EXHIBIT 10.1
 
                           METRETEK TECHNOLOGIES, INC.
 
                        INCENTIVE STOCK OPTION AGREEMENT
                            1998 STOCK INCENTIVE PLAN
 
      This INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is effective as of
the date set forth as the Grant Date in the attached Notice of Stock Option
Grant (the "Grant Date"), by and between Metretek Technologies, Inc., a Delaware
corporation (the "Company"), and the individual named as the Optionee in the
attached Notice of Stock Option Grant (the "Optionee").
 
                                    Recitals
 
      WHEREAS, the Company has adopted the Metretek Technologies, Inc. 1998
Stock Incentive Plan (as amended and/or restated from time to time, the "Plan");
and
 
      WHEREAS, pursuant to the provisions of the Plan, the Board of Directors of
the Company (the "Board") has authorized a grant to the Optionee of an option to
purchase shares of Common Stock, par value $.01 per share (the "Common Stock"),
of the Company on the terms and subject to the conditions set forth in this
Agreement;
 
                                    Agreement
 
      NOW, THEREFORE, in consideration of the premises, the parties hereto,
intending to be legally bound hereby, agree as follows:
 
      1.    Grant of Option. Upon the terms and conditions set forth in the
Plan, this Agreement and the attached Notice of Stock Option Grant, all of which
are incorporated herein by this reference the Company grants to the Optionee the
option (the "Option") to purchase the number of shares of Common Stock set forth
on the attached Notice of Stock Option Grant (the "Option Shares") at the
purchase price set forth on the attached Notice of Stock Option Grant (the
"Exercise Price"), which Exercise Price the Board of Directors has determined to
be equal to or greater than the fair market value of the Common Stock on the
Grant Date. Unless otherwise defined herein, all terms defined in the Plan and
used in this Agreement shall have the same respective meanings in this
Agreement. The Option is intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
 
      2.    Vesting of Option. The Option shall vest and become exercisable in
accordance with the vesting schedule set forth in the attached Notice of Stock
Option Grant.
 
      3.    Exercise of Option. The Option may be exercised by the Optionee (or
by any other person permitted by Section 8 hereof to exercise the Option) in
accordance with the following provisions:
 
<PAGE>
 
            (a)   Method of Exercise. The Option may be exercised, in whole or
in part, by giving written notice of exercise to the Company at its principal
executive offices stating the number of Option Shares to be purchased upon such
exercise, accompanied by payment in full of the Exercise Price for the Option
Shares to be purchased. Payment of the Exercise Price shall be made by any of
the following methods, or a combination thereof, at the election of the
Optionee:
 
                  (i)   Cash;
 
                  (ii)  Check, bank draft or money order made payable to the
                        Company;
 
                  (iii) Delivery of shares of Common Stock already owned by the
                        Optionee, surrendered in proper form for transfer and
                        valued at their Fair Market Value (as defined in the
                        Plan) on the date of delivery; or
 
                  (iv)  By irrevocable direction to a securities broker or
                        dealer acceptable to the Company to sell the Option
                        Shares and deliver all or part of the sales proceeds to
                        the Company.
 
            (b)   Delivery of Certificates. After payment in full for the Option
Shares purchased pursuant to the exercise of the Option has been received, the
Company shall deliver to the Optionee properly executed certificates
representing such Option Shares as promptly thereafter as is reasonably
practicable.
 
            (c)   Tax Withholding. In the event that the Company determines that
it is required to withhold any tax as a result of the exercise of the Option,
the Optionee, as a condition to the exercise of this option, shall make
arrangements satisfactory to the Company to enable it to satisfy all withholding
requirements. The Optionee shall also make arrangements satisfactory to the
Company to enable it to satisfy any withholding requirements that may arise in
connection with the vesting or disposition of Option Shares purchased by
exercising this option.
 
      4.    Expiration of the Option.
 
            (a)   Expiration Date. The Option shall expire upon the "Expiration
Date" set forth in the attached Notice of Stock Option Grant (the "Expiration
Date"); provided, however, that if the Optionee ceases to be an employee of the
Company or of any Subsidiary (as defined in the Plan) of the Company prior to
the Expiration Date, then the Optionee's right to exercise the Option, to the
extent it is otherwise then exercisable pursuant to Section 2 hereof, shall be
limited as provided in this Section 4.
 
            (b)   Death. In the event of the death of the Optionee, the Option
may continue to be exercised, to the extent the Option is otherwise exercisable
on the date of the Optionee's death (and without any further vesting), by the
Optionee's estate, personal representative or beneficiary,
 
<PAGE>
 
until the earlier of the Expiration Date or one year after the date of death, on
which date the Option shall expire.
 
            (c)   Disability. In the event the Optionee's employment with the
Company is terminated due to a "permanent disability" of the Optionee, then the
Option may continue to be exercised, to the extent the Option is otherwise
exercisable on the date of termination of employment (and without any further
vesting), until the earlier of the Expiration Date or one year after the date of
termination, on which date the Option shall expire. For purposes hereof, a
"permanent disability" shall be deemed to be the physical or mental inability of
the Optionee to perform the Optionee's duties to the Company because of a
physical or mental disability expected to last for a continuous period of at
least one year.
 
            (d)   Termination of Employment. In the event the Optionee's
employment with the Company is terminated for any reason other than those
provided in Subsections (b) or (c) above, then the Option may continue to be
exercised, to the extent the Option is otherwise exercisable on the date of
termination (and without any further vesting), until the earlier of the
Expiration Date or the date that is three months after the date of termination
of Optionee's employment, on which date the Option shall expire. For purposes of
this Agreement, an Optionee shall be deemed to be "employed" by the Company so
long as the Optionee is an employee, director, officer, consultant or advisor of
the Company or any Subsidiary (as defined in the Plan) of the Company.
 
            (e)   Transfer to Related Subsidiary. In the event the Optionee
ceases to be an employee of the Company in order to become an employee of any
subsidiary of the Company, or the Optionee ceases to be an employee of any such
subsidiary in order to become an employee of the Company or of another
subsidiary of the Company, then the Optionee shall be deemed to continue as an
employee of the Company for all purposes of this Agreement.
 
      5.    Change In Control. In the event of a "Change in Control" (as defined
in the Plan), subject to the applicable restrictions set forth in the Plan, for
a period of 60 days following a Change in Control, the Optionee may elect to
surrender any outstanding portion of the Option and to receive, in full
satisfaction therefor, a cash payment equal to the value of the Option
calculated on the basis of the Change in Control Price (as defined in the Plan)
of any Option Shares or the Fair Market Value of any property other than Option
Shares relating to such Option; provided, however, that in the case of a Change
in Control described in Section 9(b)(i)(C) or (D) of the Plan, the payment
described in this sentence shall not necessarily be made in cash but instead may
be made in the same form (i.e., cash, shares of Common Stock, other securities
or a combination thereof) as holders of shares of Common Stock receive in
exchange for their shares of Common Stock in the transaction that results in the
Change in Control. The rights of the Optionee in the event of a Change in
Control shall be governed by the Plan.
 
      6.    Adjustments in the Common Stock.
 
            (a)   In the event that any dividend or other distribution (whether
in the form of cash, Shares, other securities or other property),
recapitalization, forward or reverse stock split, reorganization, merger,
consolidation, split-up, combination, spin-off, combination, repurchase,
 
<PAGE>
 
liquidation, dissolution, exchange of shares of Common Stock or other securities
of the Company, or other similar corporate transaction or event affects the
shares of Common Stock such that an adjustment is necessary or determined by the
Board to be appropriate in order to prevent dilution or enlargement of the
Optionee's rights under this Agreement, then the Board shall proportionately
adjust any or all of (i) the number and kind of Option Shares which may
thereafter be issued in connection with the Option; (ii) the number and kind of
Option Shares issued or issuable with respect to outstanding Options; and (iii)
the Purchase Price.
 
            (b)   The grant of this Option shall not affect in any way the right
of the Company to adjust, reclassify, reorganize, or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
 
      7.    Legality of Initial Issuance.
 
            No Option Shares shall be issued upon the exercise of this Option
unless and until the Company has determined that:
 
            (a)   the Company has taken all actions required to register the
Option Shares under the Securities Act or to perfect an exemption from the
registration requirements thereof;
 
            (b)   any applicable listing requirement of any stock exchange or
other securities market on which the Common Stock is listed or traded has been
satisfied; and
 
            (c)   any other applicable provision of state or federal law has
been satisfied.
 
      8.    Transferability of the Option. The Option shall be transferable by
the Optionee only as follows:
 
            (a)   By will or the laws of descent and distribution; or
 
            (b)   Pursuant to a Qualified Domestic Relations Order as defined
under the Code or Title I of the Employee Retirement Income Security Act of
1974.
 
      9.    Plan Controls. This Option is granted pursuant to, and shall be
interpreted in a manner consistent with, the Plan. Any provision of this Option
that is inconsistent or in conflict with any provision of the Plan shall be
deemed to be superseded and governed by the provision of the Plan. All terms and
conditions of the Plan applicable to the Option which are not set forth in this
Agreement shall be deemed to be incorporated herein by this reference. Optionee
acknowledges he has received a copy of the Plan prior to executing this
Agreement.
 
      10.   No Rights As Stockholder Until Exercise. The Optionee shall have no
rights as a stockholder with respect to the Option Shares unless and until such
time as the Optionee has exercised the Option by delivering a properly completed
and executed notice of exercise and has paid in full the Purchase Price for the
number of Option Shares for which the Option is to be so exercised in accordance
with Section 2 hereof and certificates representing the Option Shares have
 
<PAGE>
 
been issued to the Optionee with respect thereto. Except as expressly provided
in the Plan and Section 6 hereof with respect to certain changes in the
capitalization of the Company, no adjustment in the number of Options or the
Purchase Price shall be made for dividends or similar rights for which the
record date is prior to such date of exercise.
 
      11.   No Right to Employment. Nothing contained in the Plan or this
Agreement shall confer, and the grant of the Option shall not be construed as
conferring, upon the Optionee, any right to continue in the employ or service of
the Company or any Subsidiary of the Company or interfering in any way with the
right of the Company or any Subsidiary of the Company to (a) terminate the
Optionee's employment or service at any time, or (b) increase or decrease the
compensation of the Optionee from the rate in existence at the time of granting
the Option.
 
      12.   Compliance with Rule 16b-3. If Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended, or any successor provision applies
to the Optionee or to the grant of the Option pursuant to the Plan to the
Optionee, then the grant of the Option hereunder is intended to be in compliance
with one or more of the exemptions provided in Rule 16b-3.
 
      13.   Miscellaneous.
 
            (a)   Notices. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed given when sent by first
class certified or registered mail, postage prepaid, return receipt requested,
or by personal delivery, addressed as follows:
 
                  (i)   If to the Company, at its principal executive offices;
                        or
 
                  (ii)  If to the Optionee, at the address set forth below his
                        signature on the attached Notice of Stock Option Grant.
 
The addresses for such notices may be changed from time to time by written
notice given in the manner provided for herein.
 
            (b)   Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to provisions governing conflicts of laws.
 
            (c)   Entire Agreement.This Agreement (along with the Plan)
constitutes the entire agreement and understanding between the parties hereto
regarding the subject matter hereof, and supersedes all prior written or oral
agreements, understandings and communications between the parties related to the
subject matter of this Agreement.
 
            (d)   Amendment. This Agreement may be modified, amended or
rescinded only by a written Agreement executed by all parties hereto.
 
<PAGE>
 
            (e)   Severability. If any provision of the Plan, this Agreement or
the Option is or becomes or is deemed to be invalid, illegal or unenforceable in
any jurisdiction, or would disqualify the Plan, this Agreement or the Option
under any law, this Agreement and the Option shall be deemed amended to conform
to applicable laws or, if it cannot be construed or deemed without, in the
determination of the Board, materially altering the intent of the Agreement and
the Option, it shall be deleted and the remainder of the Agreement shall remain
in full force and effect. If any of the terms or provisions of this Agreement or
the Option conflict with the requirements of applicable law or applicable rules
and regulations thereunder, including the requirements of Rule 16b-3, then such
terms or provisions shall be deemed inoperative to the extent necessary to avoid
the conflict with applicable law, or applicable rules and regulations, without
invalidating new remaining provisions hereof.
 
            (f)   Successor and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
 
            (g)   Specific Performance and Remedies. The rights of the parties
under this Agreement are unique and, accordingly, the parties shall have the
right to, in addition to any other remedies as may be available to any of them
at law or in equity, to enforce their rights hereunder by actions for specific
performance in addition to any other legal or equitable remedies that they might
have to the extent permitted by law. All rights and remedies of the Company and
of the Optionee enumerated in this Agreement shall be accumulative, and, except
as expressly provided otherwise in this Agreement, none shall exclude any other
rights or remedies allowed by law or in equity, and each of said rights or
remedies may be exercised and enforced concurrently.
 
            (h)   Waivers. Any of the provisions of this Agreement may be waived
by an instrument in writing with the consent of the party or parties whose
rights are being waived. Any waiver of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of that provision or of any other provision hereof.
 
            (i)   Captions. The captions contained in this Agreement are
included for convenience of reference only and do not define, limit, explain or
modify this Agreement or its interpretation, construction or meaning and are in
no way to be construed as a part of this Agreement.
 
            (j)   Construction. For purposes of this Agreement, the following
rules of construction shall apply: (i) the word "or" is disjunctive but not
necessarily exclusive; and (ii) the number and gender of each pronoun shall be
construed to be such number and gender as the context, circumstances or its
antecedent may require.
 
(End of Incentive Stock Option Agreement)

 

 

 

 

 
EXHIBIT 10.3
 
                           METRETEK TECHNOLOGIES, INC.
 
                           RESTRICTED STOCK AGREEMENT
                            1998 STOCK INCENTIVE PLAN
 
      This RESTRICTED STOCK AGREEMENT (the "Agreement") is made to be effective
as of the "Grant Date" set forth on the Signature Page (the "Grant Date") by and
between Metretek Technologies, Inc., a Delaware corporation (the "Company"), and
the individual named as the "Grantee" on the Signature Page (the "Grantee").
 
                                    Recitals
 
      WHEREAS, the Company has adopted the Metretek Technologies, Inc. 1998
Stock Incentive Plan (as amended and/or restated from time to time, the "Plan");
and
 
      WHEREAS, pursuant to the provisions of the Plan, the Board of Directors of
the Company, acting directly or through its Compensation Committee (the
"Board"), has authorized a grant to the Grantee of shares of common stock, par
value $.01 per share (the "Common Stock"), of the Company, subject to the
restrictions and upon the terms and conditions set forth in this Agreement;
 
                                    Agreement
 
      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
 
      1.    Grant of Restricted Stock.The Company hereby grants to the Grantee
the number of shares of Common Stock (the "Restricted Stock" or the "Restricted
Shares") set forth on the Signature Page. The Restricted Shares are subject to
the terms and conditions set forth in this Agreement and in the Plan, which is
incorporated herein by this reference. Unless otherwise defined herein, all
terms defined in the Plan and used in this Agreement shall have the same
respective meanings in this Agreement. The Grantee hereby agrees that all
Restricted Shares are subject to, and the Grantee hereby agrees to abide by, all
terms and conditions set forth in the Plan and this Agreement, including but not
limited to the restrictions on transfer set forth in Section 3 and the
forfeiture conditions set forth in Section 6.
 
      2.    Vesting of Restricted Shares.
 
            (a)   Except as otherwise provided in this Agreement, the Restricted
Shares shall vest, and the restrictions applicable thereto shall lapse, in
accordance with the vesting schedule set forth on the Signature Page (the
"Vesting Schedule"), provided the Grantee has been employed continuously by the
Company from the Grant Date through the "Vesting Date" specified in the
 
<PAGE>
 
Vesting Schedule. The number of Restricted Shares that shall vest on each
Vesting Date shall be equal to the number of total Restricted Shares granted
hereunder multiplied by the applicable "Vesting Percentage" set forth in the
Vesting Schedule. The Restricted Shares shall be fully vested, and this
Agreement and the restrictions hereunder applicable to the Restricted Shares
shall terminate, on the last Vesting Date set forth in the Vesting Schedule (the
"Expiration Date").
 
            (b)   Restricted Shares that have become vested in accordance with
the Vesting Schedule are referred to herein as "Vested Shares". Restricted
Shares that have not become vested in accordance with the Vesting Schedule are
referred to herein as "Unvested Shares".
 
            (c)   Notwithstanding the Vesting Schedule, any and all Unvested
Shares shall become Vested Shares in the event of the Grantee's death or
Disability (as defined below).
 
            (d)   After any Restricted Shares become Vested Shares, the
restrictions thereon as set forth in Section 3, shall lapse, and the Grantee may
Transfer (as defined below) any of the Vested Shares in his discretion.
 
      3.    Restrictions on Restricted Shares. The Grantee shall be treated as
the beneficial owner of all of the Restricted Shares and shall have all the
rights and privileges of a stockholder as to the Restricted Shares, including
the right to vote and to receive any dividends and other distributions with
respect to the Restricted Shares, except that the following restrictions shall
apply to any Restricted Shares that are Unvested Shares:
 
            (a)   The Grantee shall not be entitled to delivery of any
certificates for Restricted Shares until the restrictions thereon have lapsed
and such Restricted Shares have become Vested Shares in accordance with the
Vesting Schedule without a forfeiture, and upon the satisfaction of all other
applicable conditions.
 
            (b)   The Grantee shall not sell, assign, transfer (by gift or
otherwise), pledge, hypothecate or otherwise dispose of by operation of law or
otherwise ("Transfer"), any Restricted Shares that are Unvested Shares, except
as otherwise provided by this Agreement or the terms of the Plan. If any
Transfer of Restricted Shares is made or attempted to be made contrary to the
terms of this Agreement, such Transfer or attempted Transfer shall be null and
void and ineffectual and shall cause such Restricted Shares to be forfeited, and
the Company shall have the right to acquire for its own account, without the
payment of any consideration therefor, such Restricted Shares from the owner
thereof or his transferee, at any time before or after such prohibited Transfer.
In addition to any other legal or equitable remedies it may have, the Company
may enforce its rights to specific performance to the extent permitted by law
and may exercise such other equitable remedies then available to it. The Company
may refuse for any purpose to recognize any transferee who receives Restricted
Shares contrary to the provisions of this Agreement as a stockholder of the
Company and may retain and/or recover any and all dividends or other
distributions on such Restricted Shares that were paid or payable subsequent to
the date on which the prohibited Transfer was made or attempted.
 
<PAGE>
 
            (c)   The Grantee shall deliver to the Company any and all shares of
Common Stock or other securities distributed as a dividend or distribution with
respect to any Restricted Shares that do not become Vested Shares, upon a
forfeiture of such Restricted Shares.
 
      4.    Change In Control. In the event of a "Change in Control" (as defined
in the Plan), subject to the applicable restrictions set forth in the Plan, all
Unvested Shares (not otherwise forfeited prior to the Change in Control) shall
vest in full and become Vested Shares upon the date of such Change in Control.
The rights of the Grantee in the event of a Change in Control shall be governed
by the provisions of Sections 9 and 11(a) of the Plan.
 
      5.    Adjustments in Common Stock.
 
            (a)   In the event that any dividend or other distribution (whether
in the form of cash, Common Stock, other securities or other property),
recapitalization, forward or reverse stock split, reorganization, merger,
consolidation, split-up, combination, spin-off, combination, repurchase,
liquidation, dissolution, exchange of shares of Common Stock or other securities
of the Company, or other similar corporate transaction or event affects the
shares of Common Stock such that an adjustment is necessary or determined by the
Board to be appropriate in order to prevent dilution or enlargement of the
Grantee's rights under this Agreement, then the Board shall proportionately
adjust the number and kind of Restricted Shares. Any new, additional or
different securities to which the Grantee shall be entitled in respect of
Restricted Shares by reason of such adjustment shall be deemed to be Restricted
Shares and shall be subject to the same terms, conditions and restrictions as
the Restricted Shares so adjusted.
 
            (b)   The grant of Restricted Shares shall not affect in any way the
right of the Company to adjust, reclassify, reorganize, or otherwise change its
capital stock or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.
 
      6.    Termination of Employment; Forfeiture of Unvested Shares.
 
            (a)   In the event the Grantee's employment with the Company is
terminated for any reason, other than due to his death or Disability, all rights
of the Grantee with respect to Restricted Shares that are Unvested Shares shall
terminate and be forfeited in their entirety as of the date of such termination
of employment, and the Grantee shall immediately transfer and assign to the
Company, without the requirement of consideration, all such Restricted Shares
that are Unvested Shares, which shall be promptly tendered to the Company by the
delivery of the certificates, if any, for such Unvested Shares, endorsed in
blank by the Grantee or the Grantee's representative or with stock powers
attached thereto duly endorsed, at the Company's principal executive offices,
all in form suitable for the transfer of such Unvested Shares to the Company
without the payment of any consideration therefor by the Company. After the time
at which any such Unvested Shares are required to be delivered to the Company
for transfer to the Company, the Company shall not pay any dividends to the
Grantee on account of such Unvested Shares or permit the Grantee to exercise any
of the privileges or rights of a stockholder with respect to such Unvested
Shares, but shall, insofar as permitted by law, treat the Company as the owner
of such Unvested Shares. However, the forfeiture of any Restricted Shares shall
not create any obligation to repay dividends received as to
 
<PAGE>
 
such Restricted Shares, nor shall such forfeiture invalidate any votes
previously given by Grantee with respect to such Restricted Shares.
 
            (b)   For purposes of this Agreement, the Grantee shall be deemed to
be employed by the Company so long as the Grantee is an employee, director,
officer, consultant or advisor of the Company or any Subsidiary (as defined in
the Plan) of the Company. In the event the Grantee ceases to be an employee of
the Company in order to become an employee of any subsidiary of the Company, or
the Grantee ceases to be an employee of any such subsidiary in order to become
an employee of the Company or of another subsidiary of the Company, then the
Grantee shall be deemed to continue as an employee of the Company for all
purposes of this Agreement.
 
            (c)   For purposes hereof, "Disability" shall be deemed to be the
physical or mental inability of the Grantee to perform the Grantee's duties to
the Company because of a physical or mental disability expected to last for a
continuous period of at least one year.
 
            (d)   The Board, in its discretion, may determine whether any leave
of absence constitutes a termination of employment for purposes of this
Agreement.
 
      7.    Certificates for Restricted Shares.
 
            (a)   Reasonably promptly after the Grant Date, the Company shall
cause one or more certificates representing the Restricted Shares to be
registered in the name of, and issued to, the Grantee.
 
            (b)   Each certificate for Restricted Shares shall bear a legend to
substantially the following effect:
 
            "THE OWNERSHIP AND TRANSFERABILITY OF THIS CERTIFICATE AND THE
      SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
      (INCLUDING FORFEITURE) OF A RESTRICTED STOCK AGREEMENT BETWEEN METRETEK
      TECHNOLOGIES, INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE AND TO THE
      TERMS AND CONDITIONS OF THE METRETEK TECHNOLOGIES, INC. 1998 STOCK
      INCENTIVE PLAN, AS AMENDED. COPIES OF THE RESTRICTED STOCK AGREEMENT AND
      THE PLAN ARE ON FILE AT THE PRINCIPLE EXECUTIVE OFFICES OF THE COMPANY AND
      MAY BE OBTAINED UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
      CERTIFICATE TO THE SECRETARY OF METRETEK TECHNOLOGIES, INC. AT ITS
      PRINCIPLE EXECUTIVE OFFICES. ANY TRANSFER OF THIS CERTIFICATE OR THE
      SHARES REPRESENTED HEREBY IN CONTRAVENTION OF SUCH PLAN OR THE RESTRICTED
      STOCK AGREEMENT SHALL BE INVALID AND INEFFECTIVE".
 
In addition, the certificate or certificates for the Restricted Shares shall be
subject to such stop transfer orders and other restrictions as the Company may
deem advisable under the rules,
 
<PAGE>
 
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange or stock market upon which the Common Stock is from time to
time listed or traded, and any applicable federal or states securities laws, and
the Company may cause a legend or legends to be placed on such certificates or
certificates to make appropriate references to such restrictions.
 
            (c)   The Company may, in its sole discretion, require the Grantee
to keep any certificates representing Restricted Shares in the custody of the
Company, so long as such Restricted Shares are subject to the restrictions set
forth in Section 3 and are Unvested Shares. In such event, the Grantee agrees to
deliver to the Company one or more stock powers duly endorsed in blank relating
to the Restricted Shares.
 
            (d)   After any Restricted Shares become Vested Shares in accordance
with the Vesting Schedule, and upon the satisfaction of all other applicable
conditions to the Restricted Shares, including, but not limited to, the payment
by the Grantee of all applicable withholding taxes, the Company shall deliver or
cause to be delivered to the Grantee (or his successor) one or more certificates
representing such Restricted Shares without the legend referenced in Section
6(b) hereof, reasonably promptly after receiving a request by the Grantee (or
his successor).
 
      8.    Tax Withholding. Upon the vesting of any portion of the Restricted
Shares, or earlier if applicable due to tax elections by the Grantee, the
Grantee shall make arrangements satisfactory to the Company to make payment of
all applicable federal, state and local income and other tax laws (collectively,
"Withholding Taxes"). If the Grantee has not made arrangements satisfactory to
the Company to pay the Withholding Taxes, the Company shall withhold from the
Vested Shares a number of Restricted Shares having a fair market value equal to
the amount required to pay the minimum required Withholding Taxes. The fair
market value of any Restricted Shares to be withheld shall be calculated in
accordance with the Plan.
 
      9.    Transferability of Unvested Shares.Notwithstanding the restrictions
on Transfer set forth in Section 3, the Grantee may Transfer any Unvested Shares
in whole or in part as follows:
 
            (a)   By will or the laws of descent and distribution; or
 
            (b)   Pursuant to a Qualified Domestic Relations Order as defined
under the Code or Title I of the Employee Retirement Income Security Act of
1974.
 
      10.   Plan As Controlling. The Restricted Shares are granted pursuant to,
and this Agreement shall be interpreted in a manner consistent with, the Plan.
Any provision of this Agreement that is inconsistent or in conflict with any
provision of the Plan shall be deemed to be superseded and governed by the
provision of the Plan. All terms and conditions of the Plan applicable to the
Restricted Shares which are not set forth in this Agreement shall be deemed to
be incorporated herein by this reference. Grantee acknowledges that he has
received a copy of the Plan prior to executing this Agreement.
 
      11.   No Right to Continued Employment. Nothing contained in the Plan or
this Agreement shall confer, and the grant of the Restricted Shares shall not be
construed as conferring,
 
<PAGE>
 
upon the Grantee, any right to continue in the employ or service of the Company
or any Subsidiary, or as interfering in any way with the right of the Company or
any Subsidiary of the Company to (a) terminate the Grantee's employment or
service at any time, or (b) increase or decrease the compensation of the Grantee
from the rate in existence on the Grant Date.
 
      12.   Compliance with Legal and Other Requirements. The Company may, to
the extent deemed necessary or advisable by the Board, postpone the issuance or
delivery of Restricted Shares or other payment of other benefits under the
Restricted Shares until completion of the registration or qualification of such
Restricted Shares or other required action under any federal or state law, rule
or regulation, listing or other required action with respect to any national
securities exchange, automated quotation system or any other stock exchange or
stock market upon which the Common Stock or other securities of the Company are
listed or quoted, or compliance with any other obligation of the Company, as the
Board may consider appropriate, and may require the Grantee to make such
representations, furnish such information and comply with or be subject to such
other conditions as it may consider appropriate in connection with the issuance
or delivery of the Restricted Shares or payment of other benefits in compliance
with applicable laws, rules, regulations, listing requirements, or other
applicable obligations.
 
      13.   Miscellaneous.
 
            (a)   Notices. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed given when sent by first
class certified or registered mail, postage prepaid, return receipt requested,
or by personal delivery, addressed as follows:
 
                  (i)   If to the Company, at its principal executive offices;
                        or
 
                  (ii)  If to the Grantee, at the address set forth on the
                        Signature Page.
 
The addresses for such notices may be changed from time to time by written
notice given in the manner provided for herein.
 
            (b)   Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to provisions governing conflicts of laws.
 
            (c)   Entire Agreement.This Agreement (along with the Plan)
constitutes the entire agreement and understanding between the parties hereto
regarding the subject matter hereof, and supersedes all prior written or oral
agreements, understandings and communications between the parties related to the
subject matter of this Agreement.
 
            (d)   Amendment. This Agreement may be modified, amended or
rescinded only by a written Agreement executed by all parties hereto.
 
<PAGE>
 
            (e)   Severability. If any provision of the Plan, this Agreement or
the Restricted Shares is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction, or would disqualify the Plan, this Agreement
or the Restricted Shares under any law, this Agreement and the Restricted Shares
shall be deemed amended to conform to applicable laws or, if it cannot be
construed or deemed without, in the determination of the Board, materially
altering the intent of the Agreement and the Restricted Shares, it shall be
deleted and the remainder of the Agreement shall remain in full force and
effect. If any of the terms or provisions of this Agreement or the Restricted
Shares conflict with the requirements of applicable law or applicable rules and
regulations thereunder, including the requirements of Rule 16b-3, then such
terms or provisions shall be deemed inoperative to the extent necessary to avoid
the conflict with applicable law, or applicable rules and regulations, without
invalidating new remaining provisions hereof.
 
            (f)   Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, subject to the limitations set forth in Sections 3 and 9 hereof.
 
            (g)   Specific Performance and Remedies. The rights of the parties
under this Agreement are unique and, accordingly, the parties shall have the
right to, in addition to any other remedies as may be available to any of them
at law or in equity, to enforce their rights hereunder by actions for specific
performance in addition to any other legal or equitable remedies that they might
have to the extent permitted by law. All rights and remedies of the Company and
of the Grantee enumerated in this Agreement shall be accumulative, and, except
as expressly provided otherwise in this Agreement, none shall exclude any other
rights or remedies allowed by law or in equity, and each of said rights or
remedies may be exercised and enforced concurrently.
 
            (h)   Waivers. Any of the provisions of this Agreement may be waived
by an instrument in writing with the consent of the party or parties whose
rights are being waived. Any waiver of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of that provision or of any other provision hereof.
 
            (i)   Captions. The captions contained in this Agreement are
included for convenience of reference only and do not define, limit, explain or
modify this Agreement or its interpretation, construction or meaning and are in
no way to be construed as a part of this Agreement.
 
            (j)   Construction. For purposes of this Agreement, the following
rules of construction shall apply: (i) the word "or" is disjunctive but not
necessarily exclusive; and (ii) the number and gender of each pronoun shall be
construed to be such number and gender as the context, circumstances or its
antecedent may require.
 
                               * * * * * * * * *
 
<PAGE>
 
                                 SIGNATURE PAGE
 
      IN WITNESS WHEREOF, the undersigned have caused this Restricted Stock
Agreement to be executed as of the date first above written.
 
Grant Date: ___________, 200__
 
Restricted Shares:____________________
 
                                           METRETEK TECHNOLOGIES, INC.
 
                                           By: _________________________________
                                           Its: ________________________________
 
                                           GRANTEE:
 
                                           _____________________________________
                                           Signature
 
                                           _____________________________________
                                           Print Name
 
                                           _____________________________________
                                           Street Address
 
                                           _____________________________________
                                           City         State           Zip Code
 
                                VESTING SCHEDULE
 
Vesting Date                                  Vesting Percentage
 
___________                                   __________________
 
___________                                   __________________
 
___________                                   __________________