CMO Agreement Between Plug Power

Exhibit 10.32


March 20, 2000 Mark Sperry

12 Woodfield Drive

Webster, New York 14580 Dear Mark,

I am pleased to extend our offer to you for the position of Vice President and Chief Marketing Officer for Plug Power. In this capacity, you will be reporting directly to me. As we have discussed your organizational and functional responsibilities will include but are not limited to the following:

1) Develop & implement strategic entry strategies for: UPS, telecom, large stationary (assist in transportation area; i.e. forklift trucks, etc.) 2) Manage DTE relationship and assist them in developing programs.

3) Manage GE interface in sales and marketing.

4) Develop and grow Plug Power brand presence outside of GE/DTE.

5) Develop a competitive analysis.

6) Marketing communications in the areas of, public/press relations, customer relations, event management, brand management, " e" strategy & presence, advertising, internal communication strategy and selection & management of PR, media and advertising firms.

Mark, I am pleased to outline the following compensation package, which I believe is commensurate with our confidence in your ability to successfully lead the Marketing and Strategy efforts at Plug Power. The key elements of this package include: 1) An annual base salary of $200,000, to be earned and paid weekly. In addition, you will be eligible for a target incentive bonus of 30% (with a maximum of 50%) based primarily on attaining MBO targets and defined financial metrics. You and I will determine a detailed schedule for the incentive portion of your compensation within thirty days of your start date. 2)

As a Plug Power employee, you will be eligible to participate in Plug Power' s 1999 Stock Option and Incentive Plan (the " Plan" ). Pursuant to the Plan, you will be granted an option to purchase 70,000 shares of Plug Power common stock, subject to the approval of Plug Power' s President & Chief Executive Officer. The exercise price of the option will be equal to NASDAQ' s closing price of Plug Power' s stock on the date of your hire. Please be advised that any grant of options to you is subject to ratification by the Board of Directors and is subject to the express provisions ...