Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

On January 24, 2022 (the "Grant Date"), the board of directors (the "Board") of TechPrecision Corporation (the "Company"), in recognition of their special efforts in completing the previously disclosed acquisition of Stadco, granted (a) 10,000 shares of restricted stock under the Company's 2016 Equity Incentive Plan and (b) a cash award of $35,000, to each of Alexander Shen, the Company's chief executive officer, and Thomas Sammons, the Company's chief financial officer. The shares of restricted stock fully vest and cease to be subject to forfeiture on January 24, 2023 (the "Vesting Date"), one year following the Grant Date. Each grantee must be serving as an executive officer on the Vesting Date and must have been continuously serving in such capacity from the Grant Date through the Vesting Date for the shares of restricted stock to vest. Prior to the Vesting Date, the grantee is not permitted to sell, transfer, pledge, assign or otherwise encumber the shares of restricted stock and if the grantee's service with the Company terminates prior to the Vesting Date, the grantee's restricted stock will be forfeited automatically, subject to certain exceptions.

While any share of restricted stock remains subject to restriction, the grantee will have the right to vote the shares of restricted stock, but will not have the right to receive any cash distributions or dividends prior to the Vesting Date. If any cash distributions or dividends are payable with respect to the shares of restricted stock, the Board, in its sole discretion, may require the cash distributions or dividends to be subjected to the same vesting period as is applicable to the shares of restricted stock with respect to which such amounts are paid, or, if the Board so determines, reinvested in additional shares of restricted stock to the extent shares are available under the 2016 Equity Incentive Plan. The grantee shall not be entitled to interest with respect to any dividends or distributions subject to the vesting period. Any distributions or dividends paid in the form of securities with respect to shares of restricted stock will be subject to the same terms and conditions as the restricted stock with respect to which they were paid, including, without limitation, the same restriction period.

The awards were granted pursuant to a stock option award agreement, the form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits




Exhibit
Number     Description
  10.1       Form of Restricted Stock Award (incorporated herein by reference to
           Exhibit 10.1 to our Current Report on Form 8-K, filed with the
           Commission on December 10, 2018).
104        Cover Page Interactive Data File (the cover page XBRL tags are embedded
           within the inline XBRL document).

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