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.

On November 19, 2024, Plug Power Inc., a Delaware corporation (the "Company") entered into a new Executive Employment Agreement (the "Employment Agreement") with Paul B. Middleton, the Company's Chief Financial Officer and Executive Vice President, as described further below.

In addition, on November 19, 2024, the Board of Directors (the "Board") of the Company granted a retention award to Mr. Middleton to enable the Company to retain and motivate such employee during a critical period. Mr. Middleton received an aggregate of 1,302,084 restricted shares of the Company's common stock that will vest in three equal annual installments on the first, second and third anniversaries of the grant date. Pursuant to such grant, upon termination of Mr. Middleton's service relationship (i) by Mr. Middleton for Good Reason (as defined in the Employment Agreement), (ii) by the Company without Cause (as defined in the Employment Agreement), or (iii) by the mutual agreement of the Company and Mr. Middleton in accordance with the terms of the Employment Agreement, all outstanding shares of such restricted shares will become fully vested.

The initial term of the Employment Agreement is until November 19, 2026 (the "Term"), which the Company and Mr. Middleton may mutually agree to extend for an additional year (the "Extended Term"). After the Extended Term, the Employment Agreement will automatically extend on each subsequent anniversary unless one party provides written notice that it does not wish to further extend the Employment Agreement, such notice to be provided before September 30^th of the then current year.

Pursuant to the Employment Agreement, Mr. Middleton will be entitled to an annual base salary of $600,000, subject to upward increases as may be determined upon annual review by the Company. During Mr. Middleton's employment, he will be eligible to receive cash incentive compensation as determined by the Compensation Committee (the "Compensation Committee") of the Board from time to time and participate in the Company's annual bonus program, which currently provides for a target payment equivalent to 100% of his annual base salary subject to achievement of Company performance goals. Mr. Middleton's annual bonus for 2024 equal to his current base salary of $600,000 is guaranteed to be paid no later than March 15, 2025. Mr. Middleton is also entitled to continue to participate in or receive benefits under the Company's employee benefit plans available to other employees of the Company.

No later than June 30^th of each calendar year, Mr. Middleton will be entitled to receive an annual equity grant of restricted shares of the Company's stock equal to the greater of (x) the number of shares as may be approved by the Compensation Committee or (y) the number of shares with a grant date fair value equivalent to $1,500,000 based on the Company's stock price on the date the Compensation Committee approves the annual equity grant. In 2025, Mr. Middleton will be entitled to receive an award of restricted stock with a total grant date fair value of $1,500,000 (the "Restricted Stock Award"), which will vest in three equal annual installments, as of the date the Compensation Committee approves the Restricted Stock Award, not to be later than June 30, 2025 (such date, the "Approval Date"), subject to the availability of sufficient shares under the Company's equity compensation plan. If the Company does not have sufficient shares, the Company will pay Mr. Middleton on the first anniversary of the Approval Date an amount in cash equal to the value of one-third of $1,500,000 of the Company's common stock as determined by the fair market value of such stock on such anniversary. This arrangement will continue through the subsequent second and third anniversaries of the Approval Date, subject to Mr. Middleton's continued employment with the Company through the applicable anniversary, until or unless terminated or modified by mutual agreement of the Company and Mr. Middleton.

If (A) Mr. Middleton terminates the Employment Agreement for Good Reason or (B) if the Company terminates the Employment Agreement without Cause prior to June 30, 2025, the Company will pay Mr. Middleton a cash payment of $1,500,000 within ten days of such termination date. If (A) Mr. Middleton is granted the Restricted Stock Award but the Company and Mr. Middleton do not mutually agree to enter into the Extended Term or (B) the Company terminates Mr. Middleton's employment without Cause at any time, then the Restricted Stock Award will become fully vested as of the termination date.