EXHIBIT 10.1
MECHANICAL
TECHNOLOGY, INCORPORATED
AMENDED AND RESTATED
2006
EQUITY INCENTIVE PLAN 

Purpose 

Mechanical Technology, Incorporated, a New
York corporation (the “Company”), wishes to recruit,
reward, and retain employees, directors, and other service providers, including
consultants. To further these objectives, the Company hereby sets forth the
Mechanical Technology, Incorporated Amended and Restated 2006 Equity Incentive
Plan (the “Plan”), originally effective May 18, 2006 upon approval of its
adoption by the Company’s stockholders (the “Effective Date”), and as amended
and restated by the Company effective September 16, 2009, to provide options
(“Options”) to employees, directors, and other service providers of the Company
and its Eligible Affiliates to purchase shares of the Company’s common stock
(the “Common Stock”).

The Company may also make direct grants or
sales of Common Stock (with any or no restrictions) (“Restricted Stock
Grants”) to participants, and may also grant
stock appreciation rights
(“SARs”), restricted stock units providing for a future issuance of shares
(“RSUs”), and other share-based awards
(“Other Share-Based
Awards”). Grants of the various
equity-related instruments are “Awards.”

Participants 

All Employees of the Company and of any
Eligible Affiliates are potentially eligible for Awards under this Plan.
Eligible individuals become “optionees” or “recipients” when the
Administrator grants them, respectively, an Option or one of the other Awards
under this Plan. The Administrator may also grant Awards to directors,
consultants, and certain other service providers of the Company or any Eligible
Affiliate. (Optionees and recipients are referred to collectively as
“participants.”) The term
participant also includes, where appropriate, a person authorized to exercise an
Award or purchase or receive an Award in place of the original
recipient. 

“Employee” means any person the
Company or a Related Company employs as a common law employee. Other service
providers must be natural persons to participate. 

Administrator 

The “Administrator” is the Compensation
Committee (the “Compensation
Committee”) of the Board of Directors
(the "Board"), unless the Board specifies a different committee or acts under the
Plan as though it were the Compensation Committee. 

The Administrator is responsible for the
general operation and administration of the Plan and for carrying out the Plan’s
provisions and has full discretion in interpreting and administering the
provisions of the Plan and reconciling any inconsistencies with any Award
Agreement. Subject to the express provisions of the Plan, the Administrator may
exercise such powers and authority of the Board as the Administrator may find
necessary or appropriate to carry out its functions. The Administrator may act
through meetings of a majority of its members or by unanimous consent. The
Administrator may delegate its functions
to officers or other Employees of the Company
or Eligible Affiliates. The Administrator’s powers will include, but not be
limited to, the power to amend, waive, or extend any provision or limitation of
any Award. 

The Administrator may provide that an
Award is exercisable for shares while the shares are subject to forfeiture under
conditions the Administrator specifies. 

Granting of Awards 

Subject to the terms of the Plan, the
Administrator will, in its sole discretion, determine 

	the persons who receive Awards, 
  
	the terms of
  such Awards (including amendment, release, or extension of any provision),
  
  
	the schedule
  for exercisability or nonforfeitability (including any requirements that the
  participants or the Company satisfy performance criteria), 
  
	the time and
  conditions for expiration of the Awards, and 
  
	the form of
  payment due upon exercise or purchase (including any repricing or replacement
  of outstanding Awards). 


The Administrator may allow participants
to exercise otherwise non-exercisable portions of Awards, subject, in the
Administrator’s sole discretion, to whatever conditions it considers
appropriate. 

The Administrator’s determinations under
the Plan need not be uniform and need not consider whether possible recipients
are similarly situated. 

Options for Employees may be “incentive
stock options” (“ISOs”) within the meaning of Section 422 of the Internal Revenue
Code of 1986 (the “Code”), or the corresponding provision of any subsequently enacted
tax statute, or nonqualified stock options (“NQSOs”), and the Administrator
will specify which form of option it is granting. (If the Administrator fails to
specify the form of an option grant to an Employee, it will be an ISO to the extent the
tax laws permit.) Any options granted to outside
directors or other persons who are not Employees must be nonqualified stock
options. Neither the Company nor the Administrator will be liable if any Option
intended initially to be an ISO fails to so qualify or is amended to be an NQSO.


The Administrator may set whatever conditions it considers appropriate for the
SARs or other Awards, subject to the terms of the Plan.

31




Nonexempt Employee 

Any Option or SAR granted to an Employee
who is a nonexempt Employee for purposes of the Fair Labor Standards Act of 1938
(the “FLSA”) cannot by its terms be exercisable by the Employee for a period of at
least six months after its Date of Grant, to the extent required under the FLSA
for such Option or SAR to be excluded from the Employee’s “regular rate” (as
defined under the FLSA). The Administrator may impose such other conditions or
limitations on Options or SARs granted to nonexempt Employees as it may deem
appropriate to qualify such Options or SARs for exemption from such Employees’
regular rate under the FLSA. Nonexempt Employees will not be eligible for other
types of Awards under the Plan except to the extent that such Awards comply with
the FLSA. 

Substitutions 

The Administrator may grant Awards in
substitution for options or other equity interests held by individuals who
become Employees or other service providers of the Company or of an Eligible
Affiliate as a result of the Company’s or Eligible Affiliate’s acquiring or
merging with the individual’s employer or acquiring its assets. In addition, the
Administrator may provide for the Plan’s assumption of Awards granted outside
the Plan to persons who would have been eligible under the terms of the Plan to
receive a grant (or who were eligible under the acquired company’s plan),
including (i) persons who provided services to any acquired company or business,
(ii) persons who provided services to the Company or any Related Company, and
(iii) persons who received Awards from the Company before the Effective Date of
the Plan. If appropriate to conform the Awards to the interests for which they
are substitutes, the Administrator may grant substitute Awards under terms and
conditions (including, for exercisable Awards, Exercise Price) that vary from
those the Plan otherwise requires. 

Date Of Grant 

The Date of Grant will be the date as
of which the Administrator grants an Award to a person, as specified in the
Administrator’s minutes or other written evidence of action. 

Exercise Price 

The Exercise Price is, for Options,
the value of the consideration that a participant must provide in exchange for
one share of Common Stock and, for SARs, the measurement price. The
Administrator will determine the Exercise Price under each Award and may set the
Exercise Price without regard to the Exercise Price of any other Awards granted
at the same or any other time. The Company may use the consideration it receives
from the participant for general corporate purposes. 

The Exercise Price per share for ISOs,
NQSOs, and SARs may not be less than
100% of the Fair Market Value of a share of
Common Stock on the Date of Grant, provided,
however, that if the Administrator decides to
grant an ISO to someone described in Code Sections 422(b)(6) and 424(d) (as a
more-than-10%-stockholder), the Exercise Price must be at least 110% of the Fair
Market Value. 

Repricing 

(1) The Administrator may, with or without
stockholder approval, amend an outstanding Option granted under the Plan to
provide an Exercise Price per share that is lower than the then-current Exercise
Price of such outstanding Option, and (2) the Administrator may, with or without
stockholder approval, cancel any outstanding option (whether or not granted
under the Plan) and grant in substitution therefore new Awards under the Plan
covering the same or a different number of share of Common Stock and having an
exercise price per share lower than the then-current exercise price per share of
the cancelled option. 

Fair Market Value 

“Fair
Market Value” of a share of Common Stock
for purposes of the Plan will be determined as follows: 

	if the Common Stock
  trades on a national securities exchange or market, the closing sale price
  (for the primary trading session) on the Date of Grant; 
  
	if the Common
  Stock does not trade on any such exchange or market, the average of the
  closing bid and asked prices as reported by the National Association of
  Securities Dealers, Inc. Automated Quotation System (“Nasdaq”) for the Date of
  Grant; 
  
	if no such
  closing sale price information is available, the average of bids and asked
  prices that Nasdaq reports for the Date of Grant; 
  
	if Nasdaq does
  not report such bid and asked prices for the Date of Grant, the average of the
  bid and asked prices as reported by any other commercial service for the Date
  of Grant; or 
  
	if the Company
  ceases to have publicly-traded stock, the Administrator will determine the
  Fair Market Value for purposes of the Plan using any measure of value it
  determines to be appropriate (including, as it considers appropriate, relying on appraisals) in a manner consistent with the
  valuation principles under Code Section 409A, except as the Board or Committee
  may expressly determine otherwise. 


32 




For any date that is not a trading day,
the Fair Market Value of a share of Common Stock for such date will be
determined by using the foregoing provisions, as appropriate, for the
immediately preceding trading day and with the timing in the formulas above
adjusted accordingly. The Committee can substitute a particular time of day or
other measure of “closing sale price” or “bid and asked prices” if appropriate
because of exchange or market procedures or can, in its sole discretion, use
weighted averages either on a daily basis or such longer period as complies with
Code Section 409A. 

The Administrator has sole discretion to
determine the Fair Market Value for purposes of this Plan, and all Awards are
conditioned on the participants’ agreement that the Administrator’s
determination is conclusive and binding even though others might make a
different determination. 

Exercisability 

The Administrator will determine the times
and conditions for exercise or retention of each Award. 

Awards will become exercisable or
nonforfeitable at such times and in such manner as the Administrator determines
and the Award Agreement indicates; provided, however, that the Administrator may,
on such terms and conditions as it determines appropriate, accelerate the time
at which the participant may exercise any portion of an Option or at which
restrictions on the Awards will lapse. 

If the Administrator does not specify
otherwise, Awards will become exercisable or non-forfeitable as to
25% per
year on each anniversary of the Date of Grant, so long as the participant
remains employed or continues his relationship as an individual service
provider, and with respect to exercisable Awards, will expire as of the tenth
anniversary of the Date of Grant (unless they expire earlier under the Plan or
the Award Agreement). The Administrator has the sole discretion to determine
that a change in service-providing relationship eliminates any further service
credit on the exercise schedule. 

Substantial Corporate
Change 

Upon a Substantial Corporate Change, the Plan
and any unexercised or forfeitable Awards will terminate (after the occurrence
of one of the alternatives set forth below under Termination Alternatives) unless
either (i) an Award Agreement with a participant provides otherwise or (ii)
provision is made in writing in connection with such transaction for 

	the assumption or continuation of outstanding
  Awards, or 
  
	the
  substitution for such Awards with awards covering the stock or securities of a
  successor employer entity, or a parent or subsidiary of such
  successor,


with appropriate adjustments as to the
number and kind of shares of stock and prices (and with fractional shares
rounded down to the nearest whole share unless the Administrator determines
otherwise), in which event the Awards will continue in the manner and under the
terms so provided, with such increases in exercisability or nonforfeitability,
if any, as the Administrator determines appropriate in its sole
discretion. 

Termination Alternatives


If an Award would otherwise terminate
under the preceding provisions, the Administrator will either 

	provide that
  optionees or holders of SARs or other exercisable Awards will have the right,
  at such time before the completion of the transaction causing such termination
  as the Board or the Administrator reasonably designates, to exercise any
  unexercised portions of the Options or SARs or other exercisable Awards,
  including portions of such Awards not already exercisable, or 
  
	for any
  Awards, cause the Company, or agree to allow the successor, to cancel each
  Award after payment to the participant of an amount, if any, in cash, cash
  equivalents, or successor equity interests substantially equal to the fair
  market value of the consideration (as valued by the Administrator) paid for
  the Company’s shares, under the transaction minus, for Options and SARs or
  other exercisable Awards, the Exercise Price for the shares covered by such
  Awards (and, for any Awards, where the Board or the Administrator determines
  it is appropriate, any required taxes, withholdings or other required
  deductions), and with such allocation among cash, cash equivalents, and/or
  successor equity interests as the Administrator determines or approves.
  


A “Substantial Corporate Change” means any of the following events
after the initial Effective Date of the Plan: 

	      	(i)	      	sale of all or
      substantially all of the assets of the Company to one or more individuals,
      entities, or groups (other than an Excluded Owner) acting
    together,
		 
		(ii)		complete or
      substantially complete dissolution or liquidation of the
  Company,
		 
		(iii)		a person, entity, or
      group acting together (other than an Excluded Owner) acquires or attains
      ownership of more than 50% of the undiluted total voting power of the
      Company’s then-outstanding securities eligible to vote to elect members of
      the Board (“Company Voting
      Securities”),


33 





	      	(iv)	      	completion of a merger,
      consolidation, or reorganization of the Company with or into any other
      entity (other than an Excluded Owner) unless the holders of the
      Company Voting Securities outstanding immediately before such completion,
      together with any trustee or other fiduciary holding securities under a
      Company benefit plan, hold securities that represent immediately after
      such merger or consolidation at least 50% of the combined voting power of
      the then outstanding voting securities of either the Company or the other
      surviving entity or its ultimate parent;
		 
		(v)		the individuals who constitute
      the Board immediately before a proxy contest cease to constitute at least
      a majority of the Board (excluding any Board seat that is vacant or
      otherwise unoccupied) immediately following the proxy contest;
  or
		 
		(vi)		during any one year period, the
      individuals who constitute the Board at the beginning of the period (the
      “Incumbent
      Directors”) cease for any reason to
      constitute at least a majority of the Board (excluding any Board seat that
      is vacant or otherwise unoccupied), provided that any individuals that a
      majority of Incumbent Directors approve for service on the Board are
      treated as Incumbent Directors.


An “Excluded Owner” consists of the
Company, any Related Company, any Company benefit plan, any underwriter
temporarily holding securities for an offering of such securities, investors or
directors designated by the Board, or any trusts or other entities in which any
of the foregoing entities, individuals or members of their immediate family hold
a majority of the ownership or beneficial interests. 

Even if other tests are met, a
Substantial Corporate Change has not occurred under any circumstance in which the Company
files for bankruptcy protection or is reorganized following a bankruptcy filing.


The Administrator may determine that a
particular participant’s Awards will not become fully exercisable or
nonforfeitable as a result of what the Administrator, in its sole discretion,
determines is the participant’s insufficient cooperation with the Company with
respect to a Substantial Corporate
Change.

The Administrator may allow conditional
exercises before the completion of a Substantial Corporate Change that are
then rescinded if no Substantial Corporate
Change occurs. 

If any portion of an Award becomes
exercisable solely as a result of a Substantial Corporate Change, the
Administrator may provide that, upon exercise of such Award, the participant
will receive shares subject to a right of repurchase by the Company or its
successor at the Exercise Price; this repurchase right (x) will lapse at the
same rate as the Award would have become exercisable under its terms without a
Substantial Corporate Change and (y) will not apply to any shares subject to the portion
of the Award that was exercisable under its terms without regard to the
Substantial Corporate Change. 

Any Award granted to a participant in
replacement of other awards not under this Plan will only become fully
exercisable upon a Substantial Corporate
Change if (i) the plan under which the
participant originally received the awards specifically provided for such
acceleration, (ii) the Administrator provided for such acceleration in replacing
the options, or (iii) the Administrator so provides at another time. 

If a Substantial Corporate Change other
than a liquidation or dissolution of the Company occurs, the Company’s
repurchase and other rights under each outstanding Restricted Stock Grant will
inure to the benefit of the Company’s successor and will apply to the cash,
securities, or other property into which the Common Stock was converted or
exchanged pursuant to such Substantial
Corporate Change in the same manner and to
the same extent as they applied to the Common Stock subject to such Restricted
Stock Grant. If a Substantial Corporate
Change involving the liquidation or
dissolution of the Company occurs, except to the extent the instrument
evidencing any Restricted Stock Grant or any other agreement between a
participant and the Company provides specifically to the contrary, all
restrictions and conditions on all Restricted Stock Grants then outstanding will
automatically be treated as terminated or satisfied. 

The Board or other Administrator may take
any actions described in the Substantial
Corporate Change section, without any
requirement to seek participant consent. 

Limitation on ISOs 

An Option granted as an ISO will be an ISO
only to the extent that the aggregate Fair Market Value (determined at the Date
of Grant) of the stock with respect to which ISOs are exercisable for the first
time by the optionee during any calendar year (under the Plan and all other
plans of the Company and its parent or subsidiary corporations, within the
meaning of Code Section 422(e) and (f)), does not exceed $100,000. This
limitation applies to options in the order in which such options were granted.
If, by design or operation, the Option exceeds this limit, the excess will be
treated as an NQSO. 

Method of Exercise 

To exercise any exercisable portion of an
Award, the participant must: 

	deliver notice of
  exercise to the Secretary of the Company (or to whomever the Administrator
  designates), in a form complying with any rules the Administrator may issue,
  signed or otherwise authenticated by the participant, and specifying the
  number of shares of Common Stock underlying the portion of the Award the
  participant is exercising; 
  
	for the shares
  of Common Stock with respect to which the participant is exercising the Award,
  pay the full Exercise Price by cash or a check or any other form of
  consideration permitted by the Administrator; and 
  
	deliver to the Administrator such representations
  and documents as the Administrator, in its sole discretion, may consider
  necessary or advisable.


34 




Payment in full of the Exercise Price need
not accompany the written notice of exercise if the exercise complies with a
legally permissible cashless exercise method involving sale to the market,
including, for example, that the notice directs that the stock certificates (or
other indicia of ownership) for the shares issued upon the exercise be delivered
to a licensed broker acceptable to the Company as the agent for the individual
exercising the Award and at the time the stock certificates (or other indicia)
are delivered to the broker, the broker will tender to the Company cash or cash
equivalents acceptable to the Company and equal to the Exercise Price and any
required withholding taxes, provided such method complies with the Sarbanes
Oxley Act of 2002. 

Award Expiration 

No one may exercise an Option or other
exercisable Award more than ten years after its Date of Grant (or five years for
ISOs granted to 10% owners covered by Code Sections 422(b)(6) and 424(d)). In
addition, unless the Award Agreement provides otherwise, either initially or by
amendment, no one may exercise otherwise exercisable portions of an Award after
the first to occur of: 

Employment Termination 

The
1st
day after three (3) months after the date of termination of service-providing
relationship (other than for death or Disability), where termination of
service-providing relationship means the time when the employer-employee or
other individual service-providing relationship between the individual and the
Company (and all Related Companies) ends for any reason. The Administrator may
provide that Awards terminate immediately upon termination of service for
“cause” under an Employee’s employment or consultant’s services agreement or
under another definition specified in the Award Agreement. Unless the Award
Agreement or the Administrator provides otherwise, termination of
service-providing relationship
does not include instances in which the Company
immediately rehires a common law employee as an independent contractor. The
Administrator, in its sole discretion, will determine all questions of whether
particular terminations or leaves of absence are terminations of service and may
decide to suspend the exercise or forfeiture schedule during a leave rather than
to terminate the Award. Unless the Award Agreement or the Administrator provides
otherwise, terminations of service
include situations in which the participant’s
employer ceases to be related to the Company closely enough to be a Related
Company for new grants. The Administrator may provide that Options and SARs will
begin their three (3) month expiration period when any securities trading
blackout applicable to the departing officer, employee, or director expires.


Gross Misconduct 

For the Company’s termination of the
participant’s service-providing relationship as a result of the participant’s
Gross Misconduct, the time of such termination. For purposes of this Plan,
“Gross Misconduct” means the participant has 

	committed fraud,
  misappropriation, embezzlement, or willful misconduct; 
  
	committed or
  been indicted for or convicted of, or pled guilty or no contest to, any
  misdemeanor (other than for minor infractions or traffic violations) involving
  fraud, breach of trust, misappropriation, or other similar activity or
  otherwise relating to the Company or any Related Company, or any felony; or
  
  
	committed an
  act of gross negligence or otherwise acted with willful disregard for the
  Company’s or a Related Company’s best interests. 


If the participant has an employment or
other agreement in effect at the time of his or her termination that specifies
“cause” for termination, “Gross Misconduct” for purposes of his or her
termination will refer to “cause” under the employment or other agreement,
rather than to the foregoing definition.


Disability 

The
first annual anniversary of the participant’s
termination of service for disability, where “disability” means the inability to engage in any substantial gainful
activity because of any medically determinable physical or mental impairment
that can be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than 12 months, or, if the Company then
maintains long-term disability insurance, the date as of which the individual is
eligible for benefits under that insurance; or 

Death 

The
first
annual anniversary of the participant’s date
of death. 

If the Administrator permits exercise
of an Award after termination of service-providing relationship, the Award will
nevertheless expire as of the date that the former service provider violates any
covenant not to compete or other post-employment covenant in effect between the
Company or a Related Company and the former employee or other service provider.
In addition, an optionee who exercises an
ISO, if permitted, more than three (3) months after termination of employment
with the Company and/or Eligible Affiliates will only receive ISO treatment to
the extent the law permits, and becoming or remaining an employee of another
related company (that is not an Eligible Affiliate) or an independent contractor
will not prevent loss of ISO status because of the formal termination of
employment. 

35 




Nothing in this Plan extends the term of
an Award beyond the tenth anniversary of its Date of Grant, nor does anything in
this Award Expiration section make an Award exercisable or nonforfeitable that has
not otherwise become exercisable or nonforfeitable, unless the Administrator
specifies otherwise. 

Restricted Stock Awards 

The Administrator may grant Awards
entitling recipients to acquire Restricted Stock, subject to the Company’s right
to repurchase all or part of such shares at their issue price or other stated or
formula price (or to require forfeiture of such shares if issued at no cost)
from the recipient if conditions specified by the Administrator in the
applicable Award are not satisfied before the end of the applicable restriction
period or periods. Instead of granting Awards for Restricted Stock, the
Administrator may grant RSUs entitling the recipient to receive shares of Common
Stock to be delivered at the time such grants vest (and, together with
Restricted Stock, “Restricted Stock
Awards”). 

The Administrator will determine the terms
and conditions of a Restricted Stock Award, including the conditions for vesting
and repurchase (or forfeiture) and the issue price, if any.

Restricted Stock
Dividends 

Participants holding shares of Restricted
Stock will be entitled to all ordinary cash dividends paid with respect to such
shares, unless the Administrator provides otherwise. If any such dividends or
distributions are paid in shares, or consist of a dividend or distribution to
holders of Common Stock other than an ordinary cash dividend, the shares, cash,
or other property will be subject to the same restrictions on transferability
and forfeitability as the shares of Restricted Stock with respect to which they
were paid. Each dividend payment will be made no later than the end of the
calendar year in which the dividends are paid to shareholders of that class of
stock or, if later, the 15th day of the third month following the date the
dividends are paid to shareholders of that class of stock. 

Stock
Certificates

The Administrator may require the
participant to deposit in escrow any stock certificates the Company issues in
respect of shares of Restricted Stock, together with a stock power endorsed in
blank, with the Company (or its designee). At the expiration of the applicable
restriction periods, the Company (or such designee) will deliver the
certificates no longer subject to such restrictions to the participant or if the
participant has died, to the beneficiary the participant has designated in a
manner acceptable to the Company to receive amounts due or exercise rights of
the participant if the participant dies before receipt or exercise (the
“Designated Beneficiary”). In the absence of an effective designation by a
participant, “Designated
Beneficiary” will mean the person or
persons entitled to such certificates or amounts pursuant to the participant’s
will or, as applicable, as determined pursuant to the laws of descent and
distribution. 

RSU
Settlement 

Upon the vesting of and/or lapsing of
any other restrictions (i.e., settlement) with respect to each RSU, the Company
will pay the participant one share of Common Stock or an amount of cash equal to
the Fair Market Value of one share of Common Stock, as provided in the
applicable Award agreement. The Administrator may, in its discretion, provide
that settlement of RSUs will be deferred, on a mandatory basis or at the
election of the participant, and to the extent applicable, in a manner
consistent the Code Section 409A. 

RSU Voting
Rights 

A participant will have no voting
rights with respect to any RSUs. 

RSU Dividend
Equivalents 

To the extent the Administrator provides,
in its sole discretion, a grant of RSUs may provide participants with the right
to receive an amount equal to any dividends or other distributions declared and
paid on an equal number of outstanding shares of Common Stock
(“Dividend Equivalents”). The Company may pay the Dividend Equivalents currently or
may credit them to an account for the participants, may settle them in cash
and/or shares of Common Stock, and may subject them to the same restrictions on
transfer and forfeitability as the RSUs with respect to which the DERs are paid,
as determined by the Administrator in its sole discretion, subject in each case
to such terms and conditions as the Administrator may establish, in each case to
be set forth in the applicable Award agreement. 

Stock Appreciation Rights 

A SAR represents the right to receive a
payment in Common Stock, equal to the excess, if any, of the Fair Market Value
on the date the SAR is exercised over the SAR’s Exercise Price. The
Administrator will establish in its sole discretion all applicable terms and
conditions, and describe such determination in the applicable Award Agreement,
provided that the SAR will expire no more than 10 years after its Date of Grant.


Other Share-Based Awards 

The Administrator may grant Other
Share-Based Awards that are denominated in, valued in whole or in part by
reference to, or otherwise based on or related to the Common Stock. The
Administrator, in its sole discretion, will determine purchase, exercise, exchange, or conversion of the Other Share-Based Awards and all
other terms and conditions applicable to the Awards. 

36 




Award Agreement 

Award Agreements (which could be
certificates) will describe the terms of each Award and will include such terms
and conditions, consistent with the Plan, as the Administrator may determine are
necessary or advisable. To the extent an Award Agreement contains any provision
that contradicts any provision of this Plan, the terms of the provision of this
Plan supersede the contradictory provision of the Award Agreement, except as the
Award Agreement otherwise expressly provides. The Award Agreements may contain
special rules. 

Other Restrictions 

Without any requirements to seek a
participant’s consent, the Company may require the participant to use one or
more specified brokerage firms to exercise Awards and to hold shares received
from or under Awards until the later of one year after exercise or lapse of all
forfeiture restrictions or two years after the Date of Grant. 

Acceleration 

The Administrator may at any time provide
that any Award will become immediately exercisable or vested in whole or in
part, free of some or all restrictions or conditions, or otherwise realizable in
full or in part, as the case may be. 

Stock Subject To Plan 

Except as adjusted below under
Adjustments upon Changes in Capital
Stock, 

	the aggregate
  number of shares of Common Stock the Company may issue under Awards may not
  exceed 600,000 shares
  of Common Stock, of which a maximum of 600,000 shares can be used for Awards
  other than Options and SARs, 
  
	the Company
  can issue under ISOs from the preceding total an aggregate of 25,000 shares of
  Common Stock, and 
  
	the maximum
  number of shares that may be granted or covered under Awards for a single
  individual in a calendar year (including for purposes of Appendix I) may not
  exceed 600,000. (The individual maximum applies only to Awards first made under this Plan and not to Awards made in
  substitution of a prior employer’s options or other incentives, except as Code
  Section 162(m) otherwise requires.) 


The Common Stock will come from either
authorized but unissued shares or from previously issued shares that the Company
reacquires, including shares it purchases on the open market or holds as
treasury shares. If any Award expires, is canceled, surrendered, or forfeited,
or terminates for any other reason without having been fully exercised, or is
settled in cash, or otherwise results in Common Stock not being issued (any
shares which are retained by the Company to satisfy the Exercise Price or any
withholding taxes due with respect to an Award shall be treated as not issued
and should continue to be available under the Plan), the shares of Common Stock
available under that Award will again be available for the granting of new
Awards. SARs shall be counted in full against the number of shares available for
issuance under the Plan, regardless of the number of shares issued upon
settlement of the SARs. Shares restored to the Plan will only count for purposes
of the ISO authorized number if the Code so permits. 

No adjustment will be made for a dividend
or other right (except a stock dividend)
for which the record date precedes the date
of exercise. Any dividend equivalents distributed under the Plan shall be
applied against the number of shares available for Awards under the Plan.


The participant will have no rights of a
stockholder with respect to the shares of stock subject to an Award except to
the extent that the Company has issued certificates for, or otherwise confirmed
ownership of, such shares upon the exercise or the granting of an Award, or the
Administrator otherwise specifies. 

The Company will not issue fractional
shares pursuant to the exercise of an Award, unless the Administrator determines
otherwise, but the Administrator may, in its discretion, direct the Company to
make a cash payment in lieu of fractional shares. 

Person Who May Exercise 

During the participant’s lifetime, only
the participant or his duly appointed guardian or personal representative may
exercise or hold an Award (other than nonforfeitable Common Stock). After his
death, a Designated Beneficiary or, if there is no Designated Beneficiary, a
participant’s personal representative or any other person authorized under a
will or under the laws of descent and distribution may exercise any then
exercisable portion of an Award or hold any then nonforfeitable portion of any
Award. If someone other than the original recipient seeks to exercise or hold
any portion of an Award, the Administrator may request such proof as it may
consider necessary or appropriate of the person’s right to exercise or hold the
Award. 

37 




Performance Rules 

Subject to the terms of the Plan, the
Administrator will have the authority to establish and administer performance
objectives with respect to such Awards as it considers appropriate, which
performance objectives must be satisfied, as the Administrator specifies, before
the participant receives or retains an Award or before the Award becomes
nonforfeitable or exercisable. 

The
Administrator will determine whether such performance objectives are attained,
and such determination will be final and conclusive. 

The Administrator may express each
performance objective in absolute and/or relative terms, and may use comparisons
with current internal targets, the past performance of the Company (including
the performance of one or more Related Companies) and/or the past or current
performance of other companies. In the case of earnings-based measures,
performance objectives may use comparisons relating to capital (including, but
not limited to, the cost of capital), shareholders’ equity and/or shares
outstanding, or to assets or net assets. 

The Administrator also retains the
discretion to specify that it can adjust a performance objective award payout
downwards under such factors as it considers appropriate. 

Adjustments Upon Changes In Capital
Stock 

Subject to any required action by the
Company (which it agrees to promptly take) or its stockholders, and subject to
the provisions of applicable corporate law, if, after the Date of Grant of an
Award, 

	      	(i)	      	the outstanding shares of Common
      Stock increase or decrease or change into or are exchanged for a different
      number or kind of security because of any recapitalization,
      reclassification, stock split, or reverse stock split, the Administrator
      must make a proportionate and appropriate adjustment in the number of
      shares of Common Stock underlying each Award, so that the proportionate
      interest of the participant immediately following such event in the fully
      diluted equity of the Company will, to the extent practicable, be the same
      as immediately before such event or
		 
		(ii)		the outstanding shares of Common
      Stock increase or decrease or change into or are exchanged for a different
      number or kind of security because of any combination of shares, exchange
      of shares, stock dividend, or other distribution payable in capital stock
      or some other increase or decrease in such Common Stock occurs without the
      Company’s receiving consideration (excluding, unless the Administrator
      determines otherwise, stock repurchases), the Administrator may make what
      it determines to be an equitable adjustment in the number of shares of
      Common Stock underlying each Award.


Neither adjustment applies to Common Stock
that the participant has already purchased which is subject to the adjustments
applicable to Common Stock. Unless the Administrator determines another method
would be appropriate, any such adjustment to an exercisable Award will not
change the total price with respect to shares of Common Stock underlying the
unexercised portion of such Award but will include a corresponding proportionate
adjustment in the Award’s Exercise Price and in any applicable repurchase
obligations or rights. The Board or other Administrator may take any actions
described in this section without any requirement to seek participant consent.


The Administrator will make a commensurate
change to the maximum number and kind of shares provided in each portion of the
Stock Subject to Plan section. 

Any issue by the Company of any class of
preferred stock, or securities convertible into shares of common or preferred
stock of any class, will not affect, and no adjustment by reason thereof will be
made with respect to, the number of shares of Common Stock subject to any Award
or the Exercise Price except as this Adjustments section specifically
provides. The grant of an Award under the Plan will not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, or to merge or
to consolidate, or to dissolve, liquidate, sell, or transfer all or any part of
its business or assets. 

Related Company Employees


Employees of Eligible Affiliates will be
potentially entitled to participate
in the Plan, except as the Administrator
otherwise designates. 

“Eligible Affiliate” means MTI
MicroFuel Cells Inc., MTI Instruments, Inc., and any other Related Companies,
except as the Administrator otherwise specifies. For ISO grants,
“Related Company” means any corporation in an unbroken chain of corporations
including the Company if, at the time a participant receives an ISO under the
Plan, each corporation (other than the last corporation in the unbroken chain)
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in another corporation in such chain. “Related Company” also
includes a single-member limited liability company included within the chain
described in the preceding sentence. The Administrator may use a different
definition of Related Company for NQSOs and other Awards and may include other
forms of entity at the same level of equity relationship (or such other level as
the Board or the Administrator specifies). 

38 




Legal Compliance 

The Company will not issue any shares of
Common Stock under an Award until all applicable requirements imposed by Federal
and state securities and other laws, rules, and regulations, and by any
applicable regulatory agencies or stock exchanges or markets, have been fully
met. To that end, the Company may require the participant to take any reasonable
action to comply with such requirements before issuing such shares, including
compliance with any Company black-out periods or trading restrictions. No
provision in the Plan or action taken under it authorizes any action that
Federal or state laws or any other laws, rules or regulations otherwise
prohibit. 

The Plan is intended to conform to the
extent necessary with all provisions of the Securities Act of 1933
(“Securities Act”) and the Securities Exchange Act of 1934 and all regulations
and rules the Securities and Exchange Commission issues under those laws.
Notwithstanding anything in the Plan to the contrary, the Administrator must
administer the Plan, and Awards may be granted and exercised, only in a way that
conforms to such laws, rules, and regulations and any other laws, rules and
regulations. To the extent permitted by applicable law, the Plan and any Awards
will be treated as amended to the extent necessary to comply with such laws,
rules, and regulations, and the Administrator may make any further amendments to
Awards that are necessary for such compliance.

Purchase For Investment And Other Restrictions 

Unless a registration statement under the
Securities Act covers the shares of Common Stock a participant receives under an
Award, the Administrator may require, at the time of grant and/or exercise, that
the participant agree in writing to acquire such shares for investment and not
for public resale or distribution, unless and until the shares subject to the
Award are registered under the Securities Act. Unless the shares are registered
under the Securities Act, the participant must acknowledge: 

	that the shares received under the Award are not
  so registered, and
  
	that the participant may not sell or otherwise
  transfer the shares unless 


	            
      	-	    	such sale or
      transfer complies with all applicable laws, rules, and regulations,
      including all applicable Federal and state securities laws, rules, and
      regulations, and either
		-	    	the shares
      have been registered under the Securities Act in connection with the sale
      or transfer thereof, or
		-	    	counsel
      satisfactory to the Company has issued an opinion satisfactory to the
      Company that the sale or other transfer of such shares is exempt from
      registration under the Securities
Act.




  Additionally, the Common Stock, when
  issued under an Award, will be subject to any other transfer restrictions,
  rights of first refusal, rights of repurchase or of forfeiture, and voting
  agreements set forth in or incorporated by reference into other applicable
  documents, including the Award Agreements, or the Company’s articles or
  certificate of incorporation, by-laws, or generally applicable stockholders’
  agreements. 

  The Administrator may, in its sole
  discretion, take whatever additional actions it considers appropriate to
  comply with such restrictions and applicable laws, including placing legends
  on certificates and issuing stop transfer orders to transfer agents and
  registrars. 

  Taxes, Withholding and Other Required
  Deductions 

  The participant must satisfy all
  applicable federal, state, and local or other tax, withholding, and other
  obligations and required deductions before the Company will deliver stock
  certificates or otherwise recognize ownership of Common Stock under an Award.
  The Company may decide to satisfy such obligations through additional
  withholding on salary or wages. If the Company elects not to or cannot
  withhold from other compensation, the participant must pay the Company the
  full amount, if any, required to satisfy such amounts, or, if and to the
  extent permitted, have a broker tender to the Company cash equal to the
  withholding obligations. Payment of these obligations is due before the
  Company will issue any shares on exercise or release from forfeiture of an
  Award or, if the Company so requires, at the same time as is payment of the
  exercise price unless the Company determines otherwise. If provided for in an
  ISO or other Award or approved by the Administrator in its sole discretion
  (other than with respect to ISOs), a participant may satisfy such obligations
  in whole or in part by delivery of shares of Common Stock, including shares
  retained from the Award creating the obligation, valued at their Fair Market
  Value; provided, however, except as the Administrator otherwise provides, the total amount
  where stock is being used to satisfy such obligations cannot exceed the
  Company’s minimum statutory withholding obligations (based on minimum
  statutory withholding rates, including payroll taxes, that are applicable to
  such supplemental taxable income). Shares surrendered to satisfy any
  obligation pursuant to this section cannot be subject to any repurchase,
  forfeiture, unfulfilled vesting or other similar requirements. 

  Transfers, Assignments, and Pledges 

  Except as otherwise permitted by the
  Administrator, an Award may not be assigned, pledged, or otherwise transferred
  in any way, whether by operation of law or otherwise or through any legal or
  equitable proceedings (including bankruptcy), by the participant to any
  person, except by will or by operation of applicable laws of descent and
  distribution. 

  39 

  


Amendment or Termination of Plan and Options 

The Board may amend, suspend, or terminate
the Plan at any time, without the consent of the participants or their
beneficiaries; provided, however, that such actions are consistent with this section. Except
as required by law or by the Substantial Corporate
Change or Adjustment Upon Changes in Capital Stock sections or permitted under the Method
of Exercise section, the Administrator may
not, without the participant’s or Designated Beneficiary’s consent, modify the
terms and conditions of an Award so as to materially adversely affect the
participant. No amendment, suspension, or termination of the Plan will, without
the participant’s or Designated Beneficiary’s consent, terminate or materially
adversely affect any right or obligations under any outstanding Awards, except
as provided in the Substantial Corporate
Change or the Adjustments Upon Changes in Capital Stock sections. 

The following actions will require prior
applicable stockholder approval: 

	      	(i)	      	any amendment to an
      Award intended to comply with Section 162(m), which amendment provides
      that the Award will become exercisable, realizable or vested, as
      applicable to such Award; and
		 
		(ii)		any amendment
      requiring stockholder approval under applicable law or the rules of any
      exchange upon which the Company’s shares are
traded.


In addition, if at any time the approval
of the Company’s stockholders is required as to any other modification or
amendment under Section 422 of the Code or any successor provision with respect
to ISOs, the Board may not effect such modification or amendment without such
approval. The Administrator may not make any Award that is conditioned upon
stockholder approval of any amendment to the Plan. 

Privileges of Stock Ownership 

No participant and no Designated
Beneficiary or other person claiming under or through such participant will have
any right, title, or interest in or to any shares of Common Stock allocated or
reserved under the Plan or subject to any Award except as to such shares of
Common Stock, if any, already issued to such participant. 

Effect on Other Plans

Whether receiving or exercising an Award
causes the participant to accrue or receive additional benefits under any
pension or other plan is governed solely by the terms of such other plan.


Limitations on Liability

Notwithstanding any other provisions of
the Plan, no individual acting as a director, officer, other employee, or agent
of the Company will be liable to any participant, former participant, spouse,
Designated Beneficiary, or any other person for any claim, loss, liability, or
expense incurred in connection with the Plan, nor will such individual be
personally liable because of any contract or other instrument he executes in
such other capacity. The Company will indemnify and hold harmless each director,
officer, other employee, or agent of the Company to whom any duty or power
relating to the administration or interpretation of the Plan has been or will be
delegated, against any cost or expense (including attorneys’ fees) or liability
(including any sum paid in settlement of a claim with the Board’s approval)
arising out of any act or omission to act concerning this Plan unless arising
out of such person’s own fraud or bad faith. 

No Employment Contract

Nothing contained in this Plan constitutes
an employment contract between the Company and the participants. The Plan does
not give any participant any right to be retained in the Company’s employ, nor
does it enlarge or diminish the Company’s right to end the participant’s
employment or other relationship with the Company. 

Applicable Law 

The laws of the State of New York (other
than its choice of law provisions) govern this Plan and its interpretation.


Duration of the Plan 

The Administrator may not grant Awards
under the Plan after the tenth anniversary of the Effective Date. The Plan will
then terminate but will continue to govern unexercised and unexpired Awards.


Authorization of
Sub-Plans

The Board may from time to time establish
one or more sub-plans under the Plan for purposes of satisfying any applicable
laws, rules or regulations of various jurisdictions. The Board will establish
such sub-plans by adopting supplements to this Plan containing (i) such
limitations on the Administrator’s discretion under the Plan as the Board
considers necessary or desirable, or (ii) such additional terms and conditions
not otherwise inconsistent with the Plan as the Board considers necessary or
desirable. All supplements the Board adopts will be treated as part of the Plan,
but each supplement will apply only to participants within the affected
jurisdiction and the Company will not be required to provide copies of any
supplement to participants in any jurisdiction that is not the subject of such
supplement. 

40 






Compliance with Code Section
409A 

No Award may provide for deferral of
compensation that does not comply with Section 409A of the Code, unless the
Administrator, at the time of grant or by later amendment, specifically provides
that the Award is not intended to comply with Section 409A of the Code, provided
that nothing in this Plan or otherwise constitutes a guaranty to the
participants that any Awards will comply with Section 409A. 

Approval of the Plan 

The Plan in its original form was adopted
and effective upon approval by the Company’s stockholders on May 18, 2006. The
Plan as amended and restated was adopted and effective upon approval by the
Company’s Board of Directors on September 16, 2009. 

41 





APPENDIX I 
Performance Grants under Code Section 162(m)

Special Performance
Goals

The Administrator may choose to designate
that either the granting or vesting of Awards (other than Options and SARs) for
Performance Periods are based on “Special
Performance Goals,” using exclusively one
or more of the following measures, as long as Special Performance Goals are
substantially uncertain to be attained when established:

	earnings per share (on a fully diluted or other
  basis),
  
	stock price targets or stock price maintenance,
  
	pretax or after tax net income,
  
	operating income,
  
	gross revenue,
  
	gross margin,
  
	operating profit before or after discontinued operations and/or taxes
  
	earnings before or after discontinued operations, interest, taxes, depreciation, and/or amortization,
  
	earnings growth,
  
	cash flow or cash position,
  
	sales or sales growth or market share,
  
	return on sales, assets, equity, or investment,
  
	improvement of financial ratings,
  
	achievement of balance sheet or income statement objectives,
  
	total shareholder return
  
	entering into OEM contracts for military, industrial and consumer, or
  
	achievement of specified technical improvements in products or products under development.



The Administrator may express each Special
Performance Goal in absolute and/or relative terms, and may use comparisons with
current internal targets, the Company’s past performance (including the
performance of one or more Related Companies) and/or the past or current
performance of other companies. The Administrator may set Special Performance
Goals that vary by Participant or by Award, that may be particular to a
Participant or the department, branch, line of business, subsidiary or other
unit in which the Participant works, and that may cover such Performance Period
as the Administrator may specify.

The Administrator will determine the
measures for setting Special Performance Goals for any given Performance Period
in accordance with generally accepted accounting principles (“GAAP”), where
applicable, and in a manner consistent with the methods used in the Company’s
audited financial statements. Absent specific contrary determination by the
Administrator during the Applicable Period, the Special Performance Goals will
not take into account (i) extraordinary items as determined by the Company’s
independent public accountants in accordance with GAAP, (ii) changes in
accounting, (iii) gains or losses on the dispositions of discontinued
operations, (iv) the writedown of any asset, and (v) charges for restructuring
and rationalization programs.

Performance Period

A “Performance Period” is a period
for which the Administrator sets Special Performance Goals and during which the
Administrator measures performance to determine whether a Participant is
entitled to payment or vesting of an Award under the Plan. A Performance Period
may coincide with one or more complete or partial fiscal years of the
Company.

Applicable Period

The “Applicable Period” with respect to
any Performance Period means a period beginning on or before the first day of
the Performance Period and ending no later than the earlier of (i) the 90th day
of the Performance Period or (ii) the date on which 25% of the Performance
Period has been completed.

Administrator

The Administrator for purposes of granting
Awards that use Special Performance Goals must be a committee consisting of two
or more directors, each of whom qualifies as an “outside director” within the
meaning of Section 162(m), and those outside directors will have exclusive
authority under this Plan to make Awards and establish and determine
satisfaction of Special Performance Goals under this Appendix. Assuming the
minimum number of outside directors can still act, the Administrator may satisfy
this requirement through (i) providing that persons who are not “outside
directors” cannot vote on an issue, (ii) allowing those persons to abstain from
voting, or (iii) creating a subcommittee of qualifying outside directors to take
action with respect to this Plan.

42




Payment of Awards 

Subject to the limitations set forth in
this Appendix, Awards determined under the Plan for a Performance Period will be
paid or vested as soon as practicable following the end of the Performance
Period to which the Awards apply. The Administrator may not waive the
achievement of the applicable Special Performance Goals except in the case of
the death or disability of the Participant. 

Certification 

No Award will be paid or vested, as
applicable, unless and until the Administrator, based on the Company’s audited
financial results for such Performance Period (as prepared and reviewed by the
Company’s independent public accountants), has certified in the manner
prescribed under applicable regulations the extent to which the Performance
Goals for the Performance Period have been satisfied and the Administrator has
made its decisions regarding the extent of any Negative Discretion Adjustment of
Awards. 

Negative Discretion 

The Administrator’s powers include the
power to make “Negative Discretion
Adjustments,” which are adjustments that
eliminate or reduce (but do not increase) an Award otherwise payable to a
Participant for a Performance Period. No Negative Discretion Adjustment may
cause an Award to fail to qualify as “performance based compensation” under
Section 162(m). 

Duration of Appendix I 

Appendix I will remain effective for the
duration of the Plan, unless the Board terminates it earlier, provided, however, that the continued
effectiveness of Appendix I will be subject to the approval of the Company’s
shareholders at such times and in such manner as Section 162(m) may require.


Disclosure and Approval of Appendix I


Appendix I must be submitted to Company
shareholders for their approval as part of the Plan. The specific terms of the
Plan, including the class of employees eligible to be Participants, the measures used
for Special Performance Goals, and the terms of payment of Awards, must be
disclosed to the shareholders to the extent Section 162(m) requires. 

Purpose of Appendix I 

This Appendix is intended to conform with
all provisions of Code Section 162(m) and Treas. Reg. Section 1.162-27 to the
extent necessary to allow the Company a Federal income tax deduction for Awards
as “qualified performance based compensation,” provided that the Administrator
retains the discretion whether to make Awards that do not so qualify, and that
the Administrator may also grant Awards that satisfy Code Section 162(m) without
the application of this Appendix. 

43