0001104659-23-032257.txt : 20230314 0001104659-23-032257.hdr.sgml : 20230314 20230314160028 ACCESSION NUMBER: 0001104659-23-032257 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230217 FILED AS OF DATE: 20230314 DATE AS OF CHANGE: 20230314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mindnich David CENTRAL INDEX KEY: 0001967501 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34392 FILM NUMBER: 23730640 MAIL ADDRESS: STREET 1: C/O PLUG POWER INC. STREET 2: 968 ALBANY SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PLUG POWER INC CENTRAL INDEX KEY: 0001093691 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 223672377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 BUSINESS PHONE: 5187827700 MAIL ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 3 1 tm239476-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2023-02-17 0 0001093691 PLUG POWER INC PLUG 0001967501 Mindnich David C/O PLUG POWER INC., 968 ALBANY-SHAKER ROAD LATHAM NY 12110 0 1 0 0 EVP, Global Manufacturing Common Stock 218208 D Common Stock 621 I 401(k) Plan Stock Option (Right to Buy) 27.15 2031-09-02 Common Stock 250000 D Performance Stock Option (Right to Buy) 26.38 2032-08-22 Common Stock 1500000 D Includes a restricted stock award granted on September 2, 2021 pursuant to Plug Power's 2021 Stock Option and Incentive Plan, as amended (the "Plan") in the amount of 250,000 shares, of which 83,333 shares have vested with the remaining 166,667 shares scheduled to vest in substantially equal installments on September 2, 2023 and September 2, 2024. The Reporting Person holds 621 shares of common stock in Plug Power Inc.'s 401(k) plan. The information in this report is based on a plan statement as of December 31, 2022. Awarded pursuant to the Plan. The shares underlying this option vest and become exercisable in three equal annual installments, with the first installment having vested on September 2, 2022. Awarded pursuant to the Plan. Up to one-half (1/2) of the shares underlying the performance stock options will vest and become exercisable on each of the first two anniversaries of the grant date, provided that the daily volume weighted average price of the Issuer's common stock during any 30 consecutive trading day period in the three year performance period following the grant date of the stock options ("VWAP") equals or exceeds certain levels. 375,000 shares underlying the performance stock options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $42.50; an additional 125,000 shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $45; an additional 375,000 shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $50, and the remaining 750,000 of the shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals or exceeds $100. If the VWAP falls between two of the stock price hurdles, an incremental number of shares underlying the options will become exercisable based on linear interpolation in $1 increments. Failure to achieve any of the stock price hurdles applicable to a performance stock option during the three-year performance period will result in applicable options being un-exercisable. The performance-based stock options have a maximum term of seven years from the grant date. Exhibit 24 - Power of Attorney /s/ Gerard L. Conway, Jr., Attorney-in-Fact 2023-03-14 EX-24 2 tm239476d1_ex24.htm EXHIBIT 24

Exhibit 24

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Gerard L. Conway, Jr. and Andrew Marsh with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)       Complete and execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or ten percent (10%) shareholder of Plug Power Inc., a Delaware corporation (the “Company”) any Form ID and any and all instruments, certificates and documents required to be executed on behalf of the undersigned as an individual or on behalf of the undersigned’s company or partnership, as the case may be, pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the rules and regulations thereunder;

(2)       Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID or instruments, certificates or documents required to be filed pursuant to Sections 13 and 16 of the Exchange Act or the rules or regulations thereunder and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)       Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act which is necessary, proper or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act or the rules or regulations thereunder. The undersigned hereby agrees to indemnify the attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any instruments, certificates and documents pursuant to Section 13 and 16 of the Exchange Act or the rules or regulations thereunder with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 14, 2023.

	/s/ David Mindnich
	David Mindnich