Exhibit 10.43




 Exhibit 10.43


 


MECHANICAL TECHNOLGY, INCORPORTED


2021 Stock Incentive Plan


 


Restricted Stock Agreement


Mechanical Technology, Incorporated (the "Company")
hereby enters into this Restricted Stock Agreement, dated as of the date set
forth below, with the Recipient named herein (the "Agreement") and
grants to the Recipient the shares of Restricted Stock specified herein
pursuant to the Mechanical Technology, Incorporated 2021 Stock Incentive Plan,
as amended and in effect from time to time.  The Terms and Conditions attached
hereto are also a part hereof.


 

	
		
		Name of recipient (the "Recipient"):

			
		
		 

	
		
		Date of this Restricted
  Stock grant:
	
		
		 

	
		
		Number of shares of
  Restricted Stock granted pursuant to this Agreement:
	
		
		 

	
		
		Vesting Start Date:
	
		
		 

	
		
		Number of shares of
  Restricted Stock that are vested on the Vesting Start Date:
	
		 

		
	
		
		Number of shares of
  Restricted Stock that are unvested on the Vesting Start Date:
	
		
		 

	
		
		Consideration payable for
  shares of Restricted Stock, if any:
	
		
		 

	
		
		Right to Repurchase
  Unvested shares of Restricted Stock
	
		
		 



 


Vesting Schedule:


 

	
		
		First
  Vesting Date:
	
		
		 

	
		
		Next
  Vesting Date:
	
		
		 

	
		
		Next
  Vesting Date:
	
		
		 




 


 

	
		
		 

		
		                                                           
		

		
		Signature of Recipient

		
		 

		
		[Name

		
		    Address]

			
		MECHANCAL
  TECHNOLOGY, INCORPORATED

		
		 

		
		By:                                                     
		

		
		            Name:
		

		           
		Title:  



 







MECHANICAL TECHNOLGY,
INCORPORATED


 


Restricted Stock Agreement -
Terms and Conditions

 


Mechanical Technology, Incorporated (the "Company")
agrees to award to the recipient specified on the cover page hereof (the "Recipient"),
and the Recipient agrees to accept from the Company, the number of shares of Restricted
Stock on the following terms:


 

1.                 
Grant Under Plan.  This Restricted Stock Agreement (the "Agreement")
is made pursuant to and is governed by the Company's 2021 Stock Incentive Plan,
as amended and in effect from time to time (the "Plan"), and, unless the
context otherwise requires, capitalized terms used herein shall have the same
meanings as in the Plan.


 


2.     
Vesting if Business
Relationship Continues.


 

(a)              
Vesting Schedule.  If the Recipient has maintained continuously a
Business Relationship with the Company through each date specified on the cover
page hereof, a portion of the Restricted Stock shall vest on such date in such
amounts as are set forth opposite each such date on the cover page hereof. If
the Recipient's Business Relationship with the Company is terminated by the Company
or by the Recipient for any reason, whether voluntarily or involuntarily, no
additional shares of Restricted Stock shall become vested under any
circumstances with respect to the Recipient.  Any determination under this
Agreement as to Business Relationship status or other matters referred to above
shall be made in good faith by the Committee or Board, whose decision shall be
final and binding on all parties.

 

"Business Relationship"
means service to the Company or its successor in the capacity of an employee,
officer, director, consultant or advisor.

 


(b)        Termination of Business Relationship. 
For purposes hereof, a Business Relationship shall not be considered as having
terminated during any military leave, sick leave, or other leave of
absence if approved in writing by the Company and if such written approval, or
applicable law, contractually obligates the Company to continue the Business
Relationship of the Recipient after the approved period of absence (an "Approved
Leave of Absence").  In the event of an Approved Leave of Absence, vesting
of shares of Restricted Stock shall be suspended (and all subsequent vesting
dates shall be postponed by the length of the period of the Approved Leave of
Absence) unless otherwise provided in the Company's written approval of the
leave of absence that specifically refers to this Agreement.  A Business
Relationship shall also include a consulting arrangement between the Recipient
and the Company that immediately follows termination of employment, but only if
so stated in a written consulting agreement executed by the Company that
specifically refers to this Agreement.


 
 
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(c)        Acceleration.  The Committee or Board
may at any time provide that all or any portion of the shares of Restricted
Stock awarded pursuant to this Agreement shall become free of some or all
restrictions, or otherwise realizable in full or in part, as the case may be,
despite the fact that the foregoing actions may cause the application of
Sections 280G and 4999 of the Code if a change in control of the Company
occurs.


 

(d)       Notwithstanding
the other sections of this Section 2, if there is a Change of Control (as defined herein), all
remaining unvested shares of Restricted
Stock shall be immediately vest upon the Change of Control.   "Change in Control" shall mean a merger or
consolidation in which securities constituting more than 50% of the total
combined voting power of the Company's outstanding securities are transferred
to a person or persons that do not own more than 50% of the combined voting power
of the Company's securities immediately prior to such transaction, or the sale,
transfer or other disposition of all or substantially all of the Company's
assets to a non-affiliate of the Company. 


 


3.        
Restrictions on Transfer.  The Recipient
shall not sell, assign, transfer, pledge, encumber or dispose of all or any of
his or her shares of Restricted Stock.


 


            4.        
Rights
as a Stockholder.  Upon receipt of a Restricted Stock award the Recipient
shall have all rights as a stockholder of the Company as provided in Section
6(c) of the Plan.


 


5.        
Withholding Taxes.  The Company may withhold any and all applicable taxes
required to be by the Company, in connection with the issuance or vesting of
the shares of Restricted Stock to the Recipient, as provided in the Plan. 



 


Recipient further agrees to take any further actions
and execute any additional documents as may be necessary to effectuate the
provisions of this Section 5 and the Recipient hereby grants the Company
an irrevocable power of attorney to sign such additional documents on the
Recipient's behalf if the Company is unable after reasonable efforts to obtain
Recipient's signature on such additional documents.  This power of attorney is
coupled with an interest and is irrevocable by the Recipient.


 


6.        
Provision of Documentation to Recipient. 
By signing the cover page of this Agreement, the Recipient acknowledges receipt
of a copy of this entire Agreement, a copy of the Plan, and a copy of the
Plan's related prospectus.


 


7.        
Section 409A of the Internal Revenue
Code.  The shares of Restricted Stock granted hereunder are intended to
avoid the potential adverse tax consequences to the Recipient of Section 409A
of the Internal Revenue Code of 1986, as amended, and the Committee or Board
may make such modifications to this Agreement as it deems necessary or
advisable to avoid such adverse tax consequences.
  
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8.     
      Miscellaneous.


 


(a)        Notices.  All notices hereunder
shall be in writing and shall be deemed given when sent by certified or
registered mail, postage prepaid, return receipt requested, if to the
Recipient, to the address set forth on the cover page hereof or at the address
shown on the records of the Company, and if to the Company, to the Company's
principal executive offices, attention of the Corporate Secretary.  



 


(b)        Entire Agreement; Modification. 
This Agreement constitutes the entire agreement between the parties relative to
the subject matter hereof, and supersedes all proposals, written or oral, and
all other communications between the parties relating to the subject matter of
this Agreement.  This Agreement may be modified, amended or rescinded only by a
written agreement executed by both parties' signatories to this Agreement.  In
the event of a conflict between the terms of this Agreement and the Plan, the
terms of the Plan shall control.


 


(c)        Severability.  The invalidity,
illegality or unenforceability of any provision of this Agreement shall in no
way affect the validity, legality or enforceability of any other provision.


 


(d)       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 herein.


 


(e)        Governing Law.  This Agreement shall
be governed by and interpreted in accordance with the laws of Nevada without
giving effect to the principles of the conflicts of laws thereof.


 


(g)        Construction.  This  Agreement is to be construed in
accordance with the terms of the Plan.  In case of any conflict between the
Plan and this Agreement, the Plan shall control.  The titles of the sections of
this Agreement and of the Plan are included for convenience only and shall not
be construed as modifying or affecting their provisions.  The masculine gender
shall include both sexes; the singular shall include the plural and the plural
the singular unless the context otherwise requires.  Capitalized terms not
defined herein shall have the meanings given to them in the Plan.


(g)  Data Privacy.  By entering into this Agreement and
except as otherwise provided in any data transfer agreement entered into by the
Company, the Recipient:  (i) authorizes the Company, and any agent of the
Company administering the Plan or providing Plan recordkeeping services, to
disclose to the Company such information and data as the Company shall request
in order to facilitate the issuance of Restricted Stock and the administration
of the Plan; (ii) waives any data privacy rights he or she may have with
respect to such information; and (iii) authorizes the Company to store and
transmit such information in electronic form.  For purposes of this Section
13(f), the term "Company" refers to the Company, its Subsidiaries and any other
affiliate.
 
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(h)        No Obligation to Continue Business
Relationship.  Neither the Plan, nor this Agreement, nor any provision
hereof imposes any obligation on the Company to continue a Business
Relationship with the Recipient.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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