0001193125-06-167772 Sample Contracts

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • August 9th, 2006 • Plug Power Inc • Electrical industrial apparatus • New York

AGREEMENT made as of this 11th day of January, 2006 by and between Plug Power Inc., a Delaware corporation with its principal place of business in Latham, New York (the “Company”), and William D. Ernst (the “Executive”).

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FIRST AMENDMENT TO THE EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • August 9th, 2006 • Plug Power Inc • Electrical industrial apparatus • New York

This First Amendment to the Executive Severance Agreement (this “Amendment”) is entered into as of June 29, 2006 by and between Plug Power Inc., a Delaware corporation (the “Company”), and Jos van der Hyden, as (the “Executive”).

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT FOR INDEPENDENT DIRECTORS UNDER THE PLUG POWER INC.
Non-Qualified Stock Option Agreement • August 9th, 2006 • Plug Power Inc • Electrical industrial apparatus

Pursuant to the Plug Power Inc. 1999 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Plug Power Inc. (the “Company”) hereby grants to the Optionee named above, who is an Independent Director of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares (the “Option Shares”) of Common Stock, par value $.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above, subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

RESTRICTED STOCK AWARD AGREEMENT UNDER THE PLUG POWER INC.
Restricted Stock Award Agreement • August 9th, 2006 • Plug Power Inc • Electrical industrial apparatus

Pursuant to the Plug Power Inc. 1999 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Plug Power Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE PLUG POWER INC.
Non-Qualified Stock Option Agreement • August 9th, 2006 • Plug Power Inc • Electrical industrial apparatus

Pursuant to the Plug Power Inc. 1999 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Plug Power Inc. (the “Company”) hereby grants to the Optionee named above, who is an officer or employee of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares (the “Option Shares”) of Common Stock, par value $.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above, subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

FORM OF INCENTIVE STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE PLUG POWER INC.
Incentive Stock Option Agreement • August 9th, 2006 • Plug Power Inc • Electrical industrial apparatus

Pursuant to the Plug Power Inc. 1999 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Plug Power Inc. (the “Company”) hereby grants to the Optionee named above, who is an officer or employee of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares (the “Option Shares”) of Common Stock, par value $.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above, subject to the terms and conditions set forth herein and in the Plan.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • August 9th, 2006 • Plug Power Inc • Electrical industrial apparatus • New York

This Separation Agreement and General Release (this “Agreement”) is made and entered into as of the Agreement Date (as defined in Section 13 below) by and between Plug Power Inc. (“Employer”) and David A. Neumann (“Employee”).

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