Participant elects a deferral period but thereafter Participant’s status as a Participantterminates after the RSU vests but before the elected deferral period expires, then, subject to theforfeiture provisions of Sections 3 and 8, share distribution for the Participant’s vested RSUswill occur within thirty (30) days after the date the Participant’s status as such terminates.This deferral period will apply only to deferral elections made on the Company’s then-currentDeferral Election Form. Any such deferral election shall apply to receipt of all Shares underlyingthe entire Award; for example, a deferral period of seven (7) years would result in the Participantreceiving Shares underlying the entire Award seven (7) years from the Award Date regardless of thefact that the RSUs may have vested at differing times.     5. Distribution of Shares. As soon as practicable after the Participant’sDistribution Date, the Company may either (i) issue to the Participant or the Participant’spersonal representative a Share certificate or (ii) deposit Shares with an online broker or otherservice provider contracted by the Company for such purpose, subject to Section 8 below andcompliance to the satisfaction of the Committee with all requirements under applicable laws orregulations in connection with such issuance and with the requirements hereof and of the Plan. TheCompany will pay to the Participant in cash an amount in lieu of any fractional RSU, based on theFair Market Value Per Share of the Shares. Until such time as Shares have been issued to theParticipant under this Section, the Participant shall not have any rights as a holder of the Sharesunderlying this Award including but not limited to voting rights or dividends, if and when theCompany declares same. RSUs represent only hypothetical Shares and, therefore, the Participant isnot entitled to any of the rights or benefits generally accorded to stockholders with respectthereto.     6. Changes in Capital or Corporate Structure. In the event of any change in theoutstanding shares of common stock of the Company by reason of a recapitalization,reclassification, reorganization, stock split, reverse stock split, combination of shares, stockdividend or similar transaction, the Committee or Board, as applicable, shall proportionatelyadjust, in a manner deemed equitable by the Committee or Board, as applicable, in its solediscretion, the number of RSUs held by the Participant under this Agreement, in accordance with thePlan.     7. Nontransferability. RSUs awarded under this Agreement, and any rights andprivileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in anymanner, by operation of law or otherwise, other than by will or by the laws of descent anddistribution, and shall not be subject to execution, attachment or similar process.     8. Non-Competition and Non-Solicitation Restrictive Covenants. In order to protectthe Confidential Information (as defined below), customer relationships, and other legitimatebusiness interests of the Company, during the Participant’s status as such under this Agreement andfor twelve (12) months following the termination of his or her status as a Participant under thisAgreement (*e.g.*, termination of employment with the Company), the Participant will not, directly orindirectly, as an employee, agent, member, director, partner, consultant or contractor or in anyother individual or representative capacity: (a) solicit any Protected Individual (as definedbelow) for other employment or engagement, induce or attempt to induce any Protected Individual toterminate his or her employment, hire or engage any Protected Individual, or otherwise interfere orattempt to interfere in any way in the relationship between the Company and such ProtectedIndividual; or (b) solicit or provide competitive products or services to any Customer (as definedbelow) or Prospective Customer (as defined below) or otherwise interfere or attempt to interfere inany way in the relationship between the Company and any Customer or Prospective Customer. Becausethe Company’s business is global in scope, the Participant understands and agrees that theserestrictions apply worldwide.     The Participant agrees that in the event of a breach or threatened breach of any of thecovenants contained in this Section 8, in addition to any other penalties or restrictions that mayapply under any employment agreement, state law, or otherwise, the Participant shall forfeit, uponwritten notice to such
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effect from the Company: (i) any and all RSUs awarded granted to him or her under the Planand this Agreement, including vested RSUs or Shares; (ii) any Shares acquired under this Award, and(iii) any profit the Participant has realized on the vesting or sale of any Shares acquired underthis Award, which Participant may be required to repay to the Company). The forfeiture provisionsof this Section 8 shall continue to apply, in accordance with their terms, after the provisions ofany employment or other agreement between the Company and the Participant have lapsed. TheParticipant consents and agrees that if the Participant violates or threatens to violate anyprovisions of this Section 8, the Company or its successors in interest shall be entitled, inaddition to any other remedies that they may have, including money damages, to an injunction to beissued by a court of competent jurisdiction restraining the Participant from committing orcontinuing any violation of this Section 8. In the event that the Participant is found to havebreached any provision set forth in this Section 8 or elsewhere in this Agreement, the time periodprovided for in that provision shall be deemed tolled (*i.e.,*it will not begin to run) for so longas the Participant was in violation of that provision.     9. Binding Effect. This Agreement shall inure to the benefit of and be binding uponthe parties hereto and their respective heirs, executors, administrators, successors and permittedassigns.     10. Tax Consequences and Withholding. Nothing contained herein shall be construed asa promise, guarantee, or other representation by the Company of any particular tax effect nor shallthe Company be liable for any taxes, penalties, or other amounts incurred by the Participant. TheCompany may withhold from any Shares that it is required to deliver under this Agreement the numberof 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/shehas 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. TheParticipant acknowledges he/she must rely solely on such advisors and not on any statement orrepresentations of the Company or any of its agents. The Participant understands that he/she (andnot the Company) shall be responsible for any tax liability that may arise as a result of thetransactions contemplated by the Agreement.     11. No Limitation on the Company’s Rights. The granting of RSUs shall not in any wayaffect the Company’s right or power to make adjustments, reclassifications or changes in itscapital or business structure or to merge, consolidate, reincorporate, dissolve, liquidate or sellor transfer all or any part of its business or assets.     12. Plan and Agreement Not a Contract of Employment or Service. Neither the Plan northis Agreement is a contract of employment or service, and no terms of the Participant’s employmentor service will be affected in any way by the Plan, this Agreement or related instruments, exceptto the extent specifically expressed therein. Neither the Plan nor this Agreement will beconstrued as conferring any legal rights to the Participant to continue in service with the Companyor any subsidiary or affiliate thereof.     13. Entire Agreement and Amendment. This Agreement is the entire Agreement betweenthe 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 theParticipant and the Company, provided, that the Company may amend this Agreement without furtheraction by the Participant if such amendment is deemed by the Company to be advisable or necessaryto comply with Code Section 409A. The headings in this Agreement are inserted for convenience andidentification only and are not intended to describe, interpret, define or limit the scope, extent,or intent of this Agreement or any provision hereof. Each party has cooperated in the preparationof this Agreement. As a result, this Agreement shall not be construed against any party on thebasis that the party was the draftsperson.
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     14. Notices. Notices given pursuant to this Agreement shall be in writing and shallbe 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 receiptrequested, addressee only, postage prepaid, or (iv) such other method of delivery that provides awritten confirmation of delivery. Notice to the Company shall be directed to:Fuel Tech, Inc.