PLUG POWER INC — Director's Dealing 2021

Nov 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PLUG POWER INC (PLUG)
CIK: 0001093691
Period of Report: 2021-09-22

Reporting Person: MIDDLETON PAUL B (CFO & Senior VP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-22	Performance Stock Option (Right to Buy)	$26.92	A	2000000	Acquired	2028-09-22	Common Stock (2000000)	Direct

Footnotes

F1: Awarded pursuant to Plug Power's 2021 Stock Option and Incentive Plan.

F2: Up to one-third (1/3) of the shares underlying the performance stock options will vest and become
exercisable on each of the first three anniversaries of the grant date, provided that the daily volume
weighted average price of the Company's common stock during any 30 consecutive trading day period in
the three year performance period following the grant date of the stock options ("VWAP") equals or
exceeds certain levels. 25% of the shares underlying the performance stock options will be deemed to
have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals
$35; an additional 25% of the shares underlying the options will be deemed to have satisfied the
performance-based vesting and will be eligible to vest over time if the VWAP equals $50; and the
remaining 50% of the shares underlying the options will be deemed to have satisfied the performancebased
vesting and will be eligible to vest over time if the VWAP equals or exceeds $100.

F3: If the VWAP falls between two of the stock price hurdles, an incremental number of shares underlying the options will become exercisable based on linear interpolation in $1 increments. Failure to achieve any of the stock price hurdles applicable to a performance stock option during the three-year performance period will result in applicable options being un-exercisable. The performance-based stock options have a maximum term of seven years from the grant date.