Exhibit
      4.8

    


    FUEL
      TECH, INC.

    INCENTIVE
      PLAN

    INCENTIVE
      STOCK OPTION AWARD AGREEMENT

    


    INCENTIVE
      STOCK OPTION AWARD AGREEMENT dated as of Xxxx
      x, 200x
      between
      Fuel Tech, Inc., a Delaware corporation, of 512 Kingsland Drive, Batavia,
      Illinois 60510, and 

     

    PARTICIPANT

     

    an
      employee of Fuel Tech, Inc., or a subsidiary thereof (“the
      Company”).

    


    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 an incentive stock
      option award under the Company’s 1993 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 pursuant to Section 422 of the Internal Revenue Code
      (“this Option”), to purchase xx,000
      shares
      of
      Common Stock of the Company, par value $0.01 per share (“the Stock”) at the
      exercise price per share of U.S. $xx.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, 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, this Option shall
      immediately vest upon a Change of Control of Fuel Tech, Inc. 

    


    3.
      Terms
      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 an employee of the
      Company 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 an
      employee of
      the
      Company or a subsidiary 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 Date 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. 

    


    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, provincial and local
      income or other taxes and other pay-roll related items legally required to
      be
      withheld by reason of such exercise. The Participant may also satisfy the
      foregoing tax and payroll-withholding obligations by delivering previously
      owned
      Stock or by a Net Issue exercise request. 

    


    6.
      Securities
      Laws.
      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. 

    


    7.
      Transferability;
      Disqualifying Dispositions; Governing Law; Arbitration.
      In
      order that this Option shall continue as an Incentive Stock Option, this Option
      may not be transferred otherwise than by will or the laws of descent and
      distribution and may not be exercised by any person other than the Participant
      during the Participant’s lifetime. In order that shares acquired by exercise
      hereunder shall not be the subject of a disqualifying disposition and ineligible
      for the tax treatment afforded under Section 421 of the Internal Revenue Code,
      the Participant shall have been an employee of the Company at all times during
      the period beginning on the Date of Grant and ending not later than the day
      three months before exercise, and, (ii) the Participant shall hold such shares
      for a period which is at least two years from the Date of Grant and one year
      from the transfer of such shares to the Participant. Any transfer of such shares
      whatsoever by the Participant to any person, including a nominee, prior to
      the
      expiration of the foregoing two and one-year periods may be treated by the
      Company as a disqualifying disposition. The Participant shall report all
      transfers of the shares, until the first anniversary of their exercise, to
      the
      Company. 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.