORY TO THE COMPANY OF COMP