Exhibit 10.1
Non-Employee Director Form
FuelCell Energy, Inc.
2018 OMNIBuS INCENTIVE PLAN
Restricted Stock Unit Award
Dear ____________,
You have been granted an award (an “Award”) of restricted stock units of FuelCell Energy, Inc., a Delaware corporation (the “Company”), which are subject to the terms of the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan (the “Plan”) and this Restricted Stock Unit Award Agreement (this “Agreement”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Plan.
Grant Date: |
| ______________, 2018 |
Number of Restricted Stock Units: |
| _______________ (the “Restricted Stock Units”) |
Vesting Schedule: |
| Your Restricted Stock Units will vest according to the following schedule, provided that you remain continuously in the service of the Company or an Affiliate through the applicable vesting date: [insert vesting schedule] Except as otherwise provided in this Agreement or in the Plan, upon your cessation of services to the Company and its Affiliates prior to the date the Restricted Stock Units are vested (as described above), you will forfeit the unvested Restricted Stock Units. |
Change of Control: |
| Upon a Change of Control, your Restricted Stock Units will be treated in accordance with Section 19 of the Plan. |
Settlement: |
| As soon as practicable after each vesting date (but in no event later than seventy-five (75) days after the vesting date) the Company will settle the Restricted Stock Units 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 Restricted Stock Units 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 Restricted Stock Units that have vested. |
Rights as Stockholder: |
| You will not be deemed for any purposes to be a stockholder of the Company with respect to any of the Restricted Stock Units unless and until Shares are issued to you upon settlement of this Award. |
|
| 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. | |
Tax Withholding: |
| 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. To the extent that the receipt, vesting or settlement of the Restricted Stock Units, 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. |
Electronic Communications: |
| 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. |
The Company has caused this Agreement to be executed by one of its authorized officers and is effective as of the Grant Date.
FuelCell Energy, Inc.
______________________
[Name]
[Title]