RESTRICTED STOCK AGREEMENT UNDER
REMOTE DYNAMICS, INC.
2004 MANAGEMENT INCENTIVE PLAN
THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of July 2, 2004, between Remote
Dynamics, Inc., a Delaware corporation (the "Company"), and W. MICHAEL SMITH, an individual residing
3236 Langley Drive, Plano, Texas 75025 ("Executive").
The Company has adopted the Remote Dynamics, Inc. 2004 Management Incentive Plan (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
1. GRANT OF RESTRICTED STOCK. The Company hereby grants to the Executive, on the terms and
conditions hereinafter set forth 100,000 shares of Common Stock, $0.01 par value per share, of the Company
(the "Restricted Stock").
2. EFFECTIVE DATE AND VESTING.
A. The Effective Date of the grant of Restricted Stock shall be July 2, 2004.
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 death or
Permanent Disability; provided that, if it is no longer poss