EX-10.2



 Exhibit 10.2 
  





 
 FuelCell Energy, Inc. 

Stock Ownership Guidelines 
 Adopted
December 18, 2014 
 The Board of Directors (the “Board”) of FuelCell Energy, Inc. (“FuelCell” or the “Company”) has
adopted Stock Ownership Guidelines (“Ownership Guidelines”). These Ownership Guidelines are applicable to all FuelCell Section 16 executive officers (“officers”) (as such term is defined pursuant to Section 16 of the
Securities and Exchange Act of 1934, as amended) and the non-employee independent, directors of the Board (“directors”). 
 Ownership
Guidelines 
 Pursuant to these Ownership Guidelines, each of the Company’s officers and directors will be expected to maintain an ownership
position in the Company’s shares of common stock as set forth in the applicable guidelines below: 
 Minimum Stock Ownership Requirement 

 

			
	 Leadership Position
	  	 Ownership

Guideline

	President and Chief Executive Officer	  	At least 300,000 shares
	All other Section 16 Executive Officers	  	At least 150,000 shares
	Non-Employee Independent Directors	  	At least 50,000 shares

 Ownership Defined 
 For
purposes of meeting the applicable Ownership Guidelines, stock that counts towards satisfaction of FuelCell’s Stock Ownership Guidelines include: 
  

	 	•	 	FuelCell Energy common stock owned (i) directly by the officer or director or, his or her spouse, (ii) jointly by the officer or director or, his or her spouse, and (iii) indirectly by a trust,
partnership, limited liability company or other entity for the benefit of the officer or director, or his or her spouse; 

  

	 	•	 	100% of Restricted Stock Awards (vested and unvested) issued under the Company’s Equity Incentive Plans; 

  

	 	•	 	100% of Common Stock issued under the Company’s Employee Stock Purchase Plan; 

  

	 	•	 	100% of unexercised Stock Options (vested and unvested) issued under the Company’s Equity Incentive Plans; and 









	 	•	 	100% of deferred stock units issued under the Company’s Director’s Deferred Compensation Plan. 


Officers are expected to achieve target levels within 5 years of assuming their positions and directors are expected to achieve target levels within 5 years
of commencement of service as a director. 
 Retention Ratio 

Officers and directors must maintain at least 50% of the stock received from equity awards (on a shares issued basis) until minimum ownership requirement level
is achieved. 
 Stock Holding Requirements 
 Once the
ownership guideline has been achieved, officers will be required to maintain stock holding requirements for the duration of their employment with the Company and for directors, until their cessation from the Board. 

Compliance 
 The Company’s Compensation Committee
(the “Committee”) shall have authority to enforce these Stock Ownership Guidelines. 
 Non-Compliance 

If an officer or director is not in compliance with the Ownership Guidelines, he or she will be prohibited from selling or otherwise disposing of FuelCell
stock until his or her holdings meet the applicable minimum requirement, and then only to the extent that his or her remaining holdings do not fall below the applicable minimum holding requirement. 

Administration 
 The Committee shall periodically assess
these Ownership Guidelines and officer’s and director’s ownership relative to these guidelines. The Committee may amend or terminate these Ownership Guidelines in its discretion. 

Non-Employee Non-Independent Directors 
 Non-employee
non-independent directors are excluded as they represent investors in the company which already have ownership interest in FuelCell Energy. 

Adjustments 
 Minimum share ownership requirements shall
be adjusted in the event of any stock split, reverse stock split or other similar change in the Company’s outstanding capital stock. 

  
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 Hardship 

There may be instances in which the Ownership Guidelines would place a severe hardship on an Officer or Director. Under these circumstances, the Compensation
Committee may, on a case-by-case basis, modify the Ownership Guidelines, in its discretion. 

  
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