On October 28, 2009, the Compensation Committee of the Board of Directors of Plug Power Inc. (the "Company") approved the grant of restricted stock units to a number of employees, including each of the Company's executive officers.

Each of the Company's executive officers received a long-term incentive award of performance-based restricted stock units ("RSUs"). The RSUs will vest based upon the achievement, at the threshold, target or stretch level, of certain performance targets for the one-year periods ending December 31, 2010, 2011 and 2012 with respect to the Company's revenues and earnings per share. Achievement of the revenue target in any year will result in the vesting of up to 25% of the RSUs subject to vesting in such year. Achievement of the earnings per share target in any year will result in the vesting of up to 75% of the shares subject to vesting in such year. The percentage of the total RSUs subject to vesting each year is 20% for 2010, 25% for 2011 and 55% for 2012. All RSUs earned based on achievement of the performance targets for any year will vest within 75 days after the end of such year.

The following table summarizes, for each of the Company's Chief Executive Officer and four other named executive officers, the total number of RSUs granted and the number of RSUs that would vest if all performance targets are achieved at the target level:

                                     Total Number
                                  of RSUs Granted              Number of RSUs
Name and Title                (Number Vesting at Stretch     Vesting at Target
                                       Level)                      Level

Andrew Marsh                                     1,289,063              1,171,875
President and Chief
Executive Officer

Gerald A. Andersen                                 793,271                721,155
Senior Vice President and
Chief Financial Officer

Mark A. Sperry                                     613,990                558,173
Senior Vice President and
GM
of Continuous Power
Division

Gerard L. Conway, Jr.                              475,962                432,693
Senior Vice President,
General
Counsel and Corporate
Secretary

On October 28, 2009, the Board of Directors of the Company approved an amendment and restatement of the Company's By-laws (the "Restated By-laws"), which amendment and restatement became effective immediately. The Restated By-laws
(i) eliminate the notice as a means to properly bring business before an annual meeting of stockholders, (ii) further clarify that the advance notice by-law provisions apply to all stockholder proposals and nominations, (iii) require stockholders who provide advance notice of proposals or nominations to disclose additional information as part of such notice, including information as to whether the stockholder has entered into any hedging, derivative or other transactions with respect to the Company's securities and (iv) provide for electronic transmission of communications.

The description of the changes to the Company's By-laws is qualified in its entirety by reference to the Third Amended and Restated By-laws filed as Exhibit 3.1 to this Form 8-K, which are incorporated by reference. A copy of the Third Amended and Restated By-laws marked to show changes from the prior By-laws is filed as Exhibit 3.2 to this Form 8-K.

(d) Exhibits

Exhibit Number Description

3.1            Third Amended and Restated By-laws of Plug Power Inc.
3.2            Third Amended and Restated By-laws of Plug Power Inc. (marked
               version)