ENVIRONMENTAL POWER CORPORATION
RESTRICTED STOCK AGREEMENT
AGREEMENT made this 15 th day of March, 2004, between Environmental Power Corporation, a Delaware corporation (the
“Company”), and R. Jeffrey Macartney (the “Stockholder”).
For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:
1. Shares Subject to Agreement .
The Company will issue to the Stockholder, pursuant to the terms of the Company’s Amended and Restated 2003
Incentive Compensation Plan (the “Plan”), 12,404 shares (the “Shares”) of the common stock, $0.01 par value per share, of the
Company (“Common Stock”). The Stockholder agrees that the Shares shall be subject to the forfeiture provisions set forth in
Section 2 of this Agreement and the restrictions on transfer set forth in Section 3 of this Agreement.
2. Forfeiture .
(a) In the event that the Stockholder ceases to serve as a consultant to or employee or director of the Company for any
reason or no reason, with or without cause, prior to March 31, 2006, the Unvested Shares (as defined below) shall automatically
be forfeited to and reacquired by the Company (the “Forfeiture Right”). The forfeiture of some or all of the Shares may be
waived by the Company at any time in its sole and absolute discretion.
(b) “Unvested Shares” means the total number of Shares multiplied by the Applicable Percentage at the time the Forfeiture
Right becomes exercisable by the Company. The “Applicable Percentage” shall be: (i) 100%, less 25% for each full calendar
quarter of service completed by the Stockholder with the Company from and after March 31, 2005, and (ii) zero on or after March
(c) For purposes of this Agreement, service with the Company shall include service with a parent or subsidiary of the
3. Restrictions on Transfer .
The Stockholder shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or