Exhibit 10.41






Exhibit 10.41


 


Mechanical
Technology, Incorporated
 
2021 STOCK INCENTIVE PLAN
	

 

	
			
			1.
	
			
			PURPOSE 



 


The purpose of the Mechanical
Technology, Incorporated Stock Incentive Plan (this "Plan") is to promote the
interests of Mechanical Technology, Incorporated (the "Company") and its
stockholders by allowing the Company to attract and retain senior managers,
employees, directors, consultants, professionals and service providers who
provide services to the Company or any of its subsidiaries, provided that such
services are bona fide services that are not of a capital-raising nature
("Eligible Persons"). This Plan is expected to contribute to the attainment of
these objectives by enabling the Company to pay Eligible Persons utilizing
shares of common stock, par value $0.01 per share, of the Company ("Shares") in
addition to cash and to grant to such Eligible Persons Shares which are
restricted as provided in Section 6 of this Plan ("Restricted Stock"). In
addition, this Plan is expected to contribute to the attainment of these
objectives by providing for the grants to Eligible Persons of (i) the right to
receive Shares at a specific future time ("RSUs") and (ii) stock options
("Options"), which Options may be exercised for Shares.

 

	
			
			2.
	
			
			ADMINISTRATION 



 


This Plan shall be administered
by the Compensation Committee of the Board of Directors (the Committee"),
unless the Company does not have a Compensation Committee, in which case this
Plan shall be administered by the Board of Directors of the Company (the
"Board"). Subject to the provisions of this Plan, the Committee shall be
authorized to interpret this Plan; to establish, amend and rescind any rules
and regulations relating to this Plan; and to make all determinations necessary
or advisable for the administration of this Plan. The determinations of the
Committee in the administration of this Plan, as described herein, shall be
final and conclusive. Each of the Chief Executive Officer, the Chief Financial
Officer and the Secretary of the Company shall be authorized to implement this
Plan in accordance with its terms and to take such actions of a ministerial
nature as shall be necessary to effectuate the intent and purposes of this Plan.
The validity, construction and effect of this Plan and any rules and
regulations relating to this Plan shall be determined in accordance with the
laws of the State of New York.

 

	
			
			3.
	
			
			ELIGIBILITY



 


The class of individuals eligible
to receive Restricted Stock, Restricted Stock Units or Options (the "Awards")
under this Plan shall be persons who are Eligible Persons (as defined above).
Any holder of an Award granted under this Plan shall hereinafter be referred to
as a "Participant" or collectively as "Participants."  
  


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			4.
	
			
			SHARES SUBJECT TO THIS PLAN 




 

	
			
			(a)
	
			
			Share Reserve and Limitation
  of Grants.  Subject to adjustment as provided in Section 7 hereof, the maximum aggregate number of Shares that may be issued
  under this Plan (i) pursuant to the exercise of Options, (ii) as Restricted
  Stock and (iii) as available pursuant to RSUs shall be limited to (A) during
  the Company's fiscal year ending December 31, 2021 (the "2021 Fiscal Year"), 1,460,191
  Shares and (B) beginning with the Company's fiscal year ending December 31,
  2022 (the "2022 Fiscal Year"), fifteen percent (15%) of the number of Shares
  outstanding, which calculation shall be made on the first trading day of a
  new fiscal year; provided that, (A) during the 2021 Fiscal Year, no more than
  778,769 Shares may be issued pursuant to Award grants and (B) during any
  fiscal year of the Company beginning with the 2022 Fiscal Year and
  thereafter, no more than eight percent (8%) of the number of Shares
  outstanding may be issued pursuant to Award grants in any fiscal year.
  Subject to adjustment as provided in Section 7 hereof, and notwithstanding
  any provision hereto to the contrary, (i) Shares subject to this Plan shall
  include Shares forfeited in a prior year as provided herein and (ii) the
  number of Shares that may be issued under this Plan may never be less than
  the number of Shares that are then outstanding under Award grants. For
  purposes of determining the number of Shares available under this Plan, Shares
  withheld by the Company to satisfy applicable tax withholding obligations
  pursuant to Section 10(e) of this Plan shall be deemed issued under this
  Plan. 



 

	
			
			(b)
	
			
			Reversion of Shares. In
  the event that, prior to the date this Plan shall terminate in accordance
  with Section 8 hereof, any Award granted under this Plan expires unexercised
  or unvested or is terminated, surrendered or cancelled without the delivery
  of Shares, or any shares of Restricted Stock are forfeited back to the
  Company, then the Shares of subject to such Award may be made available for
  subsequent Awards under the terms of this Plan.

	 	  
	
			
			5.
	
			
			GRANT, TERMS AND CONDITIONS
  OF OPTIONS 

			 

			
			(a) In General.  The
  Committee may grant Awards in the form of Options.  Every Option shall be
  evidenced by an Option agreement in such form as the Committee shall approve
  from time to time, specifying the number of Shares that may be purchased
  pursuant to the Option, the time or times at which the Option shall become
  exercisable in whole or in part and such other terms and conditions as the
  Committee shall approve, and containing or incorporating by reference the terms
  and conditions set forth in this Section 5.  

			 

			(b)  Duration.  The duration of each Option shall
  be as specified by the Committee.
			(c)  Exercise Price.  The exercise price of each Option shall
  be any lawful consideration, as specified by the Committee in its discretion;
  			provided, however, that the exercise price shall be at least one
  hundred percent (100%) of the Fair Market Value of the Shares on the date on
  which the Committee awards the Option, which shall be considered the date of
  grant of the Option for purposes of fixing the price.

			 

			
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			For purposes of this Plan and except as may be otherwise explicitly
  provided in this Plan or in any Award agreement, the Fair Market Value of a share
  of Common Stock at any particular date shall be determined according to the
  following rules: 

			
			(i)   If the Shares are not at
  the time listed or admitted to trading on any national securities exchange or
  the Nasdaq Stock Market ("Nasdaq") or any of the OTC Markets ("OTC Markets"),
  then Fair Market Value shall be determined in good faith by the Board, which
  may take into consideration (1) the price paid for the Shares in the most
  recent trade of a substantial number of Shares known to the Board to have
  occurred at arm's length between willing and knowledgeable investors, (2) an
  appraisal by an independent party or (3) any other method of valuation
  undertaken in good faith by the Board, or some or all of the above as the
  Board shall in its discretion elect; 

			
			(ii)  If the Shares of are at the
  time listed or admitted to trading on any national securities exchange or
  NASDAQ, then Fair Market Value shall mean the Closing Price for the Shares on
  such date.  The "Closing Price" on any date shall mean the last sale price
  for the Shares, regular way, or, in case no such sale takes place on that
  day, the average of the closing bid and asked prices, regular way, for the Shares,
  in either case as reported in the principal consolidated transaction
  reporting system with respect to securities listed or admitted to trading on
  the national securities exchange or Nasdaq; or

			(iii)  If
  the Shares are at the time traded in the OTC Markets, the average of the
  closing bid and asked prices, regular way, for the Shares, in either case as
  reported in the OTC Markets with respect to securities listed or admitted to
  trading in the OTC Markets.

			(d) Method of Exercise.  Options may be exercised by delivery
  to the Company of a notice of exercise in a form, which may be electronic,
  approved by the Committee, together with payment in full in the manner
  specified in Section 5(f) of the exercise price for the number of Shares for
  which the Option is exercised.  Shares subject to the Option will be
  delivered by the Company as soon as practicable following exercise and
  payment of the exercise price.  If the Participant fails to pay for or to
  accept delivery of all or any part of the number of specified in the notice
  upon tender of delivery thereof, the right to exercise the Option with
  respect to those Shares shall be terminated, unless the Committee otherwise
  agrees.

			
			(e)  Broker-Assisted
  Exercises.  To the extent permitted by law, any Option may permit payment
  of the exercise price and payment of any applicable tax withholding from the
  proceeds of sale through a broker or bank on a date satisfactory to the
  Committee of some or all of the Shares to which such exercise relates.  In
  such case, the Committee will establish rules and procedures relating to such
  broker- (or bank-) assisted exercises in a manner intended to comply with the
  requirements of Section 402 of the Sarbanes-Oxley Act of 2002 and Section
  409A including as to all Options, without limitation, the time when the
  election to exercise an option in such manner may be made, the time period by
  which the broker or bank must remit payment of the exercise price and
  applicable tax withholding, the interest or other earnings attributable to
  the payment and the method of funding, if any, attributable to the payment.

			
			(f)  Payment. 
  The Committee will determine the methods by
  which the exercise price of an Option may be paid, the form of payment and the
  methods by which Shares will be delivered or deemed to be delivered to
  Participants.  As determined by the Committee, payment of the exercise price
  of an Option may be made, in whole or in part, in the form of:  (1) cash or
  cash equivalents; (2) delivery (by either actual delivery or
  attestation) of previously-acquired Shares based on the Fair Market Value of the
  Shares on the date the Option is exercised; (3) withholding of Shares from
  the Option based on the Fair Market Value of Shares on the date the Option is
  exercised; (4) broker-assisted or bank-assisted market sales; or (5) any
  other "cashless exercise" arrangement satisfactory to the Committee.

			 

			
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			(g)  Vesting.  An Option may be exercised so long as it is
  vested and outstanding from time to time, in whole or in part, in the manner
  and subject to the conditions that the Committee in its discretion may
  provide in the Option agreement.  

			(h)  Effect of Cessation of Employment or Service Relationship. 
  The Committee shall determine in its discretion and specify in each Option
  agreement the effect, if any, of the termination of the Participant's
  employment or other service relationship upon the exercisability of the
  Option. 

			(i)  Transferability of Options.  An Option shall not be
  assignable or transferable by the Participant except by will or by the laws
  of descent and distribution.  During the life of the Participant, an Option
  shall be exercisable only by him, by a conservator or guardian duly appointed
  for him by reason of his incapacity or by the person appointed by the
  Participant in a durable power of attorney acceptable to the Company's
  counsel.  Notwithstanding the preceding sentences of this Section 5(i), the
  Committee may in its discretion permit the Participant to transfer an Option
  to a member of the Immediate Family (as defined below) of the Participant, to
  a trust solely for the benefit of the Participant and the Participant's
  Immediate Family or to a partnership or limited liability company whose only
  partners or members are the Participant and members of the Participant's
  Immediate Family.  "Immediate Family" shall mean, with respect to any
  Participant, the Participant's child, stepchild, grandchild, parent,
  stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
  daughter-in-law, brother-in-law or sister-in-law, and shall include adoptive
  relationships. 

			(j) No Rights as Stockholder.  A Participant shall have no
  rights as a stockholder with respect to any Shares covered by an Option until
  becoming the record holder of the Shares.  No adjustment shall be made for
  dividends or other rights for which the record date is earlier than the date
  the certificate is issued, other than as required or permitted pursuant to
  Section 7.

	
			
			 
	
			
			 

	
			
			 6.
	
			
			TERMS AND CONDITIONS OF
  RESTRICTED STOCK AND RSUS

			(a)
			Restricted Stock and RSUs.  The Committee may grant Awards
  in the form of shares of Restricted Stock and/or RSUs (collectively, referred
  to as "Stock Awards").  Restrictions on Restricted Stock may include the
  right of the Company to repurchase all or part of the Shares at their issue price or other
  stated or formula price (or to require forfeiture of the Shares if issued at
  no cost) from the Participant in the event that conditions specified by the Committee
  in the applicable Award agreement are not satisfied prior to the end of the
  applicable restriction period or periods established by the Committee for the
  Stock Award.

			 

			
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(b)
			Form of Payment.  RSUs
  shall be paid in Shares. 
			(c) Procedures Relating to Stock Awards.  A Restricted Stock
  agreement or RSU agreement shall evidence the applicable Award and shall
  contain such terms and conditions as the Committee shall provide. 

			
			A holder of a Stock Award without
  restrictions or Restricted Stock shall, subject to the terms of any
  applicable agreement, have all of the rights of a stockholder of the Company,
  including the right to vote the Shares and (except as provided below) the
  right to receive any dividends.  Certificates representing Restricted Stock
  shall be imprinted with a legend to the effect that the Shares represented
  may not be sold, exchanged, transferred, pledged, hypothecated or otherwise
  disposed of except in accordance with the terms of the applicable agreement. 
  (If shares of Restricted Stock are held in book entry form, statements
  evidencing those shares shall include a similar legend.)  The Participant
  shall be required to deposit any stock certificates with an escrow agent
  designated by the Committee, together with a stock power or other instrument
  of transfer appropriately endorsed in blank.  With respect to such Shares,
  the Committee shall provide that dividends will not be paid with respect to
  unvested Restricted Stock until the time (if at all) the Restricted Stock
  vests, and the Company will retain such dividends and pay them to the
  Participant upon vesting. 

			
			Except as otherwise provided in
  this Section 6, Restricted Stock shall become freely transferable by the
  Participant after all conditions and restrictions applicable to the Shares
  have been satisfied or lapse (including satisfaction of any applicable tax
  withholding obligations).

			(d)  Additional Matters Relating to RSUs.

			(i)  Each grant of RSUs shall constitute the
  agreement by the Company to issue or transfer Shares to the Participant in
  the future in consideration of the performance of services, subject to the
  fulfillment during the period established by the Committee and set forth in
  the RSU agreement (the "Deferral Period") of such conditions as the Committee
  may specify.

			 

			(ii)  Each grant of RSUs may be made without
  additional consideration from the Participant or in consideration of a
  payment by the Participant that is less than the Fair Market Value on the
  date of grant.

			 

			(iii)  Each grant shall provide that the RSUs
  covered thereby shall be subject to a Deferral Period, which shall be fixed
  by the Committee on the date of grant, and any grant or sale may provide for
  the earlier termination of such Deferral Period in the event of a Change in
  Control of the Company or other similar transaction or event.  For the
  purposes of this Plan, "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.

			 

			
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			(iv) During the Deferral Period, the
  Participant shall not have any right to transfer any rights under the subject
  Award, shall not have any rights of ownership in the Shares issuable pursuant
  to the RSUs and shall not have any right to vote such Shares, but the
  Committee may on or after the date of grant, authorize the payment of
  dividend or other distribution equivalents on such Shares in cash or additional
  Shares on a current, deferred or contingent basis.

			 

			(v)  Each grant of RSUs shall be evidenced by
  an agreement delivered to and accepted by the Participant and containing such
  terms and provisions as the Committee may determine consistent with this
  Plan.

			
			(vi)  Each agreement underlying a
  Stock Award shall set forth the extent to which the Participant shall have
  the right to retain the Award following termination of the Participant's
  employment or other service relationship with the Company and the rights, if
  any, of the Participant upon a Change in Control, which may include, among
  other things, the acceleration of vesting of a Stock Award.  Whether any such
  right shall apply to a particular Award shall be determined in the sole
  discretion of the Committee.

	 	  
	
			
			7.
	
			
			ADJUSTMENT AND CHANGES IN
  SHARES 




 


If, after the Effective Date (as
defined below), there is a stock dividend or stock split, recapitalization
(including payment of an extraordinary dividend), merger, consolidation,
combination, spin-off, distribution of assets to stockholders, exchange of
shares, or other similar corporate change affecting the Shares, the Board shall
appropriately adjust the aggregate number of Shares (including Shares
underlying Options) available for Awards under this Plan or subject to
outstanding Awards, and any other factors, limits or terms affecting any
outstanding or subsequently issuable Awards as may be appropriate.

 

	
			
			8.
	
			
			EFFECTIVE DATE, DURATION OF
  PLAN AMENDMENT AND TERMINATION 




 


This Plan shall become effective
on the date of the adoption of this Plan by the Board (the "Effective Date"). This
Plan shall automatically terminate on the tenth (10th) anniversary of this Plan's
Effective Date. The Board may terminate, suspend or amend this Plan at any time
without stockholder approval except to the extent that stockholder approval is
required to satisfy applicable requirements imposed by (a) Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor rule or regulation; or (b) the rules of any exchange on or through
which the Shares are then listed or traded. For the avoidance of doubt, this
Plan shall be effective upon adoption by the Board, and shall be submitted to
the stockholders of the Company for approval within twelve (12) months after
adopted by Board. In the event that the stockholders of the Company shall not
approve this Plan within such twelve (12) month period, this Plan shall
terminate.  If this Plan is terminated, as a result of not having been approved
by stockholders during such 12-month period, automatic termination on the tenth
(10) anniversary as provided in this Section 8 or pursuant to any other terms
of this Plan, notwithstanding such termination, all Awards granted prior to
such termination shall continue until they are terminated by their terms.

 


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			9.
	
			
			APPLICABLE LAW AND
  REGISTRATION 

			


The grant of Awards and the issuance of Shares (including
Restricted Stock, Shares underlying Options, upon their exercise, and Shares
issued in connection with RSUs) shall be subject to all applicable laws, rules and regulations
and to such approvals of any governmental agencies or securities exchanges as
may be required. Notwithstanding the foregoing, no Shares, Restricted Stock, RSUs
or Options shall be issued under this Plan unless the Company is satisfied that
such issuance will be in compliance with applicable federal and state
securities laws. Shares issued under this Plan may be subject to such stop
transfer orders and other restrictions as the Board may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange
Commission, any exchange on or through which the Shares are then listed or
traded, or any applicable federal or state securities law. The Board may cause
a legend or legends to be placed on any stock certificates issued under this
Plan to make appropriate reference to restrictions within the scope of this
Section 9 or other provisions of this Plan.  To the extent not preempted by
Federal law, this Plan and all agreements hereunder shall be construed in
accordance with and governed by the laws of the State of New York, without
regard to the principles of conflicts of law.

 

	
			
			10.
	
			
			MISCELLANEOUS 

			


(a)  Transferability of Awards.  Except as otherwise provided herein, Awards shall
not be sold, assigned, transferred, pledged or otherwise encumbered by the
person to whom they are granted, either voluntarily or by operation of law,
except by will or the laws of descent and distribution and, during the life of
the Participant, shall be exercisable only by the Participant.

(b)  Documentation.  Each Award shall be evidenced
in such form (written, electronic or otherwise) as the Committee shall
determine.  Each Award may contain terms and conditions in addition to those
set forth in this Plan.

(c)  No Guarantee of Employment or Continuation of
Service Relationship.  Neither this Plan nor any Award agreement shall give
an employee or other service provider the right to continue in the employment
of or to continue to provide services to the Company or a subsidiary, or give
the Company or a subsidiary the right to require continued employment or
services.

(d)  Rounding Conventions.  The Committee may, in
its sole discretion and taking into account any requirements of the Code, including
without limitation, as applicable, Sections 422 through 424 and 409A of the
Code, determine the effect of vesting, stock dividend, and any other
adjustments on shares and any cash amount payable hereunder, and may provide
that no fractional shares will be issued (rounding up or down as determined by
the Committee) and that cash amounts be rounded down to the nearest whole cent.

(e)  Tax Withholding.  To the extent required by
law, the Company (or a subsidiary) shall withhold or cause to be withheld income
and other taxes with respect to any income recognized by a Participant by
reason of the exercise, vesting or settlement of an Award, and as a condition
to the receipt of any Award the Participant shall agree that if the amount
payable to him or her by the Company and any subsidiary in the ordinary course
is insufficient to pay such taxes, then he or she shall upon the request of the
Company pay to the Company an amount sufficient to satisfy its tax withholding
obligations. Without
limiting the foregoing, the Committee may in its discretion permit any
Participant's withholding obligation to be paid in whole or in part in the form
of Shares by withholding from the Shares to be issued or by accepting delivery
from the Participant of Shares already owned by him or her.  If payment of
withholding taxes is made in whole or in part in Shares, the Participant shall
deliver to the Company certificates registered in his or her name representing
Shares legally and beneficially owned by him or her, fully vested and free of
all liens, claims, and encumbrances of every kind, duly endorsed or accompanied
by stock powers duly endorsed by the record holder of the shares represented by
such certificates.  If the Participant is subject to Section 16(a) of the Exchange
Act, his or her ability to pay any withholding obligation in the form of Shares
shall be subject to any additional restrictions as may be necessary to avoid
any transaction that might give rise to liability under Section 16(b) of the
Exchange Act.

 


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(f)  Use of Proceeds.  The proceeds from the sale of
Shares pursuant to Awards shall constitute general funds of the Company.

(g)  Awards to Non-United States Persons.  Awards
may be made to Participants who are foreign nationals or employed outside the United
States on such terms and conditions different from those specified in this Plan
as the Committee considers necessary or advisable to achieve the purposes of this
Plan or to comply with applicable laws.  The Board shall have the right to
amend this Plan, consistent with its authority to amend this Plan as set forth
in Section 8, to obtain favorable tax treatment for Participants, and any such
amendments shall be evidenced by an Appendix to this Plan.  The Board may
delegate this authority to the Committee.

(h)  Compliance with Section 409A.  It is the
intention of the Company that no payment or entitlement pursuant to this Plan
will give rise to any adverse tax consequences to any person pursuant to
Section 409A of the Code.  The Committee shall interpret and apply this Plan to
that end, and shall not give effect to any provision therein in a manner that
reasonably could be expected to give rise to adverse tax consequences under
Section 409A.

 

 

 


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