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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On February 14, 2022, the board of directors of TechPrecision Corporation (the "Company") approved an amendment (the "Amendment") to the Company's 2016 Equity Incentive Plan (the "Plan"). The Amendment, which became effective upon its signature by an executive officer, amends the Plan to permit the Company to grant shares of fully vested common stock as a stock bonus award to eligible participants. Prior to the Amendment, the Plan only permitted the board of directors to grant stock options, restricted stock, restricted stock units and performance-based awards.

The committee designated to administer the Plan, or in the absence of such a committee, the full board of directors, will determine the number of shares, the restrictions, if any, and any other terms in connection with a stock bonus award. The recipient of a stock bonus award shall not have any rights as a stockholder of the Company with respect to the shares subject to such stock bonus award until the shares are actually issued thereunder. Stock bonus awards may be paid in the form of cash, whole shares of common stock or a combination thereof.

The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits






(d)    Exhibits



Exhibit     Description
Number
  10.1*       First Amendment to TechPrecision Corporation 2016 Equity Incentive
            Plan
104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the inline XBRL document).

* Management contract or compensatory arrangement or plan.

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