UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 19, 2021
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 |
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(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) |
Registrant’s telephone number, including area code: (203) 825-6000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
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Common Stock, $0.0001 par value per share |
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FCEL |
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The Nasdaq Stock Market LLC
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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. ☐
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 19, 2021, due to the travel impacts of the COVID-19 pandemic, FuelCell Energy, Inc. (the “Company”) entered into a second amendment (the “Amendment”) to the Employment Agreement, effective as of August 26, 2019, between the Company and Jason B. Few, the Company’s President and Chief Executive Officer (the “CEO”), as amended by the first amendment, dated as of April 23, 2020 (the “Employment Agreement”). The Amendment provides that the Company shall pay to the CEO a lump sum cash payment in the gross amount of $200,000, within 30 days following his relocation to the Danbury, Connecticut area, provided that (i) such relocation occurs by no later than October 31, 2021 and (ii) the CEO is employed by the Company on the date of such payment. The Amendment also replaces the CEO’s monthly travel allowance with a monthly reimbursement of his actual commuting expenses incurred, subject to a limit of $13,000 per month, extends the period of time during which the Company will pay certain of the CEO’s apartment expenses until October 31, 2021 and provides for the Company’s reimbursement of travel expenses of the CEO’s spouse for two trips to facilitate relocation. All other terms and conditions of the Employment Agreement remain in full force and effect.
The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
Item 9.01.Financial Statements and Exhibits.
(d) The following exhibit is being filed herewith:
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Exhibit No. |
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Description |
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10.1 |
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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 20, 2021 |
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By: |
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/s/ Michael S. Bishop |
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Michael S. Bishop |
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Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 10.1
FUELCELL ENERGY, INC.
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of January 19, 2021, by and between FuelCell Energy, Inc. (the “Corporation”) and Jason B. Few (the “Executive”).
RECITALS:
WHEREAS, the Corporation and Executive have entered into an Employment Agreement, dated as of August 26, 2019, and amended by the First Amendment to Employment Agreement, dated as of April 23, 2020 (the “Employment Agreement”); and
WHEREAS, Paragraph 18 of the Employment Agreement provides that the Employment Agreement may not be amended or modified except by a written agreement executed by the parties thereto; and
WHEREAS, the Corporation and Executive now desire to amend the Employment Agreement as provided herein;
NOW, THEREFORE, on the basis of the foregoing premises, and subject to the proper approval of the Company’s Board of Directors, the parties hereto hereby agree as follows:
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Defined Terms. All capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement unless the context clearly indicates to the contrary. |
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Amendment. |
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(a) |
Paragraph 4(i) is hereby amended by deleting the first sentence of such paragraph and substituting therefor the following: |
Relocation. In recognition of Executive’s agreement to relocate to the Danbury, Connecticut area by no later than October 31, 2021, the Corporation shall pay to Executive a lump sum cash payment in the gross amount of $200,000 (the “Relocation Payment”), which shall be payable to Executive within thirty (30) days following Executive’s relocation, provided that (i) such relocation occurs by no later than October 31, 2021, and (ii) Executive is employed by the Corporation on the date of any such payment.
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(b) |
Paragraph 4(j) is hereby amended by deleting such paragraph in its entirety and substituting therefor the following: |
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Commuting and Apartment Expenses. In recognition of Executive’s agreement to commute to the Danbury, Connecticut area until he is able to relocate to such
area (as described above), the Corporation shall reimburse Executive for commuting expenses he actually incurs for such commute, as substantiated in accordance with any reimbursement policy maintained by the Corporation, up to a gross amount of $13,000 per month. Executive shall submit receipts for such expenses within two (2) weeks of the incurrence of the expenses, and the Corporation shall promptly review and provide reimbursement for approved expenses within two (2) weeks after they are submitted. The Corporation shall also promptly reimburse Executive for the reasonable cost of up to two (2) trips to the Danbury, Connecticut area for Executive’s spouse to facilitate relocation. In addition, through the earlier of October 31, 2021 and the date Executive has relocated to the Danbury Connecticut area (as described in Section 4.i above), the Corporation shall provide Executive with a reasonable apartment in the Danbury, Connecticut area.
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Effective Date of Amendment and Incorporation. The operative provisions of this Amendment shall be effective as of the date first written above and shall be deemed to be part of the Employment Agreement as if originally provided therein. Except as provided herein, all other terms of the Employment Agreement shall continue without modification and shall remain in full force and effect. |
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IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand and the Corporation has caused this Amendment to be executed in its name and on its behalf, all as of the day and year first above written. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument.
/s/ Jason B. Few_________________
Jason B. Few, Executive
FUELCELL ENERGY, INC.
By: /s/ James H. England_________
James H. England
Chairman of the Board