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: Marsh Andrew (Director, President & CEO)

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	4000000	Acquired	2028-09-22	Common Stock (4000000)	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 option will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals or exceeds $35;

F3: an additional 25% of the shares underlying the option will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals or exceeds $50; an additional 16.675% of the shares underlying the option will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals or exceeds $65; an additional 16.65% of the shares underlying the option will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals or exceeds $80; and the remaining 16.675% of the shares underlying the option will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals or exceeds $100.

F4: There will be no interpolation for the performance stock option if the VWAP falls between any two stock price hurdles. Failure to achieve any of the stock price hurdles applicable to a performance stock option during the three-year performance period will result in the applicable options being un-exercisable. The performance-based stock options have a maximum term of seven years from the grant date.