February 24, 2009
James K. Prueitt
3 Chandler Drive
Ballston Lake, NY 12019
|
Re:
|
Amendment to
Employment Agreement, Vice President of Engineering and Operations,
MTI MicroFuel Cells Inc.
|
Dear Jim:
This letter amends our recent
letter agreement dated December 31, 2008 (the “ Prior
Letter ”) with respect to the terms of your
employment with MTI MicroFuel Cells Inc. (“ MTI
Micro ” or the “ Company
”), a subsidiary of Mechanical Technology, Incorporated
(“ MTI ”), as Vice President of
Engineering and Operations of MTI Micro. The terms of your
employment agreement as set forth in the Prior Letter are hereby
amended effective as of February 20, 2009 as follows:
1. Base Salary Deferral .
Effective March 1, 2009, and continuing through the earlier to
occur of May 31, 2009 or the initial closing of a Series A
Preferred Stock financing of MTI Micro (the “ Deferral
Period ”), an amount equal to 10% of your monthly
base salary ($1,569.16 per month) shall be temporarily deferred
(hereinafter, “ Deferred Salary ”). In
consideration of this salary deferral, at the end of the Deferral
Period, you will be either (A) paid an amount equal to your total
Deferred Salary, less applicable tax withholding, paid in equity
interests in (i) MTI Micro Series A Preferred Stock based on the
per share valuation paid by the investors in the Series A Preferred
Stock financing, if the next MTI Micro preferred financing closes
on or before May 31, 2009, or (ii) MTI Micro common stock based on
a per share valuation agreed upon by MTI Micro and the m
