Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On April 15, 2024, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Soluna Holdings, Inc., formerly known as Mechanical Technology, Incorporated (the "Company"), adopted forms of restricted stock award agreements (the "Stock Award Agreements") that the Company may issue under the Company's Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan, as amended and in effect from time to time (the "2021 Plan"), and/or the Company's Soluna Holdings, Inc. 2023 Stock Incentive Plan (the "2023 Plan" and together with the 2021 Plan, each a "Plan" and collectively the "Plans"). The Stock Award Agreements may be denominated in shares of the Company's Common Stock ("Common Stock") and/or, in the case of Stock Award Agreements issued under the 2021 Plan, shares of the Company's 9.0% Series A Cumulative Perpetual Preferred Stock ("Preferred Stock").

The Company, upon the approval of the Compensation Committee, may issue to a recipient a Master Restricted Stock Agreement (a "Master RSA") under the 2021 Plan and/or the 2023 Plan. Each Master RSA will be denominated in shares of Common Stock and will be subject to one or more Stock Award Agreements pursuant to which the Company will issue shares of Common Stock in accordance with each Master RSA and the applicable Plan. Each Master RSA and accompanying Stock Award Agreement will be subject to the vesting schedules set forth therein, which may consist of time-based vesting or vesting upon a separation from the Company or a subsidiary thereof. Each Master RSA and accompanying Stock Award Agreement provides that if the recipient maintains a continuous business relationship through each vesting date, a portion of the shares subject to the Master RSA and accompanying Stock Award Agreement shall vest on the applicable vesting date. If the Company terminates the recipient's business relationship with the Company, or any subsidiary thereof, for any reason, whether voluntary or involuntary, no additional shares subject to the Master RSA or any accompanying Stock Award Agreement shall vest after the termination date. The Compensation Committee shall have the discretion to determine each recipient's business relationship status. For purposes of each Master RSA, a business relationship consists of service to the Company or its subsidiaries in the capacity of an employee, officer, director, consultant or advisor. If the Company consummates a change of control, all shares of Common Stock subject to the Master RSA and any accompanying Stock Award Agreement will automatically vest and become exercisable, subject to any limitations imposed by Sections 280G and 4999 of the Internal Revenue Code.

The Company, upon the approval of the Compensation Committee, may also issue to a recipient a Restricted Stock Award Agreement (a "General RSA") under the 2021 Plan. Each General RSA may be denominated in shares of Common Stock and/or Preferred Stock. Each General RSA will be subject to the vesting schedule set forth therein, which may consist of time-based vesting or vesting upon a separation from the Company or a subsidiary thereof. Each General RSA will provide that if the recipient maintains a continuous business relationship through each vesting date, a portion of the shares subject to the Stock Award Agreement shall vest on the applicable vesting date. If the Company terminates the recipient's business relationship with the Company, or any subsidiary thereof, for any reason, whether voluntary or involuntary, no additional shares subject to the Stock Award Agreement shall vest after the termination date. The Compensation Committee shall have the discretion to determine each recipient's business relationship status. For purposes of each Stock Award Agreement, a business relationship consists of service to the Company or its subsidiaries in the capacity of an employee, officer, director, consultant or advisor. If the Company consummates a change of control, all or a portion of the shares subject to the General RSA may, at the discretion of the Compensation Committee, vest and become free of some or all restrictions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may cause the application of Sections 280G and 4999 of the Internal Revenue Code.

The foregoing descriptions of the Master RSA, the General RSA and the accompanying Stock Award Agreements contained herein do not purport to be complete and are qualified in their entirety by reference to the Master RSA, the General RSA and the accompanying Stock Award Agreements, copies of which shall be filed with the Company's next periodic report and incorporated herein by reference.