Management Change/Compensation (Form 8-K)

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(e)

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As previously reported in its Current Report on Form 8-K filed on January 7, 2026, the employment relationship between FuelCell Energy, Inc. (the Company") and Joshua Dolger, the Company's former Executive Vice President, General Counsel and Corporate Secretary, ended effective as of January 6, 2026.

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In connection with the end of the employment relationship, on February 3, 2026, the Company and Mr. Dolger entered into an employment separation agreement (the "Separation Agreement") providing that, in lieu of (but consistent with) the separation benefits provided for under Mr. Dolger's amended and restated employment agreement, dated as of June 4, 2025, in exchange for a release of claims, following the end of his employment, Mr. Dolger will receive (1) a severance payment of $398,494, representing 12 months of his annual base salary, to be paid in installments over a 12-month period; (2) eligibility to earn a pro rata portion of his outstanding performance stock units based on actual performance achieved following the end of the applicable performance period; (3) accelerated vesting of his 44,911 outstanding unvested time-vesting restricted stock units; (4) eligibility for his fiscal year 2025 management incentive plan award based on actual performance results; and (5) subject to certain conditions, reimbursement or payment by the Company of the premium for continued medical, dental and vision benefits under COBRA for up to 12 months. Other than the continued eligibility to earn a pro rata portion of the outstanding performance stock units and accelerated vesting of the time-vesting restricted stock units referenced above, all other unearned performance stock units and any other outstanding unvested or unearned equity-based awards held by Mr. Dolger as of the end of his employment were forfeited.

Mr. Dolger's benefits under the Separation Agreement are contingent on his not revoking the release of claims set forth in the Separation Agreement and on his continued compliance with the covenants in the Agreement for Assignment, Confidentiality, Non-Competition and Non-Solicitation, dated as of May 16, 2021, between Mr. Dolger and the Company.

The foregoing description of the Separation Agreement is a summary only and is qualified in its entirety by the terms of the Separation Agreement itself, which is filed herewith as Exhibit 10.1.

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