Exhibit
10.2 - Consulting Agreement for Vincent J. Arnone dated April 30,
2008
The following
is an agreement (this “Agreement”) which sets out the
mutual understanding between Fuel Tech, Inc. (the
“Company”) and you as to the terms and conditions of
your engagement as a consultant to the Company subsequent to your
resignation as an employee and Senior Vice President, Treasurer and
Chief Financial Officer of the Company, all of which have been
discussed between us on amicable terms. If you are in accord with
these terms and conditions, please sign below where
indicated.
1. Resignation.
You have simultaneously with the execution of this Agreement
delivered your signed resignation to the Company as referenced
above, and resignations of all directorships in Company affiliates
worldwide, to be effective on the close of business May 31, 2008
(the “Effective Date”).
2. Consultancy.
The Company hereby engages you to act as a consultant to it from
the Effective Date to provide advice and assistance in matters
relating to the Company as requested and directed by the President
and CEO. In performing such consultancy services you will, at the
Company’s reasonable request from time to time, for a minimum
of 40 hours per month during the Term of this Agreement make
yourself available in person at the Company’s Illinois
offices or at such other location as the Company
requests.
3. Term. This
Agreement shall expire and your consultancy shall terminate at the
close of business, September 30, 2008 (the “Termination
Date”). For all purposes hereunder, your consultancy services
may only be deemed unsatisfactory if you intentionally fail to
provide services as reasonably requested.
4.
Compensation. In consideration of your consultancy services
hereunder during the Term, the Company shall compensate you as
follows:
(a) Cash: The
Company shall pay you each month, the basic rate of $10,000 per
month, payable in two installments of $5,000 on or about the 1st
and 15th of each month during the Term, and, for time spent on such
consulting services in any month in excess of 40 hours, at the
additional rate of $200 per hour, against your invoices detailing
such time spent.
(b) Pro-Rated
CIP: Upon successful completion of your consultancy services
hereunder through the period ending September 30, 2008 and in lieu
of continued participation in the Corporate Incentive Plan
(“CIP”), the Company will pay you a cash settlement of
$67,500 which is calculated based on the proration of a salary of
$225,000 times a 40% Target Incentive Participation and times 75%
representing nine rather than 12 months participation in the
CIP.
(c) Accelerated
Vesting of Options: The Company shall vest, i.e. allow to be
exercised by you, effective at the close of business on the
Termination Date, so much of your Company stock option awards of
December 7, 2004, December 6, 2005 and December 7, 2006 as are
scheduled to vest on December 6 and 7, 2008, all such accelerated
vested options aggregating 41,250 shares, as illustrated by
Schedule A attached. Other options illustrated on Schedule A which
are not vested and not given accelerated vesting in this Section 3
(c) shall be forfeited by you to the Company in accordance with the
terms of such options.
(d) Extended
Option Exercise: Following satisfactory completion of your
consultancy on the Termination Date, all of your then vested and
exerc
