0000064463-04-000054 Sample Contracts

MTI MicroFuel Cells Inc.
Mechanical Technology Inc • December 16th, 2004 • Measuring & controlling devices, nec

Option Exercisability Provisions This Option will become exercisable as to one-fourth of the Option Shares on the first anniversary of the Date of Grant and as to an additional one-fourth on each anniversary thereof, assuming you remain employed (or serve as a member of the Board) through those dates. Exercisability will accelerate fully on your Permanent Disability or death. "Permanent 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 six months, or, if the Company then maintains long-term disability insurance, the date as of which you are eligible for benefits under that insurance. The exercise schedule will /__/ continue / / cease if you become a consultant.

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MTI MicroFuel Cells Inc.
Stock Option Agreement • December 16th, 2004 • Mechanical Technology Inc • Measuring & controlling devices, nec

MTI MicroFuel Cells Inc. (the "Company") has granted you one or more options (the "Options") under its 2001 Employee, Director and Consultant Stock Option Plan (the "Plan"). Each Option lets you purchase a specified number (the "Option Shares") of shares of the Company's common stock, at specified prices per share (the "Exercise Price").

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