1997 LLC MEMBERSHIP OPTION PLAN

Exhibit 10.25



PLUG POWER, L.L.C.



AMENDMENT AND RESTATEMENT

OF THE

MEMBERSHIP OPTION PLAN



February 15, 1999





WHEREAS, Plug Power, L.L.C., a limited liability company organized under the laws of the State of Delaware ("Company") entered into a Membership Option Plan and Agreement, effective as of the 1st day of July, 1997 (the "Plan"); and



WHEREAS, the Company desires to amend the Plan to provide consultants the opportunity to acquire Class B membership interests in the Company and to share in its success, with the added incentive to work effectively for and in the Company's interest; and



WHEREAS, at a special meeting of the Members of Company held on January 26, 1999, at which all of the Members were present, either by person or by telephone, and acting with full authority, the Members unanimously agreed to amend the limited liability company agreement to permit the company to provide consultants the opportunity to acquire Class B membership interests in the Company, subject to the specific prior approval by the board of managers for each consulting contract that provides stock options as part of the contract; and



WHEREAS, the Company desires to also amend the Plan to include in the definition of "Employees" eligible to participate in the Plan those employees of the Company who become directly employed by GE Fuel Cell Systems, L.L.C. ("GEFCS"); and



WHEREAS, such former employees shall be subject to the same terms and conditions of the Plan; and



NOW, THEREFORE, the text of the original Plan as amended is hereby amended and restated in its entirety to read as follows:



Agreement, made and effective as of the 15th day of February, by Plug Power, L.L.C., a limited liability company organized under the laws of the State of Delaware ("Company").



WHEREAS, Company is a limited liability corporation with Class A membership interests and Class B membership interests, and



WHEREAS, Company has determined that its interests will be advanced and best served by providing an incentive to its current employees, certain former employees and certain consultants, to acquire Class B membership interests in Company and to share in its success, with the added incentive to work effectively for and in Company's interest,





NOW THEREFORE, Company hereby establishes the Plan as follows:



ESTABLISHMENT OF PLAN



The Plan shall be known as the Plug Power Membership Option Plan ("Plan"), and shall be effective on the date first above written.



ELIGIBILITY



Employees. All employees of Company shall participate in the Plan on its

--------- effective date. An Employee who is eligible to participate in the Plan, as set forth on Exhibit "A" is hereinafter referred to as "Employee", or in the plural, as "Employees." Members of the Board of Managers ("Managers") of the Company and/or Corporations named in lieu of a Manager, as set forth on Exhibit "B", shall also participate in the Plan on its effective date. In addition, employees of the Company who become directly employed GE Fuel Cell Systems, L.L.C. ("GEFCS Employees") shall also be eligible to participate in the Plan. Hereafter, in this Plan, Managers and/or Corporations and/or GEFCS Employees shall be referred to as "Employees", and shall be subject to the remaining provisions of this Plan as though they were Employees, unless specifically provided otherwise.



Consultants. The board of managers of the Company shall determine those

----------- consultants of Company, as set forth on Exhibit "C", eligible to participate in the Plan on its effective date. A Consultant who is eligible to participate in the Plan and who is shown on the attached Exhibit "C" is hereinafter referred to as "Consultants", or in the plural, as "Consultants."



GRANT OF OPTIONS



Employees. Company hereby grants to the Employees, as shown on Exhibit "A"

--------- (Employees) and Exhibit "B" (Managers), as a matter of separate agreement and not in lieu of any other compensation to which such Employees may be otherwise entitled, the right and option, hereinafter called "Option", or "Options", to purchase the number shares of Class B membership interests of the Company, at such times, and in such amounts, as the Company shall determine, on the terms and conditions hereinafter set forth.



Company may, from time to time, grant additional Options to Employees.



Consultants. Company hereby grants to the Consultants, as shown on Exhibit

----------- "C", as a matter of separate agreement, the right and option, hereinafter called "Option" or "Options", to purchase the number shares of class B membership interests of the Company, at such times, and in such amounts, on the terms and conditions hereinafter set forth.



Company may, from time to time, amend Exhibit "C", as may be required to add new Consultants who become eligible for the Plan, or to grant additional Options to Consultants, but not without the prior authorization of the board of managers.





OPTION PRICE



The option exercise price for shares of Class B membership interests shall be set forth on Exhibit "A" for Employees, Exhibit "B" for Managers, and Exhibit "C" for Consultants, and shall be determined by the Company's board of managers and which price shall represent the fair value of Company stock on the grant date.



WHEN OPTIONS ARE EXERCISABLE



Employees. Options shall be exercisable by Employees only after such

--------- Options have vested. Furthermore, no options may be exercised, even if vested, prior to July 1, 2000, except as provided in sub-paragraphs (f) and (a) below.



Vesting under this Plan is de ...