Exhibit 10.44




Exhibit 10.44


MECHANICAL TECHNOLGY, INCORPORTED


 


2021 Stock Incentive Plan

 

Restricted Stock Unit
Agreement


 


Mechanical Technology, Incorporated (the "Company")
hereby enters into this Restricted Stock Unit Agreement, dated as of the date
set forth below, with the Recipient named herein (the "Agreement") and
grants to the Recipient the Restricted Stock Units ("RSUs") 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 RSU grant:
	
		
		 

	
		
		Number of shares of the
  Company's Common Stock (the "Underlying Shares") underlying the
  equivalent number of restricted stock units (the "RSUs") granted
  pursuant to this Agreement:
	
		
		 

	
		
		Additional Consideration
  Payable upon Grant of RSUs, if any:
	
		
		 

	
		
		Right to Dividends during
  Deferral Period:
	
		The Committee may on or after
  the date of grant, authorize the payment of dividends or other distribution equivalents
  on Shares in cash or additional Shares on a current, deferred or contingent
  basis.




 


Deferral Period:


 

	
		
		[_____]
  Underlying Shares
	
		
		[Date]

	
		
		[         
  ] Underlying Shares
	
		
		[Date]

	
		
		[         
  ] Underlying Shares
	
		
		[Date]




                                                                                                                                                           


 

	
		
		 

		
		                                                           
		

		
		Signature of Recipient

		 

		
		[Name

		
		    Address]

			
		MECHANCAL
  TECHNOLOGY, 

		INCORPORATED

		
		 

		
		By:                                                     
		

		
		            Name:
		

		           
		Title:  

	
		
		 
	
		 

		



 
  







MECHANICAL TECHNOLGY,
INCORPORATED


 


Restricted Stock Unit 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 restricted
stock units (the "RSUs") specified on the cover page hereof representing
an equivalent number of shares of the Company's Common Stock (the "Underlying
Shares"), on the following terms:


 

1.                 
Grant Under Plan.  This Restricted Stock Unit 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 of Deferral Period 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 RSUs 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 RSUs shall become vested RSUs 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 the 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 RSUs 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 the Board
may at any time provide that the deferral period for any RSUs awarded pursuant
to this Agreement shall become immediately vested, 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.


 


3.        
Issuance of Underlying Shares.  With
respect to any RSUs that become vested RSUs pursuant to Section 2, subject to
Section 5, the Company shall issue to the Recipient, as soon as practicable
following the applicable vesting date specified on the cover page hereof, the
number of Underlying Shares equal to the number of RSUs vesting on such vesting
date, provided that, if the vesting date of any portion of the RSUs shall occur
during either a regularly scheduled or special "blackout period" of the Company
wherein Recipient is precluded from selling shares of the Company's Common
Stock, the receipt of the corresponding Underlying Shares issuable with respect
to such vesting date pursuant to this Agreement shall be deferred until after
the expiration of such blackout period.  The Underlying Shares the receipt of
which was deferred as provided above shall be issued to Recipient as soon as
practicable after the expiration of the blackout period.


 


4.        
Restrictions on Transfer.  The
Recipient shall not sell, assign, transfer, pledge, encumber or dispose of all
or any of his or her RSUs.


 


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 RSUs 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 the Board may make such
modifications to this Agreement as it deems necessary or advisable to avoid
such adverse tax consequences.


 


8.     
      Rights as Stockholder. 
The Recipient shall have no rights as a stockholder of the Company with respect
to any RSUs covered by this Agreement until the issuance of the Underlying
Shares.  
 
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9.     
      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)        Fractional RSUs or Underlying Shares. 
All fractional RSUs or Underlying Shares resulting from the adjustment
provisions contained in the Plan shall be rounded down to the nearest whole
unit or share.


 


(d)       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.


 


(e)        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.


 


(f)        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.


(h)  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 grant of RSUs or the issuance of Shares in connection
with RSUs 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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(i)        
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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