exv10w20






Exhibit 10.20




FUEL TECH, INC.

EMPLOYMENT AGREEMENT — GENERAL



Agreement made as of the 31st day of August, 2009 between Fuel Tech, Inc., a Delaware
Corporation (the “Company”) with its principal place of business at 27601 Bella Vista Parkway,
Warrenville, IL 60555, and Robert E. Puissant of 128 Falcon Hill Court, Green Bay, WI 54302
(“Employee”).



In consideration of the Company’s employment of Employee and the compensation to be paid to the
Employee, the Company and the Employee agree, as follows:



1. Employment Status.





	 	(a)	 	Employment with the Company is contingent on Employee signing this agreement. Employee
shall also be entitled to participate in such benefits as the Company provides to its employees
generally.




No statement in this Employment Agreement shall be construed to grant any Employee an employment
contract of fixed duration. Nothing contained in any provision of this Employment Agreement shall
be interpreted as altering the at-will employment relationship or as a limitation, either express
or implied, on the Company’s right to discipline or discharge an Employee. Either the Employee or
the Company may terminate the employment relationship at any time, for any reason, with or without
notice and with or without cause.





	 	(b)	 	Position. Employee is employed as Executive Vice President, Marketing and Sales.
	 
	 	(c)	 	Base Salary, Sign-On Bonus. Employee shall initially have an annual base
salary of $300,000 prorated from commencement of employment and paid semi-monthly.
	 
	 	(d)	 	Annual Bonus. Employee shall be entitled to participate in the Company’s
Corporate Incentive Plan (“CIP”) with an initial Target Participation Percentage of 40% of base
salary, subject to the terms of each annual CIP Plan as approved by the Compensation and Nominating
Committee of the Board of Directors of the Company.
	 
	 	(e)	 	Stock Options. Employee shall receive a non-qualified stock option award
under the Company’s Incentive Plan (“Plan”) on the Company’s standard terms to acquire 40,000
Company common shares effective as of, and at an exercise determined at the fair market value under
the Plan on, the date of Employee’s commencement of employment, or , if such date shall be in a
closed period prior to the release of Company earnings, then on the third day following the
Company’s earnings release thereafter.
	 
	 	(f)	 	Vacation. Employee shall be entitled to 10 days of vacation from date of hire
through December 31, 2009, fully accrued as of Employee’s hire date. Thereafter, commencing January
1, 2011, Employee shall be entitled to thirty (30) days of vacation per calendar year accrued under
the Company’s normal vacation policy.
	 
	 	(g)	 	Benefit Plans. Employee shall be entitled to participate in the Company’s
401 (k) and Profit Sharing Plan and such other benefit and health and welfare plans as are extended
by the Company to employees generally.






	 	(h)	 	Salary Continuation/Change of Control. If Employee’s employment is
involuntarily terminated not for cause within a year after an event of “Change of Control” as
defined in the Fuel Tech, Inc. Incentive Plan (“Plan”), Employee shall be entitled to continuation
of base salary and benefits for up to the earlier of one year after such termination or until
Employee shall attain comparable employment with an equivalent salary. “Benefits” for this purpose
shall include Medical and Dental coverage, 401 (k) participation and other plans and programs in
which the officers of the Company generally are entitled to participate, and, with respect to EOIP
payouts, such amount for a prior year as is earned but unpaid under the terms of that prior year
plan and, for a current year, such amount as the Compensation and Nominating Committee of the Board
of Directors of the Company, or any




 









 






	 	 	 	successor company, shall approve. “Cause” shall mean conviction
of Employee under or a plea of guilty by Employee to any state or Federal felony charge (or the equivalent thereof outside 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, or the Company’s Code of Business Conduct and Ethics, all as from time to time in effect,
as a potential disciplinary measure.






	 	2.	 	Best Efforts. The Employee while employed by the Company shall devote Employee’s best
efforts, and Employee’s time and attention to the interests of the Company as required by the
Company and shall faithfully perform all duties from time to time assigned to Employee and shall
conform to all of the Company’s requirements for proper business conduct including, without
limitation, the Company’s policies, procedures and guidelines set forth in the Company’s Code of
Business Ethics and Conduct, and the Company’s Employee Handbook as well as all applicable
national, state, and local laws, regulations, and ordinances. The Company reserves the right, in
its sole discretion, to change any such policies, procedures, or guidelines, in whole or in part,
at any time in the future, with or without notice to Employee.
	 
	 	3.	 	Disclosure. Employee shall disclose promptly and completely to the Company in
writing, and shall respond to all inquiries made by the Company whether during or after employment
about, all inventions, programs, processes, software, data, formulae, trade secrets, ideas,
concepts, discoveries and developments (“Developments”), whether patentable or not, which during
employment the Employee may make, conceive, reduce to writing or other storage media, or with
respect to which Employee shall acquire the right to grant licenses or to become licensed, either
solely or jointly with others, which:






	 	(a)	 	Relates to any subject matter with which Employee’s work for the Company may be concerned;
or
	 
	 	(b)	 	Relates to or is concerned with the business, products or projects of the Company or
that of its customers; or
	 
	 	(c)	 	Involves the use of the Company’s time, material or facilities.






	 	 	 	Employee agrees that all such Developments are and shall remain the sole and absolute property
of the Company or its nominees, Employee will not withhold Developments from the Company for the
use or benefit of Employee or any other person or entity after Employee’s employment terminates.
	 
	 	4.	 	Copyrights. Employee agrees that all writings, illustrations, models, pictures,
software, and other such materials and original works of authorship created or produced by Employee
during the term of his employment with the Company and relating to his employment with the Company
shall be 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 Employee grants, assigns, and transfers to the Company
any and all rights (including but not limited to copyrights) in and to all such works.
	 
	 	5.	 	Assignment. At all times during and after Employee’s employment with the Company
and at no expense to Employee, Employee 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 Employee is the inventor or creator thereof. The Company shall be the sole and absolute owner
of any resulting patents, trademarks, and copyrights for Developments.
	 
	 	6.	 	Development Exclusions. This Employment Agreement does not apply to a Development
or an original work of authorship that was developed entirely on the Employees’ own time and that
used no equipment or facility or trade secret information of the Company and (a) that does not
result from any work performed by the Employee for the Company or (b) that does not relate to the
business of the Company.




 









 












	 	7.	 	Development Compensation. Employee shall receive no compensation for actions required of
the Employee under the requirements of Sections 3 and 4 and 5 above whether during or after
termination of employment, provided, however, that Employee shall be reimbursed by the Company for
any of Employee’s reasonable out of pocket expenses necessarily arising out of such actions and such
expenses are approved in advance by the Company.
	 
	 	8.	 	Confidentiality; Non-Use. At all times during and after Employee’s employment by
the Company, Employee shall hold in strictest confidence, and, without the express prior written
authorization of the officer of the Company to whom Employee reports or of the Board of Directors
of the Company, Employee shall not disclose or transfer to any third party or use for Employee’s
own benefit, any Development or any secret or confidential Company information relating to research
or development programs, products or services, customer information, customer lists, business
processes, business plans, or sales or marketing plans.
	 
	 	9.	 	Company Property. Employee shall carefully preserve the Company’s property and not
convert it to personal use. At the termination of Employee’s employment, Employee shall return to
the Company any and all Company property entrusted to Employee, 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; and also any keys, key cards,
credit cards, telephone cards, computers, equipment and vehicles.
	 
	 	10.	 	Employee Disputes. Employee agrees that in any claim which he may bring against
the Company or which the Company may bring against the Employee, the Employee now and will in the
future agree and consent that, at the Company’s sole election and in its absolute discretion, any
such claim may be determined in arbitration or, once initiated in any court by the Employee, may be
removed by the Company from that court to arbitration.
	 
	 	11.	 	Arbitration. Except as otherwise provided in this section, any controversy or claim
between Employee and the Company arising out of or relating to Employee’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 within the
district of the federal district court with jurisdiction over Employee’s most recent place of
employment with the Company 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 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.
	 
	 	12.	 	Waiver of Jury Trial. In the event that either party files, and is allowed by the
courts to prosecute, a court action on a dispute between the Employee 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.
	 
	 	13.	 	Law. This Employment Agreement and any disputes arising between the Company and
Employee shall be interpreted and governed by the law of the state of Employee’s last place of
employment with the Company, excluding its choice of laws rules.






	 	14.	 	Integration: No Oral Modifications. This written Employment Agreement is the only
employment agreement between the Company and the Employee and supersedes all other writings or
understandings




 









 






	 	 	 	related to Employee’s employment. This Employment Agreement, including this
provision, may not be modified by any oral statements made by any person. This Employment
Agreement, including this provision, may be modified only by a written agreement signed both by the Employee and by an
authorized officer of the Company.






	 	15.	 	Severability. Company and Employee agree that if any of the agreements, covenants,
restrictions and waivers by Employee in this Employment Agreement is held invalid by a court of
competent jurisdiction, such provisions shall be stricken or modified by the Court and the
remaining and modified provisions shall remain in full force and effect.




IN WITNESS WHEREOF, the parties have signed this Employment Agreement as of the day and year first
written above.




	 	 	 	 	 

	/s/ Robert E. Puissant
 

Robert E. Puissant — Employee

	 	/s/ Christina Potvin
 

Witness
	 	 
	 
	 	 	 	 
	 

	 	Christina Potvin	 	 
	 

	 	 	 	 
	 

	 	Name (Please print or type)	 	 






	 	 	 	 	 

	FUEL TECH, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Michael Petrak
 

Title: Director of Human Resources