Fuel Tech, Inc. 2012 Executive Officer Incentive Plan



 Exhibit 4.2 
 FUEL TECH, INC. 
 2012 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, 2012, 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
	  	$	14,500	  	  	 	1.80	% 	 	$	500	  	  	 	0.0583	% 	 	 	2.50	% 
	 Revenue
	  	$	88,000	  	  	 	0.60	% 	 	$	2,500	  	  	 	0.0250	% 	 	 	0.90	% 
	 APC Bookings
	  	$	45,000	  	  	 	0.60	% 	 	$	2,500	  	  	 	0.0375	% 	 	 	0.90	% 
		  				  	  
	  
	 	 				  				 	  
	  
	 
		  				  	 	1.75	% 	 				  				 	 	4.30	% 

 Executive Officer Plan Incentive Summary 

 

					
	 Title
	  	Percentage
of Pool	 
	 Chief Executive Officer
	  	 	38.0	% 
	 Chief Financial Officer
	  	 	20.0	% 
	 EVP, Marketing & Sales
	  	 	20.0	% 
	 EVP, Worldwide Operations
	  	 	22.0	% 
		  	  
	  
	 
		  	 	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, 2012 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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