exv10w15






Exhibit 10.15




FUEL TECH, INC.




2011 Executive Officer Incentive Plan


1. THE PLAN



1.1 Objectives. The Executive Officer Incentive Plan (“EOIP”) of Fuel Tech, Inc., a
Delaware corporation, (the “Company”), is designed to provide each Participant with financial
incentives based upon Company financial results, measured in terms of Adjusted EBITDA, Revenues and
APC Bookings. The EOIP is an annual bonus plan based on successive fiscal year performance periods
commencing January 1, 2011, with payouts based on each fiscal year’s performance. Capitalized
terms not otherwise defined shall have the meanings set forth in Section 4 below.



1.2 Plan Supersedes All Prior Incentive Compensation Programs. This EOIP supersedes and
replaces all prior cash incentive compensation programs for all Participants.



2. ELIGIBILITY



2.1 Participants. The Company’s Chief Executive Officer, Chief Financial Officer,
Executive Vice President of Marketing and Sales and Executive Vice President of Worldwide
Operations shall each be a Participant in the EOIP. The Committee, in its business discretion, may
subjectively decide to designate additional full-time senior management employees of the Company to
be Participants in the EOIP after consideration of the recommendations of the Company’s Chief
Executive Officer. The addition of new full-time senior management employees to the EOIP would
require modification to the EOIP’s formulaic funding or payout mechanics, subject to approval by
the Committee.



Participants must be employed on the last day of a fiscal year (December 31) in order to be
eligible for a payout under the EOIP based on that fiscal year’s performance. No amounts will be
deemed earned or payable under the EOIP by any Participant whose employment with the Company ends
on or before the last day of the fiscal year. A Participant deemed to be eligible for a payout in
accordance with the provisions of the EOIP for a given fiscal year, need not be employed on the day
of a bonus payout under this EOIP for such fiscal year in order to be eligible for the payout.



2.2 Involuntary Termination of Employment. Notwithstanding the preceding paragraph, if,
during a fiscal year in which the EOIP is in effect, a Participant’s employment with the Company is
involuntarily terminated: (a) not for cause by the Company, or (b) on account of the Participant’s
death, or (c) on account of the Participant’s disability (as that term is defined below), then to
the extent and at the time the Company determines there shall be a payout for that fiscal year
under the EOIP, the affected Participant shall be eligible for a pro rata EOIP payment (or, in the
case of death, to that employee’s estate) in accordance with the applicable calculations of Section
4, “EOIP Payouts” and subject to all the other provisions of the EOIP; provided, however, that only
the normal employee wages paid to the affected employee (as determined by the Company in its sole
discretion and excluding bonuses, allowances, paid leave, vacation or severance payments) through
that Participant’s separation date from the Company shall be used in such pro rata allocations.



Any funds not paid out to a Participant under the EOIP, whether due to voluntary termination of
employment, termination of employment for cause or otherwise, will automatically revert back to the
Company.






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3. EOIP Payouts



3.1 Incentive Pool. EOIP payouts are based on the Company’s performance for three
financial metrics — Adjusted EBITDA, Revenues and APC Bookings. An “Incentive Pool” may or may
not be created dependent on the Company’s financial performance pertaining to all or some of those
metrics during the fiscal year. If the Incentive Pool is created, each Participant is then awarded
that Participant’s designated portion of the Incentive Pool on or before March 31, 2012. The
methodology for calculating EOIP payouts to Participants is more fully described below.



3.2 Minimum Adjusted EBITDA Threshold. No amounts shall be payable under this EOIP for any
fiscal year unless the Company has achieved the established minimum threshold of Adjusted EBITDA
for such fiscal year. Accordingly, if the Company’s financial performance for the fiscal year
falls below the established minimum threshold of Adjusted EBITDA, there is no payout under the EOIP
of any kind, regardless of the annual Revenue or annual APC Bookings amounts achieved.



3.3 Funding and Payout.




     3.3.1 A percentage of Adjusted EBITDA is set aside in an Incentive Pool with respect to each
fiscal year to provide for bonus payments under this EOIP based on performance in the following
three categories: (i) Adjusted EBITDA, (ii) Revenue and (iii) APC Bookings. The percentage of
Adjusted EBITDA that is set aside based on the Company’s actual level attained in each of these
three categories shall be determined by the Committee after consideration of the recommendations of
the Company’s Chief Executive Officer.



     3.3.2 Once the Company’s minimum threshold of Adjusted EBITDA is met, the percentage of
Adjusted EBITDA set aside in the Incentive Pool rises pro rata incrementally based on actual
Company performance in each of the Adjusted EBITDA, Revenues, and APC Bookings financial metrics
subject to an overall Incentive Pool funding percentage upper limit cap, all as shown in the chart
below. The payout formula for a Participant is shown in the chart below.



Executive Officer Incentive Plan Mechanics




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Increment	 	 
	 	 	Minimums	 	Funding %	 	Value	 	Incremental %	 	% Cap
	Adjusted EBITDA, as defined
	 	$	10,500	 	 	 	0.75	%	 	$	500	 	 	 	0.1250	%	 	 	2.25	%
	Revenue
	 	$	85,000	 	 	 	0.50	%	 	$	2,500	 	 	 	0.0625	%	 	 	1.00	%
	APC Bookings
	 	$	50,000	 	 	 	0.50	%	 	$	2,500	 	 	 	0.0625	%	 	 	1.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	1.75	%	 	 	 	 	 	 	 	 	 	 	4.25	%






Executive Officer Plan Incentive Summary




	 	 	 	 	 
	                   Title	 	Percentage of Pool
	Chief Executive Officer
	 	 	40.0	%
	Chief Financial Officer
	 	 	20.0	%
	EVP, Marketing & Sales
	 	 	20.0	%
	EVP, Worldwide Operations
	 	 	20.0	%
	 
	 	 	 	 
	 
	 	 	100.0	%






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4. DEFINITIONS




     “Adjusted EBITDA” — means generally earnings before interest expense, taxes, depreciation and
amortization, profit sharing plan contributions, legal expenses out of the ordinary course of the
Company’s business and incentive pay (excluding sales commissions), but shall be as determined by
the Company, in its sole discretion, with the assistance of its accountants.



     “APC Bookings” — means generally to revenue (a) to which the Company has a legally binding,
contractual right pursuant to a Sales Contract signed after December 31, 2010, and (b) which
involves the sale of equipment or services associated the Company’s APC product line, all as
determined by the Company, in its sole discretion. For purposes of clarity, it is understood that
APC Bookings shall not include revenue (i) for equipment or services included in the scope of work
of contracts executed and entered into prior to January 1, 2011 and restated in newly executed
contracts; (ii) revenues relating to work for which authorization to proceed from the customer is
required but has not been obtained in writing; or (iii) revenues relating to any equipment or
services the delivery of which has been cancelled by the customer.



     “Committee” — means the Compensation & Nominating Committee of the Company’s Board
of Directors or such other committee as may from time to time succeed or perform the functions of
that Committee.



     “Disability” — means that a Participant, after exhausting any applicable leave available
under the Company’s policies, is unable because of physical or mental condition to perform the
essential functions of such Participant’s position, with or without a reasonable accommodation.



     “Revenue” — means the Company’s net sales, as determined by the Company in its sole
discretion.



     “Sales Contract” — means a comprehensive set of executed, legally binding documents between
the Company and a customer, in form and substance acceptable to the Company.


5. OTHER CONDITIONS



5.1 No Alienation of Awards. Payouts under this EOIP may not be assigned or alienated,
except that payouts earned and payable may be assigned under the laws of descent and distribution
of the Participant’s domicile.



5.2 No Right of Employment. Neither the EOIP nor any action taken under the EOIP shall be
construed, expressly or by implication, as either giving to any Participant the right to be
retained in the employ of the Company or any affiliate, or altering or limiting the
employment-at-will relationship between the Company and any Participant.



5.3 Taxes, Withholding. The Company or any affiliate shall have the right to deduct from
any payout under the EOIP any applicable federal, state or local taxes or other amounts required by
applicable law, rule, or regulation to be withheld with respect to such payment.



5.4 Code Section 409A. The EOIP is intended to be exempt from or comply with Section 409A
of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.



5.5 Plan Administration; Effectiveness for any Fiscal Year. The EOIP shall be administered
by or under the authority of the Committee which shall have the full discretionary power to
administer and interpret this EOIP and to establish rules for its administration. The EOIP will
not be deemed effective for any fiscal year until such time, if any, as the determination of the
EOIP Adjusted EBITDA, Revenues, and APC Bookings minimum targets and Incentive Pool funding
percentage amounts contemplated by Paragraph 3 above have been released for communication to EOIP
participants, which date shall be no later than March 31st of each fiscal year.




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5.6 Reservation of Rights; Governing Law; Contract Disclaimer. The Company reserves the
right to amend or cancel the EOIP in whole or in part at any time without notice. There can be no
guaranty that the EOIP will be in effect in any subsequent fiscal year. The Company also reserves
the right to decide all questions and issues arising under the EOIP and its decisions are final.
The EOIP shall be construed in accordance with and governed by the laws of the State of Illinois.
The EOIP is a statement of the Company’s intentions and does not constitute a guarantee that any
particular EOIP payment amount will be paid. It does not create a contractual relationship or any
contractually enforceable rights between the Company or its wholly owned subsidiaries and the
Participant.





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