Form of Restricted Stock Agreement



 Exhibit 10.17 
 RESTRICTED STOCK AWARD AGREEMENT 
 UNDER THE PLUG POWER INC. 
 1999 STOCK OPTION AND INCENTIVE PLAN 
 Name of Grantee:
                                        
                     
 No. of Shares:
                                        
                     
 Grant Date:
                                        
                     
 Final Acceptance Date:
                                        
                     
 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 a Restricted Stock Award (an “Award”) to the Grantee named above.
Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the
Plan. 
 1. Acceptance of Award. The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this
Award prior to the close of business on the Final Acceptance Date specified above by (i) signing and delivering to the Company a copy of this Award Agreement, and (ii) delivering to the Company a stock power endorsed in blank. Upon
acceptance of this Award by the Grantee, the shares of Restricted Stock so accepted shall be issued and held by the Company or its transfer agent (in certificated or book entry form), and the Grantee’s name shall be entered as the stockholder
of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a shareholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in
Paragraph 2 below. 
 2. Restrictions and Conditions. 
 (a) Any certificates or book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the
Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. 
 (b)
Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. 
 (c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (except as set forth in Section 3(b) below) prior to vesting of shares of
Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. 
 3. Vesting of Restricted Stock. 
 (a) The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on
the Vesting Date or Dates specified in the following schedule so long as the Grantee 







 remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the
restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date. 
  

			
	 Number of Shares Vested
	  	Vesting Date
	                     
(        %)
	  	                    

 Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and
conditions have lapsed shall no longer be deemed Restricted Stock. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3. 
 (b) The restrictions and conditions in Paragraph 2 shall lapse with respect to all of the shares of Restricted Stock granted herein upon the termination of Grantee’s employment with the Company and its
Subsidiaries by reason of (i) Grantee’s death, or (ii) Grantee’s disability (within the meaning of Section 22(e)(3) of the Code). The Administrator’s determination of the reason for termination of the Grantee’s
employment shall be conclusive and binding on the Grantee and his or her representatives or legatees. 
 4. Dividends. Dividends on
Shares of Restricted Stock shall be paid currently to the Grantee. 
 5. Incorporation of Plan. Notwithstanding anything herein to the
contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein. 
 6. Transferability. This Agreement is personal to the
Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. 
 7. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory
to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. 
 8. Election Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the acceptance of this Award as provided in Paragraph 1 hereof, file with the Internal Revenue Service and
the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. 
 9. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time. 







 10. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place
of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 
  

			
	 PLUG POWER INC.

		
	 By:
	 	  

	 Title:
	 	


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the
undersigned. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	Grantee’s Signature
				
		 		 		 	Grantee’s name and address: