FTEK 8-K
Fuel Tech, Inc. (FTEK)
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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)) |
Emerging growth company |
Mr. Nuggihalli holds a bachelor’s degree in engineering from the University of Mysore, a Master of Engineering from McGill University, a Master of Business Administration from Wilfrid Laurier University, and a Master of Philosophy from the University of Pennsylvania. He serves on the boards of two nonprofit organizations – Chester County Food Bank and Chester County Futures.
There are no family relationships between Mr. Nuggihalli and any director or executive officer of the Company, and Mr. Nuggihalli has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to a separate Change of Control Severance Agreement, if within 12 months following a Change of Control, Mr. Nuggihalli’s employment is terminated without Cause, for Good Reason, or due to death or Disability, he will be entitled to a lump-sum severance payment equal to 12 months of base salary, 100% immediate vesting of the initial 300,000 RSUs, a pro-rated annual bonus, and up to six months of COBRA reimbursements. In lieu of these severance benefits, Mr. Nuggihalli may elect to receive a Transaction Completion Bonus (“TCB”) under the Employment Agreement equal to 0.5% of Total Enterprise Value (capped at three times base salary), provided the transaction yields per-share consideration to common stockholders of at least $4.00.
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Fuel Tech, Inc. | |||
(Registrant) | |||
By: | /s/ Bradley W. Johnson | ||
Bradley W. Johnson | |||
Date: August 4, 2026 | Vice President, General Counsel and Secretary | ||
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 31, 2026 (the “Effective Date”), by and between Fuel Tech, Inc., a Delaware corporation with its offices at 27601 Bella Vista Parkway, Warrenville, Illinoi 60555 (the “Company”), and Ramesh Nuggihalli (“Executive”).
RECITALS
WHEREAS, the Company desires to secure the services of Executive as its Chief Executive Officer and President; and
WHEREAS, Executive is willing to be employed by the Company and render such services upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1. | Position, Duties, and Board Governance |
| 1.1. | Position and Duties: Executive shall serve as the Chief Executive Officer (CEO) and President of the Company. Executive shall have the duties, authority, and responsibilities customary for a chief executive officer of a publicly traded corporation of similar size. |
| 1.2. | Reporting Line: Executive shall report directly and exclusively to the Company’s Board of Directors (the “Board”). |
| 1.3. | Board Representation: Subject to election and corporate governance standards, during the Term (as defined below), the Board shall nominate Executive for election to the Board at each annual meeting of stockholders. Executive agrees to serve on the Board if elected. Upon termination of Executive's employment for any reason, Executive shall immediately resign from the Board and all officer positions held with the Company and its subsidiaries. |
| 1.4. | Best Efforts: Executive agrees to devote substantially all of Executive's business time, attention, and energies to the performance of Executive's duties hereunder. Subject to the prior written consent of the Board, which consent shall not be unreasonably withheld, conditioned, or delayed, Executive may serve as a non-employee director on the board of directors (or advisory board) of other corporate entities that do not compete, directly or indirectly, with the business of the Company or any of its subsidiaries. |
| 2. | Term of Employment |
| 2.1. | Term: Employment under this Agreement shall be at-will, subject to the termination and severance framework set forth in Section 4 and Section 5 herein. The initial baseline term under this framework shall commence on the Effective Date and continue for an initial period of three (3) years (the “Initial Term”). |
| 2.2. | Automatic Renewal: On the third anniversary of the Effective Date and on each subsequent anniversary thereafter, the Term shall automatically extend for one (1) additional year (each a “Renewal Term”), unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term. |
| 3. | Compensation and Benefits |
| 3.1. | Base Salary: The Company shall pay Executive an initial annualized base salary of $440,000 (the “Base Salary”), payable in accordance with the Company’s regular executive payroll practices. The Base Salary shall be reviewed annually by the Compensation Committee of the Board and may be increased in its discretion. |
| 3.2. | Initial Equity Grant: Effective on the first date of employment, Executive shall receive a one-time, initial award of 300,000 Restricted Stock Units (RSUs) issued pursuant to the Company’s standard form of RSU agreement under the Fuel Tech, Inc. 2024 Long-Term Incentive Plan (the “Plan”). This award shall vest as follows: 100,000 RSUs will vest on the first anniversary of the grant date, 100,000 will vest on the second anniversary of the grant date and the remaining 100,000 RSUs will vest on the third anniversary of the grant date, in each case subject to the terms and conditions set forth in the agreement granting such RSUs. |
| 3.3. | Short Term Incentives (“STI”): Commencing in fiscal year 2027, Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) under the Company's Corporate Incentive Plan (or any successor short-term compensation plan adopted by the Compensation Committee) with a target opportunity of 75% of Executive's Base Salary. The actual payout may range between 0% to a maximum payout of 130%, as determined by the Compensation Committee based on the achievement of specific corporate financial metrics established annually by the Board. |
| 3.4. | Long-Term Incentives (“LTI”): Commencing in fiscal year 2027, Executive shall be eligible to participate in the executive performance RSU plan adopted by the Compensation Committee (or any successor long-term plan adopted by the Compensation Committee). Equity grants under this plan shall have a target grant-date fair value of 100% of Base Salary, to be reviewed and finalized by the Compensation Committee in its normal cycle no later than March 31, 2027. The specific mix of equity vehicles, vesting schedules, and performance metrics shall be determined annually by the Compensation Committee. |
| 3.5. | Executive Benefits and Perquisites: Executive shall be entitled to the following additional benefits and perquisites: |
| (a) | Health & Welfare: Immediate eligibility, commencing on the operational start date, to participate in the comprehensive health, medical, dental, life, and disability programs available to senior executives. |
| (b) | Retirement Benefits: Eligibility to participate in the Company’s 401(k) plan, including eligibility for Company matching and employer contributions, subject to standard plan timelines. |
| (c) | Vacation & Leave: An annual allotment of five (5) weeks of vacation, two (2) floating holidays, six (6) personal/sick days, and all scheduled Company holidays. |
| (d) | Housing Allowance: A monthly housing allowance of $2,500 to cover local corporate housing or rental accommodations near corporate headquarters. This allowance will be treated as a reimbursable expense, is not subject to 401(k) reporting, and will continue for the duration of the employment term, subject to annual review by the Compensation Committee. |
| (e) | Business Expense Reimbursement: Prompt reimbursement for all reasonable, documented business travel and remote-work operational expenses in accordance with standard Company policies, including travel to and from Executive's home and the Company's corporate |
| 3.6. | Clawback Provision: Notwithstanding anything to the contrary contained in this Agreement, all incentive-based compensation (cash and equity) paid to Executive shall be subject to recoupment or “clawback” in accordance with the Fuel Tech, Inc. Policy for the Recovery of Erroneously Awarded Compensation, as may be amended from time to time to comply with the Securities Exchange Act of 1934, Section 954 of the Dodd-Frank Act, and applicable NASDAQ listing standards. |
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| 4. | Termination and Severance |
| 4.1. | Termination: Executive's employment may be terminated by either party at any time; provided, however, that the financial consequences of such termination shall be governed by this Section 4 and, in the case of a change of control, at the option of Executive, either Section 5 below or the terms of that certain Change in Control Severance Agreement entered into between the Executive and the Company contemporaneously with the execution of this Agreement (the “CIC Severance Agreement”).
If the Executive’s employment is terminated for Cause or by Executive without Good Reason (as each term is defined in Sections 4.2 and 4.3 below), the Company will have no further obligations beyond accrued, unpaid base salary and benefits. |
| 4.2. | Termination for Cause: The Company may terminate Executive’s employment immediately for “Cause”. For purposes of this Agreement, “Cause” shall mean: (a) Executive’s material breach of this Agreement or the Company's Code of Business Ethics that, if reasonably capable of cure, remains uncured following the notice and cure procedures set forth below; (b) Executive's willful engagement in conduct that is demonstrably and materially injurious to the monetary or reputational standing of the Company; (c) conviction of the Executive under, or a plea of guilty by the Participant to any state or federal felony charge (or the equivalent thereof outside of the United States); (d) any instance of fraud, embezzlement, self-dealing, insider trading or similar malfeasance with respect to the Company or its affiliates regardless of amount; or (e) substance or alcohol abuse. Notwithstanding the foregoing, with respect to any termination for Cause based on subsection 4.2(a) above, the Company shall provide Executive with written notice specifying in reasonable detail the basis for such determination, and Executive shall have thirty (30) days following receipt of such notice to cure such breach to the reasonable satisfaction of the Board. If Executive cures such breach within such thirty (30)-day period, such breach shall not constitute Cause. |
| 4.3. | Resignation for Good Reason: Executive may resign for “Good Reason”. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without Executive’s express written consent: (a) a material diminution in Executive’s Base Salary, title, authority, duties, or responsibilities; (b) a requirement that Executive report to anyone other than the Board; (c) the Company’s material breach of any provision of this Agreement; or (d) the Company requires Executive to be permanently based at a location that is more than thirty-five (35) miles from the Executive’s home residence. |
| 4.4. | Severance Payout (Non-Change in Control): If the Company terminates Executive's employment without Cause, or Executive resigns for Good Reason (outside of a Change in Control Window) at any time during the first thirty-six (36) months of Executive's tenure, Executive shall be entitled to: |
| (a) | Continued payment of Executive's Base Salary for a period of twelve (12) months; |
| (b) | Immediate vesting of all granted but unvested RSUs that have vesting dates scheduled within twelve (12) months following the date of termination; |
| (c) | To the extent that the Company achieves the performance metrics that would have entitled Executive to a cash STI payment and/or an issuance of time-vested RSU units pursuant to the LTI for the year in which such termination occurs (as determined by the Compensation Committee by March 31 in the year following such performance period), a cash payment and RSU units (which shall be immediately vested) pro-rated based on the number of days elapsed in the applicable performance period through the termination date; and |
| (d) | Company-subsidized COBRA premium coverage for up to the 12-month severance period. |
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| (e) | Prior to the expiration of the Initial Term, the Executive and the Board may mutually agree to extend the severance protections set forth in this Section 4.4 for an additional thirty-six (36) months, or for such other period as mutually agreed in writing. |
| 4.5. | Condition Precedent: All severance payments under this Section 4 are strictly contingent upon Executive executing (and not revoking) a standard, general release of claims in a form reasonably acceptable to the Company within fifty-five (55) days following termination. |
| 5. | Transaction Completion Bonus |
| (a) | Amount and Calculation. In the event that a transaction resulting in a Change in Control (as such term is defined Fuel Tech, Inc. 2024 Incentive Plan, as amended, or any successor equity incentive plan approved by the Board and a majority of the stockholders of the Company) is consummated during the Term, the Executive may elect by written notice to the Company delivered within ten (10) days following the public announcement of the consummation of such transaction, to receive the transaction completion bonus (“TCB”) described below; provided, however, Executive acknowledges and agrees that making such election shall also have the effect of terminating the CIC Severance Agreement and all of the Executive’s rights to severance thereunder. The “TCB” shall be calculated as follows: |
| (i) | The TCB shall equal 0.5% of the Total Enterprise Value (as defined in subparagraph (iii) below) realized in the Transaction, subject to a maximum payment of three times the Executive’s Base Salary (the “Cap”), and conditioned upon the per-share consideration paid to common stockholders in the transaction equaling or exceeding $4.00 (the “Recovery Threshold”). |
| (ii) | To the extent any portion of the Total Enterprise Value is represented by contingent, deferred, or escrowed consideration (including, without limitation, earn-outs) (collectively, “Contingent Consideration”), the corresponding portion of the TCB attributable to such Contingent Consideration shall not be paid at closing. Instead, it shall be calculated and paid to Executive if, as, and when such Contingent Consideration is actually realized and distributed to the Company's stockholders. |
| (iii) | For purposes of this Section 5, the term “Total Enterprise Value” means, with respect to any transaction, an amount equal to: (1) the aggregate consideration paid or payable to the holders of the Company’s common equity (including common stock and the in-the-money value of all outstanding options, warrants, and restricted stock units); plus (2) the aggregate principal amount of, and accrued but unpaid interest on, all interest-bearing indebtedness for borrowed money of the Company outstanding immediately prior to the closing of such transaction; minus (3) the aggregate amount of cash and cash equivalents held by the Company immediately prior to the closing of such transaction; minus all reasonable, out-of-pocket transaction fees and expenses incurred by the Company in connection with the negotiation, execution, and closing of such Transaction, including, without limitation, financial advisory, investment banking, legal, accounting, tax, valuation, and proxy solicitation fees and expenses. |
| (iv) | In the event of any change in the outstanding common stock of the Company by reason of any stock split, reverse stock split, stock dividend, recapitalization, reclassification, combination, exchange of shares, share buyback/repurchase, or other similar change in the corporate structure of the Company affecting the common stock, the Compensation Committee shall make an equitable and proportionate adjustment to the Recovery Threshold to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under this Section 5. Any such determination made in good faith by the Compensation Committee shall be final, binding, and conclusive. |
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| (b) | Conditions to Payment. Except as provided in Section (c) below, payment of the TCB is strictly conditioned upon: |
| (i) | Executive's active employment and material contribution to the Transaction Process through the closing date of the Change in Control Transaction; |
| (ii) | the Compensation Committee's good faith determination that Executive made a direct and material contribution to achieving the Transaction. Such determination shall not be unreasonably withheld and is based on evidence of the CEO’s participation in the transaction;. and |
| (iii) | the satisfaction of the Recovery Threshold. |
| (c) | Pre-Closing Involuntary Termination. Notwithstanding Section (b)(i) above, if Executive's employment is terminated by the Company without Cause, or by Executive for Good Reason, in either case within the 90 days immediately preceding the closing of a Change in Control Transaction, and it is reasonably demonstrated by Executive that such termination was in connection with, or in anticipation of, such Change in Control Transaction, then Executive shall be deemed to have fully satisfied the active employment condition through the closing date and shall remain entitled to receive the TCB. |
| (d) | Exclusivity. The TCB is intended as a transaction incentive and is in lieu of, and not in addition to, any severance benefits otherwise payable to Executive under Section 4 of this Agreement and the CIC Severance Agreement. Upon the closing of a Change in Control transaction, Executive shall be entitled to receive, at his option, either (i) the TCB earned hereunder, or (ii) the severance benefits set forth in Section 4 and the CIC Severance Agreement, but in no event shall Executive receive both. |
| (e) | No Transaction. For the avoidance of doubt, no TCB shall be payable in connection with a corporate restructuring, recapitalization, or reorganization that does not constitute a Change in Control transaction as defined herein. |
| 6. | Limitation on Payments: In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 6, would be subject to the excise tax imposed by Section 4999 of the Code, then total payments will be either: |
| (a) | delivered in full, or |
| (b) | delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in Payments is required pursuant to this Section 6, such reduction shall occur in the following order, in a manner compliant with Section 409A of the Code: (i) first, from cash payments that do not constitute deferred compensation under Section 409A (including cash TCB payouts or severance); (ii) second, from cash payments that constitute deferred compensation under Section 409A; (iii) third, from equity awards that accelerate on a single-trigger basis (applied in reverse order of grant date); and (iv) fourth, from other non-cash employee benefits. |
| (c) | Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6 will be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6.2. |
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| 7. | Indemnification and D&O Insurance |
| 7.1. | Indemnification: The Company shall enter into its standard form of indemnity agreement for directors and officers with the Executive. |
| 7.2. | D&O Insurance: During the Employment Period and for a period of not less than three (3) years thereafter, the Company shall maintain Directors and Officers (D&O) liability insurance coverage covering Executive on terms no less favorable than those applicable to other active directors and officers of the Company. |
| 8. | Section 409A Tax Compliance |
| 8.1. | General Compliance: This Agreement is intended to comply with, or be exempt from, Internal Revenue Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. |
| 8.2. | Specified Executive Six-Month Delay: Notwithstanding anything in this Agreement to the contrary, if Executive is a “specified employee” (as defined under Section 409A) at the time of Executive’s “separation from service”, any portion of the severance payments that constitutes deferred compensation subject to Section 409A shall not be paid until the first business day following the six-month anniversary of Executive’s separation from service. Any delayed payments shall be accumulated and paid in a single lump sum on such date. |
| 9. | Intellectual Property |
| 9.1. | Executive shall disclose promptly and completely to the Company in writing, and shall respond to all inquiries by the Company about, whether during or within 90 days after employment, all inventions, programs, processes, software, data, formulae, trade secrets, ideas, concepts, discoveries and developments, whether patentable or not, that during employment Executive may make, conceive, reduce to writing or other storage media, or with respect to which Executive shall acquire the right to grant licenses or to become licensed, either solely or jointly with others, and that: (a) relate to any subject matter with which Executive’s work for the Company may be concerned; (b) relate to or are concerned with the business, products or projects of the Company or that of its customers; or (c) involve the use of the Company’s time, material or facilities (“Developments”). |
| 9.2. | Executive agrees that all Developments are and shall remain the sole and absolute property of the Company or its nominees. Executive will not withhold Developments from the Company for the use or benefit of Executive or any other person or Company after Executive’s employment terminates. |
| 9.3. | Executive agrees that all writings, illustrations, models, pictures, software, and other such materials and original works of authorship (“Works”) created or produced by Executive during the term of his employment with the Company and relating to his/her employment with the Company shall be a work made for hire under U.S. copyright laws and shall be at all times the sole and absolute property of the Company or its nominees. To the extent that such Works are not works made for hire under the U.S. copyright laws, then Executive grants, assigns, and transfers to the Company any and all rights (including but not limited to copyrights) in all such Works. |
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| 9.4. | At all times during and within 90 days after Executive’s employment with the Company and at no expense to Executive, Executive shall execute and deliver such assignments and other documents as may be reasonably requested by the Company to obtain or uphold for the benefit of the Company, patents, trademarks, and copyrights in any and all countries for Developments, whether or not Executive is the inventor or creator thereof. The Company shall be the sole and absolute owner of any resulting patents, trademarks, and copyrights for Developments. |
| 9.5. | This Agreement does not apply to a Development or Work that was developed entirely on Executives’ own time and that used no equipment, facility, supplies or trade secret information of the Company and (a) that does not result from any work performed by Executive for the Company or (b) that does not relate to the business of the Company or to the Company’s actual or demonstrably anticipated research or development. |
| 10. | Confidentiality; Non-Use: Executive agrees, at all times, to hold in trust and confidence all Confidential Information, as defined below, that Executive has acquired or may acquire during Executive’s employment with the Company. The term “Confidential Information” means any information (whether or not specifically labeled or identified as “confidential”), in any form or medium, that is disclosed to, developed, or learned by Executive during his employment, that relates to the business, services, techniques, know-how, processes, methods, formulations, investments, finances, operations, plans, research or development of the Company, and that is not generally known outside of the Company. Confidential Information includes, but is not limited to, the identity and information concerning the needs and preferences of current, and prospective customers; performance, compensation, and other personnel data concerning employees of the Company; business plans and strategies; plans for recruiting and hiring new personnel; trade secrets; and pricing strategies and policies. Confidential Information does not include (i) the general skills, knowledge, and experience gained during Executives’ employment and common to others in the industry or information that is or becomes publicly available without any breach by Executive of this Agreement, (ii) was lawfully known by Executive before disclosure, (iii) is lawfully obtained from a third party without restriction, (iv) is independently developed without use of Company Confidential Information. Executive agrees that at all times both during and after his/her employment, Executive will not, without the Company’s express written permission, use Confidential Information for Executive’s own benefit or the benefit of any other person or entity or disclose Confidential Information to any person other than (a) in the case of disclosures made while Executive is employed by the Company, persons to whom disclosure is required in connection with the performance of Executive’s duties for the Company or (b) any disclosure requested by a court or regulatory or governmental authority with jurisdiction over the subject matter, in which event Executive agrees promptly to notify the Company.. |
| 11. | Company Property: Executive shall carefully preserve the Company’s property and not convert it to personal use. At the termination of Executive’s employment or at any other time requested by the Company, Executive shall return to the Company any and all Company property entrusted to Executive, including without limiting the generality of the foregoing, all notes, correspondence, books, laboratory logs, computer disks and tapes or other data storage media, engineering records, drawings, keys, key cards, credit cards, telephone cards, computers, equipment and vehicles. |
| 12. | Misuse of Third Party Information: Executive agrees that Executive will not directly or indirectly use for the Company’s benefit any confidential or trade secret information of any other entity, including former employers. Executive understands that any disclosure by him/her of another’s confidential or trade secret information to the Company is strictly prohibited and will be grounds for disciplinary action including, but not limited to, termination. Executive understands that the prohibition in this section does not apply if the Company has acquired the right to use such information. |
| 13. | Communications to Third Parties: Both during and after Executive’s employment with the Company, Executive agrees not to make any oral or written statement at any time to any third party that disparages, defames, or reflects adversely upon the Company, any affiliate of the Company, or any employee of the Company. The Company shall likewise instruct its directors and executive officers not to make any oral or written statement to any third party that disparages or defames Executive. Nothing in this Section shall prohibit or restrict either party from providing truthful testimony; responding truthfully to any legal process, subpoena, or governmental or regulatory inquiry; making disclosures required by applicable law. |
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| 14. | Cooperation: Following the termination of Executive’s employment for any reason, Executive agrees to cooperate with and assist the Company in any manner the Company reasonably may request, including, but not limited to, meeting with and fully and truthfully answering the questions of the Company or its counsel in connection with any actual or potential litigation or other legal matter, and testifying and preparing to testify at any deposition or trial. Any cost associated with such cooperation will be reimbursed to the Executive. |
| 15. | Executive Disputes: Except as otherwise provided in this section, any controversy or claim between Executive and the Company arising out of or relating to Executive’s employment or termination of employment or any other dispute between the parties, whether arising in tort, contract, or pursuant to a statute, regulation, or ordinance now in existence or which may in the future be enacted or recognized, will be settled and determined by a single arbitrator whose award will be accepted as final and binding upon the parties. The arbitration will be conducted in DuPage County, Illinois and in accordance with the American Arbitration Association (“AAA”) Employment Arbitration Rules in effect at the time such arbitration is properly initiated, except in the event of any conflict with applicable law or the terms of this section, in which case applicable law will take precedence under all circumstances and the terms of this Agreement will take precedence over the AAA rules. The arbitrator will render a written decision to the parties setting forth the rationale for any award. The costs of the arbitration, including administrative fees and fees charged by the arbitrator, will be allocated pursuant to the AAA rules or, in the absence of any rules covering such costs, will be shared equally between the parties. Each party will bear its or his/her own travel expenses and attorneys’ fees. A judgment may be entered upon the arbitrator’s decision and the decision will be enforceable by any court having jurisdiction thereof. In any situation in which emergency injunctive relief may be necessary, either party may seek such relief from a court until such time as the arbitrator is able to address the matter covered by this section. |
| 16. | Waiver of Jury Trial: If notwithstanding the preceding section, either party files, and is allowed by the courts to prosecute, a court action on a dispute between Executive and the Company, the plaintiff in such an action agrees not to request, and hereby waives his/her or its right to, a trial by jury. |
| 17. | Governing Law: This Agreement and any disputes arising between the Company and Executive shall be interpreted and governed by the law of the State of Illinois. |
| 18. | Entire Agreement; Waiver: This Agreement together with the Change in Control Severance Agreement and RSU Grant Agreement entered into contemporaneously with this Agreement supersede any and all prior agreements that Executive has entered into with the Company relating to the subject matter hereof. This Agreement may not be amended, modified, superseded, canceled, or waived on behalf of the Company except by a written instrument signed by a properly authorized representative of the Company. No waiver by the Company of the breach of any provision of this Agreement in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such breach or as a waiver of any breach of any other provisions of this Agreement. The failure of the Company at any time or times to require performance of any provision of this Agreement shall in no manner affect the Company’s right to enforce the same at a later time. This Agreement shall not limit in any way any rights or remedies the Company may have under the common law or any statute to protect the Company’s trade secrets and other Confidential Information. |
| 19. | Severability: If a court determines that any provision contained in this Agreement is unenforceable in any respect, then the effect of such provision will be limited and restricted so as to permit the provision to be enforceable to the maximum extent permitted by law or, if that is not possible, such provision will be removed from this Agreement. In either case, this Agreement should be interpreted, even if modified, to achieve the full intent expressed, and the other provisions of this Agreement will remain in force and unmodified and will be enforced as written. |
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| 20. | Injunctive Relief: Because money damages for the breach of Executive’s obligations under this Agreement may be inadequate to compensate the Company fully for the harm it has suffered or will suffer, the Company may seek injunctive relief (a court order preventing Executive from doing something) or specific performance (a court order compelling Executive to do something) or other remedies “in equity” for such a breach, without first being obligated to post any bond or to show actual damages. In addition, the Company may obtain any other remedies available at law, in equity or under this Agreement. In connection with any claim based on a breach or threatened breach of this Agreement, the prevailing party shall be entitled to payment of its reasonable attorneys’ fees and costs by the non-prevailing party. |
| 21. | Survival of Obligations; Successors and Assigns: Executive further agrees that termination of his/her employment by the Company for any reason whatsoever, with or without cause, shall not affect his/her obligations under this Agreement, and that the undertakings and obligations set forth in this Agreement shall be an obligation of Executive’s executors, administrators, or other legal representatives. This Agreement may be assigned by the Company to, and is intended for the benefit of, any successor to all or part of the Company’s business as well as any affiliate of the Company for which the Executive may become employed or render services. |
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
FUEL TECH, INC.
By: | /s/ Sharon L. Jones |
| By: | /s/ Ramesh Nuggihalli |
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Name: Sharon L. Jones | Name: Ramesh Nuggihalli |
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Title: Chair, Compensation Committee of the Board |
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Exhibit 10.2
RESTRICTED STOCK UNIT AGREEMENT
TIME VESTING
This Restricted Stock Unit Agreement (the “Agreement”) is hereby entered into effective as of July 31, 2026 (the “Award Date”), by and between Fuel Tech, Inc. (the “Company”), and Ramesh Nuggihalli (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Fuel Tech, Inc. 2024 Long-Term Incentive Plan, as may be amended, modified or restated from time to time (the “Plan”).
1. Award of Restricted Stock Units. In accordance with the terms of the Plan and subject to the terms and conditions of this Agreement, the Company hereby awards the Participant Three Hundred Thousand (300,000) Restricted Stock Units (“RSUs”), effective as of the Award Date. Each vested RSU entitles the Participant to receive one Share on the Distribution Date (as defined below).
2. Vesting of RSUs. All RSUs awarded to the Participant hereunder will vest according to the following schedule:
(a) one-third of the RSUs shall vest on the first anniversary of the Award Date, subject to the Participant’s Continuous Service through that date; and
(b) one-third of the RSUs shall vest on the second anniversary of the Award Date, subject to the Participant’s Continuous Service through that date; and
(c) the final one-third of the RSUs shall vest on the third anniversary of the Award Date, subject to the Participant’s Continuous Service through that date.
Each of the periods described in subsections (a), (b) and (c) above is referred to in this paragraph as a “Vesting Period”. Notwithstanding the foregoing subsections (a), (b) and (c), in the event the Participant retires on or after reaching age 66, the RSU’s that were scheduled to vest at the end of the Vesting Period in which the Participant retires (i.e., subject to the Participant’s Continuous Service through the end of such Vesting Period) shall vest on a pro-rata basis based on the number of days from the beginning of such Vesting Period through the day on which the Participant’s Continuous Service ends due to the Participant’s retirement, divided by the total number of days in such Vesting Period.
3. Termination of Continuous Service. Upon the termination of the Participant’s Continuous Service:
(a) The Participant will forfeit any RSUs that have not vested under Section 2 above; and
(b) The Company will distribute to the Participant Shares equal to the number of RSUs already vested regardless of whether or not the Participant had elected to defer under Section 4 below.
(c) Notwithstanding any provision of this Agreement to the contrary, if Participant’s employment with the Company is terminated by the Company without Cause (and other than by reason of death or Disability), or by Participant for Good Reason, then one hundred percent (100%) of all then-unvested RSUs subject to this Award that are scheduled to vest within the twelve (12) month period immediately following the date of such termination shall automatically become fully vested as of the date of termination. Any remaining unvested RSUs subject to this Award that are not scheduled to vest within such 12-month period shall be forfeited immediately upon such termination. For purposes of this Agreement, ‘Cause’ and ‘Good Reason’ shall have the respective meanings set forth in in that certain Employment Agreement, dated July 31, 2026, between Company and Executive (the “Employment Agreement”).
(d) Notwithstanding any provision of this Agreement to the contrary, if within twelve (12) months of a Change in Control, Participant’s employment with the Company (1) is terminated by the Company without Cause, or by Participant for Good Reason or otherwise terminates due to death or Disability, and (2) Participant has not elected prior to the date of such termination to receive the Transaction Completion Bonus contemplated by Section 5 of the Employment Agreement, then one hundred percent (100%) of all then-unvested RSUs subject to this Award shall automatically become fully vested as of the date of termination, death or Disability. For purposes of this Agreement, ‘Change in Control’ shall have the respective meaning set forth in the Employment Agreement.
Any accelerated vesting under Section 3(c) and Section 3(d) is subject to and conditioned upon Participant executing (and not revoking) a general release of claims in favor of the Company as set forth in Section 4.5 of Participant's Employment Agreement. Subject to the satisfaction of such release condition and Section 409A of the Code, shares corresponding to the RSUs that vest pursuant to Sections 3(c) and 3(d) shall be delivered to Participant within sixty (60) days following the date of termination.
4. Deferral of Award. The Participant may elect to defer the receipt of Shares beyond the vesting date of the underlying RSUs. Any deferral period must be expressed as a number of whole years, not less than five (5) or more than ten (10), beginning on the Award Date and any deferral election must be made within thirty (30) days of the Award Date). If a Participant elects a deferral period but thereafter the Participant’s Continuous Service terminates after the RSU vests but before the elected deferral period expires, then, subject to the forfeiture provisions of Sections 3 and 8, share distribution for the Participant’s vested RSUs will occur within thirty (30) days after the date the Participant’s Continuous Service terminates, subject to Section 20(b) herein. This deferral period will apply only to deferral elections made on the Company’s then-current Deferral Election Form (the “Deferral Election”). Any such Deferral Election shall apply to receipt of all Shares underlying the entire Award; for example, a deferral period of seven (7) years would result in the Participant receiving Shares underlying the entire Award seven (7) years from the Award Date regardless of the fact that the RSUs may have vested at differing times. Notwithstanding the foregoing, if the Participant has reached or reaches age 66 before or during the Initial Vesting Period, the Participant shall not be eligible to defer the receipt of Shares pursuant to this Agreement and, to the extent any Deferral Election is made, it shall be void, ab initio. The Participant acknowledges and agrees that the above deferral restriction is due to the combination of the favorable vesting provisions upon reaching age 66 and the resulting limitations placed on deferrals due to Section 409A of the Code.
5. Distribution of Shares. As soon as practicable after the Participant’s Distribution Date, the Company may either (i) issue to the Participant or the Participant’s personal representative a Share certificate or (ii) deposit Shares with an online broker or other service provider contracted by the Company for such purpose, subject to Section 8 below and compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The Company will pay to the Participant in cash an amount in lieu of any fractional RSU, based on the Fair Market Value per Share of the fractional Share. Until such time as Shares have been issued to the Participant under this Section, the Participant shall not have any rights as a holder of the Shares underlying this Award including but not limited to voting rights or dividends, if and when the Company declares same. RSUs represent only hypothetical Shares and, therefore, the Participant is not entitled to any of the rights or benefits generally accorded to stockholders with respect thereto until such time as the Shares have been issued.
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6. Changes in Capital or Corporate Structure. In the event of changes in the outstanding Shares or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the Award Date, the RSUs granted hereunder will be equitably adjusted or substituted pursuant to Section 13 of the Plan.
7. Nontransferability. RSUs awarded under this Agreement, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, other than as set forth in Section 22.2 of the Plan.
8. Non-Solicitation; Restrictive Covenants. In order to protect the Company’s Confidential Information, customer relationships, workforce, and other legitimate business interests, during the Participant’s Continuous Service and for twelve (12) months following the termination of such Continuous Service, the Participant shall not, directly or indirectly:
(a) Employee Non-Solicitation. Knowingly and directly solicit for employment or engagement any Protected Individual with whom Participant had material business contact during the twelve (12) months preceding the termination of Participant’s Continuous Service, for the purpose of causing such Protected Individual to terminate his or her employment or service relationship with the Company. General solicitations of employment not specifically directed at a Protected Individual, the use of independent search firms not specifically directed by Participant to solicit a Protected Individual, or the hiring or engagement of a Protected Individual who independently seeks employment or engagement without solicitation by Participant shall not constitute a violation of this Section.
(b) Customer Non-Solicitation. Knowingly and directly solicit any Customer or Prospective Customer with whom Participant had material business contact, or about whom Participant received material Confidential Information, during the twelve (12) months preceding termination of Participant’s Continuous Service, for the purpose of providing products or services that are directly competitive with products or services provided by the Company to such Customer or Prospective Customer during such period. For the avoidance of doubt, this Section shall not prohibit Participant or any subsequent employer from accepting business initiated independently by a Customer or Prospective Customer without direct solicitation by Participant.
The restrictions in this Section shall apply only to the extent reasonably necessary to protect the Company’s legitimate business interests and shall not prohibit Participant from accepting employment with, providing services to, or otherwise participating in any business that competes with the Company.
Nothing in this Section shall prohibit Participant from engaging in any activity protected by applicable law, including providing truthful testimony, responding to legal process, communicating with or providing information to any governmental, regulatory, or law enforcement authority, or making any other legally protected disclosure.
The Participant consents and agrees that if the Participant violates or threatens to violate any provisions of this Section 8, the Company or its successors in interest shall be entitled, in addition to any other remedies that they may have, including money damages, to an injunction to be issued by a court of competent jurisdiction restraining the Participant from committing or continuing any violation of this Section 8. In the event that the Participant is found to have breached any provision set forth in this Section 8 or elsewhere in this Agreement, the time period provided for in that provision shall be deemed tolled (i.e., it will not continue to run) for so long as the Participant was in violation of that provision.
| 9. | Claw Back. : Notwithstanding anything to the contrary contained in this Agreement, all RSUs awarded and shares distributed under This Agreement shall be subject to recoupment or “clawback” in accordance with the Fuel Tech, Inc. Policy for the Recovery of Erroneously Awarded Compensation, as may be amended from time to time to comply with the Securities Exchange Act of 1934, Section 954 of the Dodd-Frank Act, and applicable NASDAQ listing standards. |
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10. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
11. Tax Consequences and Withholding. Nothing contained herein shall be construed as a promise, guarantee, or other representation by the Company of any particular tax effect nor shall the Company be liable for any taxes, penalties, or other amounts incurred by the Participant. Without limiting the terms and conditions set forth in Section 16 of the Plan, the Company may withhold from any Shares that it is required to deliver under this Agreement the number of Shares sufficient to satisfy applicable withholding requirements under any applicable federal, state, local or foreign law, rule or regulation if any. The Participant acknowledges that he/she has had sufficient opportunity to review with his/her own tax advisors the federal, state, local, and foreign tax consequences of the transactions contemplated by the Award Agreement. The Participant acknowledges he/she must rely solely on such advisors and not on any statement or representations of the Company or any of its agents. The Participant understands that he/she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by the Agreement.
12. No Limitation on the Company’s Rights. The granting of RSUs shall not in any way affect the Company’s right or power to make adjustments, reclassifications or changes in its capital or business structure or to merge, consolidate, reincorporate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
13. Plan and Agreement Not a Contract of Employment or Service. Without limiting the terms and conditions set forth in Section 15 of the Plan, neither the Plan nor this Agreement is a contract of employment or service, and no terms of the Participant's employment or service will be affected in any way by the Plan, this Agreement or related instruments, except to the extent specifically expressed therein. Neither the Plan nor this Agreement will be construed as conferring any legal rights to the Participant to continue in service with the Company or any subsidiary or affiliate thereof.
14. Entire Agreement and Amendment. This Agreement, the Employment Agreement and that certain Change in Control Severance Agreement entered into between Participant and the Company as of the date hereof are the entire agreement between the parties to it, and all prior oral and written representations are merged in this Agreement. This Agreement may be amended, modified or terminated only by written agreement between the Participant and the Company, provided, that the Company may amend this Agreement without further action by the Participant as set forth in Section 20 of the Plan.
15. Headings. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.
16. Notices. Notices given pursuant to this Agreement shall be in writing and shall be deemed received when personally delivered, or on the date of written confirmation of receipt by (i) overnight carrier, (ii) facsimile, (iii) registered or certified mail, return receipt requested, addressee only, postage prepaid, or (iv) such other method of delivery that provides a written confirmation of delivery. Notice to the Company shall be directed to:
Fuel Tech, Inc.
27601 Bella Vista Parkway
Warrenville, Illinois 60555
Attention: General Counsel
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Notices to or with respect to the Participant will be directed to the Participant, or to the Participant’s executors, personal representatives or distributees, if the Participant is deceased, or the assignees of the Participant, at the Participant’s most recent home address on the records of the Company. The Company or the Participant may change the person and/or address to which the other party must give notice under this Section 15 by giving the other party written notice of such change, in accordance with the procedures described above.
17. Compliance with Laws. Without limiting the terms and conditions set forth in Section 19 of the Plan, no certificate for Shares distributable pursuant to the Plan or this Agreement shall be issued and delivered unless the issuance of such certificate complies with all applicable legal requirements including, without limitation, compliance with the provisions of applicable state securities laws, the Securities Act of 1933, as amended from time to time or any successor statute, the Exchange Act and the requirements of the exchanges on which Shares may, at the time, be listed, and the provisions of any foreign securities laws or the rules of foreign securities exchanges, where applicable.
18. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of the Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
19. Incorporation of the Plan. The Plan, as it exists on the date of the Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Award and the Agreement shall be subject to all terms and conditions of the Plan. In the event of any conflict between the provisions of the Agreement and the provisions of the Plan, the terms of the Plan shall control, except as set forth in Section 2 herein (regarding vesting).
20. Governing Law; Venue. The laws of the State of Delaware shall govern the validity, interpretation, construction, and performance of this Agreement, without regard to the conflict of laws principles thereof that would cause another jurisdiction’s laws to be applied. The Company and the Participant hereby irrevocably and unconditionally submit, for themselves and their property, to the nonexclusive jurisdiction of any Illinois State court or federal court of the United States of America sitting in the Northern District of Illinois and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and the Company and the Participant hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in any such Illinois State court or, to the extent permitted by law, in such federal court.
21. Code Section 409A. It is intended that this Agreement and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions). Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto.
(a) Each Award is intended to be exempt from Code Section 409A under the short-term deferral exception set forth in Code Section or, in the alternative, to comply with the requirements of Section 409A.
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(b) Notwithstanding anything in the Plan or Agreement to the contrary, if the Participant should become subject to the 6-month delay rule of Treasury Regulation Section 1.409A-1(c)(3)(v), then to the extent that an Award is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the date of Separation From Service (as defined below), distributions with respect to any RSUs that have been deferred until such Separation From Service (or a specified period of time following such Separation From Service) may not be made before the date that is six (6) months after the date of Separation From Service or, if earlier, the date of the Participant’s death.
(c) Whenever a payment or distribution under this Agreement specifies a payment or distribution period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date the Participant’s employment terminates”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
(d) Whenever a payment or distribution under this Agreement specifies a payment or distribution “as soon as practicable” following a payment or distribution event, such payment or distribution shall be made as soon as practicable after such event, but not later than the fifteenth day of the third month following the calendar year in which such event occurred, and the actual date of payment within such period shall be within the sole discretion of the Company.
22. Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute but one Agreement.
23. Definitions. Where used in this Agreement, the following capitalized terms shall have the following meanings:
(a) “Confidential Information” means any information (whether or not specifically labeled or identified as “confidential”), in any form or medium, that is disclosed to, developed, or learned by the Participant during his/her Continuous Service, that relates to the business, services, techniques, know-how, processes, methods, formulations, investments, finances, operations, plans, research or development of the Company, and that is not generally known outside of the Company. Confidential Information includes, but is not limited to: the identity and information concerning the needs and preferences of current, and prospective customers; performance, compensation, and other personnel data concerning employees of the Company; business plans and strategies; plans for recruiting and hiring new personnel; trade secrets; and pricing strategies and policies. Confidential Information does not include (i) the general skills, knowledge, and experience gained during the Participant’s Continuous Service and common to others in the industry or information that is or becomes publicly available without any breach by the Participant of this Agreement, (ii) was lawfully known by Executive before disclosure, (iii) is lawfully obtained from a third party without restriction, (iv) is independently developed without use of Company Confidential Information. The Participant agrees that at all times both during his/her Continuous Service and after his/her Continuous Service terminates, the Participant will not, without the Company’s express written permission, use Confidential Information for the Participant’s own benefit or the benefit of any other person or entity or disclose Confidential Information to any person other than (i) in the case of disclosures made during Participant’s Continuous Service, to persons to whom disclosure is required in connection with the performance of Participant’s duties for the Company or (ii) any disclosure requested by a court or regulatory authority with jurisdiction over the subject matter, in which event Participant agrees promptly to notify the Company.
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(b) “Customer” means any Person (as defined below) who or which is or was a customer of the Company and with whom the Participant had business contact during his or her tenure as a Participant hereunder or about whom the Participant received Confidential Information; provided that a former customer will only be considered a “Customer” for twelve (12) months after the last date on which the Company provided products or services to such Person.
(c) “Distribution Date” means the date on which the Shares represented by vested RSUs shall be deemed to be distributed to the Participant, which is the date on which an RSU vests; provided that, the Distribution Date for a Participant who elects to defer the distribution of his or her Shares will be the earlier of (i) the date the Participant’s Continuous Service terminates (subject to Section 20(c) herein) or (ii) the end of the deferral period specified by the Participant in his/her Deferral Election.
(d) “Person” means an individual or any type of business entity.
(e) “Prospective Customer” means any Person, other than a Customer, toward whom or which the Company directed specific and material business development efforts, such as, but not limited to, a detailed proposal or bid, and with whom the Participant had business contact during his or her tenure as a Participant hereunder or about whom the Participant received Confidential Information; provided that such Person will only be considered a “Prospective Customer” for twelve (12) months after the last date on which such efforts were undertaken by the Company.
(f) “Protected Individual” means an individual who is an employee, of the Company and with whom the Participant had business contact at any time during the Participant’s employment or other retention by the Company or about whom the Participant received Confidential Information; provided that such a former employee, will only be considered a “Protected Individual” for six (6) months after the last date he or she was employed by or provided services to the Company.
(g) “Restricted Stock Unit” or “RSU” means a Restricted Stock Unit as defined in the Plan that is payable only in Shares.
(h) “Separation From Service” shall have the meaning given in Code Section 409A, and references to termination of employment shall be deemed to refer to a Separation From Service. In accordance with Treasury Regulation §1.409A-1(h)(1)(ii) (or any similar or successor provisions), a Separation From Service shall be deemed to occur, without limitation, if the Company and the Participant reasonably anticipate that the level of bona fide services the Participant will perform after a certain date (whether as an employee or as an independent contractor) will permanently decrease to less than fifty percent (50%) of the average level of bona fide services provided in the immediately preceding thirty-six (36) months. All references in this Agreement to “termination of Continuous Service” or “termination of employment” or “employment termination” shall be deemed to refer to a Separation From Service.
(i) “Specified Employee” has the meaning given to that term in Code Section 409A and Treasury Regulation §1.409A-1(i) (or any similar or successor provisions).
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In Witness Whereof, the parties have executed this Agreement effective as of the date first above written.
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| Fuel Tech, Inc. |
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/s/ Ramesh Nuggihalli |
| /s/ Brad Johnson |
Ramesh Nuggihalli |
| By: Brad Johnson Its: General Counsel |
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RESTRICTED STOCK UNIT AGREEMENT
DEFERRAL ELECTION FORM
Deferral election must be made within thirty (30) days of the Award Date
This Restricted Stock Unit (“RSU”) Award Agreement Deferral Election Form (“Deferral Election Form”) is entered into by and between Fuel Tech, Inc. (the “Company”) and Ramesh Nuggihali (the “Participant”), who received an Award of RSUs under the Fuel Tech, Inc. 2024 Long-Term Incentive Plan, as amended (the “Plan”) and a Restricted Stock Unit Agreement (the “Agreement”), which Agreement was legally effective ___________. The provisions of the Plan and the Agreement are incorporated herein by reference in their entirety and supersede any conflicting provisions contained in this Deferral Election Form. Neither this Deferral Election Form nor the Plan or the Agreement shall be construed as giving Participant any right to continue to be employed by or perform services for the Company or any subsidiary or affiliate thereof.
1. Deferral of Restricted Stock Units
Any deferral period must be expressed as a number of whole years, not less than five (5) or more than ten (10), beginning on the Award Date.
Any such deferral must apply to receipt of all Shares underlying the entire Award; for example, a deferral period of seven (7) years would result in the Participant receiving Shares underlying the entire Award seven (7) years from the Award Date regardless of the fact that the RSUs may have vested at differing times.
If no deferral period is specified on the Deferral Election Form or if the Company does not receive from Participant, her/his signed and dated Deferral Election Form within the required election period, Shares will be issued as described in the Agreement as soon as practicable upon vesting of the RSUs.
☐ No deferral. I wish to receive Shares upon vesting of each installment of RSUs.
☐ I wish to defer receipt of all Shares until ____ years (minimum of 5) after the Award Date.
2. Deferral Election Effective Date, Revision of Election During Election Period
This Deferral Election Form must be received by the Company no later than thirty (30) days after the Award Date set forth in the Agreement, i.e., and will become irrevocable on such date. The Participant may revise this Deferral Election with respect to the deferral period no later than such due date, by contacting the Chief Financial Officer of the Company in writing in accordance with the Notice provision set forth in Section 15 of the Agreement.
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| Ramesh Nuggihalli |
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| Date: |
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Exhibit 10.3
CHANGE OF CONTROL SEVERANCE AGREEMENT
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Ramesh Nuggihalli (“Executive”) and Fuel Tech, Inc., a Delaware corporation (the “Company”), effective as of July 31, 2026 (the “Effective Date”).
RECITALS
A. On the Effective Date, Company has retained Executive to serve as its President and Chief Executive Officer pursuant to the terms of an employment agreement executed contemporaneously with this Agreement (the “Employment Agreement”).
B. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein) of the Company.
C. The Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue his employment and to motivate Executive to maximize the value.
D. The Board believes that it is imperative to provide Executive with certain benefits upon Executive’s termination of employment following a Change of Control. These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of Control.
E. Certain capitalized terms used in the Agreement are defined in Section 5 below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
1. Term of Agreement. This Agreement will terminate upon the date that all of the obligations of the parties hereto with respect to this Agreement have been satisfied.
2. At-Will Employment. The Company and Executive acknowledge that, subject to the terms of the Employment Agreement, Executive’s employment is and will continue to be at-will. As an at-will employee, either the Company or the Executive may terminate the employment relationship at any time, with or without Cause or for Good Reason. If Executive’s employment terminates for any reason, including (without limitation) any termination prior to a Change of Control, Executive will not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement,the Employment Agreement and any outstanding equity award agreement between the Company and Executive (including, without limitation, the initial Restricted Stock Unit Agreement being executed contemporaneously with this Agreement).
3. | Severance Benefits. |
(a) Involuntary Termination Following a Change of Control. If on or within twelve (12) months following a Change of Control, the Company (or any parent or subsidiary of the Company) terminates Executive’s employment without Cause, or the Executive resigns from such employment for Good Reason, and Executive signs and does not revoke the Company’s then current standard release of claims form, provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the termination date or such earlier date required by the release agreement (such deadline, the “Release Deadline”), then subject to this Section 3, Executive will receive the following:
(i) Severance Payment. Executive will receive severance pay (less applicable withholding taxes) in the form of a lump sum payment equivalent to twelve (12) months of Executive’s base salary (as in effect immediately prior to (A) the Change of Control, or (B) Executive’s termination, whichever is greater).
(ii) Continued Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for periods of coverage beyond that permitted by COBRA for Executive and Executive’s eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) a period of six (6) months from the last date of employment of the Executive with the Company, or (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans. The reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy.
(iii) Performance Bonus. Any and all cash or equity short-term and/or long-term performance bonuses in the manner and method prescribed by the Employment Agreement (or any successor employment agreement entered into between Executive and the Company) To the extent that the Company achieves the performance metrics that would have entitled Executive to a cash STI payment and/or an issuance of time-vested RSU units pursuant to the LTI for the year in which such termination occurs (as determined by the Compensation Committee by March 31 in the year following such performance period), a cash payment and RSU units (which shall be immediately vested) pro-rated based on the number of days elapsed in the applicable performance period through the termination date; and
(iv) For the avoidance of doubt, it is understood and agreed that with respect to 300,000 time-vested RSUs being granted to Executive contemporaneously with the execution of this Agreement (the “Initial RSUs”), such Initial RSUs will also immediately vest in the event, within twelve (12) months following a Change in Control, Executive’s employment is (1) terminated without Cause; (2) terminated by the Executive for Good Reason; or (3) terminated due to death or Disability.
(b) Timing of Payments.
(i) If the release of claims does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the release of claims becomes effective and irrevocable. In the event the termination occurs at a time during the calendar year when the release of claims could become effective in the calendar year following the calendar year in which Executive’s termination occurs (whether or not it actually becomes effective in the following year), then any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 3(f)(i) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or, if later, the latest to occur of: (A) the date the release of claims becomes effective and irrevocable, (B) such time as required by the payment schedule applicable to each payment or benefit as set forth in Section 3(a), or (C) such time as required by Section 3(f).
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(ii) Unless otherwise required by Section 3(f), the Company will pay any severance payments set forth in Section 3(a) in a lump-sum payment payable within fifteen (15) days following Executive’s termination date; provided, however, that no severance or other benefits, other than the accrued compensation set forth in Section 3(g), will be paid or provided until the release of claims becomes effective and irrevocable, and such severance amounts or benefits otherwise payable between Executive’s termination date and the date such release becomes effective and irrevocable will be paid on the date the release becomes effective and irrevocable. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.
(c) Voluntary Resignation; Termination For Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason during the period that is on or within twelve (12) months following a Change of Control) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans or pursuant to other written agreements with the Company.
(d) Disability; Death. If the Company terminates Executive’s employment as a result of Executive’s Disability, or Executive’s employment terminates due to his death, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.
(e) Exclusive Remedy. In the event of a termination of Executive’s employment with the Company (or any parent or subsidiary of the Company) on or within 12 months following a Change of Control, the provisions of this Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement. Executive will be entitled to no benefits, compensation or other payments or rights upon termination of employment on or within 12 months following a Change of Control other than those benefits expressly set forth in this Section 3; provided, however that it is understood and agreed that nothing in this Agreement shall affect Executive's rights to accrued or vested compensation or benefits, equity awards, D&O insurance coverage, or any other rights provided under any equity award agreement, benefit plan or other agreement with the Company.
(f) Section 409A.
(i) Notwithstanding anything to the contrary in this Agreement, no severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until Executive has a “separation from service” within the meaning of Section 409A.
(ii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service but prior to the six (6) month anniversary of the separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
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(iii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above.
(iv) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above.
(v) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.
(g) Accrued Wages and Vacation; Expenses. Without regard to the reason for, or the timing of, Executive’s termination of employment: (i) the Company will pay Executive any unpaid base salary due for periods prior to the Termination Date; (ii) the Company will pay Executive all of Executive’s accrued and unused vacation through the Termination Date; and (iii) following submission of proper expense reports by Executive, the Company will reimburse Executive for all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the Termination Date. These payments will be made promptly upon termination and within the period of time mandated by law.
4. Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3(a)(i) will be either:
(a) delivered in full, or
(b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: reduction of cash payments; cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G), cancellation of accelerated vesting of equity awards; reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Employee’s equity awards.
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Unless the Company and Executive otherwise agree in writing, any determination required under this Section 4 will be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4.
5. Definitions. The following terms referred to in this Agreement will have the following meanings:
(a) Cause. shall have the meaning set forth in any Employment Agreement, consulting, or other written agreement between the Participant and the Company. In addition, if there is no Employment Agreement, consulting, or other written agreement between the Company and the Participant or if such agreement does not define “Cause” to the extent provided for below then for purposes of this Agreement, “Cause” both thereunder and under this Agreement shall mean, as determined by the Committee in its sole judgment, conviction of the Participant under, or a plea of guilty by the Participant to any state or federal felony charge (or the equivalent thereof outside of the United States); any instance of fraud, embezzlement, self-dealing, insider trading or similar malfeasance with respect to the Company or its affiliates regardless of amount; substance or alcohol abuse; or other conduct for which dismissal has been identified in the Company’s Code of Business Ethics and Conduct or the applicable Employee Handbook of the Company or its affiliates, or any successor manual, as a potential disciplinary measure.
In addition, the Participant’s employment or service shall be deemed to have terminated for Cause if, after the Participant’s employment or service has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Plan, no act or failure to act on the Participant’s part shall be considered “willful” unless it is done, or omitted to be done, by him or her in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company.
Notwithstanding the foregoing, after the Executive’s employment ends, the termination may be reclassified as a termination for Cause based on newly discovered facts only if those facts prove that the Executive engaged in any of the following during their employment: fraud, embezzlement, self-dealing, or insider trading; a felony conviction or guilty plea; or any other willful misconduct that materially harms the Company.
(b) Change of Control. “Change of Control” of the Company shall have the meaning ascribed to such term in the Fuel Tech, Inc. 2014 Incentive Plan, as amended, or any successor equity incentive plan approved by the Board and a majority of the stockholders of the Company.
(c) Disability. “Disability” means (i) a permanent or long-term disability as defined in any individual agreement between the Company and the Participant or (ii) if there is no such agreement or if such agreement does not define Disability, that a Participant is either:
(i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or
(ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the disability benefits plan(s) of the Company.
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(d) Good Reason. “Good Reason” shall have the meaning set forth in any Employment Agreement, consulting, or other written agreement between the Participant and the Company and, if there is no employment, consulting, or other written agreement between the Company and the Participant or if such agreement does not define “Good Reason” then for purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, without the Participant’s prior written consent:
(i) Any material diminution in the Participant’s assigned duties, responsibilities and/or authority;
(ii) Any material reduction in the Participant’s base compensation;
(iii) The Company requires the Participant to be based at a location that is more than thirty-five (35) miles further from the Participant’s residence than the location of the Participant’s principal job location or office immediately prior to the Change in Control (except for required travel on Company’s business to an extent substantially consistent with the Participant’s then present business travel obligations); or
(iv) Any other action or inaction that constitutes a material breach by the Company of any agreement under which the Participant provides services to the Company.
(e) Section 409A Limit. “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Employee’s taxable year preceding the Employee’s taxable year of Employee’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A‑1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated.
| 6. | Successors. |
(a) The Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and will agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 6(a) or which becomes bound by the terms of this Agreement by operation of law.
(b) Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
7. Notice.
(a) General. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices will be addressed to him at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its President.
(b) Notice of Termination. Any termination by the Company for Cause or termination as a result of a voluntary resignation will be communicated by a notice of termination to the other party hereto given in accordance with Section 7(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than thirty (30) days after the giving of such notice).
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8. Miscellaneous Provisions.
(a) Termination. Notwithstanding anything to the contrary contained in this Agreement, if pursuant to the Employment Agreement Executive elects to receive a Transaction Completion Bonus (“TCB”) as such term is defined pursuant to the Employment Agreement, then effective as of the time of such election this Agreement shall automatically terminate and be of no further force or effect. For the avoidance of doubt, Executive may receive the TCB under the Employment Agreement or severance benefits pursuant to this Agreement, but not both.
(b) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that Executive may receive from any other source.
(c) Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.
(d) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.
(e) Entire Agreement. This Agreement, the Employment Agreement and the RSU Grant Agreement reflecting the granting of the Initial RSUs constitute the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.
(f) Choice of Law. The laws of the State of Illinois shall govern the validity, interpretation, construction, and performance of this Agreement, without regard to the conflict of laws principles thereof.
(g) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect.
(h) Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.
(i) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.
FUEL TECH, INC.
By: | /s/ Sharon L. Jones |
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| /s/ Ramesh Nuggihalli |
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| Sharon L. Jones |
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| Ramesh Nuggihalli |
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Its: | Director |
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