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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 30, 2024

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FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

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Delaware

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1-14204

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06-0853042

(State or Other Jurisdiction of

Incorporation)

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(Commission

File Number)

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(IRS Employer

Identification No.)

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3 Great Pasture Road,

Danbury, Connecticut

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06810

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(Address of Principal Executive Offices)

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(Zip Code)

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Registrant’s telephone number, including area code: (203)825-6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

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Trading Symbol(s)

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Name of each exchange on which registered

Common Stock, $0.0001 par value per share

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FCEL

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The Nasdaq Stock Market LLC
(Nasdaq Global Market)

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02. 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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(e) 2025 Long Term Incentive Plan Awards

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On and effective as of December 30, 2024, the Compensation and Leadership Development Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of FuelCell Energy, Inc. (the “Company”) approved the specific components of, and the payout calibration for, certain awards to be made under the Company’s Long Term Incentive Plan (the “LTI Plan”) for fiscal year 2025. The LTI Plan is a sub-plan consisting of awards made under the Company’s 2018 Omnibus Incentive Plan, as amended and restated (the “Omnibus Incentive Plan”). The participants in the LTI Plan include the Company’s named executive officers identified in the table below (the “NEOs”).

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The Compensation Committee also approved grants to the NEOs other than the Chief Executive Officer of the Company (the “CEO”), and the independent members of the Board approved a grant to the CEO, in each case under the LTI Plan for fiscal year 2025 (collectively, the “FY 2025 LTI Grants”), consisting of two award components: (1) relative total shareholder return (“TSR”) performance shares (50% of the target long-term incentive award value) and (2) time-vesting restricted stock units (50% of the target long-term incentive award value).

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The TSR performance shares granted in fiscal year 2025 will be earned over the three-year performance period ending on October 31, 2027, but will remain subject to a continued service-based vesting requirement until the third anniversary of the date of grant. The performance measure for the relative TSR performance shares is the TSR of the Company relative to the TSR of the Russell 2000 from October 31, 2024 through October 31, 2027, with the award calibration being 100% plus or minus 0.5x the difference between the Company’s TSR and the Russell 2000 Index composite TSR. The award is capped at 200% of the target number of performance shares, and the award is further capped at 100% of the target number of performance shares if the Company’s absolute TSR over the performance period is negative. The Company’s TSR is calculated by subtracting the Company’s beginning stock price (defined as the average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2024) from the ending stock price (defined as the average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2027), adding any dividends during the period, and then dividing the result by the Company’s beginning stock price.

The time-vesting restricted stock units granted in fiscal year 2025 will vest at a rate of one-half (1/2) of the total number of restricted stock units on each of the first two anniversaries of the date of grant.

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None of the FY 2025 LTI Grants include any dividend equivalent or other stockholder rights.

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The relative TSR portion of the FY 2025 LTI Grants shall, to the extent necessary to avoid issuing shares in excess of the remaining shares reserved for issuance under the Omnibus Incentive Plan, be settled in cash. Otherwise, to the extent the awards are earned, they may be settled in shares or cash of an equivalent value.

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The Form of Performance Share Award Agreement used for the relative TSR performance shares is filed herewith as Exhibit 10.1 and the Form of Restricted Stock Unit Award Agreement (U.S. Employees) used for the time-vesting restricted stock units was previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 6, 2018.

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The target award values of the FY 2025 LTI Grants to the NEOs are as follows:

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Named Executive Officer

Target 2025 LTI Plan Award

Jason Few

President and Chief Executive Officer

$1,158,300

Michael S. Bishop

Executive Vice President, Chief Financial Officer and Treasurer

$450,000

Joshua Dolger

Executive Vice President, General Counsel and Corporate Secretary

$247,500

Michael J. Lisowski

Executive Vice President, Strategic Partnerships

$220,000

Mark Feasel

Executive Vice President and Chief Commercial Officer

$220,000

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The number of time-vesting restricted stock units granted to the NEOs as of December 30, 2024, and the target number of performance shares granted to the NEOs as of December 30, 2024, were each determined by dividing one-half of the target award values included in the table above by the average closing price of the Company’s common stock over the 60 consecutive trading days preceding the grant date.

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Item 8.01.Other Events.

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On and effective as of January 1, 2025, the Board appointed Shankar Achanta to serve as the Company’s Executive Vice President, Chief Product and Technology Officer. Mr. Achanta previously served as the Company’s Senior Vice President, Chief Engineer since April 2024.

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In connection with Mr. Achanta’s appointment as the Company’s Executive Vice President, Chief Product and Technology Officer, the Company entered into an employment agreement with Mr. Achanta on and effective as of January 1, 2025 (the “Employment Agreement”). The Employment Agreement provides for an annual base salary of $400,000 and a target annual bonus for fiscal year 2025 equal to 60% of Mr. Achanta’s annual base salary, as determined and approved by the Board or a committee of the Board. Mr. Achanta will also be entitled to participate in the Company’s long-term incentive compensation program under the Omnibus Incentive Plan, with the terms and conditions of any awards granted to Mr. Achanta being in the sole discretion of the Board or a committee thereof.

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In the event that the Company terminates the employment of Mr. Achanta without cause (as defined in the Employment Agreement) or Mr. Achanta terminates his employment for good reason (as defined in the Employment Agreement), Mr. Achanta will be entitled to receive a severance payment in an amount equal to six months of his annual base salary at the date of termination plus payment by the Company of his COBRA premiums for up to six months, provided that he elects continuation of coverage under COBRA and he is not eligible for health coverage under another employer’s plan.

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In the event that Mr. Achanta’s employment is terminated in connection with a change in control (as defined in the Employment Agreement) by the Company for any reason other than cause or by Mr. Achanta for good reason, Mr. Achanta will be entitled to receive a severance payment in an amount equal to one year of his annual base salary as of the date of termination plus one year of the average of the annual bonuses paid to him since his appointment as Executive Vice President, Chief Product and Technology Officer, or if he has not received any annual bonuses, his target bonus for the year of such termination. The Company also will pay Mr. Achanta’s COBRA premiums for up to 12 months, provided that he elects continuation coverage under COBRA and he is not eligible for health coverage under another employer’s plan. The Employment Agreement also provides that any equity-based awards will accelerate and immediately vest if there is a change in control and Mr. Achanta’s employment with the Company is terminated by the Company without cause or by Mr. Achanta for good reason in connection with the change in control.

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The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.

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Item 9.01.Financial Statements and Exhibits.

(d)Exhibits:

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Exhibit

Number

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Description

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10.1

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10.2

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104

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Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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FUELCELL ENERGY, INC.

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Date: January 6, 2025

By:

/s/ Michael S. Bishop

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Michael S. Bishop

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Executive Vice President, Chief Financial Officer, and Treasurer

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Exhibit 10.1

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FuelCell Energy, Inc.

AMENDED AND RESTATED 2018 OMNIBuS INCENTIVE PLAN

PERFORMANCE SHARE Award – Contingent cash settlement
(RELATIVE TSR)

Dear _________,

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You have been granted an award (an “Award”) of performance shares of FuelCell Energy, Inc., a Delaware corporation (the “Company”), which are subject to the terms of the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan (as amended and restated, the “Plan”) and this Performance Share Award Agreement (this “Agreement”).  Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Plan.

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Grant Date:

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______________, 20__

Number of Performance Shares:

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Target Performance Shares:  ________

Maximum Performance Shares:  200% of Target

Performance Period:

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November 1, 2024 through October 31, 2027

Performance Vesting for Performance Shares:

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The performance metric that will determine the number of Performance Shares you earn will be the Company’s total shareholder return (“TSR”) over the performance period specified above (the “Performance Period”) relative to the Russell 2000 index composite TSR (“Relative TSR”).

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The Company’s TSR is calculated by subtracting the Beginning Stock Price from the Ending Stock Price (as each term is defined below) for the Performance Period, adding any dividends during the period, and then dividing the result by the Beginning Stock Price.

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“Beginning Stock Price” shall mean the average closing price of the Company’s common stock over the 20 consecutive trading days immediately prior to October 31, 2024.

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“Ending Stock Price” shall mean the average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2027.

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The number of Performance Shares earned will be as follows:

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100% plus or minus 0.5x the difference between the Company’s TSR and the Russell 2000 index composite TSR
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Payout is capped at 200% of the target number of Performance Shares
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Payout is capped at 100% of the target number of Performance Shares if the Company’s absolute TSR over the Performance Period is negative

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Any Performance Shares that are earned based on performance will be earned on the date that the Administrator certifies the achievement of the applicable level of Relative TSR. Any Performance Shares that are not earned on such date shall be forfeited.

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Performance Shares earned on the basis of Relative TSR performance remain subject to vesting based on continued service until the third anniversary of the Grant Date.

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If your employment or service with the Company and its Affiliates terminates (voluntarily or involuntarily) before the third anniversary of the Grant Date, all Performance Shares will be immediately and automatically forfeited.

Change of Control:

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Upon a Change of Control, your Performance Shares will be treated in accordance with Section 19 of the Plan.

Settlement:

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As soon as practicable after the third anniversary of the Grant Date (but no later than two-and-one-half months from the end of the fiscal year in which the Performance Shares vest), the Company will settle any earned Performance Shares by electing either to (i) issue in your name certificate(s) or make an appropriate book entry for a number of Shares equal to the number of Performance Shares that have vested or (ii) deliver an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to the number of Performance Shares that have vested.

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Contingent Mandatory Cash Settlement:

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Notwithstanding the Company’s election as to the medium of settlement described in the preceding section, to the extent necessary to avoid issuing Shares in excess of the then-remaining Shares reserved for issuance under Section 6(a) of the Plan (“Excess Shares”), the Company shall settle any earned Performance Shares by delivering cash as described in clause (ii) of the preceding section and, to the extent there are earned performance shares under other outstanding award agreements being settled simultaneously with the earned Performance Shares under this Award that could also result in Excess Shares and that also have a section titled “Contingent Mandatory Cash Settlement,” the mandatory cash settlement contemplated by this section will be applied to such other outstanding award agreements and this Award on a pro rata basis as determined by the Company in its sole and absolute discretion.  

Rights as Stockholder:

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You will not be deemed for any purposes to be a stockholder of the Company with respect to any of the Performance Shares unless and until Shares are issued to you upon settlement of this Award.

Restrictions on Transferability:

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Except as provided in the Plan, you may not sell, transfer, assign, pledge, or otherwise alienate this Award, and any attempt to do so shall be null and void.

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Tax Withholding:

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You understand that you (and not the Company) shall be responsible for your own federal, state, local, or foreign tax liability and any of your other tax consequences that may arise as a result of this Award, and that you should rely solely on the determinations of your tax advisors or your own determinations, and not on any statements or representations by the Company or any of its agents with regard to all tax matters.

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To the extent that the receipt, vesting or settlement of the Performance Shares, or disposition of any Shares acquired under your Award results in income to you for national, federal, state, local, foreign, or other tax purposes, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due to you to satisfy such tax or other withholding obligations. Alternatively, the Company or its Affiliate may require you to pay to the Company or its Affiliate, in cash, promptly on demand, or make other arrangements satisfactory to the Company or its Affiliate regarding the payment of the withholding amount.

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At the Administrator’s discretion, you may be able to satisfy all or a portion of the withholding obligations arising in connection with this Award by electing to (i) have the Company or its Affiliate withhold Shares otherwise due to you upon settlement of this Award, (ii) tender back Shares received upon settlement of this Award, or (iii) deliver other previously owned Shares, in each case having a Fair Market Value equal to the amount to be withheld; provided that the amount to be withheld may not exceed the maximum statutory tax rate associated with the transaction. If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Administrator requires. In any case, the Company and its Affiliates may defer making payment or delivery under this Award until such withholding obligations are paid.

Electronic Communications:

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The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  By accepting this Award, you hereby consent to receive such documents by electronic delivery, and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third-party designated by the Company.  You also agree that all on-line acknowledgements shall have the same force and effect as a written signature.

Miscellaneous:

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This Award is expressly subject to all the terms and conditions contained in this Agreement and the Plan, and the terms of the Plan are incorporated herein by reference.

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As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Agreement or the Plan and any determination made by the Administrator pursuant to this Award shall be final, binding and conclusive.  

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Generally, this Agreement can only be modified or amended by a writing signed by both you and the Company.  However, the Administrator may modify or amend this Award in certain circumstances without your consent as permitted by the Plan, and the Administrator may adjust, in its sole discretion, the method of calculating Relative TSR.

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The grant of this Award does not provide you with any right to continued employment or service with the Company or any Affiliate.

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The Performance Shares constitute a mere promise by the Company to make specified payments in the future if such benefits come due under the Award. You will have the status of a general creditor of the Company with respect to any vested Award.

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By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale.

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This Award, and any compensation or benefits that you receive as a result of this Award, shall be subject to any clawback or recoupment policy that the Company may adopt from time to time.

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The Company has caused this Agreement to be executed by one of its authorized officers and is effective as of the Grant Date.

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FuelCell Energy, Inc.

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______________________

[Name]

[Title]

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Exhibit 10.2

Graphic

January 1, 2025

Shankar Achanta

Executive Vice President, Chief Product and Technology Officer

c/o FuelCell Energy, Inc.

3 Great Pasture Road

Danbury, CT  06810

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Dear Shankar:

This employment agreement (this “Agreement”) is made and entered into effective as of January 1, 2025 (the “Effective Date”), by and between FuelCell Energy, Inc., a Delaware corporation (the “Corporation”), and you.

WHEREAS, the Corporation and you desire to enter into this Agreement to set forth the terms and conditions of your continued employment relationship; and

WHEREAS, you acknowledge that by executing and delivering this Agreement, you will obtain certain rights, compensation, and benefits greater than those that you previously received from the Corporation and that, accordingly, such rights, compensation, and benefits constitute valid consideration to you.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:

I.Position and Duties.

You shall perform all duties, consistent with your position as Executive Vice President, Chief Product and Technology Officer in order to advance the Corporation’s affairs and related business efforts, assigned or delegated to you by the Board of Directors of the Corporation (the “Board”) or the Corporation’s President and Chief Executive Officer (“CEO”) and normally associated with the position of Executive Vice President, Chief Product and Technology Officer.  You shall devote all of your full business time, attention, energies, skills, and efforts to the advancement of the interests and business of the Corporation.

II.Compensation.
A.Your base annual salary will be $400,000 effective as of the Effective Date.
B.For fiscal year 2025, you will be eligible for a target annual bonus equal to 60% of your base salary as determined and approved by the Board or a committee thereof.  The actual amount of the bonus may be more or less than the target amount, and may be pro rated for any partial year of service. Any bonus may be payable in cash, stock options and/or restricted stock upon such terms and conditions as determined by the Board or a committee thereof.  The Corporation will pay any such bonus by the end of the first quarter of the following fiscal year, provided you are employed by the Corporation on the date the bonus is actually paid.  Payment of the bonus in any year should not be construed as requiring the payment of a bonus in any other year.  You may from time to time also be eligible to receive other incentive awards at the Corporation’ sole discretion.
C.You shall be entitled to participate in the Corporation’s long-term incentive compensation program under its 2018 Omnibus Incentive Plan or any successor plan thereto (the “Plan”).  The determination as to the amount or number of shares subject to any long-term incentive awards, and the other terms and conditions of such awards, shall be subject to the sole discretion of the Board or a committee thereof. Any awards granted to you shall be subject to the provisions of the Plan and a separate written agreement embodying the grant of the award in the form stipulated pursuant to the Plan. Your next eligibility for a new long-term incentive award will be in fiscal year 2026 based on your performance and other factors at the discretion of the CEO and the compensation committee of the Board.

You hereby acknowledge that your rights hereunder shall be subject to the Corporation’s Compensation Recovery Policy or similar requirements in favor of the Corporation established by law or by Corporation policy.

III.Severance Benefits.
A.Termination Without Cause or for Good Reason.  In the event that the Corporation terminates your employment without Cause (as defined below) or you terminate your employment for Good Reason (as defined below), you will be entitled to receive a severance payment in an amount equal to six (6) months of your annual base salary as of the date of termination plus payment by the Corporation of your COBRA premiums for up to six (6) months provided you elect continuation of coverage under COBRA and you are not eligible for health coverage under another employer’s plan.  The Corporation reserves the right to provide you with a cash equivalent of the cost of such COBRA premiums in lieu of making the premium payments. The severance payment will be made over a six (6) month period, with payments made in equal installments in accordance with the Corporation’s usual pay periods.

For purposes of this Agreement, “Cause” shall mean that any of the following has occurred: (1) your material breach of this Agreement if the Corporation has notified you of such breach and you have not cured such breach within the period described below; (2) your conviction of, or entry of a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or of a lesser crime having as its predicate element fraud, dishonesty or misappropriation of property, whether or not property of the Corporation; (3) your willful misconduct, willful dishonesty, or illegal conduct, whether or not related to your employment with the Corporation and including any acts that occurred prior the Effective Date, in each case which the Board reasonably determines has or could cause material financial or reputational harm to the Corporation or its affiliates; (4) your

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material failure to adhere to any policy of the Corporation generally applicable to employees of the Corporation if you have been given an reasonable opportunity to comply with such policy or cure your failure to comply; (5) your appropriation (or attempted appropriation) of a business opportunity of the Corporation, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Corporation; (6) your misappropriation (or attempted misappropriation) of any of the Corporation’s funds or property; (7) your engaging in bad faith or gross negligence in the performance of your duties under this Agreement; or (8) your willful and material failure to comply with any valid and legal directive of the Board or the CEO; provided, however, that your unwillingness to accept an act that would constitute Good Reason or any other action by or at the request of the Corporation that is contrary to this Agreement may not be considered by the Board or the CEO to be a failure to comply. To terminate your employment for Cause, the Board or the CEO must provide you with written notice of the existence of the circumstances providing grounds for termination for Cause and, except for a circumstance which, by its nature, cannot reasonably be expected to be cured, you will have fifteen (15) business days after delivery of such notice to cure the circumstances constituting Cause. If such circumstances are timely cured, they shall not constitute grounds for a termination for Cause.

You will be considered to have terminated your employment for “Good Reason” if you resign after one or more of the following conditions arises without your consent:

1.A material diminution in your base salary;
2.A material diminution in your authority, duties or responsibilities;
3.A material diminution in the budget over which you retain authority; or
4.A material change in the geographic location at which you must perform your duties.

Notwithstanding the foregoing, you will not be considered to have terminated your employment for Good Reason unless (a) you provide written notice to the Corporation of the existence of the condition constituting Good Reason within a period not to exceed ninety (90) days of the initial existence of the condition, upon the receipt of which the Corporation will have a cure period of at least thirty (30) days during which it may remedy the condition and not be required to pay any severance, (b) the Corporation fails to remedy such condition within such thirty (30) day period and (c) you actually resign for Good Reason within sixty (60) days following the expiration of such cure period.

B.Change in Control.  In the event that your employment is terminated by the Corporation for any reason other than for Cause or you resign for Good Reason, in each case in connection with a Change in Control (as defined below), you will be entitled to receive a severance payment in an amount equal to one (1) year of your base salary as of the date of termination plus one (1) year of the average of the annual bonuses paid to you since your appointment as Executive Vice President, Chief Product and Technology Officer (or, if you have not received any such annual bonuses your target annual bonus for the year of such termination).  The Corporation will

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also pay your COBRA premiums for up to twelve (12) months provided you elect continuation coverage under COBRA and you are not eligible for health coverage under another employer’s plan.  The Corporation reserves the right to provide you with a cash equivalent of the cost of such COBRA premiums in lieu of making the premium payments.  The severance payment will be made over a twelve (12) month period following the date of termination, with payments made in equal installments in accordance with the Corporation’s usual pay periods.

Notwithstanding the foregoing, you will not be considered to have terminated your employment for Good Reason in connection with a Change in Control unless (a) you provide written notice to the Corporation (or its successor in the Change in Control) of the existence of the condition constituting Good Reason within a period not to exceed ninety (90) days of the initial existence of the condition and within the ninety (90) day period preceding the Change in Control or the eighteen (18) month period after the Change in Control, upon the receipt of which the Corporation (or its successor) will have a cure period of at least thirty (30) days during which it may remedy the condition and not be required to pay any severance, (b) the Corporation (or its successor) fails to remedy such condition within such thirty (30) day period and (c) you actually resign for Good Reason within sixty (60) days following the expiration of such cure period.  If the Corporation terminates your employment without Cause during the ninety (90) day period preceding a Change in Control or the eighteen (18) month period thereafter, the termination will be deemed to be in connection with a Change in Control.

A “Change in Control” shall be deemed to have occurred upon the closing of a transaction that is of a nature that would be required to be reported in response to Item 5.01(a) of the Current Report on Form 8-K, as in effect on the date of this Agreement, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without limitation, such a Change in Control shall be deemed to have occurred if: (a) a third person, including a "group" as such term is used in Section 13(d)(3) of the Exchange Act, other than the trustee of any employee benefit plan of the Corporation, becomes the beneficial owner, directly or indirectly, of 35% or more of the combined voting power of the Corporation's outstanding voting securities ordinarily having the right to vote for the election of directors of the Corporation; (b) during any period of twenty-four (24) consecutive months individuals who, at the beginning of such consecutive twenty-four (24) month period, constitute the Board cease for any reason (other than retirement upon reaching normal retirement age, disability, or death) to constitute at least a majority of the Board; provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least three quarters of the directors comprising the Incumbent Board (as defined below) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (c) the Corporation shall cease to be a publicly owned corporation having its outstanding Common Stock listed on the New York Stock Exchange or quoted in the NASDAQ National or Small Cap Market System, except where the delisting is related to a private purchase of the Corporation's stock by a group consisting of the Corporation's current officers, or where the delisting would not result in the occurrence of any of the events described in clauses (a) or (b) of this definition.

For these purposes, a Change in Control shall not be deemed to have occurred and the enhanced severance under Section III.B shall not apply where, with respect to any transaction

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otherwise constituting a Change in Control, you are reasonably expected to maintain the same position you had as of immediately prior to such transaction.

For these purposes, “Incumbent Board” means the Board as in existence twenty-four (24) months prior to the date the action is being considered. Notwithstanding the foregoing, if the Incumbent Board specifically determines in good faith that any transaction does not constitute a Change in Control for purposes of this Agreement such determination shall be conclusive and binding.

Except to the extent a result more favorable to you is provided for in the Plan or the applicable award agreements, any equity-based awards granted to you by the Corporation shall accelerate and immediately vest if there is a Change in Control and your employment with the Corporation is terminated by the Corporation without Cause or by you for Good Reason in connection with such Change in Control.

C.Other Terminations of Employment.  In the event that your employment is terminated under any circumstances not described above, you will be entitled to receive only your accrued but unpaid base salary and accrued but unused vacation as of your termination date, which shall be paid in accordance with the Corporation’s customary payroll procedures; reimbursement for unreimbursed business expenses properly incurred by you, paid in accordance with the Corporation’s expense reimbursement policy; and employee benefits, if any, to which you may be entitled under the Corporation’s employee benefit plans as of the date of your termination.
IV.Eligibility for Severance; Requirement of Release.

Any severance payments required hereunder shall commence on the first regular payroll date following the sixtieth (60th) day after the date of termination of your employment with the Corporation so long as, prior to such date, you execute and agree to be bound by (and do not revoke) a release of all claims, on a form provided by the Corporation, which releases any and all claims that you have or might have against the Corporation and which contains terms customary in such a release.  If the Corporation does not receive an executed release prior to the date occurring sixty (60) days after the date of termination of your employment with the Corporation (including within such sixty (60) day period any applicable revocation period), the Corporation shall have no obligation to provide severance payments or benefits to you.

V.Compliance with Section 409A of the Code; Entire Agreement.

To the extent the Corporation in the exercise of its reasonable judgment shall determine that Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) applies to any amounts payable to you hereunder, then any such amounts shall be paid in such fashion and at such times so as to ensure that the Corporation and you are in compliance with Section 409A of the Code; provided that the Corporation does not guarantee that any payments or benefits contemplated by this Agreement shall comply with Section 409A of the Code.

Notwithstanding anything to the contrary in this Agreement, in the event that any stock of the Corporation or any entity within the same controlled group (as defined in Section 414(b) of the Code), is publicly traded on an established securities market as defined in Section 1.409A-1(i) of the Treasury Regulations under Section 409A of the Code, payments to you that are subject to the

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provisions of Section 409A of the Code will not be made until the date that is six (6) months plus one day after your date of separation from service, or, if earlier than the end of the six-month period, the date of your death, if you are a Specified Employee (as defined below) to the extent required for compliance with Section 409A of the Code. Any payments delayed hereunder shall be paid in a single lump sum payment on such date. For purposes of this paragraph, “Specified Employee” means a key employee (as defined in Code Section 416(i)) of the Corporation or any affiliated organization with employees in the United States. You will be considered a key employee for the period commencing April 1 and ending on the March 31 thereafter if you were a key employee on the previous December 31 and such designation shall be effective solely for that period.

This Agreement contains the entire agreement and understanding by and between you and the Corporation with respect to your employment and supersedes any existing agreements between the Corporation and you with respect to such subject matter. No representations, promises, agreements, or understandings, written or oral, relating to your employment by the Corporation, or any of its officers, directors, employees, or agents, not contained herein shall be of any force or effect, other than any agreement(s) relating to confidentiality, intellectual property or restrictive covenants between you and the Corporation.

In no event shall any payment be made hereunder that shall exceed the limitations of Section 162(m) of the Code and any regulations thereunder applicable to the Corporation.

THE NEXT PAGE IS THE SIGNATURE PAGE

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IN WITNESS WHEREOF, the Corporation and you have duly executed this Agreement on the date set forth below.

CORPORATION:

FUELCELL ENERGY, INC.

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___/s/ Jason B. Few_________________________
Name: Jason B. Few
Its: President and Chief Executive Officer

Date:  January 1, 2025

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Shankar Achanta

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___/s/ Shankar Achanta_______________________

Date:  January 1, 2025

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v3.24.4
Document and Entity Information
Dec. 30, 2024
Cover [Abstract]  
Entity Registrant Name FUELCELL ENERGY, INC.
Entity Central Index Key 0000886128
Document Type 8-K
Document Period End Date Dec. 30, 2024
Amendment Flag false
Entity Emerging Growth Company false
Entity File Number 1-14204
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 06-0853042
Entity Address, Address Line One 3 Great Pasture Road
Entity Address, City or Town Danbury
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06810
City Area Code 203
Local Phone Number 825-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Security Exchange Name NASDAQ
Trading Symbol FCEL
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