FuelCell Stationery]
EXHIBIT
10.59
[FuelCell
Stationery]
January
12, 2006
Xx.
Xxxxx
X. Xxxxxxx
000
Xxxxxxxx Xxxxxx, Xxxx 00
Xxxxxxxxxx,
XX 00000
Dear
Xxxxx:
At
your
request, this letter agreement will confirm that we have modified your
Employment Agreement (the “Agreement”), dated as of August 1, 1997, between you
and Energy Research Corporation, which is now known as FuelCell Energy, Inc.
For
good
and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties, we have agreed to modify your Agreement as
follows:
Section
1.1 of the Agreement is deleted and replaced with the following:
Commencing
on January 12, 2006 or on such other date mutually agreed upon by the parties
(the “Commencement Date”) the Company agrees to employ the Employee and the
Employee agrees to be employed as a part-time employee with duties of assisting
in the transition of responsibilities of the position of President and Chief
Executive Officer (the “P/CEO”) of the Company to R. Xxxxxx Xxxxx, the incoming
P/CEO, and providing strategic advice to him and to the Board of Directors.
In
that capacity, the Employee shall perform such duties as are or may be assigned
to him by the P/CEO of the Company and/or the Board of Directors of the Company
from time-to-time. During the period of this Agreement, the Employee shall
become a non-executive Chairman of the Board of the Company. Accordingly, the
Company will, during the term of this Agreement, nominate the Employee for
re-election as a nominee of the Board of Directors and use its reasonable best
efforts to cause the Employee to be so re-elected and, if elected, to appoint
the Employee as Chairman of the Board.
Section
1.2 of the Agreement is deleted and replaced with the following:
The
Employee shall devote sufficient working time, attention, energy, skill and
effort to the performance of his duties under this Agreement with the
expectation that Employee will devote a minimum of 25% of the Company’s
customary business hours per week (the “Percentage”). It is agreed and
understood that the Percentage may change from week to week, but in no event
shall the Employee work, or be permitted to work, in excess of 40 hours in
any
workweek. The Employee shall not during the term of this Agreement engage in
any
other business activity that would create a conflict of interest or that would
result in lost business opportunities whether or not such activities are pursued
for gain, profit or other pecuniary advantage.
Section
1.3 of the Agreement is deleted.
Section
2.1 of the Agreement is deleted and replaced with the following:
The
term
of the Employee’s employment by the Company under this Agreement shall commence
on the Commencement Date and, except as otherwise provided in this Agreement
with respect to earlier termination, shall continue for an initial period of
one
(1) year. Following the end of the initial period, this Agreement may be
extended upon mutual approval of the Employee, the Board of Directors of the
Company, and the P/CEO.
Section
3.1 of the Agreement is deleted and replaced with the following:
For
all
service to be rendered by the Employee under this Agreement, the Company agrees
to pay the Employee (i) his base salary earned during the applicable pay
period (based on a salary of $395,000 per annum) multiplied by (ii) the average
Percentage during that pay period. The base salary shall be payable at such
times as is customary for employees of the Company and in accordance with the
normal payroll practices of the Company.
Section
3.2 of the Agreement is deleted and replaced with the following:
The
Employee shall be eligible for a discretionary bonus in such amount as may
be
determined by the Compensation Committee of the Board of Directors in its sole
discretion at the conclusion of the Company’s fiscal year.
Section
3.3(b) of the Agreement is deleted.
Section
4.1 of the Agreement is deleted and replaced with the following:
The
Employee shall be entitled to receive one week of paid vacation per calendar
year (prorated for any partial year); provided,
however,
that
the Employee shall receive one additional day of vacation each year for each
5%
that the average Percentage during the year exceeds 25% (prorated for any
partial year).
Section
4.6 of the Agreement is deleted, and all references to Section 4.6 are
deleted.
Section
4.7 of the Agreement is deleted.
Section
7.4 of the Agreement is deleted.
Except
as
otherwise modified in this Letter Agreement, the remaining provisions of
Agreement shall continue in full force and effect.
If
these
modifications are stated correctly and are acceptable, please signify your
agreement by signing below.
Very
truly yours,
FUELCELL
ENERGY, INC.
By_______________________________
Xxxxxxx
Xxxxxx
Chairman,
Compensation Committee of the Board of Directors
Agreed
and Accepted:
By_______________________________
Xxxxx
X.
Xxxxxxx
