PLUG POWER INC

Director and Officer Trading Arrangements

On December 16, 2025, George C. McNamee, Chairman of the Company’s Board of Directors, adopted a new stock trading plan established pursuant to Rule 10b5-1 of the Exchange Act (the “New Plan”), which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), and which provides for the sale of up to 188,964 shares of the Company’s common stock upon thelater of 1) March 17, 2026; or 2) the earlier of the third business day following the disclosure of the Company’s Annual Report on Form 10-K for the completed fiscal quarter in which the plan was adopted; or April 16, 2026. The New Plan was adopted during an open insider trading window.

Non-Executive Chairman and Transitional Consultant

On March 2, 2026, upon the filing of the Annual Report on Form 10-K, Andrew J. Marsh ceased serving as Chief Executive Officer of the Company and resigned from all officer positions and management roles with the Company and its subsidiaries in connection with the Company’s previously announced leadership succession plan. Mr. Marsh’s retirement was a planned transition and was not the result of any disagreement with the Company regarding its operations, policies or practices.

Mr. Marsh continues to serve as a member of the Company’s Board of Directors and effective March 2, 2026, was appointed non-executive Chairman of the Board. On March 2, 2026, the Company entered into a Non-Executive Chairman Agreement with Mr. Marsh (the “Chairman Agreement”). Pursuant to the Chairman Agreement, Mr. Marsh will serve as non-executive Chairman for an initial two-year term, subject to extension by mutual agreement.

During the term, Mr. Marsh will receive (i) an annual cash retainer of $200,000, payable quarterly in arrears, (ii) a one-time non-qualified stock option award granted on the effective date that vests in full on the one-year anniversary of grant and (iii) an annual equity award with a grant date value of $225,000, consisting of 50% non-qualified stock options and 50% restricted common stock, each vesting in full on the first anniversary of grant, subject to continued service. All outstanding equity awards granted pursuant to the Chairman Agreement will become fully vested upon a Sale Event (as defined in the Company’s 2021 Stock Option and Incentive Plan, as amended (the “2021 Plan”)).

The Chairman Agreement also provides for a lump-sum payment equal to twelve (12) months of the Company’s share of group health premiums in effect on the effective date or, at the Company's election, in equal monthly installments over the twelve-month period.

The Chairman Agreement supersedes Mr. Marsh’s prior employment agreement, and all compensation, severance, bonus, change-in-control, benefits and other employment-related provisions thereunder were terminated effective March 2, 2026, except to the extent previously accrued and unpaid.

On March 2, 2026, the Company also entered into a Transitional Consulting Agreement with Mr. Marsh (the “Consulting Agreement”), pursuant to which Mr. Marsh will provide transitional consulting services for an initial two-year term and will receive consulting fees of $155,000 per quarter, payable in arrears. In addition, subject to Board approval, Mr. Marsh will receive quarterly non-qualified stock option awards with a grant date fair value of $150,000 per quarter, vesting in accordance with the Company’s standard vesting schedule for non-employee service providers, subject to an aggregate annual cap of $600,000, and all such quarterly awards will become fully vested upon a Sale Event (as defined in the 2021 Plan).

Pursuant to the Chairman Agreement and the Transitional Consulting Agreement, all outstanding equity awards held by Mr. Marsh as of March 2, 2026 will continue to be governed by and vest in accordance with the 2021 Plan subject to his continued Service Relationship (as defined in the 2021 Plan).

The foregoing descriptions of the Chairman Agreement and Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2 to this Annual Report on Form 10-K and incorporated herein by reference.

New Compensatory Arrangements with Certain Executive Officers

On March 2, 2026, the Company entered into new Executive Employment Agreements (each, an “Employment Agreement”) with Jose Luis Crespo, Paul B. Middleton, Dean Fullerton and Gerard L. Conway, Jr. (collectively, the “Executives”). Each Employment Agreement is effective as of March 2, 2026.

As previously disclosed in the Company’s Current Report on Form 8-K filed on October 7, 2025, Jose Luis Crespo will succeed Andrew J. Marsh as the Company’s Chief Executive Officer, effective on March 2, 2026. Mr. Crespo currently serves as President of the Company and, under his Employment Agreement, will serve as Chief Executive Officer and President. Mr. Middleton, Mr. Fullerton and Mr. Conway will continue to serve as Chief Financial Officer, Chief Operating Officer and Chief Legal Officer, respectively.

Pursuant to the Employment Agreements, the Executives will receive the following initial annual base salaries: Mr. Crespo: $700,000; Mr. Middleton: $600,000; Mr. Fullerton: $570,000; and Mr. Conway: $525,000. Each Executive’s base salary will be reviewed annually by the Compensation Committee of the Board (the “Compensation Committee”).

Each Executive will be eligible to receive an annual cash bonus, as determined by the Compensation Committee. The initial target annual bonus opportunity for each Executive is 100% of base salary.

Each Executive will be eligible to receive annual equity awards as determined by the Compensation Committee.

In addition, Mr. Middleton’s Employment Agreement provides that, no later than June 30 of each calendar year, he will receive an annual equity grant under the 2021 Plan with a grant date value of $2,000,000, comprised of 50% non-qualified stock options and 50% restricted stock.

If an Executive's employment is terminated by the Company without "Cause" (as defined in the applicable Employment Agreement), or in the case of Mr. Middleton, if he voluntarily resigns after April 30, 2029, or in the case of Mr. Conway, if he voluntarily resigns after June 30, 2028, subject to execution and effectiveness of a release of claims and continued compliance with restrictive covenants:

Severance payments are generally payable over 12 months (except COBRA-related payments, which are paid in a lump sum), subject to Section 409A timing rules.

If, within 12 months following a “Change in Control” (as defined in the applicable Employment Agreement), the Executive is terminated without Cause or resigns for “Good Reason” (as defined in the applicable Employment Agreement), subject to execution and effectiveness of a release of claims and continued compliance with restrictive covenants, each Executive is entitled to: (i) a lump sum payment equal to: (A) 100% of average base salary over the prior three fiscal years (or current base salary, if higher), plus (B) 100% of average annual bonus over the prior three fiscal years (or most recent bonus, if higher); (ii) full acceleration of time-based equity awards; (iii) 24-month post-termination option exercise period; and (iv) COBRA premium equivalent payment for 12 months.

Change in Control payments are subject to a Section 280G “best net” cutback provision.

The Employment Agreements contain customary terms and conditions, including provisions relating to confidentiality, non-solicitation, non-disparagement and cooperation, and acknowledgments regarding the applicability of the Company’s clawback policies.

The foregoing descriptions of the Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Employment Agreements, which are filed as Exhibits 10.3 through 10.6 to this Annual Report on Form 10-K and incorporated herein by reference.

New Indemnification Agreements

On March 2, 2026, the Company entered into new forms of indemnification agreement with each of its directors and executive officers (the “Indemnification Agreements”). The Company entered into the Indemnification Agreements to modernize and clarify its indemnification framework in light of recent legal and regulatory developments and to provide contractual protections that support the continued attraction and retention of qualified directors and executive officers.

The Indemnification Agreements provide that the Company will indemnify each indemnitee to the fullest extent permitted by Delaware law against liabilities and expenses incurred in connection with any proceeding arising by reason of the indemnitee’s service as a director or officer of the Company or, at the Company’s request, as a director, trustee, officer, manager, partner, employee or agent of another entity.

The Indemnification Agreements provide for mandatory advancement of expenses incurred in connection with any such proceeding, subject to the indemnitee’s undertaking to repay such amounts if it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that the indemnitee is not entitled to indemnification. The Indemnification Agreements establish procedures for determining entitlement to indemnification, including the use of independent counsel in certain circumstances, and include a presumption in favor of indemnification to the extent permitted by law.

The Indemnification Agreements also provide that, following a change in control of the Company, determinations regarding entitlement to indemnification will be made by independent counsel and such independent counsel will be selected by the indemnitee. In addition, the Indemnification Agreements provide that determinations of entitlement shall be made without regard to the indemnitee’s entitlement to or availability of insurance coverage. To the extent the Company maintains directors' and officers' liability insurance, the indemnitee will be covered to the maximum extent of the coverage available, and the Company will provide certain cooperation in connection with insurance claims.

The Indemnification Agreements do not provide indemnification for, among other things, amounts otherwise recoverable under insurance, certain short-swing trading profits under Section 16(b) of the Exchange Act or any reimbursement or repayment of incentive compensation or other remuneration required pursuant to Section 304 of the Sarbanes-Oxley Act, Exchange Act Rule 10D-1, or any Company clawback policy.

The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the forms of Indemnification Agreement, which are filed as Exhibits 10.10 and 10.11 to this Annual Report on Form 10-K and incorporated herein by reference.