RESTRICTED STOCK AGREEMENT UNDER
RESTATED REMOTE DYNAMICS, INC.
2004 MANAGEMENT INCENTIVE PLAN
THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is made as of November 7, 2005 ,
between Remote Dynamics, Inc., a Delaware corporation (the “Company”), and Neil Read, an individual
residing 6720 Branch Trail, Frisco, Texas, 75035 (“Executive”).
The Company has adopted the Remote Dynamics, Inc. 2004 Management Incentive Plan, amended (the
“Plan”), a copy of which is attached hereto as Exhibit A, and all of the terms and provisions of which are
incorporated herein by reference and made a part hereof. All capitalized terms used but not defined in this
Agreement have the meanings set forth in the Plan.
The Company has determined that it would be in the best interests of the Company and its shareholders to
make the grant of stock provided for herein to the Executive to recognize the Executive’s value to the Company
via the award of a proprietary interest in the future of the Company.
NOW THEREFORE , in consideration of the mutual covenants hereinafter set forth, the parties hereto
agree as follows:
1. Grant of Restricted Stock . The Company hereby grants to the Executive, on the terms and conditions
hereinafter set forth 20,000 shares of Common Stock, $0.01 par value per share, of the Company (the
2. Effective Date and Vesting .
A. The Effective Date of the grant of Restricted Stock shall be September 21, 2005 .
B. One third of the shares of Restricted Stock granted to the Executive hereunder, subject to the other
terms and conditions set forth herein, shall become vested on the attainment of each of the performance
criteria listed on the attached Exhibit B (the “Vesting Dates”).
C. Upon the death (other than by suicide) or Permanent Disability of Executive, fifty percent (50%) of the
Restricted Stock not yet vested at the time of death or Permanent Disability shall vest as of the date of