Dear Vince:
Exhibit
10.2 - Consulting Agreement for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ dated April 30,
2008
Dear
▇▇▇▇▇:
The
following is an agreement (this “Agreement”) which sets out the mutual
understanding between Fuel Tech, Inc. (the “Company”) and you as to the terms
and conditions of your engagement as a consultant to the Company subsequent
to
your resignation as an employee and Senior Vice President, Treasurer and Chief
Financial Officer of the Company, all of which have been discussed between
us on
amicable terms. If you are in accord with these terms and conditions, please
sign below where indicated.
1.
Resignation. You have simultaneously with the execution of this Agreement
delivered your signed resignation to the Company as referenced above, and
resignations of all directorships in Company affiliates worldwide, to be
effective on the close of business May 31, 2008 (the “Effective Date”).
2.
Consultancy. The Company hereby engages you to act as a consultant to it from
the Effective Date to provide advice and assistance in matters relating to
the
Company as requested and directed by the President and CEO. In performing such
consultancy services you will, at the Company’s reasonable request from time to
time, for a minimum of 40 hours per month during the Term of this Agreement
make
yourself available in person at the Company’s Illinois offices or at such other
location as the Company requests.
3.
Term.
This Agreement shall expire and your consultancy shall terminate at the close
of
business, September 30, 2008 (the “Termination Date”). For all purposes
hereunder, your consultancy services may only be deemed unsatisfactory if you
intentionally fail to provide services as reasonably requested.
4.
Compensation. In consideration of your consultancy services hereunder during
the
Term, the Company shall compensate you as follows:
(a)
Cash:
The Company shall pay you each month, the basic rate of $10,000 per month,
payable in two installments of $5,000 on or about the 1st and 15th of each
month
during the Term, and, for time spent on such consulting services in any month
in
excess of 40 hours, at the additional rate of $200 per hour, against your
invoices detailing such time spent.
(b)
Pro-Rated CIP: Upon successful completion of your consultancy services hereunder
through the period ending September 30, 2008 and in lieu of continued
participation in the Corporate Incentive Plan (“CIP”), the Company will pay you
a cash settlement of $67,500 which is calculated based on the proration of
a
salary of $225,000 times a 40% Target Incentive Participation and times 75%
representing nine rather than 12 months participation in the CIP.
(c)
Accelerated Vesting of Options: The Company shall vest, i.e. allow to be
exercised by you, effective at the close of business on the Termination Date,
so
much of your Company stock option awards of December 7, 2004, December 6, 2005
and December 7, 2006 as are scheduled to vest on December 6 and 7, 2008, all
such accelerated vested options aggregating 41,250 shares, as illustrated by
Schedule A attached. Other options illustrated on Schedule A which are not
vested and not given accelerated vesting in this Section 3 (c) shall be
forfeited by you to the Company in accordance with the terms of such
options.
(d)
Extended Option Exercise: Following satisfactory completion of your consultancy
on the Termination Date, all of your then vested and exercisable options,
including those referenced in Section 3(c) above, and including those that
are
vested as of the Effective Date and that would have expired thirty days after
the Effective Date would it not be for this agreement, shall be able to be
exercised by you until the close of business on October 1, 2009 (the “Extended
Exercise Date”). It is understood that you shall be required to pay, or make
provision for, the exercise price and Federal and State income tax and payroll
taxes in connection with any exercise of options.
(e)
Expense Reimbursement. The Company shall reimburse you for your ordinary and
necessary expenses incurred in the discharge of your consultancy hereunder;
provided, however, that any single expenditure in the amount of $500 or more
shall be approved in advance by the Company and your commuting expenses from
your home to the Company’s Illinois offices shall not be reimbursed.
5.
Reporting. In performing your consultancy services you shall report to ▇▇▇▇
▇.
▇▇▇▇▇▇ ▇▇., Chief Executive Officer.
6.
Mutual
Releases. You and the Company hereby mutually remise, release and forever
discharge one another of and from all claims whatsoever previously arising
which
one party hereafter may raise against the other with respect to matters arising
prior to the date of this Agreement. Excluded, however, from these releases
are
(a) claims by you against the Company for previously accrued and unpaid wages
and vacation pay through the Effective Date; your 401(k) account and such health
and welfare benefits as may be due to you as a former employee of the Company
under the Company’s written plans and policies, including COBRA health benefits
concerning which you shall receive information separately from this Agreement;
and (b) claims by the Company against you arising out of a breach of your
undertakings in your Employment Agreement with the Company of May 22, 1999
(the
“Employment Agreement”) to the extent that such undertakings are intended in the
Employment Agreement to survive your resignation, it being understood that
it is
not intended by this Agreement and these mutual releases to revoke such
undertakings.
7.
No
Disparagement. While neither you nor the Company anticipates any set of
circumstances where it might occur, nevertheless, you and the Company agree
not
to disparage one another to any third party orally or in writing.
8.
References. So long as you shall not be in breach of your undertakings in this
Agreement or the Employment Agreement, the Company shall provide to such parties
to whom you may subsequently apply for employment, a favorable reference
concerning your employment with the Company.
9.
16a
Reports. You understand that you are required for a period of six (6) months
following the Effective Date to file 16a SEC reports of your sales and purchases
of Company 1934 Act registered securities and that, at the end of such six
month
period, you shall file a Form 4 SEC report which shall be designated as a “final
report.” The Company agrees to assist you in making these filings and all costs
will be borne by the Company.
10.
Assignment. This Agreement is personal to the parties and may not be transferred
or assigned by a party absent the express written advance consent to such
transfer or assignment by the other party granted in its absolute discretion
and
any assignment without such consent shall be null and void.
11.
Integration; Modification. This Agreement is the entire expression of our
agreement as to your resignation and consultancy and may not be modified or
amended except by a writing signed by you and the Company referring to this
Agreement and stating that it is an amendment or modification of this
Agreement.
12.
Law;
Dispute Resolution. This Agreement shall be construed and enforced according
to
the internal laws of the State of Illinois without giving effect to the
conflicts of laws rules of any state. Any dispute between the parties or claim
raised by one against the other shall be determined in arbitration according
to
the terms of Sections 8 and 9 of the Employment Agreement, it being intended
by
the parties that such terms are incorporated by reference into this Agreement
and shall be as fully effective as if set out in this Agreement. You furthermore
waive any claim to trial by jury, in the event that any dispute between you
and
the Company or any claim raised by one against the other shall nevertheless
be
determined in a judicial proceeding.
Schedule
A
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Options that are
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Options that will be
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Option
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Quantity
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Options
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Quantity
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Scheduled to vest on
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Forfeited on December 6-7, 2008
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Grant
Date
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of Options
Issued
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Quantity
Exercised
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Vested
at 12/31/07
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Not Vested
at 12/31/07
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December 6-7,
2008
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Vesting in
2009
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Vesting in
2010
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Total
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12/09/03
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20,000
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15,000
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5,000
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0
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0
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0
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0
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0
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12/07/04
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40,000
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15,000
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15,000
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10,000
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10,000
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0
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0
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10,000
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12/06/05
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45,000
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0
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22,500
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22,500
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11,250
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11,250
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0
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22,500
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12/07/06
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40,000
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0
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0
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40,000
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20,000
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10,000
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10,000
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40,000
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145,000
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30,000
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42,500
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72,500
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41,250
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21,250
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10,000
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72,500
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By:
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▇▇▇▇
▇. ▇▇▇▇▇▇ ▇▇.
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President
and CEO
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Agreed
to and accepted, this 30th Day of April, 2008.
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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