Item 1.01 Entry into a Material Definitive Agreement

On May 20, 2009, the Compensation and Nominating Committee (the "Committee") of the Board of Directors of Fuel Tech, Inc. (the "Registrant" or "Fuel Tech") amended certain of the performance targets and incentive pool amounts under Fuel Tech's Corporate Incentive Plan (the "CIP"). As a result of these amendments, the previously reported minimum incentive pool amount for fiscal 2009 has been reduced from $400,000 to $280,000.
The discussion of the CIP set forth above does not purport to be complete and is qualified in its entirety by reference to Fuel Tech's Report on Form 8-K for an event dated March 13, 2009, including, without limitation, the Corporate Incentive Plan which is filed as Exhibit 99.1 to that Report.