Exhibit
10.45

     

    ENER1,
INC.

    AMENDED
AND RESTATED

    2002
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 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.

              	
                ESTABLISHMENT,
      EFFECTIVE DATE 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.  Unless earlier terminated pursuant to
Section 9 hereof, 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, provided that
Incentive Stock Options may only be granted to Section 424
Employees.

     

    
      
        	
                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. The Board shall appoint an Outside Director 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 976,643 shares (of which 41,162 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.  Options
granted under the Plan may consist entirely of Incentive Stock Options, entirely
of Non-qualified Stock Options, or of a combination of the two types of
Options.

     

    
      
        	
                6.

              	
                OPTIONS

              


      

    

     

    (a)           Type of Options. Each Option
granted under the Plan may be designated by the Board, in its sole discretion,
as either (i) an Incentive Stock Option, or (ii) a Non-qualified Stock
Option.  Options designated as Incentive Stock Options that fail to
continue to meet the requirements of Code Section 422 shall be re-designated as
Non-qualified Stock Options automatically on the date of such failure to
continue to meet such requirements without further action by the
Board.  In the absence of any designation, Options granted under the
Plan will be deemed to 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.  Any Option granted to a Covered Employee shall be made by
the Outside Director Committee, and the maximum number of shares of Common Stock
subject to Options that may be granted during any calendar year under the Plan
to any Covered Employee shall be 214,286.

     

    
      
         


      

      
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    (c)           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.

     

    (d)           Exercise Price. Subject to
the limitations set forth in this Plan, the Exercise Price of an Option shall be
fixed by the Board and stated in each Option Agreement.  Under no
circumstances shall the Exercise Price for an Option be less than the Fair
Market Value of the Common Stock subject to the Option, determined as of the
Grant Date.  Incentive Stock Options shall be subject to the
additional Exercise Price rules in Subsection (f).

     

    (e)           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.

     

    (f)           Limitations on Incentive Stock
Options. Notwithstanding any other provisions of this Plan, the following
provisions shall apply with respect to Incentive Stock Options granted pursuant
to this Plan.

     

    (i)           Section 424 Employees Only.
Incentive Stock Options may only be granted to Section 424
Employees. Subject to the terms and conditions of this Plan and the Option
Agreement (including all vesting provisions and option periods), any and all
Incentive Stock Options which an employee fails to exercise within 90 days after
the date said employee ceases to be a Section 424 Employee for reason other than
death of Disability shall automatically be classified as Non-qualified Stock
Options to the extent that said Options otherwise have not been
terminated.

     

    (ii)           Limitation on Grants. The
aggregate Fair Market Value (determined at the time such Incentive Stock Option
is granted) of the shares of Common Stock for which any individual may have
Incentive Stock Options which first become vested and exercisable in any
calendar year (under all incentive stock option plans of an Employer) shall not
exceed $100,000. Options granted to such individual in excess of the $100,000
limitation, and any Options issued subsequently which first become vested and
exercisable in the same calendar year, shall be treated as Non-qualified Stock
Options.

     

    (iii)           Minimum Exercise Price. In no
event may the Exercise Price of an Incentive Stock Option be less than 100% of
the aggregate Fair Market Value as of the Grant Date of the total number of
shares of Common Stock that are subject to such Option.

     

    
      
         


      

      
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    (iv)           Ten Percent Shareholder.
Notwithstanding any other provision of this Plan to the contrary, in the
case of Incentive Stock Options granted to an individual who, at the time the
Option is granted, owns (after application of the rules set forth in Code
Section 424(d)) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company, such Incentive Stock Options
(i) must have an Exercise Price that is at least 110% of the aggregate Fair
Market Value as of the Grant Date of the total number of shares of Common Stock
that are subject to such Option, and (ii) must not be exercisable after the
fifth anniversary of the Grant Date.

     

    (g)           Vesting Schedule and Condition.
No Options may be exercised prior to the satisfaction of the conditions
and vesting schedule provided for in the Option Agreement relating
thereto.  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 100 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 other than as set forth in this Plan shall
be invalid and of no force and effect.

     

    (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;

     

    
      
         


      

      
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    (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 Employer 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.

     

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

     

    (l)           Transferability.

     

    (i)           Incentive Stock Options. An
Optionee may not Transfer an Incentive stock Option other than by will or the
laws of descent and distribution. Incentive Stock Options may be exercised
during the Optionee’s lifetime only by the Optionee.

     

     

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

     

    (iii)           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.

     

    
      
         


      

      
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    (iv)           Certain Gratuitous Transfers.
Without limiting the foregoing provisions, the Board may in its sole and
absolute discretion permit the Transfer of a Non-qualified Stock 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 Employment, Death or
Disability. Unless otherwise provided in an Option Agreement or by the
Board, upon the termination of the employment or other service of an Optionee
with the Employer, 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 termination of
employment or service of an Optionee with the Employer for any reason other than
for Cause, an Optionee may exercise an Option, in whole or in part, at any time
subsequent to such termination of employment or service and prior to termination
of the Option pursuant to Section 6(e) above, either subject to or without
regard to any vesting or other limitation on exercise imposed pursuant to
Section 6(g) above; provided, however, that such Option may not be
exercised 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 Grant Date thereof.

     

    (i)           General.  Upon the
termination of the employment or other service of an Optionee with the Employer,
other than by reason of Cause, 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, in whole or in part, for a period not
to exceed 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, however, such Option may not be exercised 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 Grant
Date thereof.  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 employment or service because of illness, vacation, approved leaves of
absence, military service and transfer of employment shall not constitute a
termination of employment or service with the Company.

     

    (ii)           Cause. Upon termination of
the employment or other service of an Optionee with the Employer for Cause, any
Option granted to the Optionee shall expire immediately and the Optionee shall
have no further right to purchase shares of Common Stock pursuant to such
Options; provided, however, the Board may, in its discretion, permit such
Optionee to exercise part or all it his 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, such Option may not be exercised
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
Grant Date thereof.  Subject to Section 6(0g) 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.

     

    
      
         


      

      
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    (iii)           Disability. Upon termination
the employment or other service of an Optionee with the Employer 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, in whole or in part, for
a period not to exceed not to exceed six (6) months after the date of such
Optionee’s termination (or such other period provided in the applicable Option
Agreement or by the Board in its discretion); provided, however, such Option may
not be exercised 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 Grant Date thereof.  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.

     

    (iv)           Death.  Upon a the
termination the employment or other service of an Optionee with the Employer 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, in whole or in
part, for a period not to exceed not to exceed one (1) year after the date of
such Optionee's death (or such other period provided in the applicable Option
Agreement or by the Board in its discretion); provided, however, such Option may
not be exercised 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 Grant Date thereof.  Upon such termination, the
Optionee’s unvested Options shall expire, and the 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.

     

    (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.

     

    
      
         


      

      
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    (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)           Change in Status of Parent or
Subsidiary. Unless otherwise provided in an Option Agreement, in the
event of a Change in Control or Reorganization of a parent or a subsidiary, or
in the event that a parent or subsidiary ceases to be a "parent corporation" or
"subsidiary corporation" as defined in and in accordance with Section 424
of the Code, the Board may, in its sole and absolute discretion,
(i) provide on a case by case basis that some or all outstanding Options
held by an Optionee employed by or performing service for such parent or
subsidiary may become immediately exercisable or vested, without regard to any
limitation imposed pursuant to this Plan and/or (ii) treat the employment
or other services of an Optionee employed by such parent or subsidiary as
terminated (and such Optionee shall have the right to exercise his or her
Options in accordance with Section 6 of the Plan) if such Optionee is not
employed by the Company or any parent or subsidiary immediately after such
event. For purposes of this Section, the Board or Committee shall determine
whether an entity is a parent or subsidiary, in its sole and absolute
discretion

     

    (e)           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 10(e), 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.

     

    (f)           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.

     

    (g)           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.

     

    
      
         


      

      
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              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.

     

    (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, qualification, 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.

     

    
      
         


      

      
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    (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.

     

    
      
        	
                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 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 an Employer or to interfere in any
way with the right and authority of an Employer either to increase or decrease
the compensation of any individual, including any Option holder, at any time, or
to terminate any employment or other relationship between any individual and the
Employer.  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.

     

    
      
         

      

      
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                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.

     

    
      
        	
                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

     

    Definitions
Section

     

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

     

    "Cause"
means (i) failure or refusal of the Optionee to perform the duties and
responsibilities that the Employer requires to be performed by him, (ii) gross
negligence or willful misconduct by the Optionee in the performance of his
duties, (iii) commission by the Optionee of an act of dishonesty affecting the
Employer, or the commission of an act constituting common law fraud or a felony,
or (iv) the Optionee’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 Employer.  Notwithstanding the above, if an
Optionee and the Employer 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 Optionee’s Options.
The Board shall determine whether Cause exists for purposes of this
Plan.

     

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

     

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

     

    "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"
means 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.

     

    "Covered
Employee" means a "covered employee" as defined in Section 162(m)(3) of the
Code.

     

    "Disability"
means a "permanent and total disability" within the meaning of
Section 22(e)(3) of the Code.

     

    "Effective
Date" has the meaning ascribed thereto in Section 1.

     

    
      
         


      

      
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    "Eligible
Individual" means any employee, officer, or consultant of an Employer, as
determined by the Board from time to time on the basis of their importance to
the business of the Employers.

     

    "Employers"
means the Company and all entities whose financial statements are required to be
consolidated with the financial statements of the Company pursuant to United
States generally accepted accounting principles, and Employer means any of such
entities, including 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; provided, however, that when
granting Incentive Stock Options, the Board shall determine fair market value in
accordance with the provisions of Section 422 of the Code. 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 in the National
Association of Securities Dealers Automated Quotation System National Market
System ("NASDAQ/NMS”) 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 in NASDAQ/NMS, the Fair Market Value shall be the
mean between the high and low sales price 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.

     

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

     

    "Incentive
Stock Option" means an "incentive stock option" within the meaning of Code
Section 422.

     

    "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 Code Section 422.

     

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

     

    
      
         


      

      
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    "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.

     

    "Outside
Director Committee" means a Committee consisting of not less than two members of
the Board, none of whom shall be an officer or other salaried employee of an
Employer, and each of whom shall qualify in all respects as a "non-employee
director" as defined in Rule 16b-3 under the Exchange Act, and as an
"outside director" for purposes of Code Section 162(m)

     

    "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, and "beneficial ownership"
shall be determined in accordance with Rule 13d-3 under the Exchange
Act.

     

    "Plan"
means the Ener1, Inc. 2002 Stock Participation Plan.

     

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

     

    "Section
424 Employee" means an employee of the Company or any "subsidiary corporation"
of the Company or "parent corporation" of the Company, as such terms are defined
in and in accordance with Code Section 424.  The term
Section 424 Employees also includes employees of a corporation issuing or
assuming a stock option in a transaction to which Code Section 424(a)
applies.

     

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

     

    
      
         


      

      
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