FUELCELL ENERGY, INC. (NASDAQ:FCEL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FUELCELL ENERGY, INC. (NASDAQ:FCEL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

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On July 30, 2019, FuelCell Energy, Inc. (the “Company”) entered into employment agreements (the “Employment Agreements”) with Michael Lisowski, its Executive Vice President and Chief Operating Officer (“Lisowski”), and Anthony Leo, its Executive Vice President and Chief Technology Officer (“Leo”). The Employment Agreements are effective August 1, 2019.

The Employment Agreement between the Company and Lisowski provides for an annual base salary of $325,000 and a target annual bonus equal to 50% of his annual base salary, as determined and approved by the Board of Directors of the Company (the “Board”). Lisowski is also entitled to participate in the Company’s long-term incentive compensation program under its 2018 Omnibus Incentive Plan, with the terms and conditions of any awards granted to Lisowski being in the sole discretion of the Board.  

The Employment Agreement between the Company and Leo provides for an annual base salary of $275,000 and a target annual bonus equal to 50% of his annual base salary, as determined and approved by the Board. Leo is also entitled to participate in the Company’s long-term incentive compensation program under its 2018 Omnibus Incentive Plan, with the terms and conditions of any awards granted to Leo being in the sole discretion of the Board.  

In the event that the Company terminates the employment of Lisowski or Leo without cause or Lisowski or Leo terminates his employment for good reason (as defined in the Employment Agreement), the executive 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.

In the event that either Lisowski’s or Leo’s employment is terminated in connection with a change in control (as defined in the Employment Agreements) by the Company for any reason other than cause or by the executive for good reason, the executive 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 bonuses paid to him since his promotion to Chief Operating Officer or Chief Technology Officer, as applicable, or if he has not received any bonuses, his target bonus for the year of such termination.  The Company also will pay the executive’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. If the Company terminates Lisowski’s or Leo’s employment without cause during the 90 day period preceding a change in control or the 18 month period thereafter, the termination will be deemed to be in connection with a change in control. The Employment Agreements also provide that any equity-based awards will accelerate and immediately vest if there is a change in control and the executive’s employment with the Company is terminated by the Company without cause or by the executive for good reason in connection with the change in control.  

The foregoing summaries of the Employment Agreements are not complete descriptions and are qualified in their entirety by reference to the full text of the Employment Agreements, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and incorporated herein by reference.

FUELCELL ENERGY INC Exhibit
EX-10.1 2 fcel-ex101_9.htm EX-10.1 fcel-ex101_9.htm EXHIBIT 10.1   July 25,…
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About FUELCELL ENERGY, INC. (NASDAQ:FCEL)

FuelCell Energy, Inc. is an integrated fuel cell company. The Company designs, manufactures, sells, installs, operates and services stationary fuel cell power plants for distributed power generation. The Company’s segment is fuel cell power plant production and research. The Company’s power plants provide on-site power and utility grid support. The Company’s plants operate in approximately 50 locations on approximately three continents and generate approximately four billion kilowatt hours (kWh) of electricity. The Company’s fuel cell products, Direct FuelCell (DFC) power plants offer power generation for customers, including approximately 2.8 megawatts DFC3000, approximately 1.4 megawatts DFC1500 and approximately 300 kilowatts DFC300 plus derivations of the DFC product for specific applications. The Company offers project development; engineering procurement and construction (EPC) services operations and maintenance, and project finance.

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