Unassociated Document


    
      EXHIBIT
        10.59

    

    


    [FuelCell
      Stationery] 

    


    January
      12, 2006

    Mr.
      Jerry
      D. Leitman

    120
      Prospect Street, Unit 28

    Ridgefield,
      CT 06877

    


    Dear
      Jerry:

    


    At
      your
      request, this letter agreement will confirm that we have modified your
      Employment Agreement (the “Agreement”), dated as of August 1, 1997, between you
      and Energy Research Corporation, which is now known as FuelCell Energy, Inc.
      

    


    For
      good
      and valuable consideration, the receipt and sufficiency of which are
      acknowledged by the parties, we have agreed to modify your Agreement as
      follows:

    


    Section
      1.1 of the Agreement is deleted and replaced with the following:

    


    Commencing
      on January 12, 2006 or on such other date mutually agreed upon by the parties
      (the “Commencement Date”) the Company agrees to employ the Employee and the
      Employee agrees to be employed as a part-time employee with duties of assisting
      in the transition of responsibilities of the position of President and Chief
      Executive Officer (the “P/CEO”) of the Company to R. Daniel Brdar, the incoming
      P/CEO, and providing strategic advice to him and to the Board of Directors.
      In
      that capacity, the Employee shall perform such duties as are or may be assigned
      to him by the P/CEO of the Company and/or the Board of Directors of the Company
      from time-to-time. During the period of this Agreement, the Employee shall
      become a non-executive Chairman of the Board of the Company. Accordingly, the
      Company will, during the term of this Agreement, nominate the Employee for
      re-election as a nominee of the Board of Directors and use its reasonable best
      efforts to cause the Employee to be so re-elected and, if elected, to appoint
      the Employee as Chairman of the Board. 

    


    Section
      1.2 of the Agreement is deleted and replaced with the following:

    


    The
      Employee shall devote sufficient working time, attention, energy, skill and
      effort to the performance of his duties under this Agreement with the
      expectation that Employee will devote a minimum of 25% of the Company’s
      customary business hours per week (the “Percentage”). It is agreed and
      understood that the Percentage may change from week to week, but in no event
      shall the Employee work, or be permitted to work, in excess of 40 hours in
      any
      workweek. The Employee shall not during the term of this Agreement engage in
      any
      other business activity that would create a conflict of interest or that would
      result in lost business opportunities whether or not such activities are pursued
      for gain, profit or other pecuniary advantage. 

    


    Section
      1.3 of the Agreement is deleted.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      2.1 of the Agreement is deleted and replaced with the following:

    


    The
      term
      of the Employee’s employment by the Company under this Agreement shall commence
      on the Commencement Date and, except as otherwise provided in this Agreement
      with respect to earlier termination, shall continue for an initial period of
      one
      (1) year. Following the end of the initial period, this Agreement may be
      extended upon mutual approval of the Employee, the Board of Directors of the
      Company, and the P/CEO.

    


    Section
      3.1 of the Agreement is deleted and replaced with the following:

    


    For
      all
      service to be rendered by the Employee under this Agreement, the Company agrees
      to pay the Employee (i) his base salary earned during the applicable pay
      period (based on a salary of $395,000 per annum) multiplied by (ii) the average
      Percentage during that pay period. The base salary shall be payable at such
      times as is customary for employees of the Company and in accordance with the
      normal payroll practices of the Company. 

    


    Section
      3.2 of the Agreement is deleted and replaced with the following:

    


    The
      Employee shall be eligible for a discretionary bonus in such amount as may
      be
      determined by the Compensation Committee of the Board of Directors in its sole
      discretion at the conclusion of the Company’s fiscal year. 

    


    Section
      3.3(b) of the Agreement is deleted.

    


    Section
      4.1 of the Agreement is deleted and replaced with the following:

    


    The
      Employee shall be entitled to receive one week of paid vacation per calendar
      year (prorated for any partial year); provided,
      however,
      that
      the Employee shall receive one additional day of vacation each year for each
      5%
      that the average Percentage during the year exceeds 25% (prorated for any
      partial year). 

    


    Section
      4.6 of the Agreement is deleted, and all references to Section 4.6 are
      deleted.

    


    Section
      4.7 of the Agreement is deleted.

    


    Section
      7.4 of the Agreement is deleted.

    


    Except
      as
      otherwise modified in this Letter Agreement, the remaining provisions of
      Agreement shall continue in full force and effect.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      these
      modifications are stated correctly and are acceptable, please signify your
      agreement by signing below. 

    


    Very
      truly yours,

    


    FUELCELL
      ENERGY, INC.

    


    


    By_______________________________

    William
      Lawson

    Chairman,
      Compensation Committee of the Board of Directors

    


    Agreed
      and Accepted:

    


    


    By_______________________________

    Jerry
      D.
      Leitman