Exhibit
10.1


 


Mechanical
Technology, Incorporated


 


AMENDED
AND RESTATED 2021 STOCK INCENTIVE PLAN


 


		1.	PURPOSE



 


The
purpose of the Mechanical Technology, Incorporated Amended and Restated 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 $0.001 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 Nevada.


 


		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.”


 


		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. 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.



 


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
LLC (“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;


 






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(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.



 






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		(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.



 


		(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 Nevada, 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.



 






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		(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.



 


		(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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