ENER1, INC. AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN

The Board of Directors of Ener1, Inc. (the "Company") has determined, pursuant to resolutions dated August 19, 2008, November 18, 2008 and March 13, 2009, that it is in the best interests of the Company to amend the Ener1, Inc. 2007 Stock Incentive Plan (the "Original Plan") as provided herein.  Therefore, effective as of May 7, 2009, the Original Plan is amended and restated to read as follows:

The purpose of the Ener1, Inc. Amended and Restated 2007 Stock Incentive Plan (the “Plan”) is to advance the interests of the Company by stimulating the efforts of employees, officers, non-employee directors and other service providers, in each case who are selected to be participants, by heightening the desire of such persons to continue in working toward and contributing to the success and progress of the Company and its Subsidiaries.  The Plan provides for the grant of Incentive Stock Options and Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Deferred Stock Units, any of which may be performance-based, and for Incentive Bonuses, which may be paid in cash or stock or a combination thereof, as determined by the Administrator.  It is intended that (i) all Options and Stock Appreciation Rights be exempt from the requirements of Code Section 409A pursuant to Treasury Regulations Section 1.409A-(b)(5) and (ii) that all other grants under the Plan either be exempt from or satisfy the requirements of Code Section 409A and the regulations thereunder, and the Plan and all Award Agreements shall be interpreted to reflect such intent.

As used in the Plan, the following terms shall have the meanings set forth below:

(a)           “Administrator” means the Administrator of the Plan in accordance with Section 17.

(b)           “Award” means an Incentive Stock Option, Non-Qualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Deferred Stock Unit or Incentive Bonus granted to a Participant pursuant to the provisions of the Plan, any of which the Administrator may structure to qualify in whole or in part as a Performance Award.

(c)           “Award Agreement” means a written agreement or other instrument as may be approved from time to time by the Administrator implementing the grant of each Award.  An Agreement may be in the form of an agreement to be executed by both the Participant and the Company (or an authorized representative of the Company) or certificates, notices or similar instruments as approved by the Administrator.

(d)           “Board of Directors” or “Board” means the Board of Directors of the Company.

(e)           “Cause” means (i) failure or refusal of the Participant to perform the duties and responsibilities that the Company requires to be performed by him, (ii) gross negligence or willful misconduct by the Participant in the performance of his duties, (iii) commission by the Participant of an act of dishonesty affecting the Company, or the commission of an act constituting common law fraud or a felony, or (iv) the Participant’s commission of an act (other than the good faith exercise of his business judgment in the exercise of his responsibilities) resulting in material damages to the Company.  Notwithstanding the above, if an Participant and the Company have entered into an employment or consulting agreement which defines the term “Cause” for purposes of such employment or consulting agreement, “Cause” shall be defined pursuant to the definition in such employment or consulting agreement with respect to such Participant’s Options.  The Administrator shall determine in its sole discretion whether Cause exists for purposes of this Plan.

(f)           "Change in Control" shall be deemed to occur with respect to the Company if a person or group of persons shall acquire direct or indirect beneficial ownership (whether as a result of stock ownership, revocable or irrevocable proxies, or otherwise) of securities of the Company pursuant to a transaction or series of related transactions, such that after the consummation and as a result of such transaction(s), the persons constituting all of the equity holders of the Company immediately prior to the commencement of such transactions(s) fail to directly or indirectly own, immediately after the consummation of such transactions(s), more than 50% of (i) the total combined voting power with respect to the election of directors of the Company or (ii) the issued and outstanding common equity of the Company (or surviving entity, in the case of a merger, consolidation, asset sale, or similar transaction).  Notwithstanding the preceding provisions, to the extent that the term "Change in Control" is applied to any Award that is subject to Code Section 409A, a Change in Control shall not be deemed to have occurred unless the event or services of events satisfies the definition specified above and also constitutes a change in the effective ownership or control of the corporation or in the ownership of a substantial portion of the assets of the corporation within the meaning of Code Section 409A(a)(2)(A)(v) and the regulations thereunder.

(g)           “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder.

(h)           “Common Stock” means the Company’s common stock, par value $0.001, subject to adjustment as provided in Section 12.

(i)           “Company” means Ener1, Inc., a Florida corporation.

(j)           “Deferred Stock Unit” or “DSU” means an Award granted pursuant to Section 9 representing the unfunded and unsecured right to receive Common Stock or cash or a combination thereof, as determined by the Administrator, at the end of a specified deferral period.

(k)           “Incentive Bonus” means a bonus opportunity awarded under Section 10 pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria as are specified in the Award Agreement.

(l)           “Incentive Stock Option” or “ISO” means a stock option that is intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(m)           “Nonemployee Director” means each person who is, or is elected to be, a member of the Board of Directors and who is not an employee of the Company (but may be an employee of a Subsidiary or other affiliated entity).

(n)           “Option” means an ISO and/or a NQSO granted pursuant to Section 6 of the Plan.

(o)           “Participant” means any individual described in Section 3 to whom Awards have been granted from time to time by the Administrator and any authorized transferee of such individual.

(p)           “Performance Award” means an Award, the grant, issuance, retention, vesting or settlement of which is subject to satisfaction of one or more performance criteria established pursuant to Section 13.

(q)           “Plan” means this Amended and Restated Ener1, Inc. 2007 Stock Incentive Plan, as set forth herein and as amended from time to time.

(r)           “Restricted Stock” means shares of Common Stock granted pursuant to Section 8 of the Plan.

(s)           “Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 8 pursuant to which shares of Common Stock may be issued in the future.

(t)           “Stock Appreciation Right” means a right granted pursuant to Section 7 of the Plan that entitles the Participant to receive, in cash or shares of Common Stock or a combination thereof, as determined by the Administrator, value equal to or otherwise based on the excess of (i) the market price of a specified number of shares of Common Stock at the time of exercise over (ii) the exercise price of the right, as established by the Administrator on the date of grant.  The exercise price of a Stock Appreciation Right shall not be less than the fair market value on the date of grant of the number a shares of Common Stock subject to the Stock Appreciation Right.

(u)           “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company where each of the corporations in the unbroken chain other than the last corporation owns stock possessing at least 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in the chain, and if specifically determined by the Administrator in the context other than with respect to Incentive Stock Options, may include an entity in which the Company has a significant ownership interest or that is directly or indirectly controlled by the Company.

(v)           “Termination of employment” means ceasing to serve as a full-time employee of the Company and its Subsidiaries or, with respect to a Nonemployee Director or service provider, ceasing to serve as such for the Company, except that (i) subject to Section 6(c), an approved leave of absence or approved employment on a less than full-time basis may constitute employment as determined by the Administrator, (ii) the Administrator may determine that a transition of employment to service with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is a party is not considered a “termination of employment,” (iii) service as a member of the Board of Directors shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an employee and (iv) service as an employee of the Company or a Subsidiary shall constitute continued employment with respect to Awards granted to a Participant while he or she served as a member of the Board of Directors.  Notwithstanding the preceding provisions, to the extent that the term "Termination of Employment" is applied to any Award that is subject to Code Section 409A, the term shall be deemed to mean a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i).

(w)           “Total and Permanent Disablement” means a “permanent and total disability” within the meaning of Section 22(e)(3) of the Code. The determination of the Administrator as to an individual’s Total and Permanent Disablement shall be conclusive on all parties.

Any person who is a current or prospective officer or employee (including any director who is also an employee, in his or her capacity as such) of the Company or of any Subsidiary shall be eligible for selection by the Administrator for the grant of Awards hereunder. Any Nonemployee Director shall also be eligible for selection by the Administrator for the grant of Awards hereunder. In addition, any service provider who has been retained to provide consulting, advisory or other services to the Company or to any Subsidiary shall be eligible for selection by the Administrator for the grant of Awards hereunder. Options intending to qualify as ISOs may only be granted to employees of the Company or any Subsidiary within the meaning of the Code, as selected by the Administrator.

This Plan was adopted by the Board of Directors of the Company as of December 21, 2006 (the “Effective Date”), subject to the approval of the Company's shareholders.  The Plan shall remain available for the grant of Awards until the tenth (10th) anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board of Directors may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company arising under Awards theretofore granted and then in effect.

(a)            Aggregate Limits . The aggregate number of shares of Common Stock issuable pursuant to all Awards shall not exceed 4,765,764 (of which 1,898,174 shares remain available for issuance as of May 7, 2009), any of all of which may be issuable with respect to ISOs.  Any shares of Common Stock granted as Options or Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) share granted. Any shares of Common Stock granted as Awards other than Options or Stock Appreciation Rights shall be counted against this limit as two and one-half (2.5) shares for every one (1) share granted.  The aggregate number of shares of Common Stock available for grant under this Plan and the number of shares of Common Stock subject to outstanding Awards shall be subject to adjustment as provided in Section 12; provided, however, that no such adjustment shall affect the status of any option intended to qualify as an ISO under Code Section 422. The shares of Common Stock issued pursuant to Awards granted under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market.

(b)            Issuance of Shares . For purposes of Section 5(a), the aggregate number of shares of Common Stock issued under this Plan at any time shall equal only the number of shares actually issued upon exercise or settlement of an Award and shall not include shares subject to Awards that have been canceled, expired or forfeited.  Notwithstanding the foregoing, Shares subject to an Award under the Plan may not again be made available for issuance under Awards if such shares are: (i) shares that were subject to a stock-settled Stock Appreciation Right or Stock Option and that were not issued upon the net settlement or net exercise of such Stock Appreciation Right or Stock Option, or (ii) shares delivered to or retained by the Company to pay the exercise price or withholding taxes related to an Award.

(c)            Tax Code Limits . The aggregate number of shares of Common Stock subject to Options and Stock Appreciation Rights granted under this Plan during any calendar year to any one Participant shall not exceed 714,286, and the aggregate number of shares of Common Stock issued or issuable under all Awards granted under this Plan other than Options or Stock Appreciation Rights during any calendar year to any one Participant shall not exceed 357,143, which numbers shall be calculated and adjusted pursuant to Section 12 only to the extent that such calculation or adjustment will not affect the status of any Award intended to qualify as “performance based compensation” under Code Section 162(m).  The maximum amount payable pursuant to that portion of an Incentive Bonus granted under this Plan for any calendar year to any Participant that is intended to satisfy the requirements for “performance based compensation” under Code Section 162(m) shall not exceed $1,000,000.

(a)            Option Awards . Options may be granted at any time and from time to time prior to the termination of the Plan, to Participants selected by the Administrator. No Participant shall have any rights as a shareholder with respect to any shares of stock subject to Option hereunder until said shares have been issued. Each Option shall be evidenced by an Award Agreement. Options granted pursuant to the Plan need not be identical but each Option must contain and be subject to the terms and conditions set forth below.

(b)            Price . The purchase price under each Option shall be established by the Administrator, provided that in no event will the purchase price for an Option be less than the fair market value of the Common Stock subject to the Option on the date of grant. The purchase price of any Option may be paid in Common Stock, cash or a combination thereof, as determined by the Administrator, including an irrevocable commitment by a broker to pay over such amount from a sale of the shares issuable under an Option, the delivery of previously owned Common Stock and withholding of Common Stock deliverable upon exercise.

(c)            Duration and Exercise or Termination of Option . The Administrator shall have the right to make the timing of the ability to exercise any Option subject to continued employment, the passage of time and/or such performance requirements as deemed appropriate by the Administrator. Unless provided otherwise in the applicable Award Agreement, the vesting period and/or exercisability of an Option shall be adjusted by the Administrator during or to reflect the effects of any period during which the Participant is on an approved leave of absence or is employed on a less than full-time basis; provided, however, the period for vesting and/or exercisability of an Option shall under no circumstances be extended beyond the earlier of (i) the latest date on which the Option would have expired by its original terms under any circumstances or (ii) ten (10) years from the date of grant.

(d)            Termination of Employment : Unless an Option earlier expires upon the expiration date established pursuant to Section 6(c), upon the termination of the Participant’s employment, or in the case of a Non-Employee Director's termination of service on the Board for any reason, the Participant's to exercise an Option then held shall be only as follows, unless the Administrator specifies otherwise:

(1)            Death . Upon the death of a Participant while in the employ of the Company or any Subsidiary or while serving as a member of the Board of Directors, all of the Participant’s vested Options then held shall be exercisable by his or her estate, heir or beneficiary at any time during the twelve (12) months next succeeding the date of death (provided, however, no Option shall be exercisable after the earlier of (i) the latest date on which the Option would have expired by its original terms under any circumstances or (ii) ten (10) years from the date of grant). Any and all of the deceased Participant’s vested Options that are not exercised during such period shall terminate as of the end of such period.

(2)            Total and Permanent Disablement . Upon termination of employment as a result of the Total and Permanent Disablement of any Participant, all of the Participant’s vested Options then held shall be exercisable for a period of six (6) months after termination (or such other period provided in the applicable Award Agreement, provided, however, no Option shall be exercisable after the earlier of (i) the latest date on which the Option would have expired by its original terms under any circumstances or (ii) ten (10) years from the date of grant). Any and all vested Options that are not exercised during such period shall terminate as of the end of such period.

(3)            Cause. Upon termination of the employment or other service of a Participant for Cause, all Options granted to the Participant shall expire immediately, and the Participant shall have no further right to purchase shares of Common Stock pursuant to such Options; provided, however, the Administrator may, in its sole discretion, permit such Participant to exercise all or any portion of such Options to the extent vested as of the date upon which the termination occurs for a period not to exceed thirty (30) days after such termination (provided, however, no Option shall be exercisable after the earlier of (i) the latest date on which the Option would have expired by its original terms under any circumstances or (ii) ten (10) years from the date of grant).  Upon such termination, the Participant's unvested Options shall expire, and the Participant shall have no further right to purchase shares of Common Stock pursuant to such unvested Options.

(4)            Other Reasons . Upon the date of a termination of a Participant’s employment for any reason other than those stated above in Section 6(d)(1), (d)(2), or (d)(3) or as described in Section 15, (A) any Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date, and (B) any Option that is exercisable as of such termination date shall expire thirty (30) days following such date (provided, however, no Option shall be exercisable after the earlier of (i) the latest date on which the Option would have expired by its original terms under any circumstances or (ii) ten (10) years from the date of grant).

(e)            Incentive Stock Options . Notwithstanding anything to the contrary in this Section 6, in the case of the grant of an Option intending to qualify as an ISO: (i) if the Participant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company (a “10% Shareholder”), the purchase price of such Option must be at least 110 percent (110%) of the fair market value of the Common Stock on the date of grant, and the Option must expire within a period of not more than five (5) years from the date of grant, (ii) termination of employment will occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its Subsidiaries. Notwithstanding anything in this Section 6 to the contrary, options designated as ISOs shall not be eligible for treatment under the Code as ISOs to the extent that either (iii) the aggregate fair market value of shares of Common Stock (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, and (iv) such Options otherwise remain exercisable but are not exercised within three (3) months of Termination of employment (or such other period of time provided in Section 422 of the Code).

(f)            Change in Control.   Irrespective of what is provided in an Award Agreement, in the event of a Change in Control, all outstanding Options shall become immediately exercisable and vested, without regard to any limitation imposed pursuant to this Plan or any Award Agreement.

(g)            Other Terms and Conditions : Options may also contain such other provisions, which shall not be inconsistent with any of the terms of this Plan, as the Administrator shall deem appropriate.

Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of other Awards granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding SARs”) and may, but need not, relate to a specific Option granted under Section 6. The provisions of Stock Appreciation Rights need not be the same with respect to each grant or each recipient. Any Stock Appreciation Right granted in tandem with an Option shall be granted at the same time such Option is granted and subject to the same terms and conditions applicable to the Option. Subject to the provisions of Section 6, the Administrator may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in shares of Common Stock, cash or combination thereof, as d