Exhibit
      4.7

    


    FUEL
      TECH, INC.

    INCENTIVE
      PLAN

    NON-QUALIFIED
      STOCK OPTION AWARD AGREEMENT

    


    NON-QUALIFIED
      STOCK OPTION AWARD AGREEMENT dated as of Xxxx
      x, 200x
      between
      Fuel Tech, Inc., a Delaware corporation (“the Company”), of 512 Kingsland Drive,
      Batavia, Illinois 60510, and

    


    Participant

    


    a
      director, officer, employee of or consultant to the Company or an affiliate
      thereof (“the Participant”).

    


    WHEREAS,
      the Company desires to afford to the Participant an opportunity to purchase
      shares of the Company’s Common Stock pursuant to the grant of a non-qualified
      stock option award under the Company’s Incentive Plan (the “Plan”);
      and

    


    WHEREAS,
      the Participant desires to obtain such opportunity;

    


    NOW
      THEREFORE, the parties agree, as follows:

    


    1.
      Option
      Grant.
      The
      Company grants to the Participant as of the date first written above (the “Grant
      Date”) the right and option (“this Option”), to purchase
      xx,000 shares of
      Common
      Stock of the Company, par value $.01 per share (“the Stock”) at the exercise
      price per share of U.S.
      $x.xx,
      subject, in all respects, to the terms and conditions of the Plan and to the
      following terms and conditions.

    


    2.
      Vesting.
      This
      Option shall only be first exercisable (“vest”), in whole or in part, with
      respect to the shares optioned, as to 50%, 75% and 100% of such shares, after
      5:00 p.m. on the day preceding the second, third and fourth anniversaries,
      respectively, of the Grant Date. Pursuant to and as defined in the Plan,
      however, all shares optioned hereunder shall immediately vest upon a Change
      of
      Control of the Company.

     

    3.
      Term
      and Termination.
      

    


    (a)
      The
      term of this Option shall be a period commencing on the Grant Date and ending
      at
      5:00 p.m. on the date preceding the tenth anniversary thereof (“Expiration
      Date”). Upon the termination of the Participant’s status as a director, officer,
      employee of or consultant to the Company or an affiliate thereof on account
      of:

    


    (i)
      reasons other than normal retirement, death, total disability and cause, such
      portion of this option that has not then vested shall terminate immediately
      but
      such portion of this option that has then vested shall continue and become
      non-exercisable immediately at 5:00 p.m. upon the date which is thirty (30)
      days
      after such termination of the Participant’s status;

    (ii)
      death, total disability or normal retirement, such portion of this option that
      has not then vested shall terminate immediately but such portion of this Option
      that has then vested may be exercised by the Participant or, pursuant to and
      as
      defined in the Plan, the Participant’s Beneficiary at any time during the period
      ending on the earlier of (x) the Expiration Date (provided that such option
      would have been able to have been exercised according to its terms absent such
      death, total disability or normal retirement) or (y) 5:00 p.m. on the day
      preceding the fifth anniversary of such death, total disability or normal
      retirement; or (iii) cause, in which case all options granted hereunder shall
      terminate and be immediately nonexercisable.

    


    (b)
      Notwithstanding the foregoing, where termination shall not have been for cause,
      of which the Board shall be the sole judge, the Board may in its sole discretion
      permit options hereunder to be exercised by the Participant at any time during
      the period ending not later than the Expiration Date as the Board shall agree,
      provided such option would have been able to have been exercised according
      to
      its terms absent termination. 

    


    (c)
      “Normal Retirement” shall mean resignation of the Participant’s status as a
      director, officer, employee of or consultant to the Company or an affiliate
      thereof on or after attaining age sixty-five (65) or such earlier age as to
      which the Board shall consent. “Cause” shall mean, in the sole judgment of the
      Board, 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
      regardless of amount; substance or alcohol abuse; or other conduct for which
      dismissal has been identified in the Fuel Tech, Inc. Employee Handbook, or
      any
      successor manual, as a potential disciplinary measure. “Board” shall include any
      committee of the Board appointed to administer the Plan. 

     

    4.
      Method
      of Exercise.
      This
      Option may be exercised only by one or more notices from time to time in writing
      of the Participant’s intent to exercise this Award, or a portion thereof,
      delivered to the Secretary or the Chief Financial Officer of the Company, or
      their delegates, accompanied by the Participant’s check or a bank check in the
      amount of the exercise price, or by delivery to the Company by the Participant
      of shares of Stock previously owned equal in value to the exercise price as
      of
      the date of exercise, or by a request in the Participant’s notice of exercise
      that the Participant desires a “Net Issue” exercise of the Option. “Net Issue”
means delivery to the Participant in complete satisfaction of the exercise,
      that
      number of shares of Stock which shall be the number exercised less a number
      equal in value to the exercise price as of the date of exercise. Value for
      purposes of exercise
      by delivery of previously owned Stock or by a Net Issue exercise request shall
      be determined in the same manner as the determination of value under the Plan
      for the grant of option Awards. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.
      Taxes.
      At the
      time of exercise of this Option, the Participant shall deliver to the Company,
      if required by the Company, a check payable to the Company equal, in the sole
      opinion of the Company, to the applicable National, State or Provincial and
      local income or other taxes and other pay-roll related items legally required
      to
      be withheld or paid by reason of such exercise.

    


    6.
      Securities
      Laws; Transferability; Governing Law; Arbitration.
      The
      Stock may only be purchased, if there is with respect to the Stock a
      registration statement or qualification in effect under applicable U.S. or
      State
      securities laws or an exemption therefrom. This Option may not be transferred,
      assigned or pledged except in accordance with the Plan. This Option is governed
      by New York Law and any disputes relating to this Option shall be determined
      by
      arbitration as provided in the Plan. 

    


    IN
      WITNESS WHEREOF, the Company and the Participant have each executed this
      Agreement, all as of the day and year first above written.

    


    FUEL
      TECH, INC.