AWARD AGREEMENT (NON-QUALIFIED STOCK
OPTION)
under the
MECHANICAL TECHNOLOGY, INCORPORATED
AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN
THIS AGREEMENT is made as of the
___ day of _____, 20__, by and between Mechanical Technology,
Incorporated, a New York corporation (the "Company"), and [NAME OF
DIRECTOR] (the "Optionee").
WITNESSETH:
WHEREAS, the Optionee is now a
Director of the Company, and the Company desires to provide
additional incentives to the Optionee, to encourage stock ownership
by the Optionee, and to encourage the Optionee to remain as a
Director of the Company, and as an inducement thereto the Company
has determined to grant to the Optionee a non-qualified stock
option pursuant to the Company's Amended and Restated 2006 Equity
Incentive Plan ("Plan");
NOW, THEREFORE, it is agreed
between the parties as follows:
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1.
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Grant of
Option. Subject to the
terms and conditions hereof, the Company hereby grants to the
Optionee the right and option (the "Option") to purchase from the
Company up to, but not exceeding in the aggregate, ___________
shares of the Company's Common Stock, par value $0.01 ("Common
Stock"), at a price of $__________ per share (the "fair market
value" of the Common Stock, determined as provided in the Plan, on
the date of grant of this Option). This option is not
intended to meet the requirements for "incentive stock options"
under Section 422A of the Internal Revenue Code (the
"Code") .
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2.
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Right to
Exercise Option . The
Option hereby granted may not be exercised immediately upon the
grant hereof, and shall remain exercisable until exercised or until
the expiration of the Option (as hereinafter provided), whichever
occurs first. Any provision of this Agreement notwithstanding, this
Option shall not be exercisable on or after [10 years after the
date of grant], on which date all Options hereunder shall
expire.
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3.
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Death . If the Optionee should die the executor or
administrator of the estate of the Optionee, or the person or
persons to whom the Option shall have been transferred by will or
by the laws of descent and distribution, shall have the right,
within one year from the date of the Optionee's death, to exercise
this Option to the extent that it shall have been exercisable and
unexercised on the date of the Optionee's death, subject to any
other limitation on the exercise of such Option in effect at the
date of exercise.
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4.
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Exercise of
Option . The Optionee,
from time to time during the period when the Option hereby granted
may by its terms be exercised, may exercise the Option in whole or
in part as at the time permitted, by delivery to the Company
of:
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(a)
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a written
notice signed by the Optionee (i) stating the number of shares that
the Optionee has elected to purchase at that time from the Company,
and (ii) upon the request of the Company, representing that the
Optionee is acquiring the shares being purchased for investment and
not for resale; and
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(b)
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payment for the
shares in the form of either (i) cash, personal check, bank draft,
money order, (ii) the surrender of previously-acquired shares of
the Company's Common Stock, duly endorsed for transfer (or with
duly executed stock powers attached), or (iii) a written election
to have shares of the Company's Common Stock withheld from the
shares to be received by the Optionee upon exercise of the Option
(the aggregate fair market value of which shares will satisfy in
full or in part the exercise price of the Option), for an amount
equal to the purchase price of the shares then to be
purchased.
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After receipt
of the foregoing and subject to Section 5 below and to any
restrictions imposed pursuant to the next paragraph, in the case of
the Optionee's surrender of any previously-acquired shares that are
subject to a risk of forfeiture, the Company shall issue the shares
in the name of the Optionee and deliver the certificates therefor
to the Optionee.
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Any
previously-acquired shares surrendered in payment of a portion of
the exercise price may include shares subject to a risk of
forfeiture that were issued under this Plan or another plan of the
Company, but in such case any shares issued upon exercise of this
Option, the purchase or exercise price of which was paid for by
surrendering shares subject to a risk of forfeiture, shall
themselves be subject to the same risk of forfeiture for the same
period and on the same terms as the shares so surrendered as
payment. Shares of the Company's Common Stock (including shares to
be acquired pursuant to the exercise of this Option) that are
surrendered as payment for shares purchased pursuant to the
exercise of this Option shall be valued, for such purpose, at the
"fair market value" of the Company's Common Stock, determined in
accordance with the Plan, on the business day preceding the date of
surrender of the certificates for such shares to the Company, duly
endorsed for transfer (or with duly executed stock powers attached)
and accompanied by a notice of election to exercise the Option (in
the case of the surrender of already-owned shares) or on the
business day preceding the date of the Optionee's delivery to the
Company of a notice of election to exercise the Option and written
election to have shares withheld from the shares to be received by
the Optionee upon exercise of the Option (in the case of shares to
be acquired pursuant to the exercise of this Option), as the case
may be.
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5.
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Compliance
With Securities Laws .
Anything to the contrary herein notwithstanding, the Company's
obligation to sell and deliver stock under this Option is subject
to such compliance with
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