Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On August 24, 2020, the Board of Directors (the "Board") of FuelCell Energy, Inc. (the "Company") approved a Long Term Incentive Plan (the "LTI Plan") as a sub-plan consisting of awards made under the Company's 2018 Omnibus Incentive Plan. The participants in the LTI Plan are members of senior management and include the Company's named executive officers.

The LTI Plan will consist of three award components: (1) relative total shareholder return ("TSR") performance shares, (2) absolute TSR performance shares, and (3) time-vesting restricted stock units. The performance shares granted in fiscal year 2020 will be earned over the three-year performance period ending on October 31, 2022, but will remain subject to a continued service-based vesting requirement until the third anniversary of the date of grant. The performance goal for the relative TSR performance shares is the TSR of the Company relative to the TSR of the Russell 2000 from May 8, 2020 through October 31, 2022. The performance goal for the absolute TSR performance shares is an increase in the Company's stock price from May 8, 2020 through October 31, 2022. The time-vesting restricted stock units granted in fiscal year 2020 will vest at a rate of one-third (1/3) of the total number of restricted stock units on each of the first three anniversaries of the date of grant. None of the awards granted as part of the LTI Plan include any dividend equivalent or other stockholder rights. To the extent the awards are earned, they may be settled in shares or cash of an equivalent value.

The foregoing description is a summary only and is qualified by the Long Term Incentive Plan that is filed herewith as Exhibit 10.1, the Form of Relative TSR Performance Share Award Agreement that is filed herewith as Exhibit 10.2, the Form of Absolute TSR Performance Share Award Agreement that is filed herewith as Exhibit 10.3 and the Form of Restricted Stock Unit Award Agreement (U.S. Employees) previously filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated April 5, 2018.

The target award values under the LTI Plan for the named executive officers of the Company are as follows:





               Named Executive Officer                  Target LTI Plan Award
Jason Few                                                     $500,000
President, Chief Executive Officer and Chief
Commercial Officer
Michael S. Bishop                                             $250,000

Executive Vice President, Chief Financial Officer and Treasurer Jennifer D. Arasimowicz

$235,000
Executive Vice President, General Counsel, Chief
Administrative Officer and Corporate Secretary
Michael J. Lisowski                                           $220,000

Executive Vice President and Chief Operating Officer Anthony J. Leo

$110,000

Executive Vice President and Chief Technology Officer

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits:



Exhibit No.   Description

   10.1         FuelCell Energy, Inc. Long Term Incentive Plan as approved August 24,
              2020.

   10.2         Form of FuelCell Energy, Inc. 2018 Omnibus Incentive Plan Performance
              Share Award (Relative TSR).

   10.3         Form of FuelCell Energy, Inc. 2018 Omnibus Incentive Plan Performance
              Share Award (Absolute TSR).

    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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