Exhibit
10.46




ENER1,
INC.


AMENDED
AND RESTATED


2002
NON-EMPLOYEE DIRECTOR STOCK PARTICIPATION PLAN




The Board
of Directors of Ener1, Inc. (the "Company") determined, pursuant to resolutions
dated August 19, 2008, November 18, 2008 and March 13, 2009, that it was in the
best interests of the Company to amend the Ener1, Inc. 2002 Non-Employee
Director Stock Participation Plan (the "Plan") as provided
herein.  Therefore, effective as of May 7, 2009, the Plan is amended
and restated to read as follows:




1.
              HISTORY,
      RESTATEMENT, AND TERM




The
Company established the Plan, effective April 15, 2002 (the "Effective Date"),
subject to approval of the Plan by the Company's shareholders, which was
subsequently obtained.  By this document, the Company restates the
Plan in its entirety, effective as of the date set out in the first paragraph
hereof.  Unless earlier terminated pursuant to Section 9, the Plan
shall terminate on the tenth anniversary of the Effective
Date.  Capitalized terms used herein are defined in Exhibit 1 attached
hereto.




2.
              PURPOSE




The
purpose of the Plan is to advance the interests of the Company by allowing the
Company to attract, retain and motivate Eligible Individuals by providing them
with an opportunity to acquire or increase a proprietary interest in the Company
and incentives to expend maximum effort for the growth and success of the
Company and the Company's subsidiaries.  It is intended that all
Options be exempt from the requirements of Internal Revenue Code Section
409A pursuant to Treasury Regulations Section 1.409A-1(b)(5), and
the Plan and all Option Agreements shall be interpreted to reflect this
intent.




3.
              ELIGIBILITY




Options
may be granted under the Plan to any Eligible Individual.




4.
              ADMINISTRATION




(a)           Board. The Plan shall be
administered by the Board, which shall have the full power and authority to take
all actions and to make all determinations required or provided for under the
Plan, any Option granted or any Option Agreement entered into under the Plan,
and all such other actions and determinations not inconsistent with the specific
terms and provisions of the Plan deemed by the Board to be necessary or
appropriate to the administration of the Plan, any Option granted or any Option
Agreement entered into hereunder.  The Board may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any Option
Agreement in the manner and to the extent it shall deem expedient to carry the
Plan into effect as it may determine in its sole discretion.  The
decisions by the Board shall be final, conclusive, and binding with respect to
the interpretation and administration of the Plan and any Option under the
Plan.







(b)           Committees.The Board may,
in its sole discretion, from time to time appoint one or more Committees to
perform such functions with respect to the Plan as it may
determine.  Without limiting the foregoing, the Board may provide that
the role of the Committees shall be limited to making recommendations to the
Board concerning any determinations to be made and actions to be taken by the
Board pursuant to or with respect to the Plan, or the Board may delegate to the
Committees all functions related to the administration of the
Plan.  The Board may add or remove members and fill vacancies on the
Committees or abolish Committees from time to time.  The majority vote
of a Committee, or acts reduced to or approved in writing by a majority of the
members of a Committee, shall be the valid acts of the Committee.




(c)           No Liability.No member of
the Board or of the Committees shall be liable for any action or determination
made in good faith with respect to the Plan, any Option granted or any Option
Agreement entered into hereunder.




5.
              COMMON
      STOCK




The
capital stock of the Company that may be issued pursuant to Options granted
under the Plan shall be shares of Common Stock. Such shares may be treasury
shares or authorized but unissued shares. The total number of shares of Common
Stock that may be issued pursuant to Options granted under the Plan shall be
285,714 shares (of which 41,424 shares remain as of May 7, 2009), subject to
adjustment as provided in the Plan. If any Option expires, terminates, or is
canceled for any reason prior to exercise in full, the shares of Common Stock
that were subject to the unexercised portion of such Option shall be available
for future Options granted under the Plan.




6.
              OPTIONS




(a)           Type of Options.All Options
granted under the Plan shall be Non-qualified Stock Options.




(b)           Grant of Options.Subject to
the terms and conditions of the Plan, the Board may from time to time, prior to
the date of termination of the Plan, grant to such Eligible Individuals as the
Board may determine, Options to purchase such number of shares of Common Stock
on such terms and conditions as the Board may determine. The date on which the
Board approves the grant of an Option (or such later date as is specified by the
Board) shall be considered the date on which such Option is
granted.




(c)           Automatic Grants.Subject to
the availability of shares of Common Stock under the Plan, each person who is
first elected as a member of the Board after the Effective Date during the term
of the Plan and who is not an employee or officer of the Company on the date of
such election shall be automatically granted an option to purchase 1,429 shares
of Common Stock.




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(d)           Option Agreements.All
Options granted pursuant to the Plan must be evidenced by an Option Agreement.
Option Agreements may contain different terms; provided, however, that all such
Option Agreements shall comply with all terms of the Plan.




(e)           Exercise Price.The Exercise
Price of an Option shall be the Fair Market Value of the shares of Common Stock
subject to the Option on the Grant Date.




(f)           Limitations on Option Period.Options granted under the Plan and all rights to purchase Common Stock
thereunder shall terminate no later than the tenth anniversary of the Grant Date
of such Options, or on such earlier date as may be stated in the Option
Agreement relating to such Option.  In the case of Options expiring
prior to the tenth anniversary of the Grant Date, the Board may in its
discretion, at any time prior to the expiration or termination of said Options,
extend the term of any such Options for such additional period as it may
determine, but in no event 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 Grant Date thereof.




(g)           Vesting Schedule and Condition.Options gained under the Plan shall not be exercisable until they become
vested. Options granted under the Plan shall vest in the Optionee and thus
become exercisable, in accordance with the following schedules provided that the
Optionee has continuously served as a member of the Board through such vesting
date:




Date of Vesting
                      
                      Incremental Number of
                        Shares for which
                        Option will be Exercisable
                      
                      
                      Cumulative Number of Shares
                        for which Option will be
                        ExercisableOn
      the first anniversary of the Grant Date
                      
                      
                      477
                      
                      
                      
                      477On
      the second anniversary of the Grant Date
                      
                      
                      476
                      
                      
                      
                      953On
      the third anniversary of the Grant Date
                      
                      
                      476
                      
                      
                      
                      1,429




Notwithstanding
the foregoing, any vesting requirement or other condition on the exercise of an
Option may be rescinded, modified, or waived by the Board at any time in its
sole discretion so as to permit the exercise of the Option at such time as the
Board may determine; provided, however, that such rescission, modification, or
waiver does not cause the Option to become subject to Code Section
409A.




(h)           Exercise.When the conditions
to the exercise of an Option have been satisfied, the Optionee may exercise the
Option only in accordance with the following provisions. The Optionee shall
deliver to the Company a written notice stating that the Optionee is exercising
the Option and specifying the number of shares of Common Stock which are to be
purchased pursuant to the Option, and such notice shall be accompanied by payment in full of the
Exercise Price of the shares for which the Option is being exercised, by one or
more of the methods provided for in this Plan. Said notice must be delivered to
the Company at its principal office and addressed to the attention of the
Company's Stock Option Administrator. The minimum number of shares of Common
Stock with respect to which an Option may be exercised, in whole or in part, at
any time shall be the lesser of 50 shares or the maximum number of shares
available for purchase under the Option at the time of exercise. An attempt to
exercise any Option granted hereunder otherthan as set forth in this Plan
shall be invalid and of no force and effect.




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(i)           Payment.Payment of the
Exercise Price for the shares of Common Stock purchased pursuant to the exercise
of an Option shall be made by certified or cashier’s check. Notwithstanding the
foregoing, the Board may, in its sole and absolute discretion and to the extent
permitted by applicable law, permit such payment to be made by one of the
following methods or in any combination thereof as it may
determine:




(i)           by
the delivery of a promissory note of the Optionee to the Company on such terms
as the Board shall specify in its sole and absolute discretion;




(ii)           through
the delivery to the Company of shares of Common Stock previously owned by the
Optionee for the requisite period necessary to avoid a charge to the Company's
earnings for financial reporting purposes; such shares shall be valued, for
purposes of determining the extent to which the Exercise Price has been paid
thereby, at their Fair Market Value on the date of exercise; without limiting
the foregoing, the Board may require the Optionee to furnish an opinion of
counsel acceptable to the Board to the effect that such delivery would not
result in the grantee incurring any liability under Section 16(b) of the
Act;




(iii)           if
the Company is a Public Company at the time of exercise, through a "cashless
exercise sale and remittance procedure" pursuant to which the Optionee shall
concurrently provide irrevocable instructions (1) to a brokerage firm approved
by the Board to effect the immediate sale of the purchased shares and remit to
the Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the purchased
shares plus all applicable Federal, state and local income and employment taxes
required to be withheld by the Company by reason of such exercise and (2) to the
Company to deliver the certificates for the purchased shares directly to such
brokerage firm in order to complete the sale; or




(iv)           through
a "cashless exercise withholding procedure" pursuant to which the Company shall
withhold a sufficient number of shares of Common Stock otherwise issuable to the
Optionee upon exercise of the Option so that the Fair Market Value of such
withheld shares at such time will equal the sum of the aggregate Exercise Price
of the shares of Common Stock delivered to the Optionee and withheld by the
Company, plus all applicable Federal, state and local income and employment
taxes required to be withheld by the Company by reason of such
exercise.




(j)           Issuance of Certificates.The
Company shall deliver to the Optionee a certificate evidencing his ownership of
shares of Common Stock issued pursuant to the exercise of an Option as soon as
administratively practicable after satisfaction of all conditions relating to
the issuance of such shares. An Optionee shall not have any of the rights of a
shareholder with respect to Option Stock prior to satisfaction of all conditions
relating to the issuance of such Option Stock, and, except as expressly provided
in this Plan, no adjustment shall be made for dividends, distributions or other
rights of any kind for which the record date is prior to the date on which all
such conditions have been satisfied.




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(k)           Use of Proceeds.The proceeds
received by the Company from the sale of Common Stock pursuant to Options
granted under the Plan shall constitute general funds of the
Company.




(l)           Transferability




(i)           Transferability of Options.Unless otherwise expressly permitted by the Board in its sole and
absolute discretion, an Optionee may not Transfer an Option other than by will
or the laws of descent and distribution.




(ii)           Transfers in Violation Void.Any purported Transfer of an Option in contravention of the provisions of
this Plan shall have no force or effect and shall be null and void, and the
purported transferee of such Option shall not acquire any rights with respect to
such Option.




(iii)           Certain Gratuitous Transfers.Without limiting the foregoing provisions, the Board may in its sole and
absolute discretion permit the Transfer of an Option without payment of
consideration to a member of the Optionee’s immediate family or to a trust or
partnership whose beneficiaries are members of the Optionee’s immediate family.
In such case, said Non-qualified Stock Option shall be exercisable only by the
transferee approved of by the Board. For purposes of this provision, an
Optionee’s "immediate family" shall mean the Optionee’s spouse, children and
grandchildren.




(m)           Termination of Services, Death or
Disability. Unless otherwise provided in an Option Agreement, if an
Optionee’s service as a director of the Company terminates, the provisions of
this Section 6(m) shall apply.  Notwithstanding anything to the
contrary, the Board may provide, in its sole and absolute discretion, that
following the cessation of Optionee’s service as a director of the Company for
any reason, an Optionee may exercise an Option, in whole or in part, at any time
subsequent to such termination of service and prior to termination of the Option
pursuant to Section 6(f) above, either subject to or without regard to any
vesting or other limitation on exercise imposed pursuant to Section 6(g)
above.




(i)           General.If an Optionee’s
service as a director of the Company terminates, other than by reason of death
or Disability of such Optionee, any Option granted to such Optionee which has
vested as of the date upon which the termination occurs shall be exercisable for
a period not to exceed sixty (60) days after such termination (or such other
period provided in the applicable Option Agreement or by the Board in its
discretion, provided, that such period will not extend beyond the earlier of the
(i) tenth anniversary of the Grant Date thereof or (ii) the latest date on which
the Option would have expired by its original term under any
circumstances.  Subject to Section 6(g) above, upon such termination,
the Optionee’s unvested Options shall expire and the Optionee shall have no
further right to purchase shares of Common Stock pursuant to such unvested
Option.  Unless otherwise determined by the Board, temporary absence
from service because of illness, vacation, approved leaves of absence, military
service and transfer of service shall not constitute a termination of service
with the Company.




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(ii)           Disability.  If an
Optionee’s service as director of the Company terminates by reason of
Disability, any Option granted to such Optionee which has vested as of the date
upon which the termination occurs shall be exercisable for a period not to
exceed six (6) months after such termination (or such other period provided
in the applicable Option Agreement or by the Board in its discretion, provided
that such period will not extend beyond the earlier of the (i) tenth anniversary
of the Grant Date thereof or (ii) the latest date on which the Option would have
expired by its original term under any circumstances.  Subject to
Section 6(g) above, upon such termination the Optionee’s unvested Options shall
expire and the Optionee shall have no further right to purchase shares of Common
Stock pursuant to such unvested Option.




(iii)           Death. If an Optionee’s
service as director of the Company terminates by reason of death, any Option
granted to such Optionee which has vested as of the date upon which the
termination occurs shall be exercisable for a period not to exceed one
(1) year after the date of such Optionee’s death (provided that such period
will not extend beyond the earlier of the (i) tenth anniversary of the Grant
Date thereof or (ii) the latest date on which the Option would have expired by
its original term under any circumstances.  The Optionee’s estate or
the devisee named in the Optionee’s valid last will and testament or the
Optionee’s heir at law who inherits the Option (whichever is applicable) shall
have the right to exercise the applicable Option in accordance with this Section
6(m).  Subject to Section 6(g) above, upon such termination the
Optionee’s unvested Options shall expire and Optionee’s estate, devisee or heir
at law (whichever is applicable) shall have no further right to purchase shares
of Common Stock pursuant to such unvested Option.




7.
              RECAPITALIZATION,
      REORGANIZATIONS, CHANGE IN CONTROL AND OTHER CORPORATE
    EVENTS




(a)           Recapitalization. If the
outstanding shares of Common Stock are increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of any recapitalization, reclassification, reorganization
(other than as described in Section 10(b) below), stock split, reverse split,
combination of shares, exchange of shares, stock dividend or other distribution
payable in capital stock of the Company or other increase or decrease in such
shares effected without receipt of consideration by the Company occurring after
the Effective Date, an appropriate and proportionate adjustment shall be made by
the Board (i) in the aggregate number and kind of shares of Common Stock
available under the Plan, (ii) in the number and kind of shares of Common Stock
issuable upon exercise (or vesting) of outstanding Options granted under the
Plan, and (iii) in the Exercise Price per share of outstanding Options granted
under the Plan.  For the avoidance of doubt, the number of shares of
Common Stock subject to and reflected in this Plan takes into account the
Company’s 7 for 1 reverse stock split effectuated on April 24,
2008.




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(b)           Reorganization.Unless
otherwise provided in an Option Agreement, in the event of a Reorganization of
the Company, the Board may in its sole and absolute discretion, provide on a
case by case basis that (i) some or all outstanding Options may become
immediately exercisable or vested, without regard to any limitation imposed
pursuant to this Plan, (ii) some or all outstanding Options shall terminate upon
a Reorganization, provided however, that Optionee shall have the right,
immediately prior to the occurrence of such Reorganization and during such
reasonable period as the Board in its sole discretion shall determine and
designate, to exercise any vested Option in whole or in part, or (iii) terminate
all options in exchange for a cash payment equal to the excess of the Fair
Market Value of the share subject to the Options (to the extent then
exercisable) over the Exercise Price thereof. In the event that the Board does
not terminate an Option upon a Reorganization of the Company then each
outstanding Option shall upon exercise thereafter entitle the holder thereof to
such number of shares of Common Stock or other securities or property to which a
holder of shares of Common Stock would have been entitled to upon such
Reorganization.




(c)           Change in Control.
Irrespective of what is provided in an Option Agreement, in the event of a
Change in Control of the Company, all outstanding Options shall become
immediately exercisable and vested, without regard to any limitation imposed
pursuant to this Plan or any Option Agreement.  If a Reorganization of
the Company also constitutes a Change of Control of the Company, the provisions
of this Section 7(c) shall govern, unless otherwise determined by the
Board.




(d)           Dissolution or Liquidation.
Upon the dissolution or liquidation of the Company, the Plan shall terminate and
all Options outstanding hereunder shall terminate. In the event of any
termination of the Plan under this Section 7(d), each individual holding an
Option shall have the right, immediately prior to the occurrence of such
termination and during such reasonable period as the Board in its sole
discretion shall determine and designate, to exercise such Option in whole or in
part, whether or not such Option was otherwise exercisable at the time such
termination occurs and without regard to any vesting or other limitation on
exercise imposed pursuant to Section 6(g) above.




(e)           Adjustments.Adjustments
under this Section 7 related to stock or securities of the Company shall be made
by the Board, whose determination in that respect shall be final, binding, and
conclusive. No fractional shares of Common Stock or units of other securities
shall be issued pursuant to any such adjustment, and any fractions resulting
from any such adjustment shall be eliminated in each case by rounding downward
to the nearest whole share or unit.




(f)           No Limitations.The grant of
an Option pursuant to the Plan shall not affect or limit in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge, consolidate, dissolve
or liquidate, or to sell or transfer all or any part of its business or
assets.




8.
              REQUIREMENTS
      OF LAW




(a)           Violations of Law.The
Company shall not be required to sell or issue any shares of Common Stock under
any Option if the sale or issuance of such shares would constitute a violation
by the individual exercising the Option or the Company of any provisions of any
law or regulation of any governmental authority, including without limitation
any federal or state securities laws or regulations. Any determination in this
connection by the Board shall be final, binding, and conclusive. The Company
shall not be obligated to take any affirmative action in order to cause the
exercise of an Option or the issuance of shares pursuant thereto to comply with
any law or regulation of any governmental authority.




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(b)           Registration.At the time of
any exercise of any Option, the Company may, if it shall determine it necessary
or desirable for any reason, require the Optionee (or Optionee’s heirs, legatees
or legal representative, as the case may be), as a condition to the exercise or
grant thereof, to deliver to the Company a written representation of present
intention to hold the shares for their own account as an investment and not with
a view to, or for sale in connection with, the distribution of such shares,
except in compliance with applicable federal and state securities laws with
respect thereto. In the event such representation is required to be delivered,
an appropriate legend may be placed upon each certificate delivered to the
Optionee (or Optionee’s heirs, legatees or legal representative, as the case may
be) upon his or her exercise of part or all of the Option and a stop transfer
order may be placed with the transfer agent. Each Option shall also be subject
to the requirement that, if at any time the Company determines, in its
discretion, that the listing, registration or qualification of the shares
subject to the Option upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of or in connection with, the issuance or purchase
of the shares thereunder, the Option may not be exercised in whole or in part
unless such listing, registration, qualifications consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company
in its sole discretion. The Company shall not be obligated to take any
affirmative action in order to cause the exercisability or vesting of an Option,
to cause the exercise of an Option or the issuance of shares pursuant thereto to
comply with any law or regulation of any governmental authority.




(c)           Withholding.The Board may
make such provisions and take such steps as it may deem necessary or appropriate
for the withholding of any taxes that the Company is required by any law or
regulation of any governmental authority, whether federal, state or local,
domestic or foreign, to withhold in connection with the exercise of any Option
including, but not limited to: (i) the withholding of delivery of shares of
Common Stock until the holder reimburses the Company for the amount the Company
is required to withhold with respect to such taxes, (ii) the canceling of any
number of shares of Common Stock issuable in an amount sufficient to reimburse
the Company for the amount it is required to so withhold, (iii) withholding the
amount due from any such person’s wages or compensation due to such person, or
(iv) requiring the Optionee to pay the Company cash in the amount the Company is
required to withhold with respect to such taxes.




(d)           Governing Law.This Plan
shall be governed by, and construed and enforced in accordance with, the laws of
the State of New York applicable to contracts made and to be performed entirely
within the State of New York.  Each party subject to this Plan hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City and County of New York for the adjudication of any
dispute hereunder, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper.




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9.
              AMENDMENT
      AND TERMINATION OF THE PLAN




The Board
may, at any time and from time to time, amend, suspend or terminate the Plan as
to any shares of Common Stock as to which Options have not been granted; provided, however, that the approval by
a majority of the votes present and entitled to vote at a duly held meeting of
the shareholders of the Company at which a quorum representing a majority of all
outstanding voting stock is, either in person or by proxy, present and voting on
the amendment, or by written consent in accordance with applicable state law and
the Articles of Incorporation and By-Laws of the Company, shall be required for
any amendment (i) that changes the requirements as to Eligible Individuals to
receive Options under the Plan, (ii) that increases the maximum number of shares
of Common Stock in the aggregate that may be subject to Options that are granted
under the Plan (except as permitted under Section 7 hereof), or (iii) if
approval of such amendment is necessary to comply with federal or state law
(including without limitation Section 162(m) of the Internal Revenue Code and
Rule 16b-3 under the Exchange Act) or with the rules of any stock exchange or
automated quotation system on which the Common Stock may be listed or traded.
Except as permitted under Section 7 hereof, no amendment, suspension or
termination of the Plan shall, without the consent of the holder of an Option,
alter or impair rights or obligations under any Option theretofore granted under
the Plan.




10.
              DISCLAIMER
      OF RIGHTS




No
provision in the Plan, any Option granted or any Option Agreement entered into
pursuant to the Plan shall be construed to confer upon any individual the right
to remain in the employ of or service with the Company or to interfere in any
way with the right and authority of the Company either to increase or decrease
the compensation of any individual, including any Option holder, at any time, or
to terminate any relationship between any individual and the
Company.  A holder of an Option shall not be deemed for any purpose to
be a shareholder of the Company with respect to such Option except to the extent
that such Option shall have been exercised with respect thereto and, in
addition, a stock certificate shall have been issued theretofore and delivered
to the holder. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 7
hereof.




11.
              NONEXCLUSIVITY
      OF THE PLAN




The
adoption of the Plan shall not be construed as creating any limitations upon the
right and authority of the Board to adopt such other incentive compensation
arrangements (which arrangements may be applicable either generally to a class
or classes of individuals or specifically to a particular individual or
individuals) as the Board in its discretion determines desirable, including,
without limitation, the granting of stock options or stock appreciation rights
other than under the Plan.




12.
              SEVERABILITY




If any
provision of the Plan or any Option Agreement shall be determined to be illegal
or unenforceable by any court of law in any jurisdiction, the remaining
provisions hereof and thereof shall be severable and enforceable in accordance
with their terms, and all provisions shall remain enforceable in any other
jurisdiction.




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13.
              NOTICES




Any
communication or notice required or permitted to be given under the Plan shall
be in writing, and mailed by registered or certified mail or delivered by hand,
if to the Company, to its principal place of business, attention: Stock Option
Administrator, and if to the holder of an Option, to the address as appearing on
the records of the Company.




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EXHIBIT
1




DEFINED
TERMS




"Board"
means the Board of Directors of the Company.




"Change
in Control" shall be deemed to occur with respect to an entity if a Person or a
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 such entity pursuant to a transaction or a 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 such
entity immediately prior to the commencement of such transaction(s) fail to
directly or indirectly own, immediately after the consummation of such
transaction(s), more than 50% of (i) the total combined voting power with
respect to the election of directors of such entity or (ii) the issued and
outstanding common equity of such entity (or surviving entity, in the case of a
merger, consolidation, asset sale or similar transaction).




"Committees"
shall mean the committees appointed by the Board pursuant to Section 4(b)
herein.




"Common
Stock" means common stock, with $.01 par value per share, of the
Company.




"Company"
means Ener1, Inc., a Florida corporation.




"Disability"
shall mean a "permanent and total disability" within the meaning of Section
22(e)(3) of the Internal Revenue Code.




"Effective
Date" shall have the meaning ascribed thereto in Section 1.




"Eligible
Individual" shall mean any non-employee director of the Company.




"Exchange
Act" means the Securities Exchange Act of 1934, as amended.




"Exercise
Price" means the purchase price of each share of Common Stock subject to an
Option.




"Fair
Market Value" shall mean, if the Common Stock is then listed on any national
securities exchange, the mean between the high and low sales price, if any, on
such exchange on the last trading day immediately prior to the Grant Date, or if
none, shall be determined by taking a weighted average of the means between the
highest and lowest sales price on the nearest date before and the nearest date
after the Grant Date in accordance with Treasury Regulations Section 25.2512-2.
If the Common Stock is not listed on any such exchange, the fair market value
shall be the mean between the high and low sales price, if any, as reported
onNASDAQ for the last trading day immediately prior to the Grant Date, or if
none, shall be determined by taking a weighted average of the means between the
highest and lowest sales price on the nearest date before and the nearest date
after the Grant Date in accordance with Treasury Regulations Section 25.2512-2.
If the Common Stock is not then either listed on any such exchange or quoted on
NASDAQ, the Fair Market Value shall be the mean between the high and low sales
prices of our common stock as reported by the OTC Bulletin Board for the trading
day immediately preceding the Grant Date, or if none, shall be determined by
taking a weighted average of the means between the highest and lowest sales
prices on the nearest date before and the nearest date after the Grant Date in
accordance with Treasury Regulations Section 25.2512-2. If the Fair Market Value
cannot be determined under the preceding three sentences, it shall be determined
in good faith by the Board.




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"Grant
Date" means the date on which an Option is granted to an Eligible Individual, as
determined pursuant to applicable provisions of the Internal Revenue Code and
the regulations thereunder.




"Internal
Revenue Code" means the Internal Revenue Code of 1986, as amended.




"Non-qualified
Stock Option" means a non-qualified stock option which is not intended to meet
the requirements of Internal Revenue Code Section 422.




"Option"
shall mean an option to purchase Common Stock granted pursuant to Section
6.




"Option
Agreement" means a written agreement, executed by the Company and by the
Optionee, in such forms as the Board shall determine, which sets forth the terms
of an Option grant.




"Optionee"
shall mean an Eligible Individual to whom an Option is granted to pursuant to
the terms of the Plan.




"Person"
shall mean any person, corporation, partnership, joint venture or other entity
or any group (as such term is defined for purposes of Section 13(d) of the
Exchange Act), other than a parent or subsidiary of the Company, and "beneficial
ownership" shall be determined in accordance with Rule 13d-3 under the Exchange
Act.




"Plan"
means the Amended and Restated Ener1, Inc. 2002 Non-Employee Director Stock
Participation Plan.




"Public
Company" means a "publicly held corporation" as defined in Section 162(m)(2) of
the Internal Revenue Code.




"Reorganization"
of an entity shall be deemed to occur if such entity is a party to a merger,
consolidation, reorganization, or other business combination with one or more
entities in which said entity is not the surviving entity, if such entity
disposes of substantially all of its assets, or if such entity is a party to a
spin-off, split-off, split-up or similar transaction; provided, however, that
the transaction shall not be a Reorganization if the Company, or any entity
whose financial statements are required to be consolidated with the financial
statements of the Company pursuant to United States generally accepted
accounting principles is the surviving entity.




"Transfer"
means to assign, encumber, pledge, transfer, gift, bequest or otherwise dispose
in any way whatsoever.




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