Exhibit 10.42




Exhibit 10.42

 


MECHANICAL
TECHNOLOGY, INCORPORATED


 


2021 Stock
Incentive Plan


 


Option
Agreement

This Option
Agreement (this "Agreement") for the award of an Option, pursuant to the Mechanical
Technology, Incorporated 2021 Stock Incentive Plan, as amended and in effect
from time to time (the "Plan"), is made as of date set forth below (the "Grant
Date"), by and between Mechanical Technology, Incorporated (the "Company") and
the individual identified below the optionee (the "Optionee").  Initially
capitalized terms not otherwise defined in this Agreement shall have the
meanings given to those terms in the Plan.  The Terms and Conditions attached
hereto are also a part hereof.

 

 

	
		Name of the Optionee:

			
		 

		
	
		Grant Date:

			
		 

		
	
		Number of shares of the Company's Common Stock (the "Option
  Shares") available pursuant to the Option granted pursuant to this
  Agreement:
	
		 

		
	
		Exercise Price:

			
		 

		
	
		Grant Type:

			
		Nonstatutory Option

		
	
		Vesting Schedule:

		 

		 

		 

		 

		 

		 

		 

			
		 

		
	
		Date of expiration of option ("Expiration Date")

			
		 

		


 

	
		 

		
		                                                           
		

		Signature of Optionee

		 

		[Name

		    Address]

			
		MECHANCAL
  TECHNOLOGY, INCORPORATED

		 

		By: 
		                                                   
		

		            Name:
		

		            Title: 
  		

	
		 

			
		 

		


 

 







MECHANICAL TECHNOLGY, INCORPORATED

 


Option
Agreement - Terms and Conditions

 

Mechanical
Technology, Incorporated (the "Company") agrees to award to the
Optionee, and the Optionee agrees to accept from the Company, and Option for
the number of Option Shares specified on the cover page hereof, on the
following terms:

 

1.              
Grant Under Plan.  Option 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.        
Term
and Exercisability of Option.  This Option shall expire at 5:00 p.m.
Eastern Time on the Expiration Date shown on the cover page hereof, unless the
Option expires earlier pursuant to this Section 2 or any provision of the
Plan.  At any time before its expiration, this Option may be exercised to the
extent vested, as shown on the cover page hereof, provided that:

 

(a)              
the Optionee's Business Relationship must be in effect on a given date
in order for any scheduled increment in vesting, as set forth in the Vesting
Schedule shown in on the to become effective;

 

(b)              
this Option may not be exercised after following the date of termination
of the Business Relationship between the Optionee and the Company;

 

(c)              
in the event the Business Relationship is terminated for any reason
(whether voluntary or involuntary), (i) the Optionee's right to vest in the
Option will, except as explicitly provided by the Committee or the Board,
terminate as of the date of termination of the Business Relationship (and such
right shall not be extended by any notice period mandated under local law),
(ii) the Optionee's continuing right (if any) to exercise the Option after
termination of the Relationship will be measured from the date of termination
of the Business Relationship (and such right will not be extended by any notice
period mandated under local law) and (iii) the Committee or the Board shall
have the exclusive discretion to determine when the Business Relationship has
terminated for purposes of this Option (including determining when the Optionee
is no longer considered to be providing active service while on a leave of
absence).

 

For
purposes of this Section 2, (i) the term "Company" refers to the Company
and its subsidiaries (each a "Subsidiary" and collectively, the "Subsidiaries")
and (ii) "Business Relationship" means service to the Company or its
successor in the capacity of an employee, officer, director, consultant or
advisor.  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 Optionee after the approved period of absence (an "Approved
Leave of Absence").  In the event of an Approved Leave of Absence, vesting
of Options 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 Optionee 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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It is the Optionee's
responsibility to be aware of the date that the Option expires.

3.        
Method of Exercise. 
Prior to its expiration and to the extent that the right to purchase Option Shares
has vested hereunder, this Option may be exercised in whole or in part from
time to time by notice provided in a manner consistent with the requirements of
Section 5(d) of the Plan, accompanied by payment in full of the Exercise Price by
means of payment acceptable to the Company in accordance with Section 5(f) of
the Plan.

As soon as practicable after its
receipt of notice, the Company shall, without transfer or issue tax to the
Optionee (or other person entitled to exercise this Option), (a) deliver to the
Optionee (or other person entitled to exercise this Option), at the principal
executive offices of the Company or such other place as shall be mutually
acceptable, a stock certificate or certificates for such Option Shares out of
theretofore authorized but unissued shares or treasury shares of its Common Stock
as the Company may elect or (b) issue shares of its Common Stock in book entry
form; provided, however, that the time of delivery or issuance may be postponed
by the Company for such period as may be required for it with reasonable
diligence to comply with any applicable requirements of law; and provided,
further, that any Option Shares delivered or issued shall remain subject to any
applicable securities laws or trading restrictions imposed pursuant to the
terms of this Agreement and the Plan. 

If the Optionee (or other person
entitled to exercise this Option) fails to pay for and accept delivery of all
of the Option Shares specified in the notice upon tender of delivery thereof,
his or her right to exercise this Option with respect to such Option Shares not
paid for may be terminated by the Company.

4.        
Withholding
Taxes.  The Company may withhold any and all
applicable taxes, as required connection with the grant and/or exercise of the
Option by the Optionee, as provided in Section 10(e) of the Plan. 

 

5.        
Non-assignability
of Option.  This Option shall not be assignable or transferable by the
Optionee except by will or by the laws of descent and distribution or as
permitted by the Committee or the Board in its discretion pursuant to the terms
of the Plan.  During the life of the Optionee, this Option shall be exercisable
only by him or her, by a conservator or guardian duly appointed for him or her
by reason of the Optionee's incapacity or by the person appointed by the
Optionee in a durable power of attorney acceptable to the Company's counsel.

6.        
Compliance with
Securities Act; Lock-Up Agreement.  The Company shall not be obligated to
sell or issue any Option Shares or other securities pursuant to the exercise of
this Option unless the Option Shares or other securities with respect to which
this Option is being exercised are at that time effectively registered or
exempt from registration under the Securities Act and applicable state or
provincial securities laws/any applicable securities laws.  In the event Option
Shares or other securities shall be issued that shall not be so registered, the
Optionee hereby represents, warrants and agrees that he or she will receive
such Option Shares or other securities for investment and not with a view to
their resale or distribution, and will execute an appropriate investment letter
satisfactory to the Company and its counsel.  The Optionee further hereby
agrees that as a condition to the purchase of Option Shares upon exercise of
this Option, he or she will execute an agreement in a form acceptable to the
Company to the effect that the Option Shares shall be subject to any
underwriter's lock-up agreement in connection with a public offering of any
securities of the Company that may from time to time apply to shares held by
officers and employees of the Company, and such agreement or a successor
agreement must be in full force and effect.


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7.        
Legends.  The
Optionee hereby acknowledges that the stock certificate or certificates (or entries
in the case of book entry form) evidencing Option Shares or other securities
issued pursuant to any exercise of this Option may bear a legend (or provide a
restriction) setting forth the restrictions on their transferability described
in Section 6 hereof, if such restrictions are then in effect.

8.        
Rights as Stockholder. 
The Optionee shall have no rights as a stockholder with respect to any Option
Shares until the date of issuance of a stock certificate (or appropriate entry
is made in the case of book entry form) to him or her for such Option Shares. 
No adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued (or appropriate
entry is made in the case of book entry form).

9.        
Effect upon
Employment and Performance of Services.  Nothing in this Agreement or the
Plan shall be construed to impose any obligation upon the Company or any affiliate
to employ or utilize the services of the Optionee or to retain the Optionee in
its employ or to engage or retain the services of the Optionee.

10. 
Time for Acceptance. 
Unless the Optionee shall evidence his or her acceptance of this Option by
electronic or other means prescribed by the Committee or the Board within sixty
(60) days after its delivery, the Option shall be null and void (unless waived
by the Committee or the Board).

11.      
Electronic Delivery.
 The Company may, in its sole discretion, decide to deliver any documents
related to current or future participation in the Plan by electronic means. 
The Optionee consents to receive such documents by electronic delivery and
agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or a third party designated by the
Company.

12.      
Nature of Award. 
By accepting this Option, the Optionee acknowledges, understands and agrees
that:

(a)        the
Plan is established voluntarily by the Company, is discretionary in nature and
may be modified, amended, suspended or terminated by the Company at any time,
to the extent permitted by the Plan and this Agreement;


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(b)        the
grant of this Option is voluntary and occasional and does not create any
contractual or other right to receive future awards under the Plan or benefits
in lieu of Plan awards, even if Options or other Plan awards have been granted
in the past;

(c)        all
decisions with respect to future Option grants or Plan awards will be at the
sole discretion of the Committee or the Board;

(d)       he or
she is voluntarily participating in the Plan;

(e)        the
future value of Option Shares underlying the Option is unknown and cannot be
predicted with certainty;

(f)        if
the Option Shares do not increase in value, the Option, as measured by the
difference between the Fair Market Value of the Option Shares and the Grant
Price, will have no value;

(g)        if
the Optionee exercises the Option and acquires Option Shares, the value of such
Option Shares may increase or decrease in value;

(h)        if
the Optionee resides and/or works outside the United States, the following
additional provisions shall apply:

(i)         the
Option and any Option Shares acquired under the Plan do not replace any pension
or retirement rights or compensation;

(ii)        the
Option and any Option Shares acquired under the Plan (including the value
attributable to each) do not constitute compensation of any kind for services
of any kind rendered to the Company and/or any Subsidiary thereof and are
outside the scope of the Optionee's employment contract, if any;

(iii) the
Option and any Option Shares acquired under the Plan (including the value
attributable to each) are not part of normal or expected compensation or
salary, including, but not limited to, for purposes of calculating any
severance, resignation, termination, redundancy, dismissal, end-of-service payments,
bonuses, service awards, pension or retirement or welfare benefits or similar
payments unless such other arrangement explicitly provides to the contrary;

(iv)       no
claim or entitlement to compensation or damages shall arise from forfeiture of
the Option resulting from a termination of the Business Relationship for any
reason and in consideration of the grant of the Option, the Optionee
irrevocably agrees never to institute a claim against the Company and/or any Subsidiary,
waives his or her ability to bring such claim and releases the Company and/or its
Subsidiaries from any claim; if, notwithstanding the foregoing, such claim is
allowed by a court of competent jurisdiction, then by accepting this Option,
the Optionee is deemed irrevocably to have agreed not to pursue such claim and
agrees to execute any and all documents necessary to request dismissal or
withdrawal of such claims; and


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(i)         the
Company shall not be liable for any foreign exchange rate fluctuation between
the Optionee's local currency and the United States dollar that may affect the
value of the Option or any amounts due pursuant to the exercise of the Option
or the subsequent sale of any shares of Common Stock acquired upon settlement.

13.      
Section
409A of the Internal Revenue Code.  The Options granted hereunder are
intended to avoid the potential adverse tax consequences to the Optionee 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.

 

14.       General Provisions.

(a)       
Amendment;
Waivers.  This Agreement, including the Plan, contains the full and
complete understanding and agreement of the parties hereto as to the subject
matter hereof, and except as otherwise permitted by the express terms of the
Plan, this Agreement and applicable law, it may not be modified or amended nor
may any provision hereof be waived without a further written agreement duly
signed by each of the parties; provided, however, that a modification or
amendment that does not materially diminish the rights of the Optionee
hereunder, as they may exist immediately before the effective date of the
modification or amendment, shall be effective upon written notice of its
provisions to the Optionee, to the extent permitted by applicable law.  The
waiver by either of the parties hereto of any provision hereof in any instance
shall not operate as a waiver of any other provision hereof or in any other
instance.  The Optionee shall have the right to receive, upon request, a
written confirmation from the Company information set forth in the table on the
cover page of this Agreement.

(b)      
Binding
Effect.  This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors, administrators,
representatives, successors and assigns.

(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.

 

(c)       
Governing
Law.  This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada, without regard to the principles of conflicts
of law.

(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)  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.


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(f) 
Data Privacy.  By entering into this Agreement and except as
otherwise provided in any data transfer agreement entered into by the Company,
the Optionee: (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 options 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.

(g)  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 Optionee, to the address set forth on the cover page of this Agreement 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.  

 
  

 

 

 

 

 

 


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EXHIBIT
A

 


Mechanical
Technology, Incorporated 2021 Stock  Incentive Plan

 


Attached