PLUG POWER INC (Form: 10-Q, Received: 08/07/2008 16:13:01)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 0-27527

PLUG POWER INC.

(Exact name of registrant as specified in its charter)

Delaware		22-3672377
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)

968 ALBANY-SHAKER ROAD, LATHAM, NEW YORK 12110

(Address of Principal Executive Offices, including Zip Code)

(518) 782-7700

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer		Accelerated filer		X Non-accelerated filer		Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act). Yes								No

The number of shares of common stock, par value of $.01 per share, outstanding as of August 5, 2008 was 88,180,132.

PLUG POWER INC.
INDEX to FORM 10-Q
		Page

PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - June 30, 2008 and December 31, 2007		3
Condensed Consolidated Statements of Operations - Three and six month periods ended June 30, 2008 and June 30, 2007 and
Cumulative Amounts from Inception		4
Condensed Consolidated Statements of Cash Flows - Six month periods ended June 30, 2008 and June 30, 2007 and Cumulative
Amounts from Inception		5
Notes to Condensed Consolidated Financial Statements		6
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3 - Quantitative and Qualitative Disclosures About Market Risk		20
Item 4 - Controls and Procedures		21
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings		21
Item 1A - Risk Factors		21
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 4 - Submission of Matters to a Vote of Security Holders		22
Item 6 - Exhibits		22
Signatures		23
2

Plug Power Inc. and Subsidiaries
(A Development Stage Enterprise)
Condensed Consolidated Balance Sheets
(Unaudited)
		June 30,	December 31,
		2008	2007

Assets
Current assets:
Cash and cash equivalents	$	24,643,472	$ 12,076,938
Available-for-sale securities		103,238,520	153,623,670
Accounts receivable, less allowance of $20,740 in 2008 and $57,000 in 2007		5,689,976	4,337,856
Inventory		5,171,652	5,787,180
Government assistance receivable		205,507	270,600
Prepaid expenses and other current assets		1,236,707	2,720,915

Total current assets		140,185,834	178,817,159
Property, plant and equipment, net		20,208,304	21,064,795
Goodwill		50,185,530	51,399,497
Intangible assets, net		15,537,433	16,979,327
Other assets		161,772	130,940

Total assets	$	226,278,873	$ 268,391,718


Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,959,946	$ 4,636,997
Accrued expenses		6,060,551	5,509,804
Deferred revenue		4,442,768	3,341,341
Other current liabilities		2,038,465	1,423,188

Total current liabilities		15,501,730	14,911,330
Repayable government assistance		4,350,616	4,388,374
Other liabilities		165,629	191,540

Total liabilities		20,017,975	19,491,244
Stockholders' equity:
Class B Capital stock, a class of preferred stock, $0.01 par value per
share; 5,000,000 shares authorized; 395,000 shares issued and outstanding
at June 30, 2008 and December 31, 2007		3,950	3,950
Common stock, $0.01 par value per share; 245,000,000 shares authorized;
Issued (including shares in treasury):
88,272,971 at June 30, 2008 and 87,882,922 at December 31, 2007		882,730	878,829
Additional paid-in capital		760,834,543	758,169,498
Accumulated other comprehensive income		6,534,828	7,810,558
Deficit accumulated during the development stage		(561,556,806)	(517,962,361)
Less common stock in treasury:
160,014 shares at June 30, 2008 and 0 shares at December 31, 2007		(438,347)	-

Total stockholders' equity		206,260,898	248,900,474

Total liabilities and stockholders' equity	$	226,278,873	$ 268,391,718

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Plug Power Inc. and Subsidiaries
(A Development Stage Enterprise)
Condensed Consolidated Statements of Operations
(Unaudited)

	Three months ended				Six months ended			Cumulative
	June 30,				June 30,			Amounts

	2008		2007		2008		2007	from Inception

Product and service revenue	$ 1,130,300	$	675,777	$	1,980,634	$	1,137,812	$ 37,422,515
Research and development contract revenue	3,702,439		3,331,325		6,588,991		5,499,468	82,056,224

Total revenue	4,832,739		4,007,102		8,569,625		6,637,280	119,478,739
Cost of product and service revenue	2,826,819		4,381,985		4,464,667		6,066,562	47,993,878
Cost of research and development contract
revenue	5,757,857		4,723,078		10,731,665		7,376,357	118,566,150
In-process research and development	-		-		-		-	12,026,640
Research and development expense	8,858,104		8,786,456		18,894,599		18,084,851	389,390,651
Selling, general and administrative expenses	8,421,723		4,985,181		14,882,510		9,035,738	114,980,550
Amortization of intangible assets	572,933		456,250		1,147,935		456,250	17,886,539
Operating loss	(21,604,697)		(19,325,848)		(41,551,751)		(34,382,478)	(581,365,669)
Interest income and net realized gains/ (losses)
from available-for-sale securities	656,859		2,643,710		2,777,784		6,517,333	45,135,226
Impairment loss on available-for-sale securities	(1,698,354)		-		(4,493,000)		-	(4,493,000)
Interest and other expense	(220,567)		(44,572)		(327,478)		(44,572)	(2,255,613)

Loss before equity in losses of affiliates	(22,866,759)		(16,726,710)		(43,594,445)		(27,909,717)	(542,979,056)
Equity in losses of affiliates	-		-		-		-	(18,577,750)

Net loss	$ (22,866,759)	$	(16,726,710)	$	(43,594,445)	$	(27,909,717)	$ (561,556,806)

Loss per share:
Basic and diluted	$ (0.26)	$	(0.19)	$	(0.49)	$	(0.32)

Weighted average number of common shares
outstanding	88,147,533		86,656,349		88,109,365		86,552,825

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Plug Power Inc. and Subsidiaries
(A Development Stage Enterprise)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
		Six months ended
		June 30,			Cumulative Amounts

		2008		2007		from Inception

Cash Flows From Operating Activities:
Net loss	$	(43,594,445)	$	(27,909,717)	$	(561,556,806)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,166,726		1,778,896		36,197,301
Equity in losses of affiliates		-		-		18,577,750
Amortization of intangible asset		1,147,935		456,250		17,886,539
Noncash prepaid development costs		-		-		10,000,000
(Gain) loss on disposal of property, plant and equipment		(486)		-		39,428
In-kind services		-		-		1,340,000
Stock-based compensation		2,416,730		2,672,853		37,134,588
Provision for bad debts		-		-		92,670
Amortization of deferred grant revenue		-		-		(1,000,000)
Amortization and write-off of deferred rent		-		-		2,000,000
Impairment loss on available-for-sale securities		4,493,000		-		4,493,000
In-process research and development		-		-		7,042,640
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable		(1,379,144)		(665,908)		(5,404,902)
Government assistance receivable		57,756		111,186		636,281
Inventory		598,002		(45,121)		(3,950,382)
Prepaid expenses and other current assets		1,445,804		(517,286)		(2,115,008)
Accounts payable and accrued expenses		(527,154)		(2,207,968)		3,143,167
Government assistance payable		188,681		-		454,367
Deferred revenue		1,102,268		936,559		5,441,806

Net cash used in operating activities		(31,884,327)		(25,390,256)		(429,547,561)


Cash Flows From Investing Activities:
Cash paid for acquisitions, net		-		(47,228,232)		(19,267,125)
Purchase of property, plant and equipment		(1,108,543)		(1,178,248)		(38,032,123)
Proceeds from disposal of property, plant and equipment		15,173		-		344,802
Purchase of intangible asset		-		-		(9,624,500)
Investment in affiliate		-		-		(1,500,000)
Proceeds from maturities and sales of available-for-sale securities		182,691,837		391,217,364		2,512,117,115
Purchases of available-for-sale securities		(136,849,462)		(316,646,741)		(2,619,826,994)

Net cash provided by (used in) investing activities		44,749,005		26,164,143		(175,788,825)


Cash Flows From Financing Activities:
Proceeds from issuance of common and preferred stock		-		-		428,529,602
Proceeds from initial public offering, net		-		-		201,911,705
Stock issuance costs		-		-		(5,548,027)
Purchase of treasury stock		(349,664)		-		(349,664)
Proceeds from stock option exercises and employee stock purchase plan		110,464		175,950		11,352,814
Repayment of loans due to General Hydrogen Shareholders		-		(400,000)		(400,000)
Principal payments on long-term debt and capital lease obligations		-		-		(6,786,687)

Net cash (used in) provided by financing activities		(239,200)		(224,050)		628,709,743


Effect of exchange rate changes on cash		(58,944)		757,684		1,270,115
Increase in cash and cash equivalents		12,566,534		1,307,521		24,643,472
Cash and cash equivalents, beginning of period		12,076,938		26,899,866


Cash and cash equivalents, end of period	$	24,643,472	$	28,207,387	$	24,643,472

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Plug Power Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Nature of Operations

Description of Business

Plug Power Inc., together with its subsidiaries, is a development stage enterprise involved in the design, development and manufacture of fuel cell systems for stationary and motive markets worldwide. The Company is a development stage enterprise because substantially all of the Company's resources and efforts are aimed at the discovery of new knowledge that could lead to significant improvement in fuel cell reliability and durability and the establishment of a market for the Company's products. The Company continues to experience significant net outflows of cash from operations and devotes significant efforts towards financial planning in order to forecast future cash spending and the ability to continue product research and development activities. Fuel cell technology within the Company's targeted markets, telecommunications, broadband, utility, and industrial un-interruptible power supply, as well as the mobile industrial equipment market entered into as a result of recent acquisitions, is still early in the technology adoption life cycle.

The Company is organized in the State of Delaware and was originally formed as a joint venture between Edison Development Corporation and Mechanical Technology Incorporated on June 27, 1997. In 2007, the Company merged with and acquired all the assets, liabilities and equity of Cellex Power Products Inc. (Cellex) and General Hydrogen Corporation (General Hydrogen). With the integration of Cellex and General Hydrogen complete, Plug Power now offers GenDriveTM, a line of fuel cell power units for the material handling industry, along with our GenCore ^R product, a line of fuel cell power units used as backup power for multiple industries.

The Company is focused on proton exchange membrane, or PEM, fuel cell and fuel processing technologies, from which multiple products are under development. A fuel cell is an electrochemical device that combines hydrogen and oxygen to produce electricity and heat without combustion. Hydrogen is derived from hydrocarbon fuels such as natural gas, propane, methanol, ethanol or gasoline and can also be obtained from the electrolysis of water or purchased directly from industrial gas providers.

The Company sells its products to commercial and governmental entities worldwide through its direct sales force and value-added resellers.

Although the Company has a significant amount of available-for-sale securities, as described in the Company's most recently filed Form 10-K with the Securities and Exchange Commission, as of June 30, 2008, neither the Company nor any of its subsidiaries was an "investment company" pursuant to the Investment Company Act of 1940, as amended.

Liquidity

The Company anticipates incurring substantial additional losses over at least the next several years and believes that its current cash, cash equivalents and available-for-sale securities balances will provide sufficient liquidity to fund operations for at least the next twelve months. The Company's cash requirements depend on numerous factors, including completion of our product development activities, our ability to commercialize our on-site energy products, market acceptance of our systems and other factors. The Company expects to devote substantial capital resources to continue its development programs directed at commercializing our energy products for worldwide use, hiring and training production staff, develop and expand manufacturing capacity and continue expanding our production and research and development activities. The Company expects to pursue the expansion of its operations through internal growth and strategic acquisitions and expects that such activities will be funded from existing cash, cash equivalents, available-for-sale securities, and the issuance of additional equity or debt securities or additional borrowings subject to market and other conditions. The failure to raise the funds necessary to finance future cash requirements or consummate future acquisitions could adversely affect the Company's ability to pursue its strategy and could negatively affect its operations in future periods.

Included in available-for-sale securities is $58.3 million of auction rate securities at June 30, 2008 and $90.8 million at December 31, 2007. The auction rate securities are secured by student loans which are generally guaranteed by the Federal government. These auction rate securities are structured to be tendered at par, at the investor's option, at auctions occurring every 27-30 days. However, due to the liquidity issues in the credit and capital markets, the market for auction rate securities began experiencing auction failures in February 2008 and there have been no successful auctions for the securities held in our portfolio since the failures began. We continue to receive interest on these securities, subject to an interest rate cap formula for each security as periodically adjusted. At June 30, 2008 the interest rates ranged from 0% to 2.9% on the auction rate securities. The Company expects to hold the auction rate securities until there is a successful auction or the Company may sell these securities on the open market. Given the lack of liquidity in the market for auction rate securities, the estimated fair

value of these auction rate securities have become lower than their cost and, based on an analysis of other than temporary impairment factors, management has determined that this difference represents a decline in value that is other than temporary. As such, the Company had a third party valuation performed during the second quarter of 2008 and have adjusted the securities to the calculated fair value. Accordingly, the Company recorded an other than temporary impairment charge of $1.7 and $4.5 million, respectively in the three and six months ended June 30, 2008 in the condensed consolidated statements of operations. A continuation or worsening of these market conditions could further negatively impact the Company's results of operations and could have a significant negative affect on the Company's liquidity.

2. Basis of Presentation

Principles of Consolidation: The accompanying unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. It is the Company's policy to reclassify prior period consolidated financial statements to conform to current period presentation.

Interim Financial Statements : The unaudited condensed interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles, the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year.

Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2007.

The information presented in the accompanying condensed consolidated balance sheet as of December 31, 2007 has been derived from the Company's December 31, 2007 audited consolidated financial statements. All other information has been derived from the Company's unaudited condensed consolidated financial statements for the periods as of and ending June 30, 2008 and 2007.

Use of Estimates: U.S. generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3. Fair Value Measurements

The Company adopted SFAS No. 157, "Fair Value Measurements" on January 1, 2008, for financial assets and financial liabilities. SFAS No. 157 defines fair value, provides guidance for measuring fair value, and requires certain disclosures. Financial Accounting Standards Board Staff Position (FSP) No. 157-2 amends SFAS No. 157 to delay the effective date of the application of SFAS No. 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities. Nonfinancial assets and nonfinancial liabilities for which the Company has not applied the provisions of SFAS No. 157 include those measured at fair value in goodwill impairment testing.

SFAS No. 157 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1 Inputs - Level 1 inputs are unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value. An active market is a market in which transactions occur for the item to be fair valued with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 Inputs - Level 2 inputs are inputs other than quoted prices included within Level 1. Level 2 inputs are observable either directly or indirectly. These inputs include: (a) Quoted prices for similar assets or liabilities in active markets; (b) Quoted prices for identical or similar assets or liabilities in markets that are not active, such as when there are few transactions for the asset or liability, the prices are not current, price quotations vary substantially over time or in which little information is released publicly; (c) Inputs other than quoted prices that are observable for the asset or liability; and (d) Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Inputs - Level 3 inputs are unobservable inputs for an asset or liability. These inputs should be used to determine fair value only when observable inputs are not available. Unobservable inputs should be developed based on the best information available in the circumstances, which might include internally generated data and assumptions being used to price the asset or liability.

When determining the fair value measurements for assets or liabilities required or permitted to be recorded at and/or marked to fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets. Nevertheless, certain assets are not actively traded in observable markets and the Company must use alternative valuation techniques to derive a fair value measurement.

The following table summarizes the bases used to measure certain financial assets at fair value on a recurring basis in the condensed consolidated balance sheet:

Basis of Fair Value Measurements

Quoted Prices in Active

Significant Other

Significant Unobservable

Markets for Identical Items

Observable Inputs

Inputs

Balance at June 30, 2008

Total

(Level 1)

(Level 2)

(Level 3)

Available-for-sale securities

$ 103,238,520

44,856,520

58,382,000

The following table shows a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs:

		Fair Value
		Measurements Using
		Significant
		Unobservable Inputs

Auction rate debt securities (level 3), beginning of period	$	-
Transfers into level 3		62,875,000
Sales		-
Other than temporary impairment charge included in the condensed consolidated statements of operations for the
six months ended June 30, 2008		(4,493,000)


	$	58,382,000

The following summarizes the valuation technique for assets measured and recorded at fair value:

Available-for-sale securities: For our level 1 securities, which represent Federal treasury securities, fair value is based on quoted market prices. The securities valued using unobservable inputs were the auction rate debt securities as the financial and capital markets have experienced significant dislocation and illiquidity in regard to this type of instrument and there is currently no secondary market for this type of security. During the second quarter of 2008, we contracted with a qualified third party to perform an independent valuation of the auction rate securities. The valuation of these auction rate securities was based upon factors specific to these securities, including duration, tax status (taxable or tax-exempt), credit quality, the existence of insurance wraps, and the composition of the underlying student loans (Federal Family Education Loan Program or private loans). Assumptions were made about future cash flows based upon interest rate formulas as described above. Also, the valuation included estimates of observable market data including yields or spreads of similar trading instruments, when available, or assumptions believed to be reasonable for non-observable inputs such as likelihood of redemption. The valuations of the securities were estimates as of the reporting date. Actual transactions involving these securities and/or future valuations could differ from the estimated fair value of these securities at June 30, 2008.

4. Per Share Amounts

The Company reports net loss per basic and diluted common share in accordance with SFAS No. 128, "Earnings Per Share", which establishes standards for computing and presenting loss per share. Basic earnings per common share are computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the reporting period, adjusted for unvested restricted stock. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock (such as convertible preferred stock, stock options, unvested restricted stock, and warrants) were exercised or converted into common stock or resulted in the issuance of common stock (net of any assumed repurchases) that then shared in the earnings of the Company, if any, computed by dividing net earnings by the combination of dilutive common share equivalents, comprised of shares issuable under outstanding warrants and the Company's share-based compensation plans, and the weighted average number of common shares outstanding during the reporting period. Since the Company is in a net loss position, all common stock equivalents would be considered to be anti-dilutive and are, therefore, not included in the determination of diluted earnings per share. Accordingly, basic and diluted loss per share are the same.

The following table provides the components of the calculations of basic and diluted earnings per share:

	Three Months Ended			Six Months Ended
	June 30,			June 30,

	2008		2007	2008		2007


Numerator:
Net loss	$ (22,866,759)	$	(16,726,710)	$ (43,594,445)	$	(27,909,717)

Denominator:
Weighted average number of common shares	88,147,533		86,656,349	88,109,365		86,552,825


The dilutive potential common shares are summarized as follows:
				Six Months Ended
				June 30,

				2008		2007

Stock options				5,936,431		7,001,062
Unvested restricted stock				509,985		735,125
Preferred stock (1)				39,500,000		39,500,000
Warrants (2)				571,429		571,429


				46,517,845		47,807,616

(1)	The preferred stock amount represents the dilutive potential common shares of the 395,000 shares of Class B capital stock issued on June 29, 2006.

(2)	The warrants were granted to the shareholders of General Hydrogen as part of the acquisition of that company.

5. Goodwill and Intangible Assets

Goodwill of $50,185,530 and $51,399,497 at June 30, 2008 and December 31, 2007, respectively, represents the excess of costs over fair value of Cellex and General Hydrogen net assets acquired during 2007 and H Power net assets acquired during 2003. The decrease in goodwill from December 31, 2007 to June 30, 2008 is related to the impact of foreign currency translation.

The gross carrying amount and accumulated amortization of the Company's acquired identifiable intangible assets as of June 30, 2008 are as follows:

							Effect of
	Weighted Average		Gross Carrying		Accumulated		Foreign Currency
	Amortization Period		Amount		Amortization		Translation		Total

Acquired Technology	8 years	$	15,900,000	$	(2,616,205)	$	1,399,471	$	14,683,266
Customer Relationships	8 years		1,000,000		(145,833)		-		854,167


		$	16,900,000	$	(2,762,038)	$	1,399,471	$	15,537,433

6. Stockholders' Equity

Changes in stockholders' equity for the six months ended June 30, 2008 are as follows:

	Preferred Stock			Common Stock

									Deficit
							Accumulated		Accumulated
							Other		During the	Total	Total
						Additional Paid- Comprehensive		Treasury	Development	Stockholders'	Comprehensive
	Shares	Amount		Shares	Amount	in-Capital	Income (Loss)	Stock	Stage	Equity	Loss


December 31, 2007	395,000	$	3,950	87,882,922	$ 878,829	$ 758,169,498	$ 7,810,558	$ -	$ (517,962,361)	$ 248,900,474


Net loss	-		-	-	-	-	-	-	(43,594,445)	(43,594,445)	(43,594,445)
Unrealized loss on foreign
currency translation	-		-	-	-	-	(1,225,955)	-	-	(1,225,955)	(1,225,955)
Net change in unrealized gain on
available-for-sale securities	-		-	-	-	-	(49,775)	-	-	(49,775)	(49,775)


Total comprehensive loss											(44,870,175)


Stock based compensation	-		-	328,767	3,288	2,480,498	-	-	-	2,483,786

Stock option exercises	-		-	3,435	34	3,401	-	-	-	3,435
Stock issued under employee
stock purchase plan	-		-	57,847	579	181,146	-	-	-	181,725

Restricted shares, forefeited	-		-	-	-	-	-	(88,683)	-	(88,683)

Treasury stock	-		-	-	-	-	-	(349,664)	-	(349,664)


June 30, 2008	395,000	$	3,950	88,272,971	$ 882,730	$ 760,834,543	$ 6,534,828	$ (438,347)	$ (561,556,806)	$ 206,260,898

7. Supplemental Disclosures of Cash Flows Information

The following represents required supplemental disclosures of cash flows information and non-cash financing and investing activities which occurred during the six months ended June 30, 2008 and 2007:

	June 30,		June 30,
	2008		2007

Stock-based compensation accrual impact	$ 53,070	$	-
Change in unrealized gain/loss on available-for-sale securities	(49,775)		(30,025)
Decrease to broker for security purchase	-		(5,000,000)
Estimated fair value of net assets acquired and liabilities assumed	-		57,785,000

8. Repayable Government Assistance

During the year ended December 31, 2000, the Company's wholly-owned subsidiary, Plug Power Canada Inc., formerly known as Cellex Power Products Inc., entered into an Industrial Research Assistance Program ("IRAP") Repayable Contribution Agreement with the National Research Council of Canada ("NRC") under which it received contributions totaling Cdn$500,000 for certain development activities. The agreement with the NRC provides for payment of royalties of up to 170% of the contributions received subject to certain conditions, payable quarterly, calculated at 3.5% of gross revenues. Plug Power Canada's repayment obligation to the NRC exists from July 1, 2002 to March 31, 2009. If by April 1, 2009, the total amount repaid to the NRC is less than the Cdn$500,000 contribution, then Plug Power Canada will continue to make the payments to the NRC until either the full Cdn$500,000 is repaid or until July 1, 2012, whichever comes first. The maximum liability under this repayment obligation is Cdn$850,000. If at any point Plug Power Canada's repayments reach this amount the obligation shall cease.

Plug Power Canada Inc. also entered into two agreements with Technology Partnerships Canada ("TPC") during the year ended

December 31, 2005 for the development of early market fuel cell applications. Under the former Cellex Power Products, Inc.'s TPC agreement, TPC will contribute the lesser of Cdn$9.5 million or 33% of eligible costs incurred during the period July 2004 to June 2009. Following the completion of the development project, TPC will be entitled to recover its investment through royalty payments of 2.06% of gross revenues during the period January 1, 2010 to December 31, 2017, or until a Cdn$42.2 million cap is reached, whichever occurs first. If, as of December 31, 2017, the cumulative royalty paid and owing has not reached Cdn$28.1 million, royalty payments will continue to be payable until Cdn$28.1 million is reached or until December 31, 2027, whichever occurs first. Under the former General Hydrogen (Canada) Corp.'s TPC agreement, TPC will contribute the lesser of Cdn$9.0 million or 32% of eligible costs incurred though June 2008. Following the completion of the development project, TPC will be entitled to recover its investment through royalty payments of 1.98% of revenues during the period January 1, 2009 to December 31, 2016. If, as of December 31, 2016, the cumulative royalty paid and owing has not reached Cdn$22.9 million, royalty payments will continue to be payable until Cdn$22.9 million is reached or until December 31, 2026, whichever occurs first.

The Company has recorded the estimate of amounts owed under these arrangements as a debt, which includes accrued interest that is determined based on imputed interest rates. Royalty payments are recorded as a reduction of the debt. Accordingly, liabilities, including imputed interest, in the amount of $4.4 million, $311,000, $4.4 million and $214,000 have been recorded as repayable government assistance and current portion of repayable government assistance (other current liabilities), respectively, in the condensed consolidated balance sheets as of June 30, 2008 and December 31, 2007, respectively. The imputed interest is recorded as interest expense in the condensed consolidated statement of operations.

9. Restructuring Charges

On June 10, 2008, the Company adopted a restructuring plan to become a market and sales driven organization. The Company has refocused on the GenDrive TM motive power product where there has been significant customer interest in fuel cell power units. As part of the restructuring, the Company has reduced its workforce, cut back discretionary spending, and deferred non strategic projects. As a result of the reduced workforce and contract cancellation, the Company recorded restructuring charges in the second quarter of 2008 in the amount of $3,582,905 within selling, general and administrative expenses in the condensed consolidated statement of operations and $2,455,365 in accrued expenses in the condensed consolidated balance sheets.

The total restructuring costs are comprised of the following at June 30, 2008:
	Total Amount Expensed			Total Amount Paid	Remaining Accrual
Personnel Related	$	3,218,805	$	1,127,540	$	2,091,265
Contract Cancellation		364,100		-		364,100

Total	$	3,582,905	$	1,127,540	$	2,455,365

10. Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of SFAS No. 115" (SFAS No. 159). This new standard permits entities to choose to measure many financial instruments and certain warranty and insurance contracts at fair value on a contract-by-contract basis. The Company adopted SFAS No. 159 on January 1, 2008 and did not choose the fair value option for any financial instruments upon the adoption of this standard. The adoption of this new standard did not have a material effect on its condensed consolidated results of operations, or liquidity.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements-an amendment of Accounting Research Bulletin No. 51" (SFAS No. 160). This new standard establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent's ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. The statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This standard is effective for fiscal years beginning after December 15, 2008. The Company plans to adopt SFAS No. 160 on January 1, 2009 and is currently evaluating the effect, if any, SFAS No. 160 will have on its condensed consolidated financial position, condensed consolidated results of operations, or liquidity.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), "Business Combinations," (SFAS No. 141R). This new standard applies to all transactions or other events in which an entity obtains control of one or more businesses, including those sometimes referred to as "true mergers" or "mergers of equals" and combinations achieved without the transfer of consideration. This standard replaces FASB

Statement No. 141 and applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. The Company plans to adopt SFAS No. 141R on January 1, 2009 and will apply the provisions of this standard on a prospective basis.

In December 2007, the FASB's Emerging Issues Task Force (EITF) issued EITF No. 07-01, "Accounting for Collaborative

Arrangements Related to the Development and Commercialization of Intellectual Property" (EITF No. 07-01). This new standard prescribes the accounting for collaborations. It requires certain transactions between collaborators to be recorded in the income statement on either a gross or net basis within expenses when certain characteristics exist in the collaboration relationship. The Company adopted EITF No. 07-01 on January 1, 2008 and the adoption did not have a material effect on its condensed consolidated financial position, condensed consolidated results of operations, or liquidity.

In December 2007, the SEC issued Staff Accounting Bulletin No. 110, "Share-Based Payment" (SAB No. 110). SAB No. 110 amends SAB No. 107, "Share-Based Payment", and allows for the continued use, under certain circumstances, of the "simplified method" in developing an estimate of the expected term on stock options accounted for under the Statement of Financial Accounting Standards (SFAS) No. 123R, "Share-Based Payment (revised 2004)". SAB No. 110 is effective for stock options granted after December 31, 2007. The Company continued to use the "simplified method" in developing an estimate of the expected term on stock options granted in the first six months of 2008. The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its shares of Common Stock have been publicly traded.

In May 2008, the FASB issued SFAS No.162, "The Hierarchy of Generally Accepted Accounting Principles". This new standard identifies the sources of accounting principles and the framework for selecting the accounting principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. This new standard mandates the GAAP hierarchy reside in the accounting literature as opposed to the audit literature. This has the practical impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP hierarchy. SFAS No. 162 is effective 60 days after the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles." The Company does not believe adoption of this new standard will have a material effect on its condensed consolidated financial statements, or liquidity.

In June 2008, the FASB issued the FASB Staff Position (FSP) EITF No. 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities" (FSP EITF No. 03-6-1). FSP EITF No. 03-6-1 requires that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) should be classified as participating securities and should be included in the computation of earnings per share pursuant to the two-class method as described in SFAS No. 128, "Earnings per Share". FSP EITF No. 03-6-1 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently evaluating the impact of adopting FSP EITF No. 03-6-1 on its condensed consolidated financial statements.

11. Commitments and Contingencies

On October 15, 2007 the Company and Wal-Mart Stores East, LP (Wal-Mart) signed an Early Commercial Purchase Agreement. Under this agreement, the Company will have certain commitments to provide for the maintenance/service of the units sold as well as supply of hydrogen to Wal-Mart for up to seven years from the date of installation and commissioning. As of June 30, 2008, no units have been commissioned.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our accompanying unaudited condensed consolidated financial statements and notes thereto included within this report, and our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K filed for the fiscal year ended December 31, 2007. In addition to historical information, this Form 10-Q and following discussion contain statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements contain projections of our future results of operations or of our financial position or state other forward-looking information. In some cases you can identify these statements by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will" and "would" or similar words. 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. Investors are cautioned not to rely on forward-looking statements because they involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to: the risk that our investments in auction rate securities may cause losses and affect the liquidity of these investments; the risk that the restructuring results in greater restructuring charges or less cost savings; the risk that the FCC does not adopt rules regarding back up power requirements; the risk that unit orders will not ship, be installed and/or convert to revenue, in whole or in part; our ability to develop commercially viable energy products; the cost and timing of developing our energy products; market acceptance of our energy products; our ability to manufacture 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 our energy products; the cost and availability of fuel and fueling infrastructures for Plug Power's energy products; the ability to raise and provide the necessary capital to develop, manufacture and market our energy products; our ability to establish relationships with third parties with respect to product development, manufacturing, distribution and servicing and the supply of key product components; our ability to protect our Intellectual Property; our ability to lower the cost of our 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 our energy products; fluctuations in the trading price and volume of our common stock; and other risks and uncertainties discussed, but are not limited to, those set forth in Item 1A "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as filed on March 17, 2008 updated by Part II, Item 1A of this Form 10-Q. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Form 10-Q.

Overview

Plug Power Inc., together with its subsidiaries, is a development stage enterprise involved in the design, development and manufacture of fuel cell systems for stationary and industrial-motive (forklift) markets worldwide. We are focused on the application of Proton Exchange Membrane, or PEM, fuel cell and fuel processing technologies from which we are developing multiple products. The Company is a development stage enterprise because substantially all of the Company's resources and efforts are aimed at the discovery of new knowledge that could lead to significant improvement in fuel cell reliability and durability and the establishment of a market for the Company's products. The Company continues to experience significant net outflows of cash from operations and devotes significant efforts towards financial planning in order to forecast future cash spending and the ability to continue product research and development activities. Fuel cell technology within the Company's targeted markets, telecommunications, broadband, utility, and industrial un-interruptible power supply, as well as the mobile industrial equipment market recently entered into as a result of recent acquisitions, is still early in the technology adoption life cycle.

We are currently offering our 5kW hydrogen fueled GenCore ^R back-up power product for commercial sale to telecommunications, uninterruptible power (UPS) and utility back-up applications, with a focus on wireless telecommunications. We are collaborating with Ballard Power Systems, under government contract, to evaluate alternative stack technology for future products.

In 2007, we acquired Cellex Power Products, Inc. and General Hydrogen Corporation, both leaders in the design and integration of PEM fuel cell systems for forklift and industrial motive power products. We are currently conducting prototype field tests with these hydrogen fueled GenDrive TM systems that are intended to be a direct replacement for traditional lead-acid battery packs on indoor industrial forklift applications.

Additionally, we continue to develop our GenSys ^R continuous power products. In 2007 we commissioned seventeen (17) 5kW LPG fueled "low-temperature" off-grid PEM systems in three (3) separate deployments, including a system trial in India with a large wireless carrier.

As an extension of our GenSys ^R development work, we continue to develop technology in support of the automotive fuel cell market under a series of agreements with Honda R&D Co Ltd. of Japan (Honda), a subsidiary of Honda Motor Co., Ltd.

We also form relationships with customers and enter into development and demonstration programs with government agencies and other energy providers. Many of our initial sales of GenCore ^R , GenDrive TM and GenSys ^R are contract-specific arrangements containing multiple obligations that may include a combination of fuel cell systems, continued service, maintenance and other support. The multiple obligations within our contractual arrangements are not accounted for separately based on our limited commercial experience and lack of evidence of fair value for the separate elements. As a result, we defer recognition of product and service revenue and recognize revenue on a straight-line basis over the contractual terms as the continued service, maintenance and other support obligations expire, which are generally for periods of twelve to thirty months. Our distributors have no special right of return, price protection allowances or other sales incentives. We do offer a discount from our manufacturer's suggested retail price to resellers to allow for the mark-up of the reseller.

As we gain commercial experience, including field experience relative to service and warranty of our initial products, the fair values for the multiple elements within our future contracts may become determinable and we may, in future periods, recognize product revenue upon delivery or installation of the product, or we may continue to defer recognition, based on application of appropriate guidance within EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables," or changes in the manner in which we structure contractual agreements, including our agreements with distribution partners.

As of April 7, 2008, Dr. Roger B. Saillant retired as the Company's CEO and President. Mr. Andrew Marsh was appointed as the new CEO and President on April 8, 2008.

Additionally, in May 2008, Sergey Polikarpov, a Class B director, resigned from the Company's Board of Directors and Smart Hydrogen appointed Michael McGuire to serve as a Class B director on the Company's Board of Directors. In July 2008, Sergey Batekhin and Lisa Rosenblum resigned as Class B directors and Smart Hydrogen appointed Dennis Pivnyuk and Andrew Dimitri to serve as Class B directors on the Company's Board of Directors. Pursuant to the Certificate of Designations dated June 28, 2006, Smart Hydrogen has the right to appoint up to four individuals to the Company's Board of Directors. The number of directors that Smart Hydrogen may appoint is based on the actual percentage of ownership of the Company's Class B stock. Currently, the size of the Company's Board of Directors is set at eleven members and Smart Hydrogen has the right to appoint four directors.

Results of Operations

Product and service revenue. We defer recognition of product and service revenue at the time of delivery and recognize revenue as the continued service, maintenance and other support obligations expire.

Many of our initial sales of product contain multiple obligations that may include a combination of fuel cell systems, continued service, maintenance and other support. While contract terms generally require payment shortly after delivery and installation of the fuel cell system and are not contingent on the achievement of specific milestones or other substantive performance, the multiple obligations within our contractual arrangements are not accounted for separately based on our limited experience and lack of evidence of fair value of the different components. As a result, we defer recognition of product and service revenue and recognize revenue on a straight-line basis as the continued service, maintenance and other support obligations expire, which are generally for periods of twelve to thirty months. In the case of our limited consignment sales, we do not begin recognizing revenue on a deferred basis until the customer has accepted the product, at which time the risks and rewards of ownership have transferred, the price is fixed and we have a reasonable expectation of collecting upon billing.

Product and service revenue for the three months ended June 30, 2008 increased $455,000 or 67% to $1.1 million from $676,000 for the three months ended June 30, 2007. The increase is related to increased system shipments in 2008 and the revenue recognized on those shipments, partially offset by decreased revenue recognition for systems shipped prior to 2008. Additionally, we recognized approximately $265,000 and $47,000 of non-deferred revenue during the three months ended June 30, 2008 and 2007, respectively. This revenue represents revenue associated with replacement parts or services not covered by service agreements or other similar types of sales where the Company has no continuing obligation after the parts are shipped or services rendered.

In the product and service revenue category, during the three months ended June 30, 2008 we shipped 92 fuel cell systems compared to 62 fuel cell systems during the three months ended June 30, 2007. In the three months ended June 30, 2008, we recognized $519,000 of revenue for products shipped or services rendered in the three months ended June 30, 2008 compared to $221,000 of revenue recognized in the three months ended June 30, 2007 for products shipped or services rendered in the three months ended June 30, 2007. Additionally, in the three months ended June 30, 2008 we recognized approximately $611,000 of product and services revenue originally deferred at December 31, 2007 whereas in the three months ended June 30, 2007 we recognized $455,000 of revenue originally deferred at December 31, 2006.

Product and service revenue for the six months ended June 30, 2008 increased $843,000 or 74% to $2.0 million from $1.1 million for the six months ended June 30, 2007. The increase is related to increased system shipments in 2008 and the revenue recognized on those shipments, partially offset by decreased revenue recognition for systems shipped prior to 2008. Additionally, we recognized approximately $374,000 and $68,000 of non-deferred revenue during the six months ended June 30, 2008 and 2007, respectively. This revenue represents revenue associated with replacement parts or services not covered by service agreements or other similar types of sales where the Company has no continuing obligation after the parts are shipped or services rendered.

In the product and service revenue category, during the six months ended June 30, 2008 we shipped 148 fuel cell systems compared to 103 fuel cell systems during the six months ended June 30, 2007. In the six months ended June 30, 2008, we recognized $680,000 of revenue for products shipped or services rendered in the six months ended June 30, 2008 compared to $289,000 of revenue recognized in the six months ended June 30, 2007 for products shipped or services rendered in the six months ended June 30, 2007. Additionally, in the six months ended June 30, 2008 we recognized approximately $1.3 million of product and services revenue originally deferred at December 31, 2007 whereas in the six months ended June 30, 2007 we recognized $849,000 of revenue originally deferred at December 31, 2006.

Research and development contract revenue. Research and development contract revenue primarily relates to cost reimbursement research and development contracts associated with the development of PEM fuel cell technology. We generally share in the cost of these programs with our cost-sharing percentages generally ranging from 20% to 71% of total project costs. Revenue from time and material contracts is recognized on the basis of hours expended plus other reimbursable contract costs incurred during the period. Revenue from fixed fee contracts is recognized on the basis of percentage of completion. We expect to continue certain research and development contract work that is directly related to our current product development efforts.

Research and development contract revenue for the three months ended June 30, 2008 increased to $3.7 million from $3.3 million in the three months ended June 30, 2007. The acquisitions of Cellex and General Hydrogen account for approximately $1.3 million of this increase. This increase was partially offset by a decline of nearly $1 million in contract revenue from our Latham facility. The decrease of contract revenue from our Latham facility is primarily related to the completion of contracts from prior years. In the research and development contract revenue category, during the three months ended June 30, 2008 we did not ship any fuel cell systems.

Research and development contract revenue for the six months ended June 30, 2008 increased to $6.6 million from $5.5 million in the six months ended June 30, 2007. The acquisitions of Cellex and General Hydrogen account for approximately $1.9 million of this increase. This increase was partially offset by a decline of about $813,000 in contract revenue from our Latham facility. The decrease of contract revenue from our Latham facility is primarily related to the completion of contracts from prior years. In the research and development contract revenue category, during the six months ended June 30, 2008 we shipped 5 GenSys ^R fuel cell systems.

Cost of product and service revenue. Cost of product and service revenue includes the direct material cost incurred in the manufacture of the products we sell as well as the labor and material costs incurred for product maintenance, replacement parts and service under our contractual obligations. These costs consist primarily of production materials and fees paid to outside suppliers for subcontracted components and services.

Cost of product and service revenue for the three months ended June 30, 2008 decreased approximately $1.6 million to $2.8 million compared to $4.4 million in the three months ended June 30, 2007. The increase related to the number of shipments noted above was more than offset by the $2.0 million charge for certain future expected service and warranty costs for existing units in the field recorded in the second quarter of 2007.

Cost of product and service revenue for the six months ended June 30, 2008 decreased approximately $1.6 million to $4.5 million compared to $6.1 million in the six months ended June 30, 2007. The increase related to the number of shipments noted above was more than offset by the $2.0 million charge for certain future expected service and warranty costs for existing units in the field recorded in the second half of 2007.

Cost of research and development contract revenue . Cost of research and development contract revenue includes costs associated with research and development contracts including: cash and non-cash compensation and benefits for engineering and related support staff, fees paid to outside suppliers for subcontracted components and services, fees paid to consultants for services provided, materials and supplies used and other directly allocable general overhead costs allocated to specific research and development contracts.

Cost of research and development contract revenue for the three months ended June 30, 2008 increased $1.0 million to $5.7 million from $4.7 million in the three months ended June 30, 2007. The acquisitions of Cellex and General Hydrogen contributed approximately $1.4 million of this increase which was partially offset by a slight decline in costs from our Latham facility. This decline in costs from our Latham facility is not as large as expected as we begin to transition from research type projects into commercialization projects which require a higher level of cost sharing by the Company.

Cost of research and development contract revenue for the six months ended June 30, 2008 increased $3.3 million to $10.7 million from $7.4 million in the six months ended June 30, 2007. The acquisitions of Cellex and General Hydrogen contributed approximately $2.0 million of this increase. The remainder of the increase, $1.3 million, was associated with increased cost share required on current projects as we focus on commercialization and transition out of research projects which require lower cost share.

Research and development expense. Research and development expense includes: materials to build development and prototype units, cash and non-cash compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to outside suppliers for subcontracted components and services, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development activities.

Research and development expense increased to $8.9 million for the three months ended June 30, 2008 from $8.8 million in the three months ended June 30, 2007. The acquisitions of Cellex and General Hydrogen contributed $1.7 million of additional research and development expense. This increase was partially offset by reductions in expense of the pre-acquisition business primarily related to our ability to receive increased third party funding to perform certain activities necessary to advance our understanding of various types of fuel cell systems consistent with our long-term goal of developing systems and applications. As a result of the receipt of funding for certain research and development programs, the related costs associated with these projects is included in cost of contract research and development revenue as described above.

Research and development expense increased to $18.9 million for the six months ended June 30, 2008 from $18.1 million in the six months ended June 30, 2007. The acquisitions of Cellex and General Hydrogen contributed $3.9 million of additional research and development expense. This increase was partially offset by reductions in expense of the pre-acquisition business primarily related to our ability to receive increased third party funding to perform certain activities necessary to advance our understanding of various types of fuel cell systems consistent with our long-term goal of developing systems and applications. As a result of the receipt of funding for certain research and development programs, the related costs associated with these projects is included in cost of contract research and development revenue as described above.

Selling, general and administrative expenses. Selling, general and administrative expenses includes cash and non-cash compensation, benefits and related costs in support of our general corporate functions, including general management, finance and accounting, human resources, selling and marketing, information technology and legal services.

Selling, general and administrative expenses increased $3.4 million to $8.4 million for the three months ended June 30, 2008, compared to $5.0 million for the three months ended June 30, 2007. Approximately $3.6 million of the increase is related to the June 10, 2008 restructuring plan of the Company, which was partially offset by other cost reduction efforts throughout the Company.

Selling, general and administrative expenses increased $5.9 million to $14.9 million for the six months ended June 30, 2008, compared to $9.0 million for the six months ended June 30, 2007. Approximately $2.8 million of the increase is related to the activities of the pre-acquisition business, which included approximately $3.0 million in charges related to the June 10, 2008 restructuring plan of the Company and other increased costs associated with retirement agreements and professional fees. The restructuring charges were partially offset by reduced headcount and cost savings initiatives. The total anticipated restructuring costs are $6.4 million and relate to personnel, contract cancellation and building lease related costs. The remaining $3.1 million of the increase is related to the acquisition of Cellex and General Hydrogen, which included $0.6 million in costs related to restructuring.

Amortization of intangible assets. Amortization of intangible assets represents the amortization associated with the Company's acquired identifiable intangible assets from Cellex and General Hydrogen, including acquired technology and customer relationships, which are being amortized over 8 years.

Amortization of intangible assets increased to $573,000 for the three months ended June 30, 2008, compared to $456,000 for the three months ended June 30, 2007. The increase is related to a full quarter worth of amortization of intangible assets during 2008 as compared to a partial quarter during 2007.

Amortization of intangible assets increased to $1.1 million for the six months ended June 30, 2008, compared to $456,000 for the six months ended June 30, 2007. The increase is related to a full half-year worth of amortization of intangible assets during 2008 as compared to a partial half-year during 2007.

Interest income and net realized gains/(losses) from available-for-sale securities. Interest income and net realized gains/(losses) from available-for-sale securities consists primarily of interest earned on our cash, cash equivalents and available-for-sale securities, as well as the net realized gain/loss from the sale of available-for-sale securities.

Interest income and net realized gains/(losses) from available-for-sale securities decreased to $657,000 for the three months ended June 30, 2008 from $2.6 million for the three months ended June 30, 2007. This decrease is primarily related to lower cash balances, coupled with lower yields on our investments. This was partially offset by total net realized gains from the sale of available-for-sale securities which resulted in a gain of $0 and $42,000 for the three months ended June 30, 2008 and 2007, respectively.

Interest income and net realized gains/(losses) from available-for-sale securities decreased to $2.8 million for the six months ended June 30, 2008 from $6.5 million for the six months ended June 30, 2007. This decrease is primarily related to lower cash balances, coupled with lower yields on our investments. This was partially offset by total net realized gains from the sale of available-for-sale securities which resulted in a gain of $392,000 and $96,000 for the six months ended June 30, 2008 and 2007, respectively.

Impairment loss on available-for-sale securities. Included in available-for-sale securities and working capital at June 30, 2008 was $58.3 million of auction rate debt securities. Due to the liquidity issues in the credit and capital markets, the market for auction rate securities began experiencing auction failures in February 2008 and there have been no successful auctions for the securities held in our portfolio since the failures began. The Company expects to hold these securities until there is a successful auction or the Company sells them in the open market. Securities similar to the auction rate securities held by the Company are currently trading at a discount on the open market.

Given the lack of liquidity in the market for auction rate securities, the Company concluded that the estimated fair value of these securities has become lower than the cost of these securities, and, based on an analysis of the other than temporary impairment factors, management has determined that this difference represents a decline in fair value that is other than temporary. Accordingly, the Company recorded an other than temporary impairment charge of $1.7 and $4.5 million, respectively in the three and six months ended June 30, 2008 in the condensed consolidated statements of operations.

Interest and other expenses. Interest and other expenses consists of interest on repayable government assistance amounts related to the activities of Cellex and General Hydrogen, and a foreign currency exchange loss.

Interest and other expenses for the three months ended June 30, 2008 was approximately $221,000, compared to $45,000 for the three months ended June 30, 2007. The increase is related to a full quarter of expenses during 2008 as compared to a partial quarter of expenses during 2007.

Interest and other expenses for the six months ended June 30, 2008 was approximately $327,000, compared to $45,000 for the six months ended June 30, 2007. The increase is related to a full half-year of expenses during 2008 as compared to a partial half-year of expenses during 2007.

Income taxes. We did not report a benefit for federal and state income taxes in the condensed consolidated financial statements for the three and six months ended June 30, 2008 and 2007 as the deferred tax asset generated from our net operating loss has been offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carry forward will not be realized.

Liquidity and Capital Resources

Our cash requirements depend on numerous factors, including completion of our product development activities, our ability to commercialize our on-site energy products, market acceptance of our systems and other factors. We expect to devote substantial capital resources to continue our development programs directed at commercializing our energy products for worldwide use, hiring and training our production staff, develop and expand our manufacturing capacity and continue expanding our production and our research and development activities. We expect to pursue the expansion of our operations through internal growth and strategic acquisitions and expect that such activities will be funded from existing cash, cash equivalents and available-for-sale securities, issuance of additional equity or debt securities or additional borrowings subject to market and other conditions. The failure to raise the funds necessary to finance our future cash requirements or consummate future acquisitions could adversely affect our ability to pursue our strategy and could negatively affect our operations in future periods. We anticipate incurring substantial additional losses over at least the next several years and believe that our current cash, cash equivalents and available-for-sale securities balances will provide sufficient liquidity to fund operations for at least the next twelve months.

Several key indicators of liquidity are summarized in the following table:

	Six		Six
	months		months	Year
	ended		ended	ended
	June 30,		June 30,	December 31,
(in tho us ands )	2008		2007	2007

Cash and cash equivalents at end of period	$ 24,643	$	28,207	$ 12,077
Available-for-sale securities at end of period	103,239		162,623	153,624
Working capital at end of period	124,684		192,894	163,906
Net loss	43,594		27,910	60,571
Net cash used in operating activities	31,884		25,390	49,311
Purchase of property, plant and equipment	1,109		1,178	2,944

Included in available-for-sale securities and working capital is $58.3 million, $48.8 million and $90.8 million of auction rate securities at June 30, 2008, June 30, 2007, and December 31, 2007, respectively. The auction rate securities are secured by student loans which are generally guaranteed by the Federal government. These auction rate securities are structured to be tendered at par, at the investor's option, at auctions occurring every 27-30 days. However, due to the liquidity issues in the credit and capital markets, the market for auction rate securities began experiencing auction failures in February 2008 and there have been no successful auctions for the securities held in our portfolio since the failures began. We continue to receive interest on these securities, subject to an interest rate cap formula for each security as periodically adjusted. At June 30, 2008 the interest rates ranged from 0% to 2.9% on the auction rate securities. The Company expects to hold the auction rate securities until there is a successful auction or the Company may sell these securities in the open market. Given the lack of liquidity in the market for auction rate securities, the estimated fair value of these auction rate securities have become lower than their cost and, based on an analysis of other than temporary impairment factors, management has determined that this difference represents a decline in value that is other than temporary. As such, the Company had a third party independent valuation performed during the second quarter of 2008 and have adjusted the securities to the calculated fair value. Accordingly, the Company recorded an other than temporary impairment charge of $4.5 million for the six months ended June 30, 2008 in the condensed consolidated statement of operations. A continuation or worsening of these market conditions could further negatively impact the Company's results of operations and could have a significant negative affect on the Company's liquidity.

We continue to monitor the market for auction rate securities and consider the impact, if any, on the fair value of our investment portfolio. If uncertainties in the credit and capital markets continue or these markets deteriorate further, we may be required to record additional impairments or unrealized losses, which could negatively affect our financial condition, liquidity and reported operating results. Further, in the event that we require access to cash and need to sell any of the affected securities, we may suffer additional losses on any such sale. Based on our current level of cash, cash equivalents and available-for-sale securities, we do not expect that the current lack of liquidity in the credit and capital markets will have a material adverse effect on our liquidity or our ability to fund our operations.

In May 2008, the Company filed a lawsuit against UBS Financial Services Inc. and UBS AG, the financial advisor that placed the Company in certain auction rate securities held in the Company's investment portfolio. The lawsuit seeks a return of the $62.8 million of Company funds UBS invested in auction rate securities in contravention to the Company's investment policy, among other damages.

Our cash requirements depend on numerous factors, including completion of our product development activities, ability to commercialize our fuel cell systems, market acceptance of our systems and other factors. We expect to pursue the expansion of our operations through internal growth and strategic acquisitions. As of June 30, 2008, we had cash and cash equivalents of $24.6 million, available-for-sale securities of $103.2 million and working capital of $124.7 million.

During the six months ended June 30, 2008, cash used for operating activities was $31.9 million, consisting primarily of a net loss of $43.6 million offset, in part, by non-cash expenses in the amount of $10.2 million, including $3.3 million for amortization and depreciation, $2.4 million for stock based compensation and a $4.5 million other than temporary impairment loss on available-for-sale securities. Cash provided by investing activities for the six months ended June 30, 2008 was $44.7 million, consisting of $45.8 million of maturities, net of purchases, of available-for-sale securities, offset by $1.1 million used to purchase property, plant and equipment. Cash used in financing activities was approximately $239,000.

We have financed our operations from inception through June 30, 2008 primarily from the sale of equity (including those related to stock-based compensation), which has provided cash in the amount of $635.9 million since inception. Also since inception, cumulative net cash used in operating activities has been $429.5 million, and cash used in investing activities has been $175.8 million, including our purchase of property, plant and equipment of $38.0 million, our net investments in available-for-sale securities in the amount of $107.7 million, and cash used for acquisitions of $19.3 million, net of cash received.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, equity investments, unbilled revenue, income taxes and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We refer to the policies and estimates set forth in the section "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007. There have been no material changes or modifications to the policies since December 31, 2007, other than the adoption of SFAS No. 157, "Fair Value Measurements," as discussed in Note 3 to the unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

In December 2007, the FASB's Emerging Issues Task Force (EITF) issued EITF No. 07-01, "Accounting for Collaborative

ITEM 3-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We invest our excess cash in government, government backed and interest-bearing investment-grade securities that we generally hold for the duration of the term of the respective instrument. We do not utilize derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments, positions or transactions in any material fashion. Accordingly, we believe that, while the investment-grade securities we hold are subject to changes in the financial standing of the issuer of such securities, we are not subject to any material risks arising from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices or other market changes that affect market risk sensitive instruments.

The auction rate securities we hold are secured by student loan debt securities issued by various states, in the United States, or state agencies. The Federal government guarantees $56.7 million of these student loan debt securities. These auction rate securities are structured to be tendered at par, at the investor's option, at auctions occurring every 27-30 days. The auctions that occurred in January of 2008 were successful. However, due to the liquidity issues in the credit and capital markets, the market for auction rate securities began experiencing auction failures in February 2008 and there have been no successful auctions for the securities held in our portfolio since the failures began. We will continue to receive interest on these securities, subject to an interest rate cap for each security, until there is a successful auction or we sell the securities in the open market.

The valuation of these auction rate securities is an estimate based upon factors specific to these securities, including duration, tax status (taxable or tax-exempt), credit quality, the existence of insurance wraps, and the composition of the underlying student loans (FFELP or private loans). Assumptions are made about future cash flows based upon interest rate formulas. Also, the valuation includes estimates of observable market data including yields or spreads of similar trading instruments, when available, or assumptions believed to be reasonable on non-observable inputs such as likelihood of redemption. The valuations of each individual security are estimates as of the reporting date. Actual transactions involving these securities and/or future valuations could differ from the estimated fair value at June 30, 2008.

A portion of the Company's total revenue was attributable to our operations in Canada. Our exposure to changes in foreign currency rates primarily arises from short-term inter-company transactions with our Canadian subsidiaries and from client receivables in different currencies. Foreign sales are mostly made by our Canadian subsidiaries in their respective countries and are typically denominated in Canadian dollars. Our foreign subsidiaries incur most of their expenses in their local currency as well, which helps minimize our risk of exchange rate fluctuations. Accordingly, the Company's financial results are affected by risks such as currency fluctuations, particularly between the U.S. dollar and the Canadian dollar. As exchange rates vary, the Company's results can be materially affected.

In addition, the Company may source inventory among its worldwide operations. This practice can give rise to foreign exchange risk resulting from the varying cost of inventory to the receiving location as well as from the revaluation of intercompany balances. The Company mitigates this risk through local sourcing efforts.

ITEM 4-CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Securities and Exchange Act of 1934, our management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation as of the end of the period covered by this report, of the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in internal controls over financial reporting

As required by Rule 13a-15(d) under the Securities Exchange Act of 1934, our management, including the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of the Company's internal control over financial reporting to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Based on that evaluation, there has been no such change during the period covered by this report.

PART II-OTHER INFORMATION

ITEM 1-LEGAL PROCEEDINGS

ITEM 1A-RISK FACTORS

The following risk factors are in addition to those included in our Annual Report on Form 10-K filed for the year ended December 31,

2007:

If we do not realize the expected benefits from our restructuring plans, our business prospects may suffer and our operating results and financial condition would be adversely affected.

On June 10, 2008, the Company adopted a restructuring plan to become a market and sales driven organization. If we are unable to realize the benefits from our restructuring plan, our business prospects may suffer and our operating results and financial condition would be adversely affected.

Our financial results could be negatively impacted by impairments of goodwill or other intangible assets required by SFAS 142 and the application of future accounting policies or interpretations of existing accounting policies.

In accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets referred to as "SFAS 142," we perform an annual assessment on goodwill and other intangible assets for impairment and also an assessment if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below it's carrying amount. A downward revision in the fair value of one of our acquired businesses could result in impairments of goodwill under SFAS 142 and non-cash charges. Any charge resulting from the application of SFAS 142 could have a significant negative effect on our reported net loss. In addition, our financial results could be negatively impacted by the application of existing and future accounting policies or interpretations of existing accounting policies, any continuing impact of SFAS 142 or any negative impact relating to the application of Statement of Financial Accounting Standards No. 144, Accounting for the Improvement and Disposal of Long-Lived Assets .

ITEM 2-UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six months ended June 30, 2008, we issued 151,145 shares of our common stock in connection with matching contributions under our 401(k) Savings & Retirement Plan. The issuance of these shares is exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended.

ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's Annual Meeting of Stockholders ("Annual Meeting") held on May 21, 2008, our stockholders approved the following:

(1)	To elect the following directors as Class III Directors, each to hold office until the Company's 2011 annual meeting of stockholders and until such director's successor is duly elected and qualified:

		Against/		Broker
Nominee	For	Withheld	Abstain	NonVotes

Larry G. Garberding	60,901,878	3,379,308	-	-
Peter Woicke	60,910,008	3,371,178	-	-
(2) The ratification of KPMG LLP as the Company's independent registered public accounting firm for 2008:
		Against/		Broker
Independent Auditors	For	Withheld	Abstain	NonVotes

KPMG LLP	62,454,236	1,639,770	187,178	-

ITEM 6-EXHIBITS

3.1 Amended and Restated Certificate of Incorporation of Plug Power Inc. (1)

3.2 Certificate of Designations of Class B Capital Stock, a series of preferred stock, of Plug Power Inc. (2) 3.3 Amended and restated By-laws of Plug Power Inc. (2) 3.4 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Plug Power Inc. (3)

10.1	Executive Employment Agreement, dated as of May 5, 2008, by and between Gerard L. Conway, Jr. and Plug Power Inc. (4)

10.2	Executive Employment Agreement, dated as of May 5, 2008, by and between Mark A. Sperry and Plug Power Inc. (4)

31.1		and 31.2		Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (4)
32.1		and 32.2		Certifications pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (4)

(1)	Incorporated by reference to the Company's Form 10-K for the period ending December 31, 1999

(2)	Incorporated by reference to the Company's current Report on Form 8-K dated June 29, 2006

(3)	Incorporated by reference to the Company's Form 10-K for the period ending December 31, 2000

(4)	Furnished herewith

Signatures

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

Date: August 7, 2008	PLUG POWER INC.

	by:	/s/ Andrew Marsh

		Andrew Marsh
		Chief Executive Officer

	by:	/s/ Gerald A. Anderson

		Gerald A. Anderson
		Chief Financial Officer

EXHIBIT 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is made as of the 5 ^th day of May, 2008, between Plug Power Inc., a Delaware corporation (the "Company"), and Gerard L. Conway, Jr. (the "Executive").

WHEREAS, the Executive and the Company are parties to an Executive Severance Agreement dated January 11, 2006 and amended June 29, 2006 (as amended, the "Executive Severance Agreement"); and

WHEREAS, the parties wish to terminate the Executive Severance Agreement and replace it with this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment . The term of this Agreement shall extend from May 5, 2008 (the

"Commencement Date") until the first anniversary of the Commencement Date; provided, however, that the term of this Agreement shall automatically be extended for one additional year on the anniversary of the Commencement Date and on each anniversary thereafter unless, not less than 90 days prior to each such date, either party shall have given notice to the other that it does not wish to extend this Agreement; provided, further, that if a Change in Control occurs during the original or extended term of this Agreement, the term of this Agreement shall continue in effect for a period of not less than 12 months beyond the month in which the Change in Control occurred. The term of this Agreement shall also terminate upon any Date of

Termination (as defined in Section 4) and may be referred to herein as the "Term."

2. Position and Duties . During the Term, the Executive shall serve as the General

Counsel, Corporate Secretary and Vice President of Government Relations of the Company, and shall have supervision and control over and responsibility for the day-to-day business and affairs of the Company and shall have such other powers and duties as may from time to time be prescribed by the Chairman of the Board of Directors of the Company (the "Board"), the Chief Executive Officer of the Company (the "CEO") or other authorized executive, provided that such duties are consistent with the Executive's position or other positions that he may hold from time to time. The Executive shall devote his full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board, or engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Board and do not materially interfere with the Executive's performance of his duties to the Company as provided in this Agreement.

3.	Compensation and Related Matters .

	(a) Base Salary . The Executive's initial annual base salary shall be

$200,000.32 . The Executive's base salary shall be redetermined annually by the Compensation Committee of the Board. The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in substantially equal weekly installments.

(b) Incentive Compensation . The Executive shall be eligible to receive cash incentive compensation as determined by Compensation Committee of the Board from time to time.

(c) Expenses . The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him in performing services hereunder during the Term, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers.

(d) Other Benefits . During the Term, the Executive shall be entitled to continue to participate in or receive benefits under all of the Company's Employee Benefit Plans in effect on the date hereof, or under plans or arrangements that provide the Executive with benefits at least substantially equivalent to those provided under such Employee Benefit Plans. As used herein, the term "Employee Benefit Plans" includes, without limitation, each pension and retirement plan; supplemental pension, retirement and deferred compensation plan; savings and profit-sharing plan; stock ownership plan; stock purchase plan; stock option plan; life insurance plan; medical insurance plan; disability plan; and health and accident plan or arrangement established and maintained by the Company on the date hereof for employees of the same status within the hierarchy of the Company. During the Term, the Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement which may, in the future, be made available by the Company to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement. Any payments or benefits payable to the Executive under a plan or arrangement referred to in this Section 3(d) in respect of any calendar year during which the Executive is employed by the Company for less than the whole of such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which he is so employed. Should any such payments or benefits accrue on a fiscal (rather than calendar) year, then the proration in the preceding sentence shall be on the basis of a fiscal year rather than calendar year.

(e) Vacations . The Executive shall be entitled to 160 hours paid vacation time in each calendar year, which shall be accrued ratably during the calendar year. The Executive shall also be entitled to all paid holidays given by the Company to its executives.

4. Termination . The Executive's employment hereunder may be terminated without any breach of this Agreement under the following circumstances:

(a) Death . The Executive's employment hereunder shall terminate upon his

death.

(b) Disability . The Company may terminate the Executive's employment if he is disabled and unable to perform the essential functions of the Executive's then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive's then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive's guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company's determination of such issue shall be binding on the Executive. Nothing in this Section 4(b) shall be construed to waive the Executive's rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. 2601 et seq . and the Americans with Disabilities Act, 42 U.S.C. 12101 et seq.

(c) Termination by Company for Cause . At any time during the Term, the Company may terminate the Executive's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean: (i) a willful act of dishonesty by the Executive with respect to any matter involving the Company or any subsidiary or affiliate, or (ii) conviction of the Executive of a crime involving moral turpitude, (iii) the failure to perform to the reasonable satisfaction of the Board a substantial portion of the Executive's duties and responsibilities assigned or delegated under this Agreement (other than any such failure after the Executive gives notice of termination for "Good Reason"), which failure continues, in the reasonable judgment of the Board, after written notice given to the Executive by the Board. For purposes of clause (i) hereof, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive without reasonable belief that the Executive's act, or failure to act, was in the best interests of the Company and its subsidiaries and affiliates.

(d) Termination Without Cause . At any time during the Term, the Company may terminate the Executive's employment hereunder without Cause. Any termination by the Company of the Executive's employment under this Agreement which does not constitute a termination for Cause under Section 4(c) or result from the death or disability of the Executive under Section 4(a) or (b) shall be deemed a termination without Cause.

(e) Termination by the Executive . At any time during the Term, the Executive may terminate his employment hereunder for any reason, including but not limited to Good Reason from and after a Change in Control (as defined in Section 6(c)). If the Executive provides notice to the Company under Section 1 that he elects to discontinue the extensions, such action shall be deemed a voluntary termination by the Executive and one without Good Reason. For purposes of this Agreement, "Good Reason" shall mean that the Executive has complied with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive's responsibilities, authority or duties; (ii) a material diminution in the Executive's Base Salary; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the

(f) material breach of this Agreement by the Company. "Good Reason Process" shall mean that (i) the Executive reasonably determines in good faith that a "Good Reason" condition has occurred; (ii) the Executive notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of the occurrence of such condition; (iii) the Executive cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice (the "Cure Period"), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(g) Notice of Termination . Except for termination as specified in Section 4(a), any termination of the Executive's employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

(h) Date of Termination . "Date of Termination" shall mean: (i) if the Executive's employment is terminated by his death, the date of his death; (ii) if the Executive's employment is terminated by the Company for Cause under Section 4(c), the date on which Notice of Termination is given; (iii) if the Executive's employment is terminated by the Company under Section 4(b) or 4(d), 30 days after the date on which a Notice of Termination is given; (iv) if the Executive's employment is terminated by the Executive under Section 4(e) without Good Reason, 30 days after the date on which a Notice of Termination is given, and (v) if the Executive's employment is terminated by the Executive under Section 4(e) with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

5.	Compensation Upon Termination .

	(a) Termination Generally . If the Executive's employment with the Company

is terminated for any reason during the Term, the Company shall pay or provide to the Executive (or to his authorized representative or estate) any earned but unpaid base salary, incentive compensation earned but not yet paid, unpaid expense reimbursements, accrued but unused vacation and any vested benefits the Executive may have under the Company's Employee Benefit Plans through the Date of Termination (the "Accrued Benefit"). The Executive shall not be entitled to receive any other termination payments or benefits from the Company except as specifically provided in Section 5(b) or Section 6.

(b) Termination by the Company Without Cause . If the Executive's employment is terminated by the Company without Cause as provided in Section 4(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If (i) the Executive's employment is terminated by the Company without Cause as provided in Section 4(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the "Release") within 21 days of the receipt of the Release and does not revoke such Release during the seven-day revocation period, and (iii) the Executive complies with the

Employee Patent, Confidential Information and Non-Compete Agreement dated July 31, 2000 between the Executive and the Company (the "Confidentiality Agreement"),

(A) The Company shall pay the Executive an amount equal to the sum of 1.0 times the Executive's Base Salary. Such amount shall be paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, if later.

(B) As of the Date of Termination, all vested stock options held by the Executive shall be exercisable for twelve (12) months following the Date of Termination; and any unvested stock options, restricted stock or other stock-based equity award will be immediately forfeited upon the Date of Termination.

(C) Subject to the Executive's copayment of premium amounts at the active employees' rate, the Executive may continue to participate in the Company's group health, dental, vision and life insurance program for twelve (12) months following the Date of Termination , and the Company shall provide continuation of health benefits after this 12-month period pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), such benefits to be determined as though the Executive's employment had terminated at the end of such 12-month period.

6. Change in Control Payment . The provisions of this Section 6 set forth certain terms regarding the Executive's rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive's continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 5(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control, provided that such first event occurs during the Term. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control.

(a) Change in Control . If (i) within 12 months after a Change in Control, the Executive's employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), (ii) the Executive signs the Release within 21 days of the receipt of the Release and does not revoke the Release during the seven-day revocation period, and (iii) the Executive complies with the Confidentiality Agreement, then

(A) The Company shall pay to the Executive an amount equal to the sum of (i) the Executive's average annual base salary over the three (3) fiscal years immediately prior to the Termination Date (or the Executive's annual base salary in effect immediately prior to the Change in Control, if higher) and (ii) the Executive's average annual bonus over the three (3) fiscal years immediately prior to the Change in Control (or the Executive's annual bonus for the last fiscal year immediately prior to the Change in Control, if higher. Such amount shall be

paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, if later.

(B) Notwithstanding the terms of any award agreement governing such stock options with respect to termination of employment, the Executive shall continue to vest in Executive's options, in accordance with the governing stock options and all of the terms of those plans shall continue to be in effect, as though Executive had remained an active employee, for twelve (12) months.

(C) The Company shall, regardless of whether the Company is unable to utilize Company-related benefit plans, continue to provide to the Executive certain benefits, including, without limitation, health, dental and life insurance on the same terms and conditions as though the Executive had remained an active employee, for twelve (12) months.

(D) The Company shall provide COBRA benefits to the Executive following the end of the period referred to in Section 6(a)(C) above, such benefits to be determined as though the Executive's employment had terminated at the end of such period.

(E) The Company shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation.

(b)	Additional Limitation .

	(i) Anything in this Agreement to the contrary notwithstanding, in the

event that any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Severance Payments"), would be subject to the excise tax imposed by Section 4999 of the Code, the following provisions shall apply:

(A) If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement.

(B) If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the benefits payable under this Agreement shall be

reduced (but not below zero) to the extent necessary so that the maximum Severance Payments shall not exceed the Threshold Amount.

(ii) For the purposes of this Section 6(b), "Threshold Amount" shall mean three times the Executive's "base amount" within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and "Excise Tax" shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive with respect to such excise tax.

(iii) The determination as to which of the alternative provisions of Section 6(b)(i) shall apply to the Executive shall be made by a nationally recognized accounting firm selected by the Company (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. For purposes of determining which of the alternative provisions of Section 6(b)(i) shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive's residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

"Change in Control" shall be deemed to have occurred in any one of the following

events:

(i) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (other than the Company, any of its subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries, or, Smart Hydrogen Inc., a BVI Business Company ("Smart Hydrogen"), and any Permitted Transferee (as defined in the Company's Certificate of Designations of Class B Capital Stock filed with the Delaware Secretary of State and as may be amended from time to time (the "Class B Certificate of Designations")), together with all Affiliates and Associates (as such terms are hereinafter defined) of such person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 25 percent or more of the then outstanding shares of common stock of the Company (the "Stock") (other than as a result of an acquisition of securities directly from the Company); or

(ii) persons who, as of the effective date of this Agreement (the "Effective Date"), constitute the Company's Board of Directors (the "Incumbent

Directors") cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person's election was approved by or such person was nominated for election by either (i) a vote of at least a majority of the Incumbent Directors, (ii) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors, or (iii) in the case of a Class B director, the holders of the Company's Class B Capital Stock in accordance with the Class B Certificate of Designations; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(iii) Upon (A) the consummation of any consolidation or merger of the Company where the shareholders of the Company, immediately prior to the consolidation or merger, did not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (B) the consummation of any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or (C) the completion of a liquidation or dissolution that has been approved by the stockholders of the Company; or

(iv) Smart Hydrogen or any Permitted Transferee (as defined in the Class B Certificate of Designations), together with all Affiliates and Associates (as such terms are hereinafter defined) of such person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 50 percent or more of the then outstanding Stock (other than as a result of an acquisition of securities directly from the Company).

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred for purposes of the foregoing clauses (i) or (iv) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Stock outstanding, increases the proportionate number of shares of Stock beneficially owned by any person to 25 percent or more (or 50 percent or more in the case of clause (iv)) of the shares of Stock then outstanding; provided, however, that if any such person shall at any time following such acquisition of securities by the Company become the beneficial owner of any additional shares of Stock (other than pursuant to a stock split, stock dividend, or similar transaction) and such person immediately thereafter is the beneficial owner of 25 percent or more (or 50 percent or more in the case of clause (iv)) of the shares of Stock then outstanding, then a "Change in Control" shall be deemed to have occurred for purposes of the foregoing clause (i) or (iv), as applicable.

7.	Section 409A .

	(a) Anything in this Agreement to the contrary notwithstanding, if at the time

of the Executive's "separation from service" within the meaning of Section 409A of the Code, the Company determines that the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, and to the extent any payment or benefit that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable and no such benefit shall be provided prior to the date that is the earlier of (A) six months and one day after the Executive's separation from service, or (B) the Executive's death.

(b) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(c) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

8.	Covenants .

	(a) Litigation and Regulatory Cooperation . During and after the Term, the

Executive shall cooperate fully with the Company and all of its subsidiaries and affiliates (including its and their outside counsel) in connection with the contemplation, prosecution and defense of all phases of existing, past and future claims or actions which relate to events or occurrences that transpired while the Executive was employed by the Company. The

Executive's full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Term, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any pre-approved reasonable business travel expenses that are incurred in connection with the Executive's performance of obligations pursuant to this Section 8(a) after receipt of appropriate documentation consistent with the Company's business expense reimbursement policy.

(b) Disparagement . During and after the Term, the Executive agrees not to make any disparaging statements concerning the Company or any of its subsidiaries, affiliates or current or former officers, directors, shareholders, employees or agents ("Company Parties").

The Executive further agrees not to take any actions or conduct himself in any way that would reasonably be expected to affect adversely the reputation or good will of the Company or any of the Company Parties. The Executive further agrees that he shall not voluntarily provide information to or otherwise cooperate with any individual or entity that is contemplating or pursuing litigation against any of the Company Parties or that is undertaking any investigation or review of any of the Company Parties' activities or practices; provided, however, that the Executive may participate in or otherwise assist in any investigation or inquiry conducted by the EEOC or the New York Division of Human Rights. These nondisparagement obligations shall not in any way affect the Executive's obligation to testify truthfully in any legal proceeding.

(c) Return of Property . As soon as possible in connection with any termination of the Executive's employment under this Agreement, the Executive shall return to the Company all Company property, including, without limitation, computer equipment, software, keys and access cards, credit cards, files and any documents (including computerized data and any copies made of computer data or software) containing information concerning the Company, its business or its business relationships (in the latter two cases, actual or prospective). The Executive shall also commit to deleting and finally purging any duplicates of files or documents that may contain Company information from any computer or other device that remains his property after any Date of Termination.

(d) Injunction . The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by the Executive of his obligations under this Section 8, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, subject to Section 9 of this Agreement, the Executive agrees that if the Executive breaches, or proposes to breach, any provision of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.

9. Settlement and Arbitration of Disputes . Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled exclusively by arbitration in accordance with the laws of the State of New York by three arbitrators, one of whom shall be appointed by the Company, one by the Executive and the third by the first two arbitrators. If the first two arbitrators cannot agree on the appointment of a third arbitrator, then the third arbitrator shall be appointed by the American Arbitration Association in the City of Albany. Such arbitration shall be conducted in the City of Albany in accordance with the Employment Dispute Resolutions Rules of the American Arbitration Association, except with respect to the selection of arbitrators which shall be as provided in this Section 9. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. This Section 9 shall be specifically enforceable. Notwithstanding the foregoing, this Section 9 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 9.

10. Consent to Jurisdiction . To the extent that any court action is permitted consistent with or to enforce Section 9 of this Agreement, the parties hereby consent to the jurisdiction of the Supreme Courts of New York State and the United States District Court for the Northern

District of New York. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

11. Integration . This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, except the Confidentiality Agreement, which remains in full force and effect. The Severance Agreement and the Executive Severance Agreement have been terminated and are no longer in effect.

12. Withholding . All payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

13. Successor to the Executive . This Agreement shall inure to the benefit of and be enforceable by the Executive's personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive's death after his termination of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to his death (or to his estate, if the Executive fails to make such designation).

14. Enforceability . If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

15. Waiver . No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16. Notices . Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board.

17. Effect on Other Plans . Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company's benefit plans, programs or policies except (a) as otherwise provided herein, and (b) that the Executive shall have no rights to any severance or similar benefits under any severance pay plan, policy or practice.

18. Amendment . This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

19. Governing Law . This is a New York contract and shall be construed under and be governed in all respects by the laws of the State of New York, without giving effect to the conflict of laws principles of such State. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Second Circuit.

20. Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

21. Successor to Company . The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall constitute Good Reason if the Executive elects to terminate employment.

22. Gender Neutral . Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise.

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.

PLUG POWER INC.

By: /s/ Andrew Marsh
Name: Andrew Marsh
Title: CEO and President

EXECUTIVE

/s/ Gerard L. Conway, Jr.
Gerard L. Conway, Jr.

EXHIBIT 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is made as of the 5 ^th day of May, 2008, between Plug Power Inc., a Delaware corporation (the "Company"), and Mark A. Sperry (the "Executive").

WHEREAS, the Executive and the Company are parties to an Executive Severance Agreement dated August 29, 2002 and amended June 29, 2006 (as amended, the "Executive Severance Agreement"); and

WHEREAS, the parties wish to terminate the Executive Severance Agreement and replace it with this Agreement;

1. Employment . The term of this Agreement shall extend from May 5, 2008 (the

Termination (as defined in Section 4) and may be referred to herein as the "Term."

2. Position and Duties . During the Term, the Executive shall serve as the Vice President and General Manager of Continuous Power Division of the Company, and shall have supervision and control over and responsibility for the day-to-day business and affairs of the Company and shall have such other powers and duties as may from time to time be prescribed by the Chairman of the Board of Directors of the Company (the "Board"), the Chief Executive Officer of the Company (the "CEO") or other authorized executive, provided that such duties are consistent with the Executive's position or other positions that he may hold from time to time. The Executive shall devote his full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board, or engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Board and do not materially interfere with the Executive's performance of his duties to the Company as provided in this Agreement.

3.	Compensation and Related Matters .

	(a) Base Salary . The Executive's initial annual base salary shall be

$258,000.08 . The Executive's base salary shall be redetermined annually by the Compensation Committee of the Board. The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in substantially equal weekly installments.

(b) Incentive Compensation . The Executive shall be eligible to receive cash incentive compensation as determined by Compensation Committee of the Board from time to time.

4. Termination . The Executive's employment hereunder may be terminated without any breach of this Agreement under the following circumstances:

(a) Death . The Executive's employment hereunder shall terminate upon his

death.

material breach of this Agreement by the Company. "Good Reason Process" shall mean that (i) the Executive reasonably determines in good faith that a "Good Reason" condition has occurred; (ii) the Executive notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of the occurrence of such condition; (iii) the Executive cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice (the "Cure Period"), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(f) Notice of Termination . Except for termination as specified in Section 4(a), any termination of the Executive's employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

(g) Date of Termination . "Date of Termination" shall mean: (i) if the Executive's employment is terminated by his death, the date of his death; (ii) if the Executive's employment is terminated by the Company for Cause under Section 4(c), the date on which Notice of Termination is given; (iii) if the Executive's employment is terminated by the Company under Section 4(b) or 4(d), 30 days after the date on which a Notice of Termination is given; (iv) if the Executive's employment is terminated by the Executive under Section 4(e) without Good Reason, 30 days after the date on which a Notice of Termination is given, and (v) if the Executive's employment is terminated by the Executive under Section 4(e) with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

5.	Compensation Upon Termination .

	(a) Termination Generally . If the Executive's employment with the Company

Employee Patent, Confidential Information and Non-Compete Agreement dated May 1, 2000 between the Executive and the Company (the "Confidentiality Agreement"),

paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, if later.

(b)	Additional Limitation .

	(i) Anything in this Agreement to the contrary notwithstanding, in the

reduced (but not below zero) to the extent necessary so that the maximum Severance Payments shall not exceed the Threshold Amount.

"Change in Control" shall be deemed to have occurred in any one of the following

events:

(ii) persons who, as of the effective date of this Agreement (the "Effective Date"), constitute the Company's Board of Directors (the "Incumbent

7.	Section 409A .

	(a) Anything in this Agreement to the contrary notwithstanding, if at the time

8.	Covenants .

	(a) Litigation and Regulatory Cooperation . During and after the Term, the

12. Withholding . All payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

18. Amendment . This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

22. Gender Neutral . Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise.

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.

PLUG POWER INC.

By: /s/ Andrew Marsh
Name: Andrew Marsh
Title: CEO and President

EXECUTIVE

/s/ Mark A. Sperry
Mark A. Sperry

Exhibit 31.1

I, Andrew Marsh, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Plug Power Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 7, 2008

by:		/s/ Andrew Marsh

		Andrew Marsh
		Chief Executive Officer

Exhibit 31.2

I, Gerald A. Anderson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Plug Power Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: August 7, 2008

by:		/s/ Gerald A. Anderson

		Gerald A. Anderson
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Plug Power Inc. (the "Company") on Form 10-Q for the period ending June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andrew Marsh, Chief Executive Officer of the Company, certify, solely pursuant to 18 U.S.C.

1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the

Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

This certification is being furnished and not filed, and shall not be incorporated into any documents for any other purpose, under the Securities Exchange Act of 1934 or the Securities Act of 1933.

/s/ Andrew Marsh
Andrew Marsh
Chief Executive Officer

August 7, 2008

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Plug Power Inc. (the "Company") on Form 10-Q for the period ending June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald A. Anderson, Chief Financial Officer of the Company, certify, solely pursuant to 18

U.	S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the

Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

This certification is being furnished and not filed, and shall not be incorporated into any documents for any other purpose, under the Securities Exchange Act of 1934 or the Securities Act of 1933.

/s/ Gerald A. Anderson
Gerald A. Anderson
Chief Financial Officer

August 7, 2008