Form of Restricted Stock Agreement

ALTAIR NANOTECHNOLOGIES INC.

2005 STOCK INCENTIVE PLAN



RESTRICTED STOCK AGREEMENT



This Restricted Stock Agreement (this "Agreement") is between Altair Nanotechnologies Inc., a Canadian corporation, (the "Company"), and [ ___________________ ] (the "Participant") pursuant to the Company's 2005 Stock Incentive Plan (the " Plan"). The Company and the Participant agree as follows:



1. Terms of Award . The following terms used in this Agreement shall have the meanings set forth in this paragraph 1:


(a) The "Grant Date" is ____________________________.





(b) The number of shares of "Restricted Stock" awarded under this Agreement shall be ______________________ common shares of the Company. Shares of "Restricted Stock" are common shares of the Company.

(c) With respect to all shares of Restricted Stock, the "Restricted Period" shall begin on the Grant Date. The Restricted Period with respect to each Installment (as identified in the table below) shall end on the Vesting Date (as identified in the table below) applicable to such Installment:




INSTALLMENT VESTING DATE

APPLICABLE TO

INSTALLMENT


2. Award . The Participant is hereby granted the number of shares of Restricted Stock set forth in paragraph 1.



3. Dividends and Voting Rights . The Participant shall be entitled to receive any dividends paid with respect to shares of Restricted Stock that become payable during the Restricted Period (as defined below); provided, however, that no dividends shall be payable to or for the benefit of the Participant for shares of Restricted Stock with respect to record dates occurring prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Participant has forfeited those shares of Restricted Stock. The Participant shall be entitled to vote the shares of Restricted Stock during the Restricted Period to the same extent as would have been applicable to the Participant if the Participant was then vested in the shares; provided, however, that the Participant shall not be entitled to vote the shares with respect to record dates for such voting rights arising prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Participant has forfeited those shares of Restricted Stock.



4. Deposit of Shares of Restricted Stock . Each certificate issued in respect of shares of Restricted Stock granted under this Agreement shall be registered in the name of the Participant and shall be held by the Company until the earlier to occur of (a) the Date Termination (as defined below), in which case it shall be returned to the Company and cancelled, and (b) the Vesting Date with respect to the shares of Restricted Stock represented by such certificate, in which case the legends required by Section 9 shall be removed and (contingent upon the payment by the Participant to the Company in cash or by check of an amount equal to the amount the Company is required to withhold under governing tax laws with respect to such Restricted Stock) the certificate shall be conveyed to the Participant . The grant of Restricted Stock is conditioned upon the Participant endorsing in blank a stock power for the Restricted Stock. The "Date of Termination" shall be the first day occurring on or after the Grant Date on which the Participant is not employed by, or serving as a director of, the Company or any consolidated subsidiary of the Company (a "Subsidiary"), regardless of the reason for the termination of employment or service. A termination of employment or service shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries, and the Participant's employment or service shall not be considered terminated while the Participant is on a leave of absence from the Company or a Subsidiary approved by the Participant's employer.




















5. Prohibitions on Transfer . No shares of Restricted Stock may be sold, assigned, transferred, pledged or otherwise encumbered until the expiration or term ...