8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2007

PLUG POWER INC.

(Exact name of registrant as specified in charter)

Delaware	0-27527	22-3672377
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

968 Albany-Shaker Road, Latham, New York 12110

(Address of Principal Executive Offices) (Zip Code)

(518) 782-7700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Departure of Principal Officers

On February 22, 2007, Plug Power Inc. (the “Company”) and Greg Silvestri agreed in principle to a separation agreement pursuant to which Mr. Silvestri resigned as President of the Company, effective as of February 22, 2007 (the “Effective Date”). In addition, the Company and Mr. Silvestri will enter into a six month consulting agreement pursuant to which Mr. Silvestri will receive a total of $70,000. The separation agreement will provide for Mr. Silvestri to receive a $130,000 lump-sum severance payment approximately six months from the Effective Date and an additional $130,000 in severance payments paid out in equal weekly installments for six months thereafter. Mr. Silvestri will also receive continued employee benefits for a period of twelve months from the Effective Date. In addition, Mr. Silvestri will receive one year of accelerated vesting for all options and shares of restricted stock held by him and one year in which to exercise such options. Options for a total of 36,665 shares with a weighted average exercise price of $4.95 and 9,998 shares of restricted stock would vest under the separation agreement. The terms of the separation agreement will also provide for outplacement services, mutual releases by Mr. Silvestri and the Company of claims against one another and mutual non-disparagement provisions.

In connection with the foregoing, the Company issued a press release which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On February 19, 2007, Jean M. Nelson, the Company’s Vice President and Chief Financial Officer, gave notice of her resignation from the Company and the Company accepted such resignation effective February 22, 2007.

In connection with Ms. Nelson’s resignation, the Company issued a press release which is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Appointment of Principal Officers

The Company appointed Roger B. Saillant, who is currently the Company’s Chief Executive Officer, as President of the Company. The Company and Dr. Saillant, who is 63, are parties to an employment agreement pursuant to which Dr. Saillant’s employment may be terminated by the Company for “cause” (as defined), or by Dr. Saillant for “good reason” (as defined), or without “good reason” upon sixty days’ prior notice to the Company. If Dr. Saillant’s employment is terminated by the Company for any reason other than cause, death or disability, or in the event that Dr. Saillant terminates his employment with the Company for “good reason”, the Company is obligated to pay Dr. Saillant the sum of the following amounts: (i) his expected bonus through the date of termination; plus (ii) either, two years’ annual base salary and two years’ expected bonus if the date of termination occurs within one year after a change in control of the Company, or one year’s annual base salary and expected bonus if the termination occurs either in the absence of a change in control or more than one year after a change in control. In the event of a termination for “good reason,” Dr. Saillant is entitled to be fully vested in any outstanding restricted stock, stock options and other stock awards held by him. Furthermore, the

Company is required to continue paying health insurance and other benefits to Dr. Saillant or his eligible family members for the applicable period. The employment agreement was not modified in connection with Dr. Saillant’s appointment as President.

Executive Incentive Plan

On February 15, 2007, the Compensation Committee of the Board of Directors of the Company approved the Plug Power Executive Incentive Plan (the “Plan”). Under the Plan, based on and subject to achievement of Company and individual strategic objectives that are to be established, annual cash incentive awards would be made to executive officers of the Company who have been employed by the Company for at least four months during a fiscal year and who are employed by the Company at the time such incentive compensation awards are actually paid.

The target cash incentive awards to participants under the Plan are based on a percentage of base salary and are established by a Plan budget prepared on an annual basis by the Company’s human resources department, subject to review and approval by the Compensation Committee. Eligibility for incentive awards, and the determination of the percentage of each Plan participant’s base salary that will be paid out as incentive awards under the Plan, will be determined by the Compensation Committee based upon the achievement of a combination of goals spanning the following categories: Company financial and strategic performance and individual strategic objectives performance. The financial and strategic goals that will determine the amount of a Plan participant’s cash incentive award under the Plan, and the weight to be placed on each individual goal in determining the amount of such awards, will be proposed by the Company’s human resources department on an annual basis and will be subject to review and approval by the Compensation Committee. The cash incentive awards payable under the Plan will be paid on an annual basis.

For the portion of the target cash inventive awards attributable to each performance component, the target bonus under the Plan will be earned if the stated objectives are met. For performance below the objectives, the employee may earn a portion of the target bonus at certain thresholds. For performance exceeding the objectives, payments in excess of the target bonus may also be earned.

The foregoing summary is qualified in its entirety by reference to the copy of the Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Also on February 15, 2006, the Compensation Committee of the Board of Directors of the Company recommended, and the full Board of Directors approved, the payment to executive officers of the following discretionary cash bonuses for 2006 based on Company and individual performance:

Executive Officer	Bonus
Gregory A. Silvestri	$30,000
Mark A. Sperry	$35,750

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Title
10.1	Plug Power Executive Incentive Plan
99.1	Press Release of Plug Power Inc. dated February 22, 2007
99.2	Press Release of Plug Power Inc. dated February 22, 2007

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PLUG POWER INC.

Date: February 22, 2007

By: /s/ Roger B. Saillant            

        Roger B. Saillant

        Chief Executive Officer

EX-10.1

Exhibit 10.1

Executive Incentive Plan

I. Guiding Principles

Plug Power’s total rewards programs are designed to be flexible and effective to help the organization attract, develop, motivate and retain a high-talent workforce which will achieve Plug Power’s strategic objectives as they evolve in our developing business models. The annual Executive Incentive Plan is part of Plug Power’s Total Rewards program.

The Executive Incentive Plan is designed to align executives towards identifying and achieving common objectives that drive the organization forward. The Incentive Plan should be based on measurable objectives which are clearly linked to Plug Power’s success.

II. Eligibility

This Plan offers an incentive to all eligible executives that ties both organizational objectives and individual performance achievement. Eligible executives must be employed a minimum of four months. Bonuses will be prorated. Plan participants must be employed on the date bonus checks are issued. Eligible executives are defined as such executive officers as are determined from time to time by the Compensation Committee.

III. Plan Requirements

a. An Executive Incentive Plan budget shall be prepared annually by Human Resources and submitted to the Compansation Committee for review and approval. The Plan budget shall be based on 100% achievement of Corporate Objectives and 100% achievement of Individual Objectives for all Eligible executives. Such Corporation and Individual Objectives shall be approved by the Compensation Committee

b. Recommended bonus calculations are to be completed by Human Resources. They will be determined by both Corporate Objective and Individual Objective achievement measures reviewed and approved by the Compensation Committee.

c. The Plan formulas represent bonus recommendations, and the actual bonus awarded must have the final approval of the Compensation Committee.

d. Generally, bonuses are paid prior to March 15^th of the year following the incentive Plan year.

e. Bonuses are subject to taxes and are not considered part of base salary for the calculation of future raises.

f. Plug Power retains the right to amend this Plan at any time including but not limited to amendments that address compensation related to extraordinary performance.

IV. Plan Design

a. Forming the Corporate Pool

The available incentive pool is formed first by the achievement of Corporate Objectives using the following chart. A minimum of 3 objectives must be achieved at or above Threshold; otherwise the incentive pool is 0%.

Corporate Objective	Threshold	Exceeds	Exceptional
1	4%	8%	10%
2	3%	6%	10%
3	3%	6%	10%

Example, Part 1:

Objective 1 is Exceeds, Objective 2 is at Threshold and Objective 3 is Exceeds. The minimum has been met and the maximum pool is 17% (8% + 3% + 6%). This translates into a possible Individual Executive Incentive of 17% of base salary for each eligible executive. The actual percentage will be based on performance against Individual Objectives.

b. Earning Individual Payout

While working to achieve and support Corporate Objectives, each eligible executive also has Individual Objectives, with Threshold, Exceed and Exceptional measurements. Achievement of Individual Objectives will determine the payout to the individual. The achievement of Individual Objectives is assigned a percentage in the chart below; percentages are totaled, and rounding is acceptable. This individual “factor” is applied to the Corporate Objectives percentage to determine individual payout. The maximum individual payout is equivalent to the Corporate Objectives percentage (17% in the Example, Part 1), not to exceed 30% of base salary. There is no minimum threshold requirement for the individual objectives.

Individual Objective	Threshold	Exceeds	Exceptional
1	23.3%	30%	33.3%
2	23.3%	30%	33.3%
3	23.3%	30%	33.3%

Example, Part 2:

Objective 1 is at Exceeds, Objective 2 is at Threshold and Objective 3 is at Exceeds. The individual factor is 83.3% (30.0% + 23.3% + 30%). The executive will receive 83.3% x 17% = 14.2% individual incentive.

EX-99.1

Exhibit 99.1

[GRAPHIC APPEARS HERE]

News Release

FOR IMMEDIATE RELEASE

February 22, 2007

PLUG POWER ANNOUNCES CORPORATE RESTRUCTURING

LATHAM, N.Y. – February 22, 2007 – Plug Power Inc. (NASDAQ: PLUG), a leader in providing clean, reliable on-site energy products, today announced changes to its corporate structure, allowing Company CEO Dr. Roger Saillant to have more direct involvement with daily operations while also creating a more traditional and optimal organizational structure.

Concurrently with this organizational restructuring, Company President Gregory Silvestri announced his resignation. Dr. Saillant will now assume the title of President and CEO.

As a result of these changes, three vice presidents will join the executive management team and report directly to Dr. Saillant. The new additions are Allan Greenberg, Vice President of Sales; Thomas Hutchison, Vice President of Engineering; and Brad Johnson, Vice President of Operations. Greenberg and Hutchison were hired last year to fill key strategic roles at the executive level.

“This restructuring further improves the alignment of the organization with our efforts to reduce costs and improve reliability. I am encouraged by our ability to further develop the company by leveraging the experience and expertise of this newly appointed executive management team,” said Dr. Saillant, who has more than 30 years of operational experience with Ford Motor Company and Visteon Corporation.

Dr. Saillant continued, “We appreciate Greg’s many contributions to the organization over the past seven years. He has been a strong leader and key member of the team in our efforts to commercialize our fuel cell products. We wish Greg all the best in his future endeavors.”

About Plug Power

Plug Power Inc. (NASDAQ: PLUG), an established leader in the development and deployment of clean, reliable, on-site energy products, currently integrates fuel cell technology into backup power products for telecommunications, utility and uninterruptible power supply applications. The Company is actively engaged with private and public customers in targeted markets, including the United States, Europe, Middle East, Russia, South Africa and South America. For more

information about how to join Plug Power’s energy revolution as an investor, customer, supplier or strategic partner, please visit www.plugpower.com.

###

Media Contact:

Cynthia Mahoney White

Plug Power Inc.

Phone: (518) 782-7700 ext. 1973

Mobile: (518) 527-1172

cynthia_mahoneywhite@plugpower.com

Investor Contact:

Deborah K. Pawlowski

Kei Advisors

Phone: (716) 843-3908

Mobile: (716) 310-3949

dpawlowski@keiadvisors.com

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, including, without limitation, the risk that possible strategic benefits of the Smart Hydrogen transaction do not materialize, Plug Power’s ability to develop commercially viable on-site energy products; the cost and timing of developing Plug Power’s on-site energy products; market acceptance of Plug Power’s on-site energy products; Plug Power’s ability to manufacture on-site energy products on a large-scale commercial basis; competitive factors, such as price competition and competition from other traditional and alternative energy companies; the cost and availability of components and parts for Plug Power’s on-site energy products; Plug Power’s ability to establish relationships with third parties with respect to product development, manufacturing, distribution and servicing and the supply of key product components; Plug Power’s ability to protect its intellectual property; Plug Power’s ability to lower the cost of its on-site energy products and demonstrate their reliability; the cost of complying with current and future governmental regulations; the impact of deregulation and restructuring of the electric utility industry on demand for Plug Power’s on-site energy products and other risks and uncertainties discussed under “Item IA—Risk Factors” in Plug Power’s annual report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2006, and the reports Plug Power files from time to time with the SEC. Plug Power does not intend to and undertakes no duty to update the information contained in this press release.

968 Albany Shaker Road - Latham, New York 12110 - www.plugpower.com

EX-99.2

Exhibit 99.2

[GRAPHIC APPEARS HERE]

News Release

FOR IMMEDIATE RELEASE

February 22, 2007

PLUG POWER ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER

LATHAM, N.Y., February 22, 2007 – Plug Power Inc. (NASDAQ: PLUG), a leader in providing clean, reliable on-site energy products, today announced that Jean Nelson has resigned from her position as Chief Financial Officer (CFO) for personal reasons. A search for a new CFO will begin immediately.

Company Chief Executive Officer Dr. Roger Saillant commented, “Although only with us briefly, Jean brought great skills into our organization and made an impact in the time she was here. Her resignation was solely her decision and a surprise to us, however we respect her choice. Until we appoint her successor, we are fortunate to have a talented management team in place to continue company operations.”

In a separate release today, the Company announced that it had restructured the organization resulting in sales, engineering and operations reporting directly to Dr. Saillant. This restructuring comes at a time when the Company is proactively improving its organizational alignment and advancing its efforts of reducing costs and increasing product reliability.

About Plug Power

Plug Power Inc. (NASDAQ: PLUG), an established leader in the development and deployment of clean, reliable, on-site energy products, currently integrates fuel cell technology into backup power products for telecommunications, utility and uninterruptible power supply applications. The Company is actively engaged with private and public customers in targeted markets, including the United States, Europe, Middle East, Russia, South Africa and South America. For more information about how to join Plug Power’s energy revolution as an investor, customer, supplier or strategic partner, please visit www.plugpower.com.

Media Contact:

Cynthia Mahoney White

Plug Power Inc.

Phone: (518) 782-7700 ext. 1973

Mobile: (518) 527-1172

cynthia_mahoneywhite@plugpower.com

Investor Contact:

Deborah K. Pawlowski

Kei Advisors

Phone: (716) 843-3908

Mobile: (716) 310-3949

dpawlowski@keiadvisors.com

###

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, including, without limitation, the risk that possible strategic benefits of the Smart Hydrogen transaction do not materialize, Plug Power’s ability to develop commercially viable on-site energy products; the cost and timing of developing Plug Power’s on-site energy products; market acceptance of Plug Power’s on-site energy products; Plug Power’s ability to manufacture on-site energy products on a large-scale commercial basis; competitive factors, such as price competition and competition from other traditional and alternative energy companies; the cost and availability of components and parts for Plug Power’s on-site energy products; Plug Power’s ability to establish relationships with third parties with respect to product development, manufacturing, distribution and servicing and the supply of key product components; Plug Power’s ability to protect its intellectual property; Plug Power’s ability to lower the cost of its on-site energy products and demonstrate their reliability; the cost of complying with current and future governmental regulations; the impact of deregulation and restructuring of the electric utility industry on demand for Plug Power’s on-site energy products and other risks and uncertainties discussed under “Item IA—Risk Factors” in Plug Power’s annual report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2006, and the reports Plug Power files from time to time with the SEC. Plug Power does not intend to and undertakes no duty to update the information contained in this press release.

968 Albany Shaker Road – Latham, New York 12110 – www.plugpower.com