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FTEK > SEC Filings for FTEK > Form 8-K on 17-Mar-2014All Recent SEC Filings

Show all filings for FUEL TECH, INC.

Form 8-K for FUEL TECH, INC.


17-Mar-2014

Change in Directors or Principal Officers


ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Effective March 12, 2014, the Compensation Committee (the "Committee") of the Board of Directors of Fuel Tech, Inc. ("Fuel Tech" or the "Company") took the following actions:

1. Award of 2013 Look-Back RSUs: Pursuant to the terms of the Company's 2013 Executive Performance RSU Award Agreement with each Named Executive Officer of the Company listed in the table below ("Participating Executive"), the Committee determined the actual number of "Look-Back" restricted stock units ("RSUs") to be awarded to each Participating Executive. The target level of Look-Back RSUs, and the actual amount of Look-Back RSUs granted are set forth in the table below.

                                                       Target                Actual Granted
Name and Title                                     Look-Back RSUs            Look-Back RSUs
Vincent J. Arnone
Chief Operating Officer                                     24,000                    26,880
Douglas G. Bailey
President and Chief Executive Officer                       42,000                    28,800
David S. Collins
Chief Financial Officer and Treasurer                       18,000                    15,360
Albert G. Grigonis
Senior Vice President, General Counsel and
Secretary                                                   18,000                    15,360
Robert E. Puissant
Executive Vice President
Marketing and Sales                                         18,000                     9,600

The terms of the 2013 Executive Performance RSU Award Agreement (the "2013 Agreement") are described in the Company's Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Stockholders filed with the Securities Exchange Commission on April 17, 2013, and a copy of the form of the 2013 Agreement entered into between the Company and each of the Participating Executives is attached as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2013 filed with the Securities Exchange Commission on May 7, 2013. Such description and exhibit are incorporated by reference in their entirety.

2. 2014 Executive Performance RSU Awards: The Committee also authorized the Company to enter into a 2014 Executive Performance RSU Award Agreement (the "2014 Agreement") with each of the Company's Named Executive Officers listed in the table below (each a "Participating Executive") pursuant to which each Participating Executive will have the opportunity to earn the amount of target RSUs shown in the table below. Aside from the target RSUs established for Participating Executives and the composition of the Company's peer group listed in the 2014 Agreement, the form and substance of each 2014 Agreement entered into is the same as the 2013 Agreement described above.

--------------------------------------------------------------------------------
                                                           Target           Target         Target
                                                          Look-Back          TSR          Revenue
Name and Title                                              RSUs            RSUs*          RSUs*
Vincent J. Arnone
Chief Operating Officer                                       17,600         17,600         17,600
Douglas G. Bailey
President and Chief Executive Officer                         24,000         24,000         24,000
David S. Collins
Chief Financial Officer and Treasurer                         12,800         12,800         12,800
Albert G. Grigonis
Senior Vice President, General Counsel and Secretary          12,800         12,800         12,800
Robert E. Puissant
Executive Vice President
Marketing and Sales                                           12,800         12,800         12,800

* The amount of RSUs shown represents the target RSU amount for each category of RSUs. The actual amount of RSUs granted for each category can range from 0% to 100% for Look-Back RSUs and 0% to 150% for Revenue Growth or TSR Performance RSUs.


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