Re: Amendment to Employment Agreement, Vice President of Engineering and Operations, MTI MicroFuel Cells Inc.Mechanical Technology Inc • March 30th, 2009 • Measuring & controlling devices, nec
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:
December 31, 2008 Mr. Peng K. Lim P.O. Box 16005 Albany, NY 12212 Re: Amendment to Employment Agreement, Chief Executive Officer of Mechanical Technology, Incorporated Dear Mr. Lim:Mechanical Technology Inc • March 30th, 2009 • Measuring & controlling devices, nec • New York
This letter amends and restates our agreement with respect to the terms of your employment with Mechanical Technology, Incorporated (“MTI” or the “Company”) as Chairman and Chief Executive Officer of MTI and President and Chief Executive Officer of MTI MicroFuel Cells Inc. (“MTI Micro”). This letter supersedes the letter to you dated May 4, 2006 (the “Prior Letter”). The terms of your employment agreement, as amended and restated, effective as of December 31, 2008 are as follows:
Re: Amendment to Employment Agreement, Chief Executive Officer of Mechanical Technology, IncorporatedMechanical Technology Inc • March 30th, 2009 • Measuring & controlling devices, nec
This letter amends our recent letter agreement dated December 31, 2008 (the “Prior Letter”) with respect to the terms of your employment with Mechanical Technology, Incorporated (“MTI” or the “Company”) as Chairman and Chief Executive Officer of MTI and President and Chief Executive Officer of MTI MicroFuel Cells Inc. (“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:
December 31, 2008 Mr. Robert Kot 299 Delevan Road Delanson, NY 12053 Re: Amendment to MTII VP & GM Employment Letter Dear Bob:Mechanical Technology Inc • March 30th, 2009 • Measuring & controlling devices, nec • New York
This letter amends and restates our agreement, dated March 27, 2007, with respect to your employment with MTI Instruments, Inc. (“MTII” or “Company”) as Vice President and General Manager of MTII, and is intended to comply with Section 409A of the Internal Revenue Code, as amended, and the final Treasury Regulations promulgated thereunder (“Section 409A”). The terms of your employment agreement, as amended and restated, effective December 31, 2008, are set forth below:
Via Hand Delivery January 16, 2009 Mr. Robert Kot 299 Delevan Road Delanson, New York 12053 Re: Separation Agreement and Release Agreement Dear Bob:Mechanical Technology Inc • March 30th, 2009 • Measuring & controlling devices, nec • New York
As we have discussed, your employment with MTI Instruments Inc. (the “Company”) will end on January 16, 2009 (the “Termination Date”). As we also discussed, you are eligible to receive the severance benefits described herein if you sign and return this separation agreement and release agreement (“Separation Agreement and Release or the “Agreement”) to me by February 6, 2009 and do not revoke your acceptance.
MTI MICROFUEL CELLS INC. AMENDMENT NO. 1 TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT, SECURITY AGREEMENT AND SECURED CONVERTIBLE PROMISSORY NOTES AND CONSENTConvertible Note and Warrant Purchase Agreement • March 30th, 2009 • Mechanical Technology Inc • Measuring & controlling devices, nec • Delaware
This Amendment No. 1 to Convertible Note and Warrant Purchase Agreement, Security Agreement and Secured Convertible Promissory Notes and Consent (this “Amendment and Consent”) is made as of FEB 20th, 2009 (the “Effective Date”) by and among MTI MicroFuel Cells Inc., a Delaware corporation (the “Company”) and each of the investors listed on Exhibit A attached to this Amendment (each a “Purchaser” and together the “Purchasers”), and amends (i) that certain Convertible Note and Warrant Purchase Agreement, dated as of September 18, 2008 (the “Purchase Agreement”) between the Company and the Purchasers, (ii) that certain Security Agreement, dated as of September 18, 2008 (the “Security Agreement”) between the Company and the Purchasers, and (iii) those certain Secured Convertible Promissory Notes, each dated as of September 18, 2008 (the “Notes”) between the Company and each of the Purchasers.
December 30, 2008 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:Mechanical Technology Inc • March 30th, 2009 • Measuring & controlling devices, nec • New York
This letter amends and restates our agreement 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”). You shall continue to serve as Vice President of Engineering and Operations of MTI Micro. This letter supersedes our letter to you dated April 3, 2006, and any other letters or addendums thereto (excluding the Proprietary Information, Developments, Non-Competition and Non-Solicitation Agreement ), and this letter is intended to comply with the applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the final Treasury regulations and guidance issued thereunder (“Section 409A”). The terms of your employment agreement, as amended and restated, effective December 30, 2008 are as set forth below:
