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Exhibit
10.2
NON-QUALIFIED STOCK OPTION
AGREEMENT
FOR COMPANY
EMPLOYEES
UNDER THE
PLUG POWER
INC.
1999 STOCK OPTION AND
INCENTIVE PLAN
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| Name
of Optionee: |
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_________________________________ |
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| No.
of Option Shares: |
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_______________________________ |
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| Option Exercise Price per Share: |
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______________________ |
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| Grant
Date: |
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_______________________________________ |
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| Expiration Date: |
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___________________________________ |
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[up to 10 years from Grant Date] |
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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.
1. Vesting Schedule .
No portion of this Stock Option may be exercised until such portion
shall have vested. Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 of
the Plan) to accelerate the vesting schedule hereunder, this Stock
Option shall be vested and exercisable with respect to the
following number of Option Shares on the dates
indicated:
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Incremental Number of
Option Shares
Exercisable
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Vesting Date
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( )%
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( )%
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( )%
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In the event of a Covered
Transaction as defined in Section 3(c) of the Plan or a Change
of Control as defined in Section 17 of the Plan, this Stock
Option shall become vested and exercisable in full as of the
effective date of such Covered Transaction or Change of Control,
respectively, whether or not this Stock Option or any portion
thereof is vested and exercisable at such time, and may be
exercised in accordance with the provisions hereof and of the
Plan.
2. Manner of Exercise
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(a) The Optionee may exercise
this Stock Option only in the following manner: from time to time
on or prior to the Expiration Date of this Stock Option, the
Optionee may give written notice to the Administrator of his or her
election to purchase some or all of the vested Option Shares
purchasable at the time of such notice. This notice shall specify
the number of Option Shares to be purchased.
Payment of the purchase price
for the Option Shares may be made by one or more of the following
methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; (ii) by the
Optionee delivering (or attesting to the ownership of) shares of
Stock (A) that have been purchased on the open market or
(B) that have been held by the Optionee for at least six
months (or such shorter or longer period as may be determined by
the Administrator) and are not then subject to restrictions under
any Company plan; (iii) by the Optionee delivering to the
Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company to
pay the option purchase price, provided that in the event the
Optionee chooses to pay the option purchase price as so provided,
the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment
procedure; or (iv) a combination of (i), (ii) and
(iii) above. Payment instruments will be received subject to
collection.
The delivery of certificates
representing (or transfer to the Optionee on the records of the
Company or its transfer agent of
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