S-8

As filed with the Securities and Exchange Commission on January 2, 2009

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Ballard Power Systems Inc.

(Exact name of registrant as specified in its charter)

Canada
(State or other jurisdiction of incorporation or organization) Not Applicable
(I.R.S. Employer Identification No.)

9000 Glenlyon Parkway

Burnaby, British Columbia

Canada V5J 5J8

(Address of Principal Executive Offices)

Ballard Power Systems Inc. 2002 Share Option Plan

Ballard Power Systems Inc. 2000 Share Option Plan

Ballard Power Systems Inc. 1997 Share Option Plan

Ballard Power Systems Inc. 2003 Share Distribution Plan

Ballard Power Systems Inc. 2000 Share Distribution Plan

Ballard Power Systems Inc. Deferred Share Unit Plan for Directors

Ballard Power Systems Inc. Deferred Share Unit Plan for Executive Officers

Ballard Power Systems Inc. Restricted Share Unit Plan

(Full title of the plan)

DL Services Inc.

1420 Fifth Avenue, Suite 3400

Seattle, Washington 98101

(Name and address of agent for service)

(206) 903-5448

(Telephone number, including area code, of agent for service)

Copies to:

Glenn Kumoi, Esq.
Ballard Power Systems Inc.
9000 Glenlyon Parkway
Burnaby, British Columbia
Canada V5J 5J8
(604) 454-0900 Randal R. Jones
Dorsey & Whitney LLP
1420 Fifth Avenue, Suite 3400
Seattle, Washington 98101
(206) 903-8800

Large accelerated filer    o
Non-accelerated filer     o (do not check if a smaller reporting company) Accelerated filer    x
Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Shares reserved for issuance pursuant to Ballard Power Systems Inc. 2002 Share Option Plan	2,750,000	U.S. $6.89	U.S. $18,949,139	U.S. $745
Common Shares reserved for issuance pursuant to Ballard Power Systems Inc. 2000 Share Option Plan	3,469,839	U.S. $21.42	U.S. $74,340,567	U.S. $2,922
Common Shares reserved for issuance pursuant to Ballard Power Systems Inc. 1997 Share Option Plan	814,722	U.S. $60.96	U.S. $49,666,012	U.S. $1,952
Common Shares reserved for issuance pursuant to Ballard Power Systems Inc. 2003 Share Distribution Plan	7,050,000	U.S. $1.65	U.S. $11,632,500	U.S. $457
Common Shares reserved for issuance pursuant to Ballard Power Systems Inc. 2000 Share Distribution Plan	500,000	U.S. $1.65	U.S. $825,000	U.S. $32
Total	14,584,561		U.S. $155,413,218	U.S. $6,108

(1) Based on the maximum number of common shares that may be allotted for issuance under the Ballard Power Systems Inc. 2003 Share Distribution Plan, 2000 Share Distribution Plan, 2002 Share Option Plan, 2000 Share Option Plan and 1997 Share Option Plan. This amount includes the common shares underlying the deferred share units issued or to be issued under both the Ballard Power Systems Inc. Deferred Share Unit Plan for Directors and Deferred Share Unit Plan for Executive Officers, as well as the common shares underlying the restricted share units issued or to be issued under the Ballard Power Systems Inc. Restricted Share Unit Plan. This registration statement also covers additional common shares of the registrant which may become issuable under the plans and employment agreements listed above by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration which results in an increase in the number of the registrant’s outstanding common shares.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and 457(c). The proposed maximum aggregate offering price is based upon (a) the exercise prices for outstanding options under the 2002 Share Option Plan, 2000 Share Option Plan and 1997 Share Option Plan, and (b) the average of the high and low prices of the common shares reported on the Nasdaq Global Market on December 29, 2008 for common shares reserved for future option issuances under the 2002 Share Option Plan and 2000 Share Option Plan, and for common shares underlying deferred share units and restricted share units pursuant to the 2003 Share Distribution Plan and 2000 Share Distribution Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in this Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the Note to Part I of Form S-8, the document(s) containing the information specified in this Part I of Form S-8 are not being filed with the SEC either as part of this registration statement filed on Form S-8 (the “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The document(s) containing the information specified in this Part I of Form S-8 and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents previously filed by Ballard Power Systems Inc. (the “Registrant”) with the SEC are incorporated in this Registration Statement by reference and shall be deemed a part hereof:

1. The Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2007 filed on March 14, 2008.

2. All other reports filed by the Registrant under Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2007.

3. The description of the Registrant’s Common Shares contained in the Registrant’s registration statement on Form F-10 as filed with the SEC on December 11, 2002, including any amendment or report filed for the purpose of updating such description.

In addition, all documents filed by the Registrant under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities being offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from the filing date of each such document.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

Under the Canada Business Corporations Act (the “CBCA”), the Registrant may indemnify a present or former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil, criminal, administrative or investigative action, suit or proceeding (a “Proceeding”) in which such individual is involved by reason of such individual’s association with the Registrant or other entity and provided that such individual acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant’s request and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that such individual’s conduct was lawful. The indemnification may be made in connection with a derivative action only with court approval. Any of the individuals described in the first sentence of this paragraph is entitled to indemnification from the Registrant as a matter of right if he or she was substantially successful on the merits and fulfilled the conditions set forth above.

The Registrant is a party to an indemnity agreement with each director and officer of the Registrant providing that if such director or officer is or was involved in any threatened, pending or completed Proceeding by reason of the fact that such director or officer is or was a director or officer of the Registrant or is or was serving at the request of the Registrant as a director or officer of another entity, including service with respect to employee benefit plans, whether the basis of such Proceeding is an alleged action in an official capacity while serving as a director or officer, such director or officer will be indemnified and held harmless by the Registrant to the fullest extent authorized by and in the manner set forth in the CBCA against

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all expense, liability and loss reasonably incurred or suffered by such director or officer in connection therewith. Under such indemnity agreements, the Registrant may indemnify any of its directors or officers in connection with a Proceeding (or part thereof) initiated by such director or officer only if such Proceeding (or part thereof) is authorized by the board of directors of the Registrant or if such Proceeding is a successful Proceeding, in whole or in part, by a director or officer for claims under an indemnity agreement.

The CBCA provides that the Registrant may purchase and maintain insurance for the benefit of any of the individuals described in the first sentence of the first paragraph of this Item 6 against any liability incurred by such individual in such individual’s capacity as a director or officer of the Registrant or as a director or officer, or similar capacity, of another entity at the Registrant’s request.

The Registrant maintains directors’ and officers’ liability insurance. The policies insure (a) the directors and officers of the Registrant against losses arising from claims against them for certain of their actual or alleged wrongful acts (as defined within the insurance policy), (b) the Registrant for payments made pursuant to the Registrant’s indemnification of its directors and officers and (c) the Registrant when it is directly named in a securities claim. The policies provide a maximum coverage in any one policy year of U.S. $40 million in annual claims (subject to deductibles of U.S. $200,000 to U.S. $500,000 per claim, payable by the Registrant). The annual premium in the current policy year was U.S. $556,500. The premiums for the policies were not allocated between directors and officers as separate groups.

By-law No. 1 of the Registrant provides that, except as otherwise provided in the CBCA, no director or officer will be liable for:

(a) the acts, receipts, neglects or defaults of any other person, or for joining in a receipt or act for conformity;

(b) a loss, damage or expense happening to the Registrant through the insufficiency or deficiency of title to property acquired by, for, or on behalf of the Registrant;

(c) the insufficiency or deficiency of a security in or upon which moneys of the Registrant are invested;

(d) a loss or damage arising from the bankruptcy, insolvency or wrongful act of a person with whom money, security or other property of the Registrant is lodged or deposited; or

(e) any other loss, damage, or misfortune that may arise out of the execution of the duties of a director or in relation thereto.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

The following exhibits are filed as part of this Registration Statement:

Exhibit No.	Description
4.1	Articles of Incorporation of the Registrant.
4.2	By-law No. 1 of the Registrant.
4.3	Ballard Power Systems Inc. 2002 Share Option Plan.
4.4	Ballard Power Systems Inc. 2000 Share Option Plan.
4.5	Ballard Power Systems Inc. 1997 Share Option Plan.
4.6	Ballard Power Systems Inc. 2003 Share Distribution Plan.
4.7	Ballard Power Systems Inc. 2000 Share Distribution Plan.

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4.8	Ballard Power Systems Inc. Deferred Share Unit Plan for Directors.
4.9	Ballard Power Systems Inc. Deferred Share Unit Plan for Executive Officers.
4.10	Ballard Power Systems Inc. Restricted Share Unit Plan.
5.1	Opinion of Stikeman Elliott LLP.
23.1	Consent of KPMG LLP.
23.2	Consent of Stikeman Elliott LLP (contained in Exhibit 5.1).
24.1	Power of Attorney (included as part of the signature pages to this Registration Statement).

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Burnaby, British Columbia, Canada on this 2nd day of January, 2009.

BALLARD POWER SYSTEMS INC.

By:   /s/ John Sheridan
_____________________________________

Name: John Sheridan

Title: President, Chief Executive Officer and Director

POWER OF ATTORNEY

Each of the Registrant and each director or officer of the Registrant whose individual signature appears below hereby appoints John Sheridan and David Smith, and each of them, any of whom may act without the joinder of the others, as the true and lawful attorney-in-fact and agent of the undersigned, in any and all capacities, with full power of substitution, to sign any and all amendments to this Registration Statement (including post-effective amendments), and, in connection with any registration of additional securities, to sign any abbreviated registration statement and any and all amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John Sheridan ______________________________ John Sheridan	President, Chief Executive Officer and Director (principal executive officer)	January 2, 2009
/s/ David Smith ______________________________ David Smith	Vice President and Chief Financial Officer (principal financial and accounting officer)	January 2, 2009
/s/ Ian A. Bourne ______________________________ Ian A. Bourne	Chairman of the Board	January 2, 2009
/s/ Ed Kilroy ______________________________ Ed Kilroy	Director	January 2, 2009

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Signature	Title	Date
/s/ Dr. Chong Sup (C.S.) Park ______________________________ Dr. Chong Sup (C.S.) Park	Director	January 2, 2009
/s/ Dr. Gerri Sinclair ______________________________ Dr. Gerri Sinclair	Director	January 2, 2009
/s/ David J. Smith ______________________________ David J. Smith	Director	January 2, 2009
/s/ David B. Sutcliffe ______________________________ David B. Sutcliffe	Director	January 2, 2009
/s/ Mark Suwyn ______________________________ Mark Suwyn	Director	January 2, 2009
/s/_Douglas W.G. Whitehead _____________________________ Douglas W.G. Whitehead	Director	January 2,  2009

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of the Registrant in the United States on this 2nd day of January, 2009.

By:   /s/ William Foulds

         _______________________________
         William Foulds
         Vice-President, Sales

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INDEX TO EXHIBITS

Exhibit No.	Description
4.1	Articles of Incorporation of the Registrant.
4.2	By-law No. 1 of the Registrant.
4.3	Ballard Power Systems Inc. 2002 Share Option Plan.
4.4	Ballard Power Systems Inc. 2000 Share Option Plan.
4.5	Ballard Power Systems Inc. 1997 Share Option Plan.
4.6	Ballard Power Systems Inc. 2003 Share Distribution Plan.
4.7	Ballard Power Systems Inc. 2000 Share Distribution Plan.
4.8	Ballard Power Systems Inc. Deferred Share Unit Plan for Directors.
4.9	Ballard Power Systems Inc. Deferred Share Unit Plan for Executive Officers.
4.10	Ballard Power Systems Inc. Restricted Share Unit Plan.
5.1	Opinion of Stikeman Elliott LLP.
23.1	Consent of KPMG LLP.
23.2	Consent of Stikeman Elliott LLP (contained in Exhibit 5.1).
24.1	Power of Attorney (included as part of the signature pages to this Registration Statement).

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EX-4.1

EXHIBIT 4.1

EX-4.4

EXHIBIT 4.4

BALLARD POWER SYSTEMS INC.

2000 SHARE OPTION PLAN

EFFECTIVE AS OF

December 31, 2008

BALLARD POWER SYSTEMS INC.

2000 SHARE OPTION PLAN

PART 1

GENERAL PROVISIONS

Purpose

1.1The purpose of this Share Option Plan is to recognize contributions made by Directors, Officers and Employees and to provide for an incentive for their continuing relationship with the Corporation and its Subsidiaries.

Definitions

1.2                   As used in this Share Option Plan, the following terms have the following meanings:

(a) Accelerated Vesting Event means the occurrence of any one of the following events:

(i)        a take-over bid as defined in the Securities Act (British Columbia) is made for Common Shares or Convertible Securities which, if successful would result (assuming the conversion, exchange or exercise of the Convertible Securities, if any, that are the subject of the take-over bid) in any person or persons acting jointly or in concert (as such phrase is defined in the Securities Act (British Columbia)) or persons associated or affiliated with such person or persons within the meaning of the Canada Business Corporations Act beneficially, directly or indirectly, owning shares that would, notwithstanding any agreement to the contrary, entitle the holders thereof for the first time to cast at least 66 2/3% of the votes attaching to all shares in the capital of the Corporation that may be cast to elect Directors;

(ii)       the acquisition or continuing ownership by any person or persons acting jointly or in concert (as such phrase is defined in the Securities Act (British Columbia)), directly or indirectly, of Common Shares or of Convertible Securities, which, when added to all other securities of the Corporation at the time held by such person or persons, persons associated with such person or persons, or persons affiliated with such person or persons within the meaning of the Canada Business Corporations Act (collectively, the “Acquirors”), and assuming the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors, results in the Acquirors beneficially owning shares that would,

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notwithstanding any agreement to the contrary, entitle the holders thereof for the first time to cast at least 66 2/3% of the votes attaching to all shares in the capital of the Corporation that may be cast to elect Directors;

(iii)      the sale, lease, exchange or other disposition of all or substantially all of the Corporation’s assets other than to a Subsidiary; or

(iv)      an amalgamation, merger, arrangement or other business combination (a “Business Combination”) involving the Corporation that results in the securityholders of the parties to the Business Combination other than the Corporation owning, directly or indirectly, shares of the continuing entity that entitle the holders thereof to cast at least 66 2/3% of the votes attaching to all shares in the capital of the continuing entity that may be cast to elect Directors;

(b) associate has the meaning ascribed thereto in the Securities Act (British Columbia);

(c) Board means the board of directors of the Corporation;

(d) Common Shares means common shares in the capital of the Corporation;

(e) Convertible Securities means common shares in the capital of the Corporation;

(f) Corporation means Ballard Power Systems Inc. (corporation number 707699-1);

(g) Director means a member of the Board;

(h) Effective Date of an Option means the date on which the Option is granted, whether or not the grant is subject to any Regulatory Approval;

(i) Employee means an employee of the Corporation or a Subsidiary, and includes:

(i)        a permanent part-time employee of the Corporation or a Subsidiary; and

(ii)       a consultant of the Corporation or of a Subsidiary who is approved for participation in this Share Option Plan by the Board and in respect of whom the Corporation has qualified by way of an exemption, or has obtained an order from any securities commission or other regulatory authority having jurisdiction over the granting of options to consultants, permitting granting of the Option;

(j) Expiry Date of an Option means the day on which the Option lapses;

(k) Insider means:

(i)        an insider of the Corporation as defined in the Securities Act (British Columbia), other than a person who is an insider solely by virtue of being a director or senior officer of a Subsidiary; and

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(ii) an Associate of a person who is an Insider by virtue of paragraph (i);

(l) Officer means an individual who is an officer of the Corporation or a Subsidiary;

(m) Option Commitment means a right to purchase Common Shares granted under this Share Option Plan to a Director, Officer or Employee;

(n) Insider means the notice of grant of an Option delivered by the Corporation to an Optionee and substantially in the form set out in Schedule “A” hereto;

(o) Optioned Shares means Common Shares subject to an Option;

(p) Optionee means an individual to whom an Option is granted by the Corporation under this Share Option Plan;

(q) Outstanding Issue means, with respect to any issue of Common Shares, the number of Common Shares outstanding on a non-diluted basis immediately before such issue, excluding Common Shares issued pursuant to share compensation arrangements over the preceding one-year period;

(r) Regulatory Approval means the approval of the TSX and every other stock exchange or securities regulatory agency whose approval is required in the circumstances;

(s) Retired means

(i)        with respect to an Officer or Employee, the retirement of the Officer or Employee within the meaning of the Canada Pension Plan, after attainment of age 65; and

(ii)       with respect to a Director, cessation of office as a Director, other than by reason of death, after attainment of age 70;

(t) Share Compensation Arrangement has the meaning ascribed to “security based compensation arrangement” in Section 613(b) of the TSX Company Manual, and includes this Share Option Plan;

(u) Share Option Plan means this 2000 Share Option Plan, as amended from time to time;

(v) Subscription Price means the amount payable on an exercise of an Option;

(w) Subsidiary means the amount payable on an exercise of an Option;

(x) the words “ the last day on which the Officer or Employee worked for the Corporation or a Subsidiary of the Corporation” means, with respect to an Officer or Employee whose employment has been terminated by the Corporation or a Subsidiary:

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(i) other than for just cause, either:

(A)      the day specified by the Corporation or such Subsidiary in writing to the Officer or Employee as being the last day on which the Officer or Employee is to report for work for the Corporation or a Subsidiary of the Corporation; or

(B)      if such Officer or Employee is given pay in lieu of advance notice of a pending effective date of termination, the day on which such notice of termination is given in writing by the Corporation or such Subsidiary to the Officer or Employee; and

(ii) for just cause, the day on which the notice of termination was given;

(y)       Totally Disabled, with respect to an Employee or Officer, means that, solely because of disease or injury the Employee or Officer is deemed by a qualified physician selected by the Corporation to be unable to work at any occupation which the Employee or Officer is reasonably qualified to perform and, with respect to a Director, means that, solely because of disease or injury, the Director is deemed by a qualified physician selected by the Corporation to be unable to carry out his or her responsibilities on the Board; and

(z) TSX means the Toronto Stock Exchange.

Interpretation

1.3                   A reference to a statute includes all regulations made thereunder, all amendments to the statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulations.

PART 2

SHARE OPTION PLAN

Eligibility

2.1                   Options to purchase unissued Common Shares may be granted from time to time under this Share Option Plan by the Board, on the recommendation of the Chief Executive Officer of the Corporation, to Directors, Officers and Employees.

Incorporation of Terms of Share Option Plan

2.2                   Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of each Option granted under this Share Option Plan.

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Maximum Shares to be Allotted

2.3                   The maximum aggregate number of Common Shares that may be allotted for issuance under this Share Option Plan is 3,496,839, subject to adjustment in accordance with Section 3.9. If Options are surrendered, terminated or expire in accordance with the terms of this Share Option Plan without being exercised, the maximum aggregate number of Common Shares that may be allotted for issuance will be reduced automatically by the number of such lapsed Options, unless the Board determines that new Options may be granted in respect of the Common Shares not issued under such lapsed Options.

PART 3

TERMS AND CONDITIONS OF OPTIONS

Subscription Price

3.1                   The Subscription Price per Common Share to be acquired on the exercise of an Option will be the closing price per share for the Common Shares on the TSX on the last trading day on such exchange before the Effective Date of the Option.

Term of Options

3.2                   The term of an Option will be such period after the Effective Date thereof, not exceeding 10 years, as the Board determines at the time of granting of the Option.

Expiry Date

3.3                   Notwithstanding any other provision of this Share Option Plan, if the Expiry Date of any vested Option falls on, or within nine (9) Business Days immediately following, a date upon which an Optionee is prohibited from exercising such Option due to a black-out period or other trading restriction imposed by the Corporation, then the Expiry Date of such Option shall be deemed to be the tenth (10th) Business Day following the date the relevant black-out period or other trading restriction imposed by the Corporation is lifted, terminated or removed. For the purposes of this Share Option Plan, “Business Day” means any day other than a Saturday, Sunday or statutory or civic holiday in the City of Vancouver, B.C., and this Section 3.3 is to apply to any deemed Expiry Date determined under this Section 3.3 which itself falls within a black-out period or other trading restriction imposed by the Corporation. Notwithstanding any other provision in this Share Option Plan, the ten day period referred to in this Section may not be extended by the Board.

Vesting of Option Rights

3.4                   Except as otherwise provided pursuant to Section 3.5, Section 3.6 or Section 3.7, an Option may be exercised from time to time:

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(a)       at any time after the first, second and third year of the term of the Option as to a total number of shares not exceeding 33 1/3% of the Optioned Shares in each such year; and

(b)       in addition, during any year of the term of the Option, as to a total number of shares not exceeding the number of Optioned Shares as to which the Option could have been exercised but was not exercised during the preceding year, whether pursuant to Section 3.4 (a) or this Section 3.4(b).

Variation of Vesting Periods

3.5                   If the Board determines with respect to an Optionee that it is desirable to grant to the Optionee an Option for which the vesting of rights should be other than as provided in Section 3.4 or that it is desirable to alter the vesting periods of any particular Option, it may fix the vesting of that Option before or after its grant in such manner as it determines in its discretion.

3.6                   If there occurs an Accelerated Vesting Event each Option held by an Optionee may be exercised by the Optionee at any time or from time to time on or before the Expiry Date of the Option, provided that with respect to an Option held by an Officer or Employee the Accelerated Vesting Event must have occurred on or before the last day on which the Officer or Employee worked for the Corporation or a Subsidiary.

Limitation on Right to Exercise

3.7 No Option may be exercised after

(a)       in the case of a Director, the time at which the Optionee ceases to be a Director; or

(b)       in the case of an Officer or Employee, 5:00 p.m. Pacific Standard Time on the last day on which the Officer or Employee worked for the Corporation or a Subsidiary

(each of Section 3.7 (a) and Section (b) being the “particular time”), except as follows:

(i)        an Option that would otherwise so cease to be exercisable by reason of the death of the Optionee at the particular time may be exercised by the personal representatives of the Optionee, from time to time no later than the earlier of the Expiry Date of the Option and three years (one year for Directors or consultants (within the meaning of Section 1.2(i)(ii))) after the particular time, as to a total number of shares not exceeding the number of shares as to which the Optionee did not exercise the Option before the particular time, including shares as to which pursuant to Section 3.4 or Section 3.5 the Optionee was at the particular time not yet entitled to exercise the Option;

(ii)       an Option that would otherwise so cease to be exercisable by reason that the particular time is the effective time that the Optionee has Retired or become Totally Disabled may be exercised by the Optionee or, if the Optionee dies after

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the particular time, the personal representatives of the Optionee, from time to time no later than the earlier of the Expiry Date of the Option and three years (one year for Directors or consultants (within the meaning of Section 1.2(i)(ii))) after the particular time, as to a total number of shares not exceeding the number of shares as to which the Optionee did not exercise the Option before the particular time, including shares as to which pursuant to Section 3.4 or Section 3.5 the Optionee was at the particular time not yet entitled to exercise the Option;

(iii)      an Option that would otherwise so cease to be exercisable by reason that, in circumstances in which neither paragraph (i) nor paragraph (ii) applies:

(A)      the particular time is the effective time that the Optionee ceases to be a Director; or

(B)      the particular time:

(I)        is 5:00 p.m. Pacific Standard Time on the last day on which the Officer or Employee worked for the Corporation or a Subsidiary, except where the office or employment was terminated for cause; and

(II)      is not a time immediately before which the office might have been terminated by the Corporation or a Subsidiary, or the employment terminated by the Corporation or a Subsidiary, for cause,

may be exercised by the Optionee or, if the Optionee dies after the particular time, the personal representatives of the Optionee, from time to time no later than 5:00 p.m. Pacific Standard Time on the earlier of the Expiry Date of the Option and the day that is 30 days after the particular time, as to a total number of shares not exceeding the number of shares as to which the Optionee was entitled to and did not exercise the Option immediately before the particular time.

Non Assignability

3.8                   Except as provided in Section 3.7 or as permitted by applicable regulatory authorities in connection with a transfer to a registered retirement savings plan or registered retirement income fund established by or for the Optionee or under which the Optionee is the beneficiary, an Option may be exercised only by the Optionee to whom it is granted and will not be assignable.

Adjustment

3.9                   The number of Common Shares subject to an Option and the Subscription Price will be subject to adjustment as follows:

(a)       if the Common Shares are subdivided or consolidated after the Effective Date of an Option, or the Corporation pays to holders of Common Shares of record as of a date after the Effective Date of an Option a dividend payable in Common Shares:

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(i)        the number of Common Shares which would be acquired on any exercise of the Option thereafter will be adjusted to the number of such Common Shares that the Optionee would hold through the combined effect of such exercise and such subdivision, consolidation or stock dividend if the time of the subdivision or consolidation or the record date of such stock dividend had been immediately after the exercise;

(ii)       the Subscription Price will be adjusted in inverse proportion to the adjustment under paragraph (i) in the number of Common Shares that may be acquired or such exercise; and

(iii)      and the number of such Common Shares referred to in Section 2.4 and Section 5.4(c) and considered as previously allotted for the purposes of applying Section 2.4 and Section 5.4(c) will be correspondingly adjusted; and

(b)       if there is any capital reorganization, reclassification or other change or event affecting the Common Shares to which Section 3.9(a) does not apply, the Board will determine whether in the circumstances it is just and equitable that there be some alteration in the securities or other consideration to be acquired by Optionees on the exercise of Options then outstanding and will make such amendments to this Share Option Plan as the Board considers appropriate in the circumstances to ensure a just and equitable result.

The Corporation will not be required to issue any fractional share in satisfaction of its obligations hereunder or make any payment in lieu thereof.

Disputes

3.10                 If any question arises at any time with respect to the Subscription Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in Section 3.9, such question will be conclusively determined by the Corporation’s auditors, or, if the auditors decline to so act, any other firm of chartered accountants in Vancouver, British Columbia that the Corporation may designate, and such auditors or other firm will have access to all appropriate records and its determination will be binding upon the Corporation and each Optionee.

PART 4

PROCEDURE

Option Commitment

4.1                   Upon the granting of an Option hereunder the Chief Executive Officer and the Chief Operating Officer of the Corporation will deliver to the Optionee an Option Commitment detailing the terms of the Option and upon such delivery the Optionee will be a participant in this

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Share Option Plan and have the right to purchase the Optioned Shares at the Subscription Price set out therein, subject to the terms of this Share Option Plan.

4.2                   Upon the occurrence of an event to which Section 3.9 applies, the Chief Executive Officer and the Chief Operating Officer of the Corporation may, and if so directed by the Board will, deliver to any Optionee with respect to any Option a revised Option Commitment, identified as such, with respect to shares as to which the Option has not been exercised, reflecting the application of Section 3.9 by reason of that event.

Manner of Exercise

4.3                   An Optionee being entitled to and wishing to exercise an Option may do so only by delivering to the Corporation at its head office:

(a)       a written notice addressed to the Corporation specifying the number of Optioned Shares being acquired pursuant to the Option; and

(b)       a certified cheque or bank draft payable to the Corporation for the aggregate Subscription Price for the Optioned Shares being acquired.

Share Certificates

4.4                   Upon an exercise of an Option the Corporation will direct its transfer agent to issue a share certificate to an Optionee for the appropriate number of Optioned Shares not later than five days thereafter.

PART 5

GENERAL PROVISIONS

Effective Date and Implementation of Plan

5.1                   This Share Option Plan is being adopted under, and will become effective at the “Effective Time” specified in, the Plan of Arrangement under which the Corporation acquires its assets and thereafter carries on business as successor to Ballard Power Systems Inc., corporation number 248019-1 (“Old Ballard”). As contemplated under the Plan of Arrangement, Options will be issued at the Effective Time hereunder having the same terms as the options issued by Old Ballard under its 2000 Share Option Plan and outstanding immediately prior to the Effective Time, including the number of shares which may acquired upon exercise thereof, the Subscription Price, and terms and conditions of vesting and the Expiry Date.

Notwithstanding any other provision of this Share Option Plan, Options which are issued at the Effective Time to persons whose employment was transferred by Old Ballard to AFCC Automotive Fuel Cell Cooperation Corp. (“AFCC”) on January 31, 2008 shall remain in force and will be subject to, and may be exercised by each such person in accordance with, the terms of this Share Option Plan for so long as such person is employed by AFCC. For the

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purposes of the Options held by such persons, “Employee” shall be read to include such persons for so long as they remain employed by AFCC and “Subsidiary” shall be read to include AFCC.

Administration

5.2                   Subject to such limitations as may from time to time be imposed by the Board, the Chief Executive Officer will be responsible for the general administration of this Share Option Plan, the proper execution of its provisions, the interpretation of this Share Option Plan and the determination of all questions arising pursuant to this Share Option Plan, and without limiting the generality of the foregoing, the Chief Executive Officer will have the power to grant Options pursuant to this Share Option Plan and allot Common Shares for issuance on the exercise of Options.

Limitations on Issue

5.3                   The number of Common Shares reserved for issue to any person under this Share Option Plan may not exceed 5% of the Outstanding Issue.

5.4                   In addition to the limitation set out in Section 5.3, the number of Common Shares that may be issued or reserved for issuance under this Share Option Plan and any other Share Compensation Arrangement:

(a) to Insiders, may not exceed 10% of the Outstanding Issue at that time;

(b)       to any Insider and his or her associates, within a one-year period, may not exceed 5% of the Outstanding Issue at that time; and

(c)       to the Directors (other than Directors that are also Officers), may not exceed 295,000 Common Shares, subject to adjustment in accordance with Section 3.9.

5.5 For the purposes of Section 5.4:

(a)       Common Shares issuable to an Insider pursuant to an Option or other entitlement that was granted before the person became an Insider will be excluded in determining the number of Common Shares issuable to Insiders; and

(b)       Common Shares issuable to a Director pursuant to an Option or other entitlement that was granted:

(i) before the person became a Director; or

(ii) while the Director was also an Officer,

will be excluded in determining the number of Common Shares issuable to Directors.

Amendment

5.6                   Without limiting the generality of the foregoing and notwithstanding any other section of this Share Option Plan, unless specifically required by any stock exchange or

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regulatory authority, the Board may make any of the following amendments to this Share Option Plan and/or any Option previously granted without obtaining shareholder approval:

(a)       amendments to the definitions within this Share Option Plan and other amendments of a clerical nature;

(b)       amendments to any provisions relating to the granting or exercise of Options, including but not limited to provisions relating to the term, termination, amount and payment of the price of the Option, vesting period, expiry or adjustment of Options, provided that, without shareholder approval, such amendment does not entail:

(i)        a change in the number or percentage of Common Shares reserved for issuance under this Share Option Plan;

(ii)       a reduction of the price of an Option, or the cancellation and reissue of Options;

(iii)      an extension beyond the original Expiry Date of an Option held by any Optionee;

(iv) an increase to the maximum number of Common Shares that may be

(A) issued to Insiders within a one-year period, or

(B) issuable to Insiders at any time,

under Share Compensation Arrangements, which could exceed 10% of the Corporation's Outstanding Issue;

(v)       permitting Options to be transferable or assignable other than for normal course estate settlement purposes; or

(vi) a change to the amendment provisions of the Plan;

(c)       the addition or amendment of terms relating to the provision of financial assistance to Optionees or resulting in Optionees receiving any securities of the Corporation, including pursuant to a cashless exercise feature;

(d)       any amendment in respect of the persons eligible to participate in the Plan, provided that, without shareholder approval, such amendment does not permit non-employee directors to re-gain participation rights under this Share Option Plan at the discretion of the Board if their eligibility to participate had previously been removed or increase limits previously imposed on non-employee director participation;

(e)       such amendments as are necessary for the purpose of complying with any changes in any relevant law, rule, regulation, regulatory requirement or requirement of any applicable stock exchange or regulatory authority; or

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(f)        amendments to correct or rectify any ambiguity, defective provision, error or omission in this Share Option Plan or in any agreement to purchase Options.

Governing Law

5.7                   This Share Option Plan will be construed in accordance with and the rights of the Corporation and each Optionee will be governed by the laws of British Columbia and the laws of Canada applicable therein.

Notice

5.8                   Each notice, demand or communication required or permitted to be given under this Share Option Plan will be in writing and will be delivered to the person to whom it is addressed, and the date of delivery of such notice, demand or communication will be the date of receipt by the addressee.

No Other Rights

5.9                   Nothing contained in this Share Option Plan and no grant of Options pursuant to this Share Option Plan will confer upon any Optionee any right to be retained as an Employee, Officer or Director of the Corporation or a Subsidiary. For greater certainty, a period of notice, if any, or payment in lieu thereof, upon termination of employment, wrongful or otherwise, shall not be considered as extending the period of employment for purposes of this Share Option Plan. Participation in this Share Option Plan by an Optionee will be voluntary. Options are not Common Shares, and the grant of Options to an Optionee does not entitle such Optionee to any rights as a shareholder of the Corporation.

No Representation or Warranty

5.10                 The Corporation makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of this Share Option Plan.

Prohibition on Price Amendment

5.11                 Subject to Section 3.9, the Subscription Price under an Option that has been issued may not, after the issue of the Option, be reduced.

Audit

5.12                 The Corporation reserves its right to review and audit all records of an Optionee regarding the purchase or sale of Common Shares in connection with the exercise of any Options.

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SCHEDULE "A"

2000 SHARE OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective ____________________, 20___ (the “Effective Date”) Ballard Power Systems Inc. (the “Corporation”), pursuant to the Corporation’s 2000 Share Option Plan (the “Plan”), as it may have been amended to the Effective Date, granted to ______________________________ (the “Optionee”), an Option (the “Option”) to acquire up to _______________ Common Shares in the capital of the Corporation (the “Optioned Shares”) on or before _______________, _______________ at a Subscription Price of Cdn. $_______________ per share.

The grant of the Option is made on and subject to the vesting provisions and other terms and conditions of the Plan, which are incorporated by reference herein. The number of Optioned Shares will be adjusted if and to the extent required in accordance with Section 3.9 of the Plan.

To exercise the Option, the Optionee must deliver to the Corporation at its head office a written notice addressed to the Corporation specifying the number of Optioned Shares that the Optionee wishes to acquire, together with a certified cheque or bank draft payable to the Corporation for the aggregate Subscription Price for such shares. A share certificate evidencing the Optioned Shares thereby acquired will be issued to the Optionee by the Corporation’s transfer agent in accordance with the Plan.

BALLARD POWER SYSTEMS INC.

________________________________
Authorized Signatory

________________________________
Authorized Signatory

EX-4.5

EXHIBIT 4.5

BALLARD POWER SYSTEMS INC.

1997 SHARE OPTION PLAN

EFFECTIVE AS OF

December 31, 2008

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BALLARD POWER SYSTEMS INC.

1997 SHARE OPTION PLAN

PART 1

GENERAL PROVISIONS

Purpose

1.1The purpose of this Share Option Plan is to recognize contributions made by Directors, Officers and Employees and to provide for an incentive for their continuing relationship with the Corporation and its Subsidiaries.

Definitions

1.2                   As used in this Share Option Plan, the following terms have the following meanings:

(a)       Accelerated Vesting Event means the occurrence of any one of the following events:

(i)        a take-over bid as defined in the Securities Act (British Columbia) is made for Common Shares or Convertible Securities which, if successful would result (assuming the conversion, exchange or exercise of the Convertible Securities, if any, that are the subject of the take-over bid) in any person or persons acting jointly or in concert (as such phrase is defined in the Securities Act (British Columbia)) or persons associated or affiliated with such person or persons within the meaning of the Canada Business Corporations Act beneficially, directly or indirectly, owning shares that would, notwithstanding any agreement to the contrary, entitle the holders thereof for the first time to cast at least 66 2/3% of the votes attaching to all shares in the capital of the Corporation that may be cast to elect Directors;

(ii)       the acquisition or continuing ownership by any person or persons acting jointly or in concert (as such phrase is defined in the Securities Act (British Columbia)), directly or indirectly, of Common Shares or of Convertible Securities, which, when added to all other securities of the Corporation at the time held by such person or persons, persons associated with such person or persons, or persons affiliated with such person or persons within the meaning of the Canada Business Corporations Act (collectively, the “Acquirors”), and assuming the conversion, exchange or

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exercise of Convertible Securities beneficially owned by the Acquirors, results in the Acquirors beneficially owning shares that would, notwithstanding any agreement to the contrary, entitle the holders thereof for the first time to cast at least 66 2/3% of the votes attaching to all shares in the capital of the Corporation that may be cast to elect Directors;

(iii)      the sale, lease, exchange or other disposition of all or substantially all of the Corporation’s assets, other than to a Subsidiary; or

(iv)      an amalgamation, merger, arrangement or other business combination (a “Business Combination”) involving the Corporation that results in the securityholders of the parties to the Business Combination other than the Corporation owning, directly or indirectly, shares of the continuing entity that entitle the holders thereof to cast at least 66 2/3% of the votes attaching to all shares in the capital of the continuing entity that may be cast to elect Directors;

(b)       associate has the meaning ascribed thereto in the Securities Act (British Columbia);

(c)       Board means the board of directors of the Corporation;

(d)       Common Shares means common shares in the capital of the Corporation;

(e)       Convertible Securities means securities convertible into, exchangeable for or representing the right to acquire Common Shares;

(f)        Corporation means Ballard Power Systems Inc. (corporation number 707699-1);

(g)        Director means a member of the Board;

(h)       Effective Date of an Option means the date on which the Option is granted, whether or not the grant is subject to any Regulatory Approval;

(i)        Employee means an employee of the Corporation or a Subsidiary, and includes

(i)        a permanent part-time employee of the Corporation or a Subsidiary working not less than 20 hours per week, and

(ii)       a consultant of the Corporation or of a Subsidiary who is approved for participation in this Share Option Plan by the Board and in respect of whom the Corporation has qualified by way of an exemption, or has obtained an order from any securities commission or other regulatory authority having jurisdiction over the granting of options to consultants, permitting granting of the Option;

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(j)        Expiry Date of an Option means the day on which the Option lapses;

(k)        Insider means:

(i)        an insider of the Corporation as defined in the Securities Act (British Columbia), other than a person who is an insider solely by virtue of being a director or senior officer of a Subsidiary; and

(ii)       an associate of a person who is an Insider by virtue of subsection (i);

(l)        Officer means an individual who is an officer of the Corporation or a Subsidiary;

(m)      Option means a right to purchase Common Shares granted under this Share Option Plan to a Director, Officer or Employee;

(n)       Option Commitment means the notice of grant of an Option delivered by the Corporation to an Optionee and substantially in the form set out in Schedule “A” hereto;

(o)        Optioned Shares means Common Shares subject to an Option;

(p)       Optionee means an individual to whom an Option is granted by the Corporation under this Share Option Plan;

(q)       Outstanding Issue means the number of Common Shares outstanding on a non-diluted basis;

(r)        Regulatory Approval means the approval of TSX and every other stock exchange or securities regulatory agency whose approval is required in the circumstances;

(s)        Retired means:

(i)        with respect to an Officer or Employee, the early or normal retirement of the Officer or Employee within the meaning of the Canada Pension Plan, after attainment of age 65; and

(ii)       with respect to a Director, cessation of office as a Director, other than by reason of death, after attainment of age 70;

(t)        Share Compensation Arrangement has the meaning ascribed to “security based compensation arrangement” in Section 613(b) of the TSX Company Manual, and includes this Share Option Plan;

(u)       Share Option Plan means this 1997 Share Option Plan, as amended from time to time;

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(v)       Subscription Price means the amount payable on an exercise of an Option;

(w)      Subsidiary means a subsidiary of the Corporation as determined under the Canada Business Corporations Act;

(x)       Totally Disabled, with respect to an Employee or Officer, means that, solely because of disease or injury the Employee or Officer is deemed by a qualified physician selected by the Corporation to be unable to work at any occupation which the Employee or Officer is reasonably qualified to perform and, with respect to a Director, means that, solely because of disease or injury, the Director is deemed by a qualified physician selected by the Corporation to be unable to carry out his or her responsibilities on the Board; and

(y)        TSX means the Toronto Stock Exchange.

Interpretation

1.3                   A reference to a statute includes all regulations made thereunder, all amendments to the statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulations.

PART 2

SHARE OPTION PLAN

Eligibility

2.1                   Options to purchase unissued Common Shares may be granted from time to time under this Share Option Plan by the Board, on the recommendation of the Chief Executive Officer of the Corporation, to Directors, Officers and Employees.

Incorporation of Terms of Share Option Plan

2.2                   Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of each Option granted under this Share Option Plan.

Maximum Shares to be Allotted

2.3                   The maximum aggregate number of Common Shares that may be allotted for issuance under this Share Option Plan, is 2,454,456. No further Options may be granted under this Share Option Plan.

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PART 3

TERMS AND CONDITIONS OF OPTIONS

Subscription Price

3.1                   The Subscription Price per Common Share to be acquired on the exercise of an Option will be the closing price per share for the Common Shares on the TSX on the last trading day on such exchange before the Effective Date of the Option.

Term of Options

3.2                   The term of an Option will be such period after the Effective Date thereof, not exceeding 10 years, as the Board determines at the time of granting of the Option.

3.3                   Notwithstanding any other provision of this Share Option Plan, if the Expiry Date of any vested Option falls on, or within nine (9) Business Days immediately following, a date upon which an Optionee is prohibited from exercising such Option due to a black-out period or other trading restriction imposed by the Corporation, then the Expiry Date of such Option shall be deemed to be the tenth (10th) Business Day following the date the relevant black-out period or other trading restriction imposed by the Corporation is lifted, terminated or removed. For the purposes of this Share Option Plan, “Business Day” means any day other than a Saturday, Sunday or statutory or civic holiday in the City of Vancouver, British Columbia., and this Section 3.3 is to apply to any deemed Expiry Date determined under this Section 3.3 which itself falls within a black-out period or other trading restriction imposed by the Corporation. Notwithstanding any other provision in this Share Option Plan, the ten day period referred to in this Section may not be extended by the Board.

Vesting of Option Rights

3.4                   Except as otherwise provided pursuant to Section 3.5, Section 3.6 or Section 3.7, an Option may be exercised from time to time:

(a)       at any time after the first, second and third year of the term of the Option as to a total number of shares not exceeding 33 1/3% of the Optioned Shares in each such year, and

(b)       in addition, during any year of the term of the Option, as to a total number of shares not exceeding the number of Optioned Shares as to which the Option could have been exercised but was not exercised during the preceding year, whether pursuant to Section 3.4(a) or this Section 3.4(b).

Variation of Vesting Periods

3.5                   If the Board determines with respect to an Optionee that it is desirable to grant to the Optionee an Option for which the vesting of rights should be other than as provided in Section 3.4 or that it is desirable to alter the vesting periods of any particular

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Option, it may fix the vesting of that Option before or after its grant in such manner as it determines in its discretion.

3.6                   If there occurs an Accelerated Vesting Event each Option held by an Optionee may be exercised by the Optionee at any time or from time to time on or before the Expiry Date of the Option.

Limitation on Right to Exercise

3.7                   No Option may be exercised after the time at which the Optionee ceases to be either a Director, Officer or Employee (the “particular time”), except as follows:

(a)       an Option that would otherwise so cease to be exercisable by reason of the death of the Optionee at the particular time may be exercised by the personal representatives of the Optionee, from time to time no later than the earlier of the Expiry Date of the Option and two years after the particular time, as to a total number of shares not exceeding the number of shares as to which the Optionee did not exercise the Option before the particular time, including shares as to which pursuant to Section 3.4 or Section 3.5 the Optionee was at the particular time not yet entitled to exercise the Option;

(b)       an Option that would otherwise so cease to be exercisable by reason that the particular time is the effective time that the Optionee has Retired or become Totally Disabled may be exercised by the Optionee or, if the Optionee dies after the particular time, the personal representatives of the Optionee, from time to time no later than the earlier of the Expiry Date of the Option and five years after the particular time, as to a total number of shares not exceeding the number of shares as to which the Optionee did not exercise the Option before the particular time, including shares as to which pursuant to Section 3.4 or Section 3.5 the Optionee was at the particular time not yet entitled to exercise the Option;

(c)       an Option that would otherwise so cease to be exercisable by reason that, in circumstances in which neither Section 3.7 (a) nor Section 3.7(b) applies:

(i)        the particular time is the effective time that the Optionee ceases to be a Director; or

(ii)       the particular time:

(A)      is the effective time that the Optionee ceases to be an Officer or ceases to be an Employee, otherwise than by reason of a termination of office or employment for cause; and

(B)      is not a time immediately before which the office might have been terminated by the Corporation or a Subsidiary, or the employment terminated by the employer, for cause,

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may be exercised by the Optionee or, if the Optionee dies after the particular time, the personal representatives of the Optionee, from time to time no later than the earlier of the Expiry Date of the Option and a day that is 30 days after the particular time, as to a total number of shares not exceeding the number of shares as to which the Optionee was entitled to and did not exercise the Option immediately before the particular time.

Non Assignability

3.8                   Except as provided in Section 3.7, an Option may be exercised only by the Optionee to whom it is granted and will not be assignable.

Adjustment

3.9                   The number of Common Shares subject to an Option and the Subscription Price will be subject to adjustment as follows:

(a)       if the Common Shares are subdivided or consolidated after the Effective Date of an Option, or the Corporation pays to holders of Common Shares of record as of a date after the Effective Date of an Option a dividend payable in Common Shares:

(i)        the number of Common Shares which would be acquired on any exercise of the Option thereafter will be adjusted to the number of such shares that the Optionee would hold through the combined effect of such exercise and such subdivision, consolidation or stock dividend if the time of the subdivision or consolidation or the record date of such stock dividend had been immediately after the exercise;

(ii)       the Subscription Price will be adjusted in inverse proportion to the adjustment under subsection (i) in the number of Common Shares that may be acquired or such exercise,

and the number of such Common Shares referred to in Section 2.4 and considered as previously allotted for the purposes of applying Section 2.4 will be correspondingly adjusted;

(b)       if there is any capital reorganization, reclassification or other change or event affecting the Common Shares to which Section 3.9(a) does not apply, the Board will determine whether in the circumstances it is just and equitable that there be some alteration in the securities or other consideration to be acquired by Optionees on the exercise of Options then outstanding and will make such amendments to the Share Option Plan as the Board considers appropriate in the circumstances to ensure a just and equitable result;

(c)       the Corporation will not be required to issue any fractional share in satisfaction of its obligations hereunder or make any payment in lieu thereof.

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Disputes

3.10                 If any question arises at any time with respect to the Subscription Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in Section 3.8, such question will be conclusively determined by the Corporation’s auditor, or, if the auditor declines to so act, any other firm of chartered accountants in Vancouver, British Columbia that the Corporation may designate, and such auditor or other firm will have access to all appropriate records and its determination will be binding upon the Corporation and each Optionee.

PART 4

PROCEDURE

Option Commitment

4.1                   Upon the granting of an Option hereunder, any two of the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer of the Corporation will deliver to the Optionee an Option Commitment detailing the terms of the Option and upon such delivery the Optionee will be a participant in this Share Option Plan and have the right to purchase the Optioned Shares at the Subscription Price set out therein, subject to the terms of this Share Option Plan.

4.2                   Upon the occurrence of an event to which Section 3.9 applies, any two of the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer of the Corporation may, and if so directed by the Board will, deliver to any Optionee with respect to any Option a revised Option Commitment, identified as such, with respect to shares as to which the Option has not been exercised, reflecting the application of Section 3.9 by reason of that event.

Manner of Exercise

4.3                   An Optionee being entitled to and wishing to exercise an Option may do so only by delivering to the Corporation at its head office:

(a)       a written notice addressed to the Corporation specifying the number of Optioned Shares being acquired pursuant to the Option; and

(b)       a certified cheque or bank draft payable to the Corporation for the aggregate Subscription Price for the Optioned Shares being acquired.

Share Certificates

4.4                   Upon an exercise of an Option the Corporation will direct its transfer agent to issue a share certificate to an Optionee for the appropriate number of Optioned Shares not later than five days thereafter.

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PART 5

GENERAL PROVISIONS

Effective Date and Implementation of Plan

5.1                   This Share Option Plan is being adopted under, and will become effective at the “Effective Time” specified in, the Plan of Arrangement under which the Corporation acquires its assets and thereafter carries on business as successor to Ballard Power Systems Inc., corporation number 248019-1 (“Old Ballard”). As contemplated under the Plan of Arrangement, Options will be issued at the Effective Time hereunder having the same terms as the options issued by Old Ballard and outstanding immediately prior to the Effective Time, including the number of shares which may acquired upon exercise thereof, the Subscription Price, and terms and conditions of vesting and the Expiry Date.

Notwithstanding any other provision of this Share Option Plan, Options which are issued at the Effective Time to persons whose employment was transferred by Old Ballard to AFCC Automotive Fuel Cell Cooperation Corp. (“AFCC”) on January 31, 2008 shall remain in force and will be subject to, and may be exercised by each such person in accordance with, the terms of this Share Option Plan for so long as such person is employed by AFCC. For the purposes of the Options held by such persons, “Employee” shall be read to include such persons for so long as they remain employed by AFCC and “Subsidiary” shall be read to include AFCC.

Administration

5.2                   Subject to such limitations as may from time to time be imposed by the Board, the Chief Executive Officer will be responsible for the general administration of this Share Option Plan, the proper execution of its provisions, the interpretation of this Share Option Plan and the determination of all questions arising pursuant to this Share Option Plan, and without limiting the generality of the foregoing, the Chief Executive Officer will have the power to grant Options pursuant to this Share Option Plan and allot Common Shares for issuance on the exercise of Options.

Limitations on Issue

5.3                   The number of Common Shares reserved for issue to any person under this Share Option Plan may not exceed 5% of the Outstanding Issue.

5.4                   In addition to the limitation set out in Section 5.3, the number of Common Shares that may be issued or reserved for issuance under this Share Option Plan and any other Share Compensation Arrangement:

(a)       to Insiders, may not exceed 10% of the Outstanding Issue at that time; and

(b)       to any Insider and his or her associates, within a one-year period, may not exceed 5% of the Outstanding Issue at that time.

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5.5                   For the purposes of Section 5.4, Common Shares issuable to an Insider pursuant to an Option or other entitlement that was granted before the person became an Insider will be excluded in determining the number of Common Shares issuable to Insiders.

Amendment

5.6                   Without limiting the generality of the foregoing and notwithstanding any other section of this Share Option Plan, unless specifically required by any stock exchange or regulatory authority, the Board may make any of the following amendments to this Share Option Plan and/or any Option previously granted without obtaining shareholder approval:

(a)       amendments to the definitions within this Share Option Plan and other amendments of a clerical nature;

(b)       amendments to any provisions relating to the granting or exercise of Options, including but not limited to provisions relating to the term, termination, amount and payment of the price of the Option, vesting period, expiry or adjustment of Options, provided that, without shareholder approval, such amendment does not entail:

(i)        a change in the number or percentage of Common Shares reserved for issuance under this Share Option Plan;

(ii)       a reduction of the price of an Option, or the cancellation and reissue of Options;

(iii)      an extension beyond the original Expiry Date of an Option held by any Optionee;

(iv)      an increase to the maximum number of Common Shares that may be

(A) issued to Insiders within a one-year period, or

(B) issuable to Insiders at any time,

under Share Compensation Arrangements, which could exceed 10% of the Corporation's Outstanding Issue;

(v)       permitting Options to be transferable or assignable other than for normal course estate settlement purposes; or

(vi)      a change to the amendment provisions of this Share Option Plan;

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(c)       the addition or amendment of terms relating to the provision of financial assistance to Optionees or resulting in Optionees receiving any securities of the Corporation, including pursuant to a cashless exercise feature;

(d)       any amendment in respect of the persons eligible to participate in the Plan, provided that, without shareholder approval, such amendment does not permit non-employee directors to re-gain participation rights under this Share Option Plan at the discretion of the Board if their eligibility to participate had previously been removed or increase limits previously imposed on non-employee director participation;

(e)       such amendments as are necessary for the purpose of complying with any changes in any relevant law, rule, regulation, regulatory requirement or requirement of any applicable stock exchange or regulatory authority; or

(f)        amendments to correct or rectify any ambiguity, defective provision, error or omission in this Share Option Plan or in any agreement to purchase Options.

Governing Law

5.7                   This Share Option Plan will be construed in accordance with and the rights of the Corporation and each Optionee will be governed by the laws of British Columbia and the laws of Canada applicable therein.

Notice

5.8                   Each notice, demand or communication required or permitted to be given under this Share Option Plan will be in writing and will be delivered to the person to whom it is addressed, and the date of delivery of such notice, demand or communication will be the date of receipt by the addressee.

No Other Rights

5.9                   Nothing contained in this Share Option Plan and no grant of Options pursuant to this Share Option Plan will confer upon any Optionee any right to be retained as an Employee, Officer or Director of the Corporation or a Subsidiary. For greater certainty, a period of notice, if any, or payment in lieu thereof, upon termination of employment, wrongful or otherwise, shall not be considered as extending the period of employment for purposes of this Share Option Plan. Participation in this Share Option Plan by an Optionee will be voluntary. Options are not Common Shares, and the grant of Options to an Optionee does not entitle such Optionee to any rights as a shareholder of the Corporation.

No Representation or Warranty

The Corporation makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of this Share Option Plan.

EX-4.6

EXHIBIT 4.6

BALLARD POWER SYSTEMS INC.

2003 SHARE DISTRIBUTION PLAN

Effective as of December 31, 2008

PART 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1 In this Share Distribution Plan:

(a) Associate means the board of directors of the Corporation;has the meaning ascribed thereto in the Securities Act (British Columbia);

(b) Board means the board of directors of the Corporation;

(c) Common Shares means common shares in the capital of the Corporation;

(d) Corporation means Ballard Power Systems Inc.;

(e) Director means a director of the Corporation or former director of the Corporation;

(f) DSU means a notional unit equal in value to that of a Common Share, which is not payable until the earlier of retirement, termination, resignation or death of the Director or Eligible Executive, or as otherwise provided in the DSU Plan for Directors or in the DSU Plan for Executive Officers;

(g) DSU Plan for Directors means the Corporation’s Deferred Share Unit Plan for Directors, as approved by the Board;

(h) DSU Plan for Executive Officers means the Corporation’s Deferred Share Unit Plan for Eligible Executives, as approved by the Board;

(i) Effective Date means the date this Share Distribution Plan becomes effective as determined under §3.1;

(j) Effective Time has the meaning specified in the Plan of Arrangement under which the Corporation acquires its assets and thereafter caries on business as successor to Old Ballard;

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(k) Eligile Executive means such executive officer of the Corporation as the Board may designate from time to time as eligible to participate in the Deferred Share Unit Plan for Executive Officers;

(l) Employee means a part-time or full-time employee (including officers, whether or not directors) of the Corporation or of a Subsidiary or any former part-time or full-time employee (including officers, whether or not directors) of the Corporation or of a subsidiary;

(m) Insider means

(i) an insider of the Corporation as defined in the Securities Act (British Columbia), other than a person who is such an insider solely by virtue of being a director or senior officer of a Subsidiary, and

(ii) an Associate of a person who is an Insider by virtue of §(i);

(n)       Old Ballard means Ballard Power Systems Inc., corporation number 248019-1;

(o)       Officer means an individual who is an officer of the Corporation and any of its Subsidiaries;

(p)       Outstanding Issue means the number of Common Shares outstanding on a non-diluted basis;

(q)       Regulatory Approval means the approval of the Toronto Stock Exchange and every other stock exchange or securities regulatory agency whose approval is required in the circumstances;

(r)        RSU means a right granted by the Corporation to an Employee to receive, on a deferred payment basis, Common Shares on the terms and conditions as provided in the RSU Plan;

(s)       RSU Plan means the Corporation’s Restricted Share Unit Plan, as approved by the Board;

(t)        Share Compensation Arrangement means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of shares to any director, officer or employee of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guaranty or otherwise;

(u)       Share Distribution Plan means this Share Distribution Plan, as amended from time to time;

(v)       Subsidiary means a subsidiary of the Corporation as determined under the Canada Business Corporations Act; and

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(w)      a reference to a statute includes all regulations made thereunder, all amendments to the statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulations.

PART 2

SHARE DISTRIBUTION PLAN

Purpose of Share Distribution Plan

2.1                   The general purpose of this Share Distribution Plan is to conserve the Corporation’s cash reserves by providing equity incentives to our continuing Employees and Directors that would otherwise be paid in cash. Specifically, the Share Distribution Plan is used to:

(a)       annually recognize contributions made by Employees in accordance with the Corporation’s Bonus Plan;

(b)       satisfy Directors’ annual retainers, including any redemption of DSUs issued pursuant to the DSU Plan for Directors;

(c)       enable the Corporation to satisfy any redemption of DSUs issued pursuant to the DSU Plan for Executive Officers;

(d)       enable the Corporation to satisfy any redemption of RSUs issued pursuant to the RSU Plan;

(e)       enable the Corporation to attract key Employees to the Corporation by issuing Common Shares as a signing bonus; and

(f)        enable the Corporation to settle contractual amounts payable as a result of termination or statutory severance payments owing to Employees.

Eligibility

2.2                   The Board may issue Common Shares under this Share Distribution Plan to Employees and Directors for no cash consideration, provided that such issuance falls within the purposes set out in §2.1, based on the recommendation of the Management, Development, Nominating & Compensation Committee and the Chief Executive Officer.

Maximum Shares to be Issued

2.3                   The maximum number of Common Shares that may be issued under this Share Distribution Plan is 7,050,000.

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Determination of Issue Price

2.4                   The issue price of the Common Shares granted under this Share Distribution Plan will be not less than the last closing price per share for the Common Shares on the Toronto Stock Exchange or the Nasdaq National Market on the date that the Board approves the issuance of the Common Shares, or as otherwise determined by the Board.

Adjustment

2.5                   The number of Common Shares which may be issued under this Share Distribution Plan will be subject to adjustment in the events and in the manner following:

(a)       if the Common Shares are subdivided or consolidated after the Effective Date, or the Corporation pays to holders of Common Shares of record as of a date after the Effective Date a dividend payable in Common Shares, the number of Common Shares which may be issued under this Share Distribution Plan will be adjusted to the number of such shares that may be issued through the combined effect of such exercise and such subdivision, consolidation or stock dividend if the time of the subdivision or consolidation or the record date of such stock dividend had been immediately after the issue of such shares, and the remaining number of shares referred to in §2.3 which may be issued will be correspondingly adjusted; and

(b)       if there is any capital reorganization, reclassification or other change or event affecting the Common Shares to which §(a) does not apply, the Board will determine whether in the circumstances it is just and equitable that there be some alteration in the number and kind of shares issuable under this Share Distribution Plan and will make such amendments to the Share Distribution Plan as the Board considers appropriate in the circumstances.

Transferred Employees

2.6                   Notwithstanding any other provision of this Share Distribution Plan, the Corporation may satisfy any redemption of RSUs issued to any person whose employment was transferred by Old Ballard to AFCC Automotive Fuel Cell Cooperation Corp. (“AFCC”) on January 31, 2008, in accordance with the terms of this Share Distribution Plan for so long as such person is employed by AFCC and, for the purpose of giving effect to this §2.6, “Employee” shall be read to include such person for so long as he or she remains employed by AFCC and “Subsidiary” shall be read to include AFCC.

PART 3

EFFECTIVE DATE OF THE SHARE DISTRIBUTION PLAN

3.1 This Share Distribution Plan will become effective at the Effective Time.

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Administration

3.2                   Subject to such limitations as may from time to time be imposed by the Board and subject to the terms of the DSU Plan for Directors, the DSU Plan for Executive Officers and the RSU Plan, the Chief Executive Officer will be responsible for the general administration of this Share Distribution Plan, the proper execution of its provisions, the interpretation of this Share Distribution Plan and the determination of all questions arising pursuant to this Share Distribution Plan, and without limiting the generality of the foregoing, the Chief Executive Officer, with prior authorization from the Board, will have the power to allot Common Shares for grant under this Share Distribution Plan.

Limitations on Issue

3.3                   The number of Common Shares that may be reserved for issuance or issued under this Share Distribution Plan and any other Share Compensation Arrangement

(a) to Insiders, may not exceed 10% of the Outstanding Issue at that time, and

(b) to any Insider and his or her Associates, within a one-year period, may not exceed 5% of the Outstanding Issue at that time.

Specific Limitations on Issue under the Share Distribution Plan

3.4                   In addition to the limitations set out in §3.3, the number of Common Shares that may be reserved for issuance or issued under this Share Distribution Plan to the Directors (other than Directors that are also Officers) will not exceed 200,000 Common Shares in the aggregate, subject to adjustment in accordance with §2.5.

Amendment

3.5                   Without limiting the generality of the foregoing and notwithstanding any other section of this Share Distribution Plan, unless specifically required by any stock exchange or regulatory authority, the Board may make any of the following amendments to this Share Distribution Plan without obtaining shareholder approval:

(a)       amendments to the definitions within this Share Distribution Plan and other amendments of a clerical nature;

(b)       amendments to any provisions relating to the issuance of Common Shares under this Share Distribution Plan, provided that, without shareholder approval, such amendment does not entail:

(i) a change in the number or percentage of Common Shares reserved for issuance under this Share Distribution Plan;

(ii) a reduction of the issue price of the Common Shares issued under this Share Distribution Plan or the cancellation and reissue of Common Shares;

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(iii) an increase to the maximum number of Common Shares that may be

(A) issued to Insiders within a one-year period, or

(B) issuable to Insiders at any time,

under Share Compensation Arrangements, which could exceed 10% of the Corporation's Outstanding Issue; or

(iv) a change to the amendment provisions of this Share Distribution Plan;

(c) any amendment in respect of the persons eligible to participate in this Share Distribution Plan, provided that, without shareholder approval, such amendment does not permit non-employee directors to re-gain participation rights under this Share Distribution Plan at the discretion of the Board if their eligibility to participate had previously been removed or increase limits previously imposed on non-employee director participation;

(d) such amendments as are necessary for the purpose of complying with any changes in any relevant law, rule, regulation, regulatory requirement or requirement of any applicable stock exchange or regulatory authority; or

(e) amendments to correct or rectify any ambiguity, defective provision, error or omission in the Plan or in any Option Agreement.

Governing Law

3.6                   This Share Distribution Plan will be construed in accordance with the laws of British Columbia and the laws of Canada applicable therein.

Notice

3.7                   Each notice, demand or communication required or permitted to be given under this Share Distribution Plan will be in writing and will be delivered to the person to whom it is addressed, and the date of delivery of such notice, demand or communication will be the date of receipt by the addressee.

Tax Consequences

3.8                   Subject to applicable tax laws, all Common Shares issued to Employees and Directors will be taxable as income in the year in which the Common Shares are received. If any taxes are required by law to be withheld, the Corporation will have the right to withhold any such amount from the Employee or Director’s remuneration. Each Employee or Director is responsible for all income tax liability arising from any issuance of Common Shares under this Share Distribution Plan.

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Employment

3.9                   Nothing contained in this Share Distribution Plan will confer upon any Employee any right with respect to employment or continuance of employment with the Corporation or a Subsidiary, or interfere in any way with the right of the Corporation or a Subsidiary to terminate the Employee’s employment at any time. Participation in this Share Distribution Plan by an Employee will be voluntary. The payment of any sum of money in lieu of notice of the termination of employment will not be considered as extending the period of employment for the purposes of this Share Distribution Plan.

EX-4.7

EXHIBIT 4.7

BALLARD POWER SYSTEMS INC.

2000 SHARE DISTRIBUTION PLAN

Effective as of December 31, 2008

PART 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1 In this Share Distribution Plan:

(a) Associate has the meaning ascribed thereto in the Securities Act (British Columbia);

(b) Board means the board of directors of the Corporation;

(c) Common Shares means common shares in the capital of the Corporation;

(d) Corporation means Ballard Power Systems Inc.;

(e) Director means a director of the Corporation;

(f) Effective Date means the date this Share Distribution Plan becomes effective as determined under §3.1;

(g) Effective Time means has the meaning specified in the Plan of Arrangement under which the Corporation acquires its assets and thereafter caries on business as successor to Old Ballard;

(h) Employee means a full-time employee (including officers, whether or not directors) of the Corporation or of a Subsidiary;

(i) Insider means

(i) an insider of the Corporation as defined in the Securities Act (British Columbia), other than a person who is such an insider solely by virtue of being a director or senior officer of a Subsidiary, and

(ii) an Associate of a person who is an Insider by virtue of §(i);

(j) Officer means an individual who is an officer of the Corporation;

(k) Old Ballard means Ballard Power Systems Inc., corporation number 248019-1;

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(l) Outstanding Issue means the number of Common Shares outstanding on a non-diluted basis;

(m) Regulatory Approval means the approval of The Toronto Stock Exchange and every other stock exchange or securities regulatory agency whose approval is required in the circumstances;

(n) Share Compensation Arrangement means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of shares to any director, officer or employee of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guaranty or otherwise;

(o) Share Distribution Plan means this 2000 Share Distribution Plan, as amended from time to time;

(p) Subsidiary means a subsidiary of the Corporation as determined under the Canada Business Corporations Act; and

(q) a reference to a statute includes all regulations made thereunder, all amendments to the statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulations.

PART 2

SHARE DISTRIBUTION PLAN

Purpose of Share Distribution Plan

2.1                    The purpose of this Share Distribution Plan is to recognize contributions made by full-time Employees and Directors and to provide for an incentive for their continuing relationship with the Corporation and its Subsidiaries.

Eligibility

2.2                    Common Shares may be issued as a discretionary bonus and for no cash consideration under this Share Distribution Plan by the Board, on the recommendation of the Chief Executive Officer, to Employees and Directors.

Maximum Shares to be Issued

2.3                    The maximum number of Common Shares that may be issued under this Share Distribution Plan is 500,000.

Adjustment

2.4                    The number of Common Shares which may be issued under this Share Distribution Plan will be subject to adjustment in the events and in the manner following:

 

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(a)       if the Common Shares are subdivided or consolidated after the Effective Date, or the Corporation pays to holders of Common Shares of record as of a date after the Effective Date a dividend payable in Common Shares, the number of Common Shares which may be issued under this Share Distribution Plan will be adjusted to the number of such shares that may be issued through the combined effect of such exercise and such subdivision, consolidation or stock dividend if the time of the subdivision or consolidation or the record date of such stock dividend had been immediately after the issue of such shares, and the remaining number of shares referred to in §2.3 which may be issued will be correspondingly adjusted; and

(b)       if there is any capital reorganization, reclassification or other change or event affecting the Common Shares to which §(a) does not apply, the Board will determine whether in the circumstances it is just and equitable that there be some alteration in the number and kind of shares issuable under this Share Distribution Plan and will make such amendments to the Share Distribution Plan as the Board considers appropriate in the circumstances.

PART 3

GENERAL PROVISIONS

Effective Date of Plan

3.1                    This Share Distribution Plan will become effective at the Effective Time.

Administration

3.2                    Subject to such limitations as may from time to time be imposed by the Board, the Chief Executive Officer will be responsible for the general administration of this Share Distribution Plan, the proper execution of its provisions, the interpretation of this Share Distribution Plan and the determination of all questions arising pursuant to this Share Distribution Plan, and without limiting the generality of the foregoing, the Chief Executive Officer will have the power to allot Common Shares for grant under this Share Distribution Plan.

Limitations on Issue

3.3                    The number of Common Shares that may be issued under this Share Distribution Plan and any other Share Compensation Arrangement

(a)       to Insiders of the Corporation, may not exceed 10% of the Outstanding Issue at that time, and

(b)       to any Insider and his or her Associates, within a one-year period, may not exceed 5% of the Outstanding Issue at that time.

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Amendment

3.4                   Subject to Regulatory Approval, the Board may amend, suspend, terminate or discontinue this Share Distribution Plan, or revoke or alter any action taken pursuant to this Share Distribution Plan.

Governing Law

3.5                   This Share Distribution Plan will be construed in accordance with the laws of British Columbia and the laws of Canada applicable therein.

Notice

3.6                   Each notice, demand or communication required or permitted to be given under this Share Distribution Plan will be in writing and will be delivered to the person to whom it is addressed, and the date of delivery of such notice, demand or communication will be the date of receipt by the addressee.

Employment

3.7                   Nothing contained in this Share Distribution Plan will confer upon any Employee any right with respect to employment or continuance of employment with the Corporation or a Subsidiary, or interfere in any way with the right of the Corporation or a Subsidiary to terminate the Employee’s employment at any time. Participation in this Share Distribution Plan by an Employee will be voluntary.

EX-4.8

EXHIBIT 4.8

BALLARD POWER SYSTEMS INC.

DEFERRED SHARE UNIT PLAN FOR DIRECTORS

OF BALLARD POWER SYSTEMS INC.

Effective as of December 31, 2008

SECTION 1

GENERAL PROVISIONS

1.1 Purpose

The purpose of the Plan is to provide certain discretionary compensation (as determined by the Corporation), including compensation to satisfy Annual Retainers payable to Directors by enabling Directors to participate in any increase in the value of the Corporation as evidenced by the increase in value of the Shares. In addition, the Corporation wishes to promote a greater alignment of interests between Directors of the Corporation and the shareholders.

1.2 Share Distribution Plan

Unless otherwise determined by the Board, the Share Distribution Plan will be used to satisfy Deferred Share Units that are redeemed for Shares.

1.3 Definitions

As used in the Plan, the following terms have the respective meanings:

“Annual Retainer” for a particular Director means either

(i) the aggregate of the annual retainer (including any additional amounts payable for serving as lead Director or committee Chair or member of the Audit Committee) and the Attendance Fee, payable to that Director, or

(ii) the annual retainer (which may include any additional amounts payable for serving as lead Director or committee Chair or member of the Audit Committee), payable to that Director,

as determined by the Board;

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“Applicable Withholding Tax” has the meaning set forth in section 2.5.3;

“Attendance Fee” means, for any 12-month period, amounts payable to a Director as a Board meeting attendance fee or a committee meeting attendance fee;

“Board” means the Board of Directors of the Corporation;

"Code" means the United States Internal Revenue Code of 1986, as amended;

“Committee” means the Corporate Governance Committee of the Board, or any other persons designated by the Board;

“Corporation” means Ballard Power Systems Inc.;

“Deferred Share Unit” means a right granted by the Corporation to an Eligible Person to receive, on a deferred payment basis, a Share on the terms contained in the Plan;

“Director” means a member of the Board of the Corporation;

“Eligible Person” means any director of the Corporation who is not an officer of the Corporation and who elects to participate in the Plan; it being understood that for the purposes of this Plan, the Chairman of the Board shall not be considered to be an officer of the Corporation;

“Eligible Remuneration” means all discretionary amounts payable to an Eligible Person by the Corporation as determined by the Board in its sole and absolute discretion, including all or part of amounts payable in satisfaction of the Annual Retainer payable to an Eligible Person or in satisfaction of rights or property surrendered by an Eligible Person to the Corporation; it being understood that the amount of Eligible Remuneration payable to any Eligible Person may be calculated by the Board in a different manner than Eligible Remuneration payable to another Eligible Person;

“Fair Market Value” means not less than the closing sale price per Share at which Shares are traded on the TSX or on NASDAQ on the relevant date. If the Shares are not listed on the TSX or NASDAQ, the Fair Market Value will be the value established by the Board based on the average of the closing prices per Share on any other public exchange on which the Shares are listed, or if the Shares are not listed on any public exchange, by the Board based on its determination of the fair value of the Shares;

“Filing Date” has the meaning given to that term in section 2.6.1.1;

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“NASDAQ” means the Nasdaq National Market;

“Plan” means this Deferred Share Unit Plan for Directors of the Corporation, as amended from time to time;

“Remuneration Period” means the period commencing on the date on which Directors are elected at the annual meeting of shareholders of the Corporation and ending on the next succeeding annual meeting, or where the context requires, any portion of such period;

“Share” means a common share in the capital of the Corporation;

“Share Distribution Plan” means the 2003 Share Distribution Plan of the Corporation, as approved by the Board from time to time;

“Terminated Service” means that an Eligible Person has, except as a result of death, ceased to be a director of the Corporation, provided, however that for U.S. Directors it means the U.S. Director has, except as a result of death, experienced a "Separation from Service" as defined under Code Section 409A and applicable regulations;

“TSX” means The Toronto Stock Exchange; and

“U.S. Director” means a Director whose benefit under the Plan is subject to U.S. federal income tax.

1.4 Effective Date and Implementation of Plan of Arrangement

The Plan is being adopted under, and will become effective at the “Effective Time” specified in the plan of arrangement (the “Plan of Arrangement”) under which the Corporation acquires its assets and thereafter caries on business as successor to Ballard Power Systems Inc., corporation number 248019-1 (“Old Ballard”). As required by the Plan of Arrangement, the Corporation will at the Effective Time, in addition to any other grant of Deferred Share Units under this Plan, issue to each person, in respect of each deferred share unit that was granted to the person by Old Ballard under Old Ballard's Deferred Share Unit Plan for Directors and which was cancelled for no consideration under the Plan of Arrangement, one Deferred Share Unit on terms substantially identical, mutatis mutandis, to the terms of the cancelled deferred share unit.

1.5 Administration

The Board will, in its sole and absolute discretion, but subject to applicable corporate, securities and tax law requirements: (i) interpret and administer the Plan, (ii) establish, amend and rescind any rules and regulations relating

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to the Plan, and (iii) make any other determinations that the Board deems necessary or desirable for the administration of the Plan. The Board may correct any defect or any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Board deems, in its sole and absolute discretion, necessary or desirable. Any decision of the Board in the interpretation and administration of the Plan will be final, conclusive and binding on all parties concerned. All expenses of administration of the Plan will be borne by the Corporation.

1.6 Annual Election

1.6.1 Non-U.S. Directors

Each Eligible Person who is not a U.S. Director may elect, with respect to a Remuneration Period, to be paid a percentage (from zero to one hundred percent) of his or her Eligible Remuneration that represents the Annual Retainer, net of any Applicable Withholding Taxes, in Deferred Share Units, with the balance, if any, being paid in Shares. The election must be completed, signed and delivered to the Corporation:

(i) subject to (iii), for the Remuneration Period from the Effective Date of the Plan until the next annual meeting of shareholders of the Corporation, within 30 days of the Effective Date of the Plan, in which case the election will only apply to the portion of the Annual Retainer payable with respect to services rendered no earlier than 30 days after the delivery of the election,

(ii) subject to (iii), for any other Remuneration Period, by April 15 of each year, in which case the election will apply to all amounts of the Annual Retainer payable with respect to services rendered during the entire Remuneration Period, and

(iii) for an Eligible Person who is not a U.S. Director and who was not an Eligible Person either on the Effective Date of the Plan or on April 15 of a particular year, within 30 days of becoming an Eligible Person, in which case the election will only apply to the portion of the Annual Retainer payable with respect to services rendered no earlier than 30 days after the delivery of the election.

If no election is made in respect of a particular calendar year, the new or existing Eligible Person who is not a U.S. Director will receive the Eligible Remuneration in Shares.

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1.6.2 U.S. Directors

Each Eligible Person who is a U.S. Director may elect, with respect to a Remuneration Period, to be paid a percentage (from zero to one hundred percent) of his or her Eligible Remuneration that represents the Annual Retainer, net of any Applicable Withholding Taxes, in Deferred Share Units, with the balance, if any, being paid in Shares. The election must be completed, signed and delivered to the Corporation

(i) subject to (ii), for any Remuneration Period, by December 31 of each year, in which case the election will apply to all amounts of the Annual Retainer payable with respect to services rendered during the following calendar year, notwithstanding the fact that services rendered during the latter portion of the calendar year are rendered in a subsequent fiscal year. When a an Eligible Person who is a U.S. Director makes an election relating to shares or deferred share units for a period of performance for which the Corporation has not yet determined the total number of shares and/or deferred share units that will be payable as compensation to that Eligible Person for the period in question, the Eligible Person’s election must specify the percentage of compensation that the Eligible Person elects to receive in shares and the percentage of compensation that the Eligible Person elects to receive in deferred share units, and the Corporation will apply the percentages set out in the election to the compensation at the time that the Corporation determines the number of shares or deferred share units that will be payable during the performance period for which the election is made, and

(ii) for an Eligible Person who is a U.S. Director and who was not an Eligible Person either on the Effective Date of the Plan or on December 31 of a particular year and who has not previously participated in this Plan or any other plan that is required to be aggregated with this Plan for purposes of Section 409A of the Code, within 30 days of becoming an Eligible Person, in which case the election will only apply to the portion of the Annual Retainer payable with respect to services rendered no earlier than 30 days after the delivery of the election. If no election is made in respect of a particular calendar year, the new or existing Eligible Person will receive the Eligible Remuneration in Shares.

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1.7 Delegation

The Board may, to the extent permitted by law, delegate any of its responsibilities under the Plan and powers related thereto to the Committee or to one or more officers of the Corporation and all actions taken and decisions made by the Committee or by such officers in this regard shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Corporation, the Eligible Person, and, if applicable, the estate or legal representative of the Eligible Person.

SECTION 2

AWARDS UNDER THE PLAN

2.1 Determination of Deferred Share Units

Subject to terms of the Plan and any rules, approvals and conditions as the Board may impose, an Eligible Person may elect to receive his or her Eligible Remuneration in the form of Deferred Share Units. Deferred Share Units pursuant to the Plan will be credited to an account maintained for each Eligible Person by the Corporation twice a year in March and September or as otherwise determined by the Corporation. The number of Deferred Share Units (including fractional Deferred Share Units, computed to three digits) to be credited to an Eligible Person will be determined on the date approved by the Board by dividing the amount of the Eligible Remuneration to be deferred into Deferred Share Units by the Fair Market Value per Share on that date.

2.2 Determination of Deferred Share Units during Blackout

In the event the Board approves the issue of Deferred Share Units as contemplated by Section 2.1 of this Plan at a meeting of the Board that occurs during a trading blackout imposed by the Corporation pursuant to the terms of the Corporation's trading policy (the "Blackout"), the number of Deferred Share Units (including fractional Deferred Share Units, computed to three digits) to be credited to an Eligible Person will be determined on the date that the Blackout is lifted by dividing the amount of the Eligible Remuneration to be deferred into Deferred Share Units by the Fair Market Value per Share on the date that the Blackout is lifted.

2.3 Dividend Equivalents

On any date on which a dividend is paid on Shares, an Eligible Person’s account will be credited with the number of Deferred Share Units (including fractional Deferred Share Units, computed to three digits) calculated by (i)

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multiplying the amount of the dividend per Share by the aggregate number of Deferred Share Units that were credited to the Eligible Person’s account as of the record date for payment of the dividend, and (ii) dividing the amount obtained in (i) by the Fair Market Value on the date on which the dividend is paid.

2.4 Eligible Person’s Account

A written confirmation of the balance in each Eligible Person’s account will be sent by the Corporation to the Eligible Person upon request of the Eligible Person.

2.5 Adjustments and Reorganizations

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off or other distribution of Corporation assets to shareholders, or any other change in the capital of the Corporation affecting Shares, the Board, in its sole and absolute discretion, will make, with respect to the number of Deferred Share Units outstanding under the Plan, any proportionate adjustments as it considers appropriate to reflect that change.

2.6 Termination of Service

2.6.1 Non-U.S. Directors

2.6.1.1 An Eligible Person who is not a U.S. Director and who has Terminated Service may receive Shares in respect of the Deferred Share Units credited to the Eligible Person’s account (determined in accordance with section 2.6.1.2) by filing with the Secretary of the Corporation a notice of redemption in the form prescribed from time to time by the Corporation on or before December 15 of the first calendar year commencing after the date of the Eligible Person’s Terminated Service. If the Eligible Person fails to file such notice on or before that December 15, the Eligible Person will be deemed to have filed with the Secretary of the Corporation a notice of redemption on that December 15. The date on which a notice is filed or deemed to be filed with the Secretary of the Corporation is the “Filing Date”. The Corporation shall have the discretion to defer the Filing Date to any other date if such deferral is, in the sole opinion of the Corporation, desirable to ensure compliance with section 3.3.

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2.6.1.2 The notice filed by the Eligible Person who is not a U.S. Director will specify that the Eligible Person desires to receive a Share for each Deferred Share Unit (net of any Applicable Withholding Tax). The Corporation shall issue one Share for each whole Deferred Share Unit to the Eligible Person. Such payment shall be made by the Corporation as soon as reasonably possible following the Filing Date. In no event will payment be made later than December 31 of the first calendar year commencing after the Eligible Person has Terminated Service. Fractional Shares shall not be issued, and where an Eligible Person would be entitled to receive a fractional Share in respect of any fractional Deferred Share Unit, the Corporation shall pay to such Eligible Person, in lieu of such fractional Share, cash equal to the Fair Market Value of such fractional Share, calculated as at the day before such payment is made.

2.6.1.3 In the event of the death of an Eligible Person who is not a U.S. Director, the Corporation will, within two months of the Eligible Person’s death, issue one Share for each whole Deferred Share Unit credited to the deceased Eligible Person’s account (net of any Applicable Withholding Tax) to or for the benefit of the legal representative of the Eligible Person. Fractional Shares shall not be issued, and where the legal representative would be entitled to receive a fractional Share in respect of any fractional Deferred Share Unit, the Corporation shall pay to such legal representative, in lieu of such fractional Share, cash equal to the Fair Market Value of such fractional Share, calculated as at the day before such payment is made.

2.6.1.4 If an Eligible Person who is not a U.S. Director dies after the Eligible Person has Terminated Service but before filing a notice of redemption with the Corporate Secretary of the Corporation, section 2.6.1.3 will apply provided that, in no event will payment be made later than December 31 of the first calendar year commencing after the Eligible Person has Terminated Service.

2.6.2 U.S. Directors

2.6.2.1 In the event that an Eligible Person who is a U.S. Director has Terminated Service, the Corporation will issue one Share for each whole Deferred Share Unit credited to the Eligible Person’s account (net of any Applicable Withholding Tax) to

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the Eligible Person. Except as otherwise provided herein and subject to section 3.3, such payment shall be made by the Corporation as soon as reasonably possible (but in all events within ninety days) following the first date on which the Eligible Person has Terminated Service. Notwithstanding the foregoing, if an Eligible Person who is a U.S. Director is, at the commencement of Terminated Service, a Specified Employee, then the payment (delivery of Shares) will be delayed at least six (6) months following such commencement of Terminated Service and will occur on the first business day following the expiration of that six (6) month period. For this purpose, Specified Employee means an individual who is a specified employee for purposes of Section 1.409A-1(i) of the Treasury Regulations, as determined in accordance with such regulations under the rules and procedures set forth in the separate document entitled "Ballard Power Systems Inc. Specified Employee Determination". Fractional Shares shall not be issued, and where the Eligible Person would be entitled to receive a fractional Share in respect of any fractional Deferred Share Unit, the Corporation shall pay to such Eligible Person (on the same date on which Shares are delivered, as described above), in lieu of such fractional Share, cash equal to the Fair Market Value of such fractional Share, calculated as at the day before such payment is made.

2.6.2.2 In the event of the death of an Eligible Person who is a U.S. Director, the Corporation will issue one Share for each whole Deferred Share Unit credited to the deceased Eligible Person’s account (net of any Applicable Withholding Tax) to or for the benefit of the legal representative of the Eligible Person. Subject to section 3.3, such payment shall be made by the Corporation as soon as reasonably possible (but in all cases within ninety days) following the date of death of the Eligible Person. Fractional Shares shall not be issued, and where the legal representative would be entitled to receive a fractional Share in respect of any fractional Deferred Share Unit, the Corporation shall pay to such legal representative, in lieu of such fractional Share, cash equal to the Fair Market Value of such fractional Share, calculated as at the day before such payment is made.

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2.6.3 Applicable Withholding Tax

The Corporation shall be authorized to deduct such taxes and other amounts as it may be required by law to withhold, in such manner as it determines (“Applicable Withholding Tax”). The Corporation may require Eligible Persons to deliver undertakings to, or indemnities in favour of, the Corporation respecting the payment by such Eligible Persons of applicable income or other taxes.

2.7 Eligibility to be in the Total Discretion of the Board

No Director shall have any right or entitlement to be selected or designated as an Eligible Person by the Board. The selection or designation of any Director shall be in the sole and absolute discretion of the Board and any decision of the Board shall be final, binding and conclusive on all parties concerned.

SECTION 3

GENERAL

3.1 Transferability of Awards

An Eligible Person may not assign any Deferred Share Unit or any other right, benefit or interest in this Plan without the written consent of the Corporation, and any purported assignment without such consent will be void and need not be recognized by the Corporation, except that in the event of the death of the Eligible Person, the legal representatives of the Eligible Person will be entitled to receive the amount of any payment otherwise payable to the Eligible Person hereunder in accordance with the provisions hereof.

3.2 No Right to Service

Neither participation in the Plan nor any action under the Plan will be construed to give any Eligible Person a right to be retained in the service of the Corporation.

3.3 Applicable Trading Policies

The Board and each Eligible Person will ensure that all actions taken and decisions made by the Board or an Eligible Person, as the case may be, pursuant to the Plan comply with any applicable securities regulation and stock exchange requirements, and policies of the Corporation relating to insider trading or “blackout” periods.

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3.4 Successors and Assigns

This Plan will enure to the benefit of and be binding upon the respective legal representatives of the Eligible Person.

3.5 Plan Amendment

Without limiting the generality of the foregoing and notwithstanding any other section of this Plan, unless specifically required by any stock exchange or regulatory authority, the Board may make any of the following amendments to the Plan and/or any Deferred Share Unit previously granted without obtaining shareholder approval:

3.5.1 amendments to the definitions within this Plan and other amendments of a clerical nature;

3.5.2 amendments to any provisions relating to the granting or redemption of Deferred Share Units, including but not limited to provisions relating to the term, termination, and the number of Deferred Share Units to be awarded, provided that, without shareholder approval, such amendment does not entail:

3.5.2.1 a reduction to the Fair Market Value used to calculate the number of Deferred Share Units to be awarded to an Eligible Person;

3.5.2.2 an extension of the time for redemption of a Deferred Share Unit by an Eligible Person;

3.5.2.3 an increase to the maximum number of Shares that may be

(A) issued to insiders within a one-year period, or

(B) issuable to insiders at any time,

under this Plan or any other incentive or compensation plan involving the issuance or potential issuance of Shares, which could exceed 10% of the Corporation's issued and outstanding Shares;

3.5.2.4 permitting Deferred Share Units to be transferable or assignable other than for normal course estate settlement purposes; or

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3.5.2.5 a change to the amendment provisions of the Plan;

3.5.3 any amendment in respect of the persons eligible to participate in the Plan, provided that, without shareholder approval, such amendment does not permit non-employee directors to re-gain participation rights under the Plan at the discretion of the Board if their eligibility to participate had previously been removed or increase limits previously imposed on non-employee director participation;

3.5.4 such amendments as are necessary for the purpose of complying with any changes in any relevant law, rule, regulation, regulatory requirement or requirement of any applicable stock exchange or regulatory authority; or

3.5.5 amendments to correct or rectify any ambiguity, defective provision, error or omission in the Plan or in any notice to redeem Deferred Share Units.

3.6 Plan Termination

The Board may terminate the Plan at any time, but no termination will, without the consent of the Eligible Person or unless required by law, adversely affect the rights of an Eligible Person with respect to Deferred Share Units to which the Eligible Person is then entitled under the Plan.

3.7 Governing Law

The Plan and all matters to which reference is made in the Plan will be governed by and construed in accordance with the laws of the Province of British Columbia, and the laws of Canada applicable therein.

3.8 Reorganization of the Corporation

The existence of any Deferred Share Units shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or to create or issue any bonds, debentures, shares or other securities of the Corporation or to amend or modify the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Corporation, or any amalgamation, combination, merger or consolidation involving the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

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3.9 No Shareholder Rights

Under no circumstances shall Deferred Share Units be considered Shares or other securities of the Corporation, nor shall they entitle any Eligible Person to exercise voting rights or any other rights attaching to the ownership of Shares or other securities of the Corporation, nor shall any Eligible Person be considered the owner of the Shares by virtue of the award of Deferred Share Units.

3.10 No Other Benefit

No amount will be paid to, or in respect of, an Eligible Person under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, an Eligible Person for such purpose.

3.11 U.S. Directors and Internal Revenue Code Section 409A

The Corporation intends that the Plan comply with the requirements of section 409A of the Code insofar as the Plan pays benefits that (i) are subject to taxation under the Code, and (ii) are subject to section 409A of the Code, and will administer the Plan accordingly. Neither the Corporation nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any U.S. Director or any other person for any taxes, penalties, interest or like amounts that may be imposed on the U.S. Director or other person on account of any amounts under the Plan or on account of any failure to comply with any Code section.

EX-4.9

EXHIBIT 4.9

BALLARD POWER SYSTEMS INC.

DEFERRED SHARE UNIT PLAN FOR EXECUTIVE OFFICERS

OF BALLARD POWER SYSTEMS INC.

Effective as of December 31, 2008

SECTION 1

GENERAL PROVISIONS

1.1 Purpose

The purposes of the Plan are:

(a) to annually recognize contributions made by senior executives in accordance with the Corporation’s bonus plan that is reflective of the responsibility, commitment and risk accompanying their management role;

(b) to allow the senior executives of the Corporation to participate in the long-term success of the Corporation; and

(c) to promote a greater alignment of interests between senior executives of the Corporation and the shareholders.

1.2 Share Distribution Plan

Unless otherwise determined by the Board, the Share Distribution Plan will be used to satisfy Deferred Share Units that are redeemed for Shares.

1.3 Definitions

As used in the Plan, the following terms have the respective meanings:

“Applicable Withholding Tax” has the meaning set forth in section 2.6.3;

“Board” means the Board of Directors of the Corporation;

"Code" means the United States Internal Revenue Code of 1986, as amended;

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“Committee” means the Management, Development, Nominating & Compensation Committee of the Board or any persons designated by the Board;

“Corporation” means Ballard Power Systems Inc.;

“Deferred Share Unit” means a right granted by the Corporation to an Eligible Executive to receive, on a deferred payment basis, a Share on the terms contained in the Plan;

“Eligible Executive” means such executive officer of the Corporation as the Board may designate from time to time as eligible to participate in the Plan;

“Fair Market Value” means not less than the closing sale price per Share at which Shares are traded on the TSX or on NASDAQ on the relevant date. If the Shares are not listed on the TSX or NASDAQ, the Fair Market Value will be the value established by the Board based on the average of the closing prices per Share on any other public exchange on which the Shares are listed, or if the Shares are not listed on any public exchange, by the Board based on its determination of the fair value of the Shares;

“Filing Date” has the meaning given to that term in section 2.6.1.1;

“Incentive Bonus” means all discretionary awards, based on corporate performance and an individual’s contribution to the Corporation’s results that may be payable to an Eligible Executive by the Corporation as determined by the Board in their sole and absolute discretion pursuant to the Corporation’s bonus plan, in respect of a Performance Period;

“Maximum Deferred Share Unit Limit” means the number of Deferred Share Units that, if converted to Shares, have a Fair Market Value, as of the date of calculation, equal to the greater of:

(a) if the Eligible Executive is the Chief Executive Officer of the Corporation, an amount equal to two times the annual base salary of the Chief Executive Officer, or for any other Eligible Executive, an amount equal to the annual base salary for such Eligible Executive, in either case for the Performance Period in which the Maximum Deferred Share Unit Limit is calculated, or

(b) if the Eligible Executive Officer is the Chief Executive Officer of the Corporation, the Fair Market Value of 52,000 Shares, or for any other Executive Officer, the Fair Market Value of 11,000 Shares, in either case as of the date of calculation;

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“NASDAQ” means the Nasdaq National Market;

“Plan” means this Deferred Share Unit Plan for Executive Officers, as amended from time to time;

“Performance Period” means the fiscal year for which the Incentive Bonus is calculated;

“Share” means a common share in the capital of the Corporation;

“Share Distribution Plan” means the 2003 Share Distribution Plan of the Corporation, as approved by the Board from time to time;

“Termination Date” means an Eligible Executive’s last day of employment with the Corporation, provided that for U.S. Executives it means the day on which the U.S. Executive experiences a "Separation from Service" as defined under Code Section 409A and applicable regulations;

“Terminated Service” means that an Eligible Executive has, except as a result of death, ceased to be an employee of the Corporation on the Termination Date, provided that for U.S. Executives it means that the U.S. Executive has, except as a result of death, experienced a "Separation from Service" as defined under Code Section 409A and applicable regulations;

“TSX” means The Toronto Stock Exchange; and

“U.S. Executive” means an Eligible Executive whose benefit under the Plan is subject to U.S. federal income tax.

1.4 Effective Date and Implementation of Plan of Arrangement

The Plan is being adopted under, and will become effective at the “Effective Time” specified in the plan of arrangement (the ”Plan of Arrangement”) under which the Corporation acquires its assets and thereafter caries on business as successor to Ballard Power Systems Inc., corporation number 248019-1 (“Old Ballard”). As required by the Plan of Arrangement, the Corporation will at the Effective Time, in addition to any other grant of Deferred Share Units under this Plan, issue to each person, in respect of each deferred share unit that was granted to the person by Old Ballard under Old Ballard's Deferred Share Unit Plan for Executive Officers and which was cancelled for no consideration under the Plan of Arrangement, one Deferred Share Unit on terms substantially identical, mutatis mutandis, to the terms of the cancelled deferred share unit.

Deferred Share Units will be issued at the Effective Time hereunder having the same terms as the deferred share units issued by Old Ballard under its

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deferred share unit plan for executive officers and outstanding immediately prior to the Effective Time including the number of shares for which each deferred share unit represents the right to receive, provided, however, that the provisions of Section 2.6.2 hereof will apply with respect to such Deferred Share Units of U.S. Executives.

1.5 Administration

The Board will, in its sole and absolute discretion, but subject to applicable corporate, securities and tax law requirements: (i) interpret and administer the Plan, (ii) establish, amend and rescind any rules and regulations relating to the Plan, and (iii) make any other determinations that the Board deems necessary or desirable for the administration of the Plan. The Board may correct any defect or any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Board deems, in its sole and absolute discretion, necessary or desirable. Any decision of the Board in the interpretation and administration of the Plan will be final, conclusive and binding on all parties concerned. All expenses of administration of the Plan will be borne by the Corporation.

1.6 Annual Election

1.6.1. Non U.S. Executives

Each Eligible Executive who is not a U.S. Executive may elect, with respect to any particular Performance Period, to receive his or her Incentive Bonus in the form of Deferred Share Units or Shares or any combination thereof. The election must be completed, signed and delivered to the Corporation before the earlier of: (a) the last business day of the Performance Period or (b) the date occurring during the Performance Period that the Corporation has determined or paid the Incentive Bonus for that Performance Period. If no election is made in respect of a particular Performance Period, the new or existing Eligible Executive who is not a U.S. Executive will receive the Incentive Bonus in Shares. If an Eligible Executive who is not a U.S. Executive has Terminated Service during the Performance Period, the Eligible Executive will not be entitled to elect to receive any portion of the Incentive Bonus for such Performance Period in the form of Deferred Share Units.

1.6.2. U.S. Executives

Each Eligible Executive who is a U.S. Executive may elect, with respect to any particular Performance Period, to receive his or her Incentive Bonus in the form of Deferred Share Units or Shares or any

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combination thereof. The election must be completed, signed and delivered to the Corporation (i) with respect to an Incentive Bonus that the Corporation has determined to be "performance-based compensation" as defined in Treasury Regulation 1.409A-1(e), before the last business day six months prior to the end of the Performance Period, and (ii) with respect to any other Incentive Bonus, on or before the day prior to the first day of the fiscal year which constitutes the applicable Performance Period. If no election is made in respect of a particular Performance Period, the new or existing Eligible Executive who is a U.S. Executive will receive the Incentive Bonus in Shares. If an Eligible Executive who is a U.S. Executive has Terminated Service during the Performance Period, the Eligible Executive will not be entitled to elect to receive any portion of the Incentive Bonus for such Performance Period in the form of Deferred Share Units

1.7 Delegation

The Board may, to the extent permitted by law, delegate any of its responsibilities under the Plan and powers related thereto to the Committee or to one or more officers of the Corporation and all actions taken and decisions made by the Committee or by such officers in this regard shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Corporation, the Eligible Executive, and, if applicable, the estate or legal representative of the Eligible Executive.

1.8 Maximum Deferred Share Unit Limit

Notwithstanding any election received from an Eligible Executive, no Eligible Executive shall be entitled to receive Deferred Share Units if such Eligible Executive has reached the Maximum Deferred Share Unit Limit as of the date on which the Eligible Executive would otherwise be entitled to receive additional Deferred Share Units, or to the extent that the proposed award of Deferred Share Units would cause the Eligible Executive to exceed the Maximum Deferred Share Unit Limit. If the Eligible Executive has reached the Maximum Deferred Share Unit Limit on the date when additional Deferred Share Units are awarded by the Corporation, the Eligible Executive shall receive their Incentive Bonus in Shares even though the Eligible Executive may have completed an election form electing to receive their Incentive Bonus in Deferred Share Units. If the Eligible Executive exceeds the Maximum Deferred Share Unit Limit from time to time as a result of increases in the Fair Market Value, the Eligible Executive shall not be required to return or cancel any Deferred Share Units previously awarded but shall not be entitled to receive any additional Deferred Share Units during such time. Exceeding the Maximum Deferred Share Unit Limit shall not prevent an Eligible Executive from filing a notice of redemption or

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otherwise receiving Shares in accordance with Sections 2.6.1 and 2.6.2. Exceeding the Maximum Deferred Share Unit Limit shall not prevent an Eligible Executive from receiving Deferred Share Units in accordance with Section 2.3.

SECTION 2

AWARDS UNDER THE PLAN

2.1 Determination of Deferred Share Units

Subject to terms of the Plan and any rules, approvals and conditions as the Board may impose, an Eligible Executive may elect to receive his or her Incentive Bonus in the form of Deferred Share Units. Deferred Share Units pursuant to the Plan will be credited to an account maintained for each Eligible Executive by the Corporation once a year at the time Incentive Bonuses are paid. The number of Deferred Share Units (including fractional Deferred Share Units, computed to three digits) to be credited to an Eligible Executive will be determined on the date approved by the Board by dividing the amount of the Incentive Bonus to be deferred into Deferred Share Units by the Fair Market Value per Share on that date.

2.2 Determination of Deferred Share Units during Blackout

In the event the Board approves the issue of Deferred Share Units as contemplated by Section 2.1 of this Agreement at a meeting of the Board that occurs during a trading blackout imposed by the Corporation pursuant to the terms of the Corporation's trading policy (the "Blackout"), the number of Deferred Share Units (including fractional Deferred Share Units, computed to three digits) to be credited to an Eligible Executive will be determined on the date that the Blackout is lifted by dividing the amount of the Incentive Bonus to be deferred into Deferred Share Units by the Fair Market Value per Share on the date that the Blackout is lifted.

2.3 Dividend Equivalents

On any date on which a dividend is paid on Shares, an Eligible Executive’s account will be credited with the number of Deferred Share Units (including fractional Deferred Share Units, computed to three digits) calculated by (i) multiplying the amount of the dividend per Share by the aggregate number of Deferred Share Units that were credited to the Eligible Executive’s account as of the record date for payment of the dividend, and (ii) dividing the amount obtained in (i) by the Fair Market Value on the date on which the dividend is paid.

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2.4 Eligible Executive’s Account

A written confirmation of the balance in each Eligible Executive’s account will be sent by the Corporation to the Eligible Executive upon request of the Eligible Executive.

2.5 Adjustments and Reorganizations

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off or other distribution of Corporation assets to shareholders, or any other change in the capital of the Corporation affecting Shares, the Board, in its sole and absolute discretion, will make, with respect to the number of Deferred Share Units outstanding under the Plan, any proportionate adjustments as it considers appropriate to reflect that change.

2.6 Termination of Service

2.6.1 Non U.S. Executives

2.6.1.1 An Eligible Executive who is not a U.S. Executive who has Terminated Service may receive Shares in respect of the Deferred Share Units credited to the Eligible Executive’s account (determined in accordance with section 2.6.1.2) by filing with the Secretary of the Corporation a notice of redemption in the form prescribed from time to time by the Corporation on or before December 15 of the first calendar year commencing after the date of the Eligible Executive’s Terminated Service. If the Eligible Executive fails to file such notice on or before that December 15, the Eligible Executive will be deemed to have filed with the Secretary of the Corporation a notice of redemption on that December 15. The date on which a notice is filed or deemed to be filed with the Secretary of the Corporation is the “Filing Date”. The Corporation shall have the discretion to defer the Filing Date to any other date if such deferral is, in the sole opinion of the Corporation, desirable to ensure compliance with section 3.3.

2.6.1.2 The notice filed by the Eligible Executive who is not a U.S. Executive will specify that the Eligible Executive desires to receive a Share for each Deferred Share Unit (net of any Applicable Withholding Tax). The Corporation shall issue one Share for each whole Deferred Share Unit to the Eligible Executive. Such payment shall be made by the

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Corporation as soon as reasonably possible following the Filing Date. In no event will payment be made later than December 31 of the first calendar year commencing after the Eligible Executive has Terminated Service. Fractional Shares shall not be issued, and where an Eligible Executive would be entitled to receive a fractional Share in respect of any fractional Deferred Share Unit, the Corporation shall pay to such Eligible Executive, in lieu of such fractional Share, cash equal to the Fair Market Value of such fractional Share, calculated as at the day before such payment is made.

2.6.1.3 In the event of the death of an Eligible Executive who is not a U.S. Executive, the Corporation will, within two months of the Eligible Executive’s death, issue one Share for each whole Deferred Share Unit credited to the deceased Eligible Executive’s account (net of any Applicable Withholding Tax) to or for the benefit of the legal representative of the Eligible Executive. Fractional Shares shall not be issued, and where the legal representative would be entitled to receive a fractional Share in respect of any fractional Deferred Share Unit, the Corporation shall pay to such legal representative, in lieu of such fractional Share, cash equal to the Fair Market Value of such fractional Share, calculated as at the day before such payment is made.

2.6.1.4 If an Eligible Executive who is not a U.S. Executive who dies after the Eligible Executive has Terminated Service but before filing a notice of redemption with the Corporate Secretary of the Corporation, section 2.6.1.3 will apply provided that, in no event will payment be made later than December 31 of the first calendar year commencing after the Eligible Executive has Terminated Service.

2.6.2 U.S. Executives

2.6.2.1 In the event that an Eligible Executive who is a U.S. Executive has Terminated Service, the Corporation will issue one Share for each whole Deferred Share Unit credited to the Eligible Executive’s account (net of any Applicable Withholding Tax) to the Eligible Executive. Subject to section 3.3, such payment shall be made by the Corporation on the first business day of the month following the date that is six months after the date of the

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Eligible Executive’s Termination Date. Fractional Shares shall not be issued, and where the Eligible Executive would be entitled to receive a fractional Share in respect of any fractional Deferred Share Unit, the Corporation shall pay to such Eligible Executive (at the same time as the delivery of Shares described above), in lieu of such fractional Share, cash equal to the Fair Market Value of each fractional Share, calculated as at the day before payment is made.

2.6.2.2 In the event of the death of an Eligible Executive who is a U.S. Executive, the Corporation will issue one Share for each whole Deferred Share Unit credited to the deceased Eligible Executive’s account (net of any Applicable Withholding Tax) to or for the benefit of the legal representative of the Eligible Executive. Subject to section 3.3, such payment shall be made by the Corporation on the first business day of the month following the date that is six months after the death of the Eligible Executive who is a U.S. Executive. Fractional Shares shall not be issued, and where the legal representative would be entitled to receive a fractional Share in respect of any fractional Deferred Share Unit, the Corporation shall pay to such legal representative (at the same time as the delivery of Shares described above), in lieu of such fractional Share, cash equal to the Fair Market Value of each fractional Share, calculated as at the day before such payment is made.

2.6.3 Applicable Withholding Tax

The Corporation shall be authorized to deduct such taxes and other amounts as it may be required by law to withhold, in such manner as it determines (“Applicable Withholding Tax”). The Corporation may require Eligible Executives to deliver undertakings to, or indemnities in favour of, the Corporation respecting the payment by such Eligible Executives of applicable income or other taxes.

2.7 Eligibility to be in the Total Discretion of the Board

No executive officer shall have any right or entitlement to be selected or designated as an Eligible Executive by the Board. The selection or designation of any executive officer shall be in the sole and absolute discretion of the Board and any decision of the Board shall be final, binding and conclusive on all parties concerned.

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SECTION 3

GENERAL

3.1 Transferability of Awards

An Eligible Executive may not assign any Deferred Share Unit or any other right, benefit or interest in this Plan without the written consent of the Corporation, and any purported assignment without such consent will be void and need not be recognized by the Corporation, except that in the event of the death of the Eligible Executive, the legal representatives of the Eligible Executive will be entitled to receive the amount of any payment otherwise payable to the Eligible Executive hereunder in accordance with the provisions hereof.

3.2 No Right to Service

Neither participation in the Plan nor any action under the Plan will be construed to give any Eligible Executive a right to be retained in the service of the Corporation.

3.3 Applicable Trading Policies

The Board and each Eligible Executive will ensure that all actions taken and decisions made by the Board or an Eligible Executive, as the case may be, pursuant to the Plan comply with any applicable securities regulation and policies of the Corporation relating to insider trading or “blackout” periods.

3.4 Successors and Assigns

This Plan will enure to the benefit of and be binding upon the respective legal representatives of the Eligible Executive.

3.5 Plan Amendment

Without limiting the generality of the foregoing and notwithstanding any other section of this Plan, unless specifically required by any stock exchange or regulatory authority, the Board may make any of the following amendments to the Plan and/or any Deferred Share Unit previously granted without obtaining shareholder approval:

3.5.1 amendments to the definitions within this Plan and other amendments of a clerical nature;

3.5.2 amendments to any provisions relating to the granting or redemption of Deferred Share Units, including but not limited to provisions relating to the term, termination, and number of

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Deferred Share Units to be awarded, provided that, without shareholder approval, such amendment does not entail:

3.5.2.1 a reduction to the Fair Market Value used to calculate the number of Deferred Share Units to be awarded to an Eligible Executive;

3.5.2.2 an extension of the time for redemption of a Deferred Share Unit by an Eligible Executive;

3.5.2.3 an increase to the maximum number of Shares that may be

(A) issued to insiders within a one-year period, or

(B) issuable to insiders at any time,

under this Plan or any other incentive or compensation plan involving the issuance or potential issuance of Shares, which could exceed 10% of the Corporation's issued and outstanding Shares;

3.5.2.4 permitting Deferred Share Units to be transferable or assignable other than for normal course estate settlement purposes; or

3.5.2.5 a change to the amendment provisions of the Plan;

3.5.3 any amendment in respect of the persons eligible to participate in the Plan, provided that, without shareholder approval, such amendment does not permit non-employee directors to participate in the Plan at the discretion of the Board or increase limits previously imposed on non-employee director participation;

3.5.4 such amendments as are necessary for the purpose of complying with any changes in any relevant law, rule, regulation, regulatory requirement or requirement of any applicable stock exchange or regulatory authority; or

3.5.5 amendments to correct or rectify any ambiguity, defective provision, error or omission in the Plan or in any notice to redeem Deferred Share Units.

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3.6 Plan Termination

The Board may terminate the Plan at any time, but no termination will, without the consent of the Eligible Executive or unless required by law, adversely affect the rights of an Eligible Executive with respect to Deferred Share Units to which the Eligible Executive is then entitled under the Plan.

3.7 Governing Law

The Plan and all matters to which reference is made in the Plan will be governed by and construed in accordance with the laws of the Province of British Columbia, and the laws of Canada applicable therein.

3.8 Reorganization of the Corporation

The existence of any Deferred Share Units shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or to create or issue any bonds, debentures, shares or other securities of the Corporation or to amend or modify the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Corporation, or any amalgamation, combination, merger or consolidation involving the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

3.9 No Shareholder Rights

Under no circumstances shall Deferred Share Units be considered Shares or other securities of the Corporation, nor shall they entitle any Eligible Executive to exercise voting rights or any other rights attaching to the ownership of Shares of other securities of the Corporation, nor shall any Eligible Executive be considered the owner of the Shares by virtue of the award of Deferred Share Units.

3.10 No Other Benefit

Notwithstanding any other provision of the Plan, the value of a Deferred Share Unit shall always depend on the value of Shares of the Corporation and no amount will be paid to, or in respect of, an Eligible Executive under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, an Eligible Executive for such purpose.

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3.11 U.S. Executives And Internal Revenue Code Section 409A

The Corporation intends that the Plan comply with the requirements of section 409A of the Code insofar as this Plan pays benefits that (i) are subject to taxation under the Code, and (ii) are subject to section 409A of the Code, and will administer the Plan accordingly. Neither the Corporation nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Eligible Executive or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Eligible Executive or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section.

EX-4.10

EXHIBIT 4.10

BALLARD POWER SYSTEMS INC.

RESTRICTED SHARE UNIT PLAN

Effective as of December 31, 2008

SECTION 1 GENERAL PROVISIONS

1.1 Purpose

The purposes of this Plan are:

(a) to annually recognize contributions made by Employees;

(b) to allow Employees to participate in the long-term success of the Corporation; and

(c) to promote a greater alignment of interests between Employees and the Corporation’s shareholders.

1.2 Share Distribution Plan

Unless otherwise determined by the Board, the Share Distribution Plan will be used to satisfy Restricted Share Units that are redeemed for Shares. 

1.3 Definitions

As used in this Plan, the following terms have the following meanings: 

(a) “Accelerated Vesting Event” means the occurrence of any one of the following events:

(i) any person or persons acting jointly or in concert (as such phrase is defined in the Securities Act (British Columbia)) taking up and paying for Shares pursuant to a take-over bid (as defined in the Securities Act (British Columbia)) which results in that person or persons, directly or indirectly, owning Shares that would, when added to all other securities of the Corporation held at that time by such person or persons, persons associated with such person or persons; or persons affiliated with such person or persons (within the meaning of the Canada Business Corporations Act), entitle the holders thereof, notwithstanding any agreement to the contrary, for the first time to cast at least 66 2/3% of the votes attaching to all Shares in the capital of the Corporation that may be cast to elect Directors and, prior to the date such Shares are taken up and paid for under the take-over bid, any one or more of such persons have publicly expressed an intention to Privatize the Corporation;

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(ii) the acquisition or continuing ownership by any person or persons acting jointly or in concert (as such phrase is defined in the Securities Act (British Columbia)), directly or indirectly, of Shares that would, when added to all other securities of the Corporation held at that time by such person or persons, or persons associated or affiliated with such person or persons (within the meaning of the Canada Business Corporations Act), entitle the holders thereof, notwithstanding any agreement to the contrary, for the first time to cast at least 66 2/3% of the votes attaching to all Shares in the capital of the Corporation that may be cast to elect Directors and, prior to the acquisition of such Shares any one or more of such persons have publicly expressed an intention to Privatize the Corporation;

(iii) the sale, lease, exchange or other disposition of all or substantially all of the Corporation’s assets, other than to a subsidiary of the Corporation;

(iv) an amalgamation, merger, arrangement or other business combination (a “Business Combination”) involving the Corporation receives the approval of, or is accepted by, the securityholders of the Corporation or, if their approval or acceptance is not required in the circumstances, is approved or accepted by the Corporation and, as a result that Business Combination:

(A) parties to the Business Combination or securityholders of the parties to the Business Combination, other than the securityholders of the Corporation, owning, directly or indirectly, shares of the continuing entity that entitle the holders thereof to cast at least 66 2/3% of the votes attaching to all shares in the capital of the continuing entity that may be cast to elect Directors; and

(B) either:

(I) one of the consequences of the Business Combination is to Privatize the Corporation; or

(II) prior to completion of the Business Combination any of the parties to the Business Combination have publicly expressed an intention to Privatize the Corporation; or

(v) any other transaction, a consequence of which is to Privatize the Corporation, receives the approval of, or is accepted by, the securityholders of the Corporation or, if their approval or acceptance is not required in the circumstances, is approved or accepted by the Corporation;

(a) “Board” means the board of directors of the Corporation;

(b) "Code" means the United States Internal Revenue Code of 1986 as amended.

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(c) “Committee” means the Management, Development, Nominating & Compensation Committee of the Board, or any other persons to whom the Board delegates responsibility for the interpretation and administration of this Plan;

(d) “Corporation” means Ballard Power Systems Inc.;

(e) “Employee” means a part-time or full-time employee (including officers, whether or not directors) of the Corporation or of a Subsidiary, provided that an individual will cease to be an Employee on the last day on which the individual works for the Corporation or a Subsidiary;

(f) “Insider” means:

(i) an insider of the Corporation as defined in the Securities Act (British Columbia), other than a person who is an insider solely by virtue of being a director or senior officer of a Subsidiary; and

(ii) an associate (as defined in the Securities Act (British Columbia)) of a person who is an Insider by virtue of §(i);

(g) “Participant” means an Employee who has been awarded Restricted Share Units under this Plan;

(h) “Plan” means this Ballard Power Systems Inc. Restricted Share Unit Plan for Executives of the Corporation, as amended from time to time;

(i) “Privatize the Corporation” means any transaction or other act a consequence of which is that the Shares of the Corporation will no longer be listed and posted for trading on any nationally recognized stock exchange in Canada or the United States (such as the Toronto Stock Exchange, the New York Stock Exchange or NASDAQ);

(j) “Restricted Share Unit” or “RSU” means a right granted by the Corporation to an Employee to receive, on a deferred payment basis, Shares on the terms and conditions specified herein;

(k) “Restriction Period” means, in respect of any particular award of Restricted Share Units, the period commencing on the date of the award of such Restricted Share Units and ending on the earlier of:

(i) the date, not to exceed three years less one day from the date upon which the Restricted Share Units were awarded, specified in the written agreement under which the Restricted Share Units were awarded as being the date upon which the Restriction Period expires; and

(ii) the date upon which an Accelerated Vesting Event occurs;

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(l) “Retirement” means the retirement of an individual within the meaning of the Canada Pension Plan, after attaining the age of 65;

(m) “Share” means a common share in the capital of the Corporation;

(n) “Share Compensation Arrangement” means any stock option, stock option plan, employee stock purchase plan, share distribution plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to any director, officer or employee of the Corporation or any of its Subsidiaries, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guaranty or otherwise;

(o) “Share Distribution Plan” means the Corporation’s 2003 Share Distribution Plan, as approved by the Board from time to time;

(p) “Subsidiary” means a subsidiary, as defined in the Canada Business Corporations Act, of the Corporation;

(q) the “last day on which the individual works for the Corporation or a Subsidiary” means, with respect to a Participant whose employment is voluntarily terminated by such individual, the last day on which such individual reported for work to the Corporation or a Subsidiary, and with respect to a Participant whose employment has been terminated by the Corporation or a Subsidiary

(i) other than for cause, either

(A) the day specified by the Corporation or such Subsidiary in writing to the individual as being the last day on which the individual is to report for work for the Corporation or a Subsidiary, or

(B) if such individual is given pay in lieu of advance notice of a pending effective date of termination, the day on which such notice of termination is given in writing by the Corporation or such Subsidiary to the individual, and

(ii) for cause, the day on which the notice of termination was given;

(r) “Totally Disabled”, with respect to a Participant, means that the Participant:

(i) is unable to engage in a substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

(ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income

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replacement benefits for a period of not less than 3 months under anaccident and health plan covering Employees; andTimes New Roman

(s) "U.S. Participant" means a Participant whose benefit under this Plan is subject to U.S. federal income tax.

1.4 Effective Date and Implementation of Plan of Arrangement

This Plan is being adopted under, and will become effective at the “Effective Time” specified in the plan of arrangement (the “Plan of Arrangement”) under which the Corporation acquires its assets and thereafter caries on business as successor to Ballard Power Systems Inc., corporation number 248019-1 (“Old Ballard”). As required by the Plan of Arrangement, the Corporation will at the Effective Time, in addition to any other grant of Restricted Share Units under this Plan, issue to each person, in respect of each restricted share unit that was granted to the person by Old Ballard under Old Ballard's Restricted Share Unit Plan and which was cancelled for no consideration under the Plan of Arrangement, one Restricted Share Unit on terms substantially identical, mutatis mutandis, to the terms of the cancelled restricted share unit.< /p>

Notwithstanding any other provision of this Plan, RSUs which are issued at the Effective Time to any person (each a "Transferred Employee") whose employment was transferred by Old Ballard to AFCC Automotive Fuel Cell Cooperation Corp. (“AFCC”) on January 31, 2008 shall remain in force and may be converted by the Transferred Employee in accordance with the terms of this Plan for so long as the Transferred Employee is employed by AFCC and, for the purpose of giving effect to the foregoing, “Employee” shall be read to include the person for so long as he or she remains employed by AFCC and “Subsidiary” shall be read to include AFCC.

1.5 Administration

The Board will, in its sole and absolute discretion, but subject to applicable corporate, securities and tax law requirements: (i) interpret and administer this Plan, (ii) establish, amend and rescind any rules and regulations relating to this Plan, and (iii) make any other determinations that the Board deems necessary or desirable for the administration of this Plan. The Board may correct any defect or any omission or reconcile any inconsistency in this Plan in the manner and to the extent the Board deems, in its sole and absolute discretion, necessary or desirable. Any decision of the Board in the interpretation and administration of this Plan will be final, conclusive and binding on all parties concerned. All expenses of administration for this Plan will be borne by the Corporation.

1.6 Delegation

The Board may, to the extent permitted by law, delegate any of its responsibilities under this Plan and powers related thereto to the Committee and all actions taken and decisions made by the Committee in this regard will be final, conclusive and binding on all parties concerned, including, but not limited to, the Corporation, each Participant and, if applicable, the estate or legal representative of a Participant.

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1.7 Governing Law

This Plan will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

1.8 Regulatory and Shareholder Approval

Any awards made under this Plan are subject to receipt of all necessary regulatory and shareholder approvals, if any.

SECTION 2 AWARDS AND GENERAL LIMITATIONS

2.1 Plan Awards

The Board, at any time and from time to time, may in its sole discretion select Employees to whom awards are made under this Plan and will specify the number of Restricted Share Units awarded to each Participant, the Restriction Period in respect of such Restricted Share Units and any performance criteria or other conditions relating to an award that are consistent with this Plan and that the Board deems appropriate. The award of Restricted Share Units in any year to any Employee is intended to be in the nature of a reward for services rendered or, subject to certain performance criteria, to be rendered in respect of or over any specified period. Any award made to a Participant will not oblige the Board to make any subsequent awards to that Participant.

2.2 Maximum Shares to be Allotted

The maximum number of Shares that may be allotted for issuance under this Plan, when aggregated with all Shares issued under the Share Distribution Plan, is 2,900,000.

2.3 Maximum Participation

The maximum aggregate number of Shares with regard to which awards of Restricted Share Units may be made to any one Participant under this Plan, when aggregated with all Shares reserved for issuance to such Participant under every other Share Compensation Arrangement of the Corporation, will not exceed five percent (5%) of the Shares issued and outstanding. In addition, the number of Shares that may be issued or reserved for issuance under any Share Compensation Arrangement:

(a) to Insiders of the Corporation, may not exceed 10% of the Shares issued and outstanding; and

(b) to any Insider, within a one-year period, may not exceed 5% of the Shares issued and outstanding.

For these purposes, Shares issuable to an Insider pursuant to a Share Compensation Arrangement that were granted before the person became an Insider will be excluded in determining the number of Shares issuable to Insiders.

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SECTION 3 RESTRICTED SHARE UNITS

3.1 Awards

Each award of Restricted Share Units will be evidenced by a written agreement between the Corporation and the Participant, in substantially the form set out in Schedule A, which contains the terms and conditions specified by Section 2 and Section 3 hereof, and such other terms and conditions as the Board in its sole discretion specifies. At any time prior to the expiry of the Restriction Period in respect of a particular award of Restricted Share Units, the Board may, in its sole discretion, amend any performance criteria or other conditions specified in the award of such Restricted Share Units, provided that such amendment does not adversely affect the rights of the Participant in respect of such Restricted Share Units.

3.2 Restriction Period

Unless otherwise specified in the written agreement awarding Restricted Share Units to an Employee, the Restriction Period in respect of a particular award of Restricted Share Units will commence on the date of the award of such Restricted Share Units and end on the earlier of:

(a) the date which is three years less one day from the date upon which such Restricted Share Units were awarded; and

(b) the date upon which an Accelerated Vesting Event occurs.

3.3 Conversion of Restricted Share Units

On the last day of the Restriction Period, a Participant will be entitled to receive that number of Shares, disregarding any fractions of a Share, equal to the number of Restricted Share Units specified in such award, provided that:

(a) the Restricted Share Units have not expired prior to the last day of the Restriction Period; and

(b) any performance criteria or other conditions specified in the award of such Restricted Share Units has been satisfied.

If any performance criteria or other conditions specified in an award of Restricted Share Units has not been satisfied on or prior to the last day of the Restriction Period, those Restricted Share Units will expire and the Participant will not be entitled to be issued any Shares in respect of those Restricted Share Units. The Shares issued upon conversion of Restricted Share Units will be considered fully paid in consideration of past services rendered that are not less in value than the fair equivalent of the money that the Corporation would have received if the Shares had been issued for money.

All Shares issued upon conversion of Restricted Share Units will be taxable as income in the year in which the Shares are received. If any taxes are required by law to be withheld, the Corporation will have the right to withhold such amount from the Participant’s

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remuneration. Each Participant is responsible for all income tax liability arising from any issuance of Shares upon conversion of Restricted Share Units.

3.4 Limitations on Conversion; Forfeiture

Subject to Section 3.5, all Restricted Share Units awarded to a Participant will expire on, and the Participant will no longer be entitled to receive any Shares upon conversion thereof on or after, the last day on which the Participant works for the Corporation or a Subsidiary. In the event that, prior to the end of a Restriction Period, a Participant’s employment with the Corporation or a Subsidiary is terminated, either by the Participant or by the Corporation or a Subsidiary, for any reason other than death or the Participant’s being Totally Disabled, all Restricted Share Units subject to such Restriction Period will be forfeited and cancelled and the Participant shall have no right or entitlement to receive Shares with respect to such Restricted Share Units.

3.5 Exceptions to Limitations

Notwithstanding Section 3.4, if a Participant ceases to be an Employee:

(a) by reason of his or her death, the Restriction Period in respect of every award of Restricted Share Units to such Participant will end, any performance criteria or other conditions specified in any award of Restricted Share Units will, unless otherwise specified in the award, be deemed to have been satisfied and the Participant’s estate or legal representative will be entitled to receive any Shares issuable upon conversion of all outstanding Restricted Share Units awarded to the Participant; and

(b) by reason that he or she is Totally Disabled, the Restriction Period in respect of every award of Restricted Share Units to such Participant will end, any performance criteria or other conditions specified in any award of Restricted Share Units will, unless otherwise specified in the award, be deemed to have been satisfied and the Participant will be entitled to receive any Shares issuable upon conversion of all outstanding Restricted Share Units awarded to the Participant.

3.6 Conversion of Restricted Share Units of US Participants

With respect to US Participants who are entitled to convert Restricted Share Units and receive Shares in accordance with the provisions of this Section 3 of this Plan, the conversion and delivery of Shares with respect to such Restricted Share Units will in all cases occur as soon as administratively feasible following the last day of the Restriction Period, but in all events by the earlier of the 90^th day following the last day of the Restriction Period and March 15^th of the year following the year in which the last day of the Restriction Period occurs, and no U.S. Participant shall have any ability to designate or influence the taxable year in which any such conversion and delivery of Shares occurs.

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SECTION 4 GENERAL

4.1 Adjustments and Reorganization

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off or other distribution (other than normal cash dividends) of the Corporation’s assets to shareholders, or any other change in the capital of the Corporation affecting Shares, such proportionate adjustment, if any, as the Board in its sole discretion may deem appropriate to reflect such change, will be made with respect to the number of outstanding Restricted Share Units awarded under this Plan.

4.2 Nature of Restricted Share Units

Restricted Share Units will only represent the right, as contemplated Section 3, upon conversion thereof to receive Shares. Under no circumstances will Restricted Share Units be considered Shares, nor entitle any Participant to exercise voting rights, receive dividends or be entitled to any other right attaching to the Shares.

4.3 Transferability of Awards

Rights respecting Restricted Share Units will not be transferable or assignable other than by will or the laws of descent and distribution.

4.4 No Right to Service

Neither participation in this Plan nor any action under this Plan will be construed to give any Employee a right to be retained as an employee, executive, officer or otherwise in the service of the Corporation or a Subsidiary.

4.5 Successors and Assigns

This Plan will be binding on all successors and assigns of the Corporation and all Participants, including without limitation, the estate of any Participant and the legal representative of such estate, or any receiver or trustee in bankruptcy or representative of the Corporation’s or Participant’s creditors.

4.6 Plan Amendment

Without limiting the generality of the foregoing and notwithstanding any other section of this Plan, unless specifically required by any stock exchange or regulatory authority, the Board may make any of the following amendments to the Plan and/or any Restricted Share Unit previously granted without obtaining shareholder approval:

(a) amendments to the definitions within this Plan and other amendments of a clerical nature;

(b) amendments to any provisions relating to the granting of Restricted Share Units, including but not limited to provisions relating to the term, termination, and

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number of Restricted Share Units to be awarded, provided that, without shareholder approval, such amendment does not entail:

(i) a change in the number or percentage of Shares reserved for issuance under the Plan;

(ii) an extension beyond the original Restriction Period of a Restricted Share Unit held by a Participant;

(iii) an increase to the maximum number of Shares that may be:

(A) issued to Insiders within a one-year period, or

(B) issuable to Insiders at any time,

under Share Compensation Arrangements, which could exceed 10% of the Corporation's issued and outstanding Shares;

(iv) permitting Restricted Share Units to be transferable or assignable other than for normal course estate settlement purposes; or

(v) a change to the amendment provisions of the Plan;

(c) any amendment in respect of the persons eligible to participate in the Plan, provided that, without shareholder approval, such amendment does not permit non-employee directors to participate in the Plan at the discretion of the Board or increase limits previously imposed on non-employee director participation;

(d) such amendments as are necessary for the purpose of complying with any changes in any relevant law, rule, regulation, regulatory requirement or requirement of any applicable stock exchange or regulatory authority; or

(e) amendments to correct or rectify any ambiguity, defective provision, error or omission in the Plan.

4.7 Plan Termination

The Board may terminate this Plan at any time, but no such termination will, without the consent of the Participant or unless required by law, adversely affect the rights of a Participant with respect to Restricted Share Units to which the Participant is then entitled under this Plan.

4.8 Foreign Participants

This Plan is equally open to Participants in jurisdictions other than Canada. The terms and conditions offered to foreign Participants may vary and be more limited than those set forth herein, depending upon local regulations and restrictions.

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4.9 Adoption of Plan

The creation of this Plan has been duly authorized by the Board of Directors of the Corporation.

4.10 U.S. Participants and Internal Revenue Code Section 409A

The Corporation intends that no benefits under this Plan will be subject to Code Section 409A and has drafted this Plan accordingly. However, if at any time it shall be determined by the Corporation, the Internal Revenue Service or any court of competent jurisdiction that a payment or benefit under this Plan is subject to Code Section 409A, then this Plan shall be construed and administered to comply with the requirements of Code Section 409A with respect to such payment or benefit. In such a case, if a U.S. Participant becomes entitled to payment of benefits under this Plan (i.e. delivery of Shares) as a result of the Participant’s separation from service with the Corporation or a Subsidiary, and if such Participant is a “Specified Employee” at the time of such Participant’s separation from service, then the payment (delivery of Shares) will be delayed at least six (6) months following such Participant’s separation from service with the Corporation or a Subsidiary and will occur on the first business day following the expiration of that six (6) month period. For this purpose, Specified Employee means a Participant who is a specified employee for purposes of Section 1.409A-1(i) of the Treasury Regulations, as determined in accordance with such regulations under the rules and procedures set forth in the separate document entitled “Ballard Power Systems Inc. Specified Employee Determination”. Neither the Corporation nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section.

SCHEDULE A

CORPORATION

RESTRICTED SHARE UNIT AGREEMENT

This Restricted Share Unit Agreement is entered into between Ballard Power Systems Inc. (the “Corporation”) and the Participant named below pursuant to the Corporation’s Restricted Share Unit Plan (the “Plan”), a copy of which is attached hereto, and confirms that:

(a) on __________________________ (the “Award Date”);

(b)  ________________________________ (the “Participant”);

(c) was granted _______________________ Restricted Share Units;

(d) having a Restriction Period of [three years less one day], expiring on ______________________________

(e) [any further conditions as established by the Committee to be inserted.]

By signing this Restricted Share Unit Agreement, the Participant acknowledges that he or she has read and understands the Plan.

IN WITNESS WHEREOF the parties hereof have executed this Restricted Share Unit Agreement as of the _______ day of _______________________20 ___.

BALLARD POWER SYSTEMS INC.

_____________________________ By:   ________________________________________

Participant Authorized Signatory

EX-5.1

Stikeman Elliott LLP Barristers & Solicitors

Suite 1700, Park Place, 666 Burrard Street, Vancouver, B.C., Canada V6C 2X8

Tel: (604) 631-1300 Fax: (604) 681-1825 www.stikeman.com

January 2, 2009

Ballard Power Systems Inc.
9000 Glenlyon Parkway
Burnaby, BC V5J 5J8
Canada

Dear Sirs/Mesdames:

Re: Ballard Power Systems Inc. (Incorporation No. 707699-1) (the "Company") – Registration Statement on Form S-8

We are Canadian counsel to the Company.

We are writing in reference to the preparation and filing with the United States Securities and Exchange Commission of a Registration Statement (the "Registration Statement") on Form S-8 under the United States Securities Act of 1933 (the "Act"). We understand that the purpose of the Registration Statement is to register a total of 14,584,561 common shares of the Company (the "Shares"), which are issuable pursuant to the exercise of stock options which have been or may be granted under the Company’s 2002 Share Option Plan, 2000 Share Option Plan and 1997 Share Option Plan, and pursuant to deferred share units and restricted share units that have been or may be granted under the Deferred Share Unit Plan for Directors, Deferred Share Unit Plan for Executive Officers and Restricted Share Unit Plan, with the corresponding Shares issuable under the 2003 Share Distribution Plan and 2000 Share Distribution Plan, all as adopted by the Company’s board of directors (the "Board") on December 16, 2008 (collectively, the "Plans"). The Plans were provided to the Toronto Stock Exchange on January 2, 2009.

We understand that the Company has issued options, deferred share units and restricted share units under the Plans with effect at 11.59 p.m. on December 31, 2008 entitling the holders thereof to acquire Shares (the "Outstanding Plan Shares") and that the Company may issue additional options or additional deferred share units or restricted share units under the Plans to acquire Shares (the "Available Plan Shares").

VANCOUVER

CALGARY

TORONTO

MONTREAL

OTTAWA

NEW YORK

LONDON

SYDNEY

2

All assumptions and statements of reliance and understanding herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In expressing the opinion set forth herein, we have relied solely on the following documents:

(a) copies of the Plans;

(b) a copy of the Certificate of Arrangement issued under Section 192(7) of the Canada Business Corporations Act (the "CBCA") giving effect to the arrangement under Section 192 of the CBCA involving, among others, Superior Plus Income Fund, Superior Plus Corp. (Incorporation No. 248019-1) and the Company;

(c) copies of consent resolutions of the Board dated with effect on December 16, 2008 approving the granting of options, deferred share units and restricted share units under the Plans, and we assume that such resolutions remain in full force and effect; and

(d) a certified copy of consent resolutions of the Board dated with effect on December 29, 2008 reserving and allotting Shares for issue on exercise of the units and options issued under the Plans and on exercise of units and options to be issued under the Plans in the future, and we assume that such resolutions remain in full force and effect.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the articles and by-laws of the Company and certain other resolutions of the Board. We have relied exclusively upon these documents without independent investigation for the purpose of providing our opinion expressed below.

In examining all documents we have assumed that:

(a) all individuals had the requisite legal capacity;

(b) all signatures are genuine;

3

(c) all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals;

(d) all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate; and

(e) performance of the obligations would not be illegal under the law of the place of performance if that is a place other than British Columbia.

Our opinion below is expressed only with respect to the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia ("Applicable Laws").

Our opinion is expressed with respect to Applicable Laws in effect on the date of this opinion and we do not accept any responsibility to inform the addressees of any change in law subsequent to this date that does or may affect our opinion.

As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in documents and certificates and oral or written statements and other information of or from representatives of the Company and others and assume compliance on the part of all parties to the documents with their covenants and agreements contained therein. We also have assumed that any future changes to the terms and conditions of the Plans will be duly authorized by the Company and will comply with all applicable laws.

Based on the above, we are of the opinion that:

1. the issuance of the Outstanding Plan Shares has been duly and properly authorized, and the Outstanding Plan Shares will, upon the due and proper exercise of options or pursuant to deferred share units or restricted share units granted under the Plans, be validly issued as fully paid and non-assessable common shares of the Company; and

2. the Available Plan Shares will, upon:

(a) the grant of one or more options under the Plans, the allotment for issuance of Available Plan Shares under such options, and the fixing of a price for such Available Plan Shares in accordance with the applicable Plans, by the Board and receipt by the Company of payment in full

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for each such Available Plan Share to be issued and the issuance of such Available Plan Shares in accordance with the terms of the applicable Plans; and/or

(b) the grant of one or more deferred share units or restricted share units under the Plans, the allotment for issuance of Available Plan Shares pursuant to such deferred share units or restricted share units, by the Board and the issuance of such Available Plan Shares in accordance with the terms of the applicable Plans;

be duly and properly authorized and be validly issued as fully paid and non-assessable common shares of the Company.

Consent is hereby given to the use of our name in the Registration Statement, and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

This opinion is solely for the benefit of the addressee and not for the benefit of any other person. It is rendered solely in connection with the transaction to which it relates. It may not be quoted, in whole or in part, or otherwise referred to or used for any purpose without our prior written consent.

Yours truly,

“Stikeman Elliott LLP”

EX-23.1

EXHIBIT 23.1

	KPMG LLP Chartered Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada	Telephone   (604) 691-3000 Fax             (604) 691-3031 Internet        www.kpmg.ca

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our reports dated February 19, 2008, with respect to the consolidated balance sheets of Ballard Power Systems Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007 and the effectiveness of internal control over financial reporting as of December 31, 2007, incorporated herein by reference.

Chartered Accountants

Vancouver, Canada

January 2, 2009

KPMG LLP, a Canadian limited liability partnership is the Canadian
member firm of KPMG International, a Swiss cooperative.