Exhibit 10.1

October 6, 2026

Michael Bishop

Executive Vice President, Chief Financial Officer

via Hand Delivery and Email

Re:       Executive Transition and Separation Agreement

Dear Mr. Bishop:

This executive transition and separation agreement (this “Agreement”) confirms that you will cease to serve in the role of Executive Vice President, Chief Financial Officer and Treasurer of FuelCell Energy, Inc. (the “Company”) effective as of October 6, 2026 (the “Transition Date”) and that you and the Company have agreed that you will continue to be employed by the Company for an additional six (6) month period (the “Transition Period”) in a new, advisory role of “Senior Advisor to the Chief Executive Officer” (the “Transition Employment”), effective October 7, 2026, through and including April 6, 2027 (the “Separation Date”), subject to the terms and conditions set forth herein. You also agree to resign, effective as of the Transition Date, from any other positions as an executive officer, officer or director you may hold with the Company or any of its subsidiaries.

During the Transition Period, subject to the terms and conditions herein and in exchange for your waiver of any claim of “Good Reason” or of the existence any of the enumerated conditions within the definition of “Good Reason” under Section III.A of your Employment Agreement, dated June 4, 2025, with the Company (your “Employment Agreement”), you will receive continued payment of base salary at the annualized rate of $461,591.00. You also agree that, other than Sections I, II.C, III.B, and, as noted earlier in this paragraph, the provisions related to “Good Reason” in Section III.A, all of which are expressly excluded, the other respective rights and obligations under your Employment Agreement shall apply during the Transition Period to your Transition Employment. You will receive a pro-rated bonus (not to exceed 100% of your bonus target) consistent with Section II.B of your Employment Agreement for the Transition Employment. In no event, however, shall you receive duplicative benefits under this Agreement and your Employment Agreement.

As Senior Advisor to the Chief Executive Officer pursuant to the Transition Employment, and as consideration for your receipt of base salary during the Transition Period consistent with Section II.A of the Employment Agreement, you shall be required to: continue to provide transition services, including consultation and guidance including in areas and as to matters that were within your scope of responsibilities during your tenure at the Company; support the onboarding of and transition of your responsibilities to your successor; and be available as reasonably requested to assist in any other matters that the Company, management, or the Board might reasonably require.

Subject to the above, and the terms and conditions herein, your separation at the end of the Transition Period will be deemed to be a termination without cause as defined in Section III.A of your Employment Agreement and accordingly, you will be eligible to receive severance benefits as provided under Section III.A of your Employment Agreement; provided that, for purposes of calculating the amount of such benefits and determining which outstanding time-vesting awards will vest, and which unearned performance awards shall remain eligible to be earned as of your separation, the Separation Date will be deemed your last day of employment. Your receipt of such severance benefits shall be contingent on your execution of and agreement to be bound by, and your non-revocation of, a final release of all claims in the form set forth in Exhibit A hereto within twenty-eight (28) days following the Separation Date as described in Section IV of your Employment Agreement (the “Release”). For the avoidance of doubt, you shall not be eligible to participate in the Company’s Long Term Incentive Plan, 2018 Omnibus Incentive Plan or any successor plan, or to receive restricted stock units or performance share units or other equity awards (as would otherwise be contemplated under Section II.C of your Employment Agreement) during the Transition Period.

The following paragraphs set forth the termination benefits (the “Separation Benefits”) the Company is offering to you in satisfaction of the payments and other benefits contemplated by your Employment Agreement, in exchange for, and contingent upon, your agreement to certain covenants and a release as set forth below.

1.            The Separation Benefits consist of the following:

2.             By signing below, you agree and acknowledge that the Separation Benefits are in full satisfaction of your rights under the Employment Agreement and greater than any benefits to which you are otherwise entitled to by law, employment policy, or otherwise. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, you shall remain an “at will” employee at all times and nothing in this Agreement shall limit the ability of you or the Company to terminate your employment prior to the Separation Date for any reason or for no reason. You agree that the changes in your positions, duties, authority, responsibilities or compensation set forth herein, and any other change in your position, duties, authority, or responsibilities during or after the Transition Period, will not constitute “good reason” or otherwise be deemed a breach of any obligation of the Company or a constructive termination of your employment for purposes of any compensation, severance or other benefit programs.

3.             Except as provided for in Paragraphs 6 and 7 below, as consideration for the Separation Benefits, by signing below, you, on behalf of yourself, your heirs, assigns, executors, successors and each of them, or any of them, hereby release the Company and the Released Parties (as defined below) from all claims or rights of any kind arising before or through the date you sign this Agreement. This release of all claims includes, but is not limited to, a release of all claims or rights arising out of or in connection with your employment with the Company in any capacity or role or the termination of that employment. This release of all claims also includes a release of any claim or right to further wages, compensation, benefits, damages, penalties, attorneys’ fees, costs, or expenses of any kind from the Company or any of the other Released Parties. You fully understand and acknowledge that this general release of all claims means that you are forever giving up and waiving all claims and rights, known or unknown, you may have against the Company or any of the other Released Parties based on any conduct that occurred on or before the date you signed this Agreement. By waiving and giving up such claims, you understand that you are releasing the Company and the other Released Parties from any liability or obligation for any expense, damage, losses, or other relief you might claim based on, among other things, the following:

4.            The term “Released Parties” includes the Company and the Company’s past and present employees, directors, officers, agents, insurers, attorneys, shareholders, successors, executors and representatives of any kind. The term “Released Parties” also includes the Company’s parent, subsidiary and affiliated companies and their past and present employees, directors, officers, agents, insurers, attorneys, shareholders, successors, executors and representatives of any kind.

5.            You specifically agree that this Agreement extends to unknown or unsuspected past, present or future rights, claims, injuries or damages of every nature and kind arising from or attributable to your employment with the Company that you might not be aware of at this time.

6.             Notwithstanding the above, this Agreement does not waive any claims that you may have: (a) for compensation for illness or injury or medical expenses under any worker’s compensation statute; (b) eligibility for benefits under any unemployment compensation statute; (c) for benefits under any plan currently maintained by the Company in which you are currently a participant and that provides for retirement benefits; (d) under any law or any policy or plan currently maintained by the Company that provides health insurance continuation or conversion rights; (e) for indemnification and defense applicable to you as a Company officer under any existing Company by-law, policy, or insurance policy; or (f) any claim that by law cannot be waived or released.

7.             Nothing in this Agreement prevents you from filing a charge with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the Connecticut Department of Labor (“CDOL”), the Florida Commission on Human Relations (“FCHR”) or any other federal, state or local government agency, or otherwise cooperating with or providing information to any such agencies. However, this Agreement does prohibit you from obtaining any personal or monetary relief for yourself based on such a charge or based on your providing information to or cooperating with the EEOC, NLRB, CDOL, FCHR or any other state or local government agency; provided that, notwithstanding anything to the contrary herein, no provision of this Agreement shall be applied or interpreted so as to impede you (or any other individual) from reporting possible violations of law to any government agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal or state law or regulation.

8.            This Agreement is intended by the parties to effectuate the knowing and voluntary release of all known and unknown claims, including claims under the Age Discrimination in Employment Act. You acknowledge that the releases and waivers of rights set forth in this Agreement are for the payment of monies that exceed those to which you would already be entitled under the Company’s existing benefits programs and payment of these monies is being made specifically contingent upon your consent to the releases and waivers contained herein.

Please be assured that the releases contained in this Agreement do not extend to any rights or claims that you may have under the Age Discrimination in Employment Act that first arise after the date and time you sign this Agreement.

We advise and encourage you to consult with your own attorney before signing this Agreement. Whether you do so is your decision. You have twenty-one (21) days to consider this Agreement. You understand that you may take as much of this twenty-one (21) day period of time to consider this Agreement as you wish before signing it. You and the Company agree that the twenty-one (21) day period begins on the day that this Agreement is delivered to you, and that if the Company changes any of the terms of the offer contained in this Agreement (whether the changes are material or not), the twenty-one (21) day period will not be restarted but will continue without interruption.

If you sign this Agreement before the twenty-one (21) day period expires, the seven (7) day revocation period (described below) will begin immediately. If you sign this Agreement before the twenty-one (21) day period expires, you agree that you have knowingly and voluntarily accepted the shortening of the twenty-one (21) day period and that the Company has not promised you anything or made any representations that are not contained in this Agreement.

You may revoke this Agreement within seven (7) days after you sign it and this Agreement shall not become effective or enforceable until the seven (7) day revocation period has expired. The law prohibits the Company from shortening the seven (7) day revocation period. You can revoke this Agreement only by delivering the notice to Karen Farrell, the Company’s Chief Human Resources Officer, at [email protected] or to her attention at FuelCell Energy, Inc., 3 Great Pasture Road, Danbury, CT 06810. The revocation notice can be delivered either by personal delivery, email, or through the United States Postal Service, registered or certified mail, postage prepaid and return receipt requested. The Company must receive the revocation within the seven (7) day period for the revocation to be effective. You understand and agree that you will not be entitled to any benefits under this Agreement until the seven (7) day revocation period has expired.

9.            As additional consideration for the Separation Benefits, you acknowledge and agree that you shall continue to comply with your obligations under your Agreement for Assignment, Confidentiality, Non-Competition and Non-Solicitation with the Company (the “Non-Competition Agreement”).

10.          You agree that you will cooperate with the Company and its legal counsel in the defense and investigation of any claims and/or lawsuits brought against the Company. In the event the Company requires any information or testimony from you in connection with any claim made against the Company, you agree to appear at any deposition, trial or arbitration, meet with the agents or attorneys of the Company as necessary, and provide the Company with any documents in your custody, possession or control. The Company agrees that it will pay you any reasonable out-of-pocket travel and/or copy expenses which you incur as a result of any specific request of the Company. Should you fail to meet your cooperation obligation as outlined in this Section 10, you agree that you will forfeit the Separation Benefits.

11.          You agree that you will not publish or communicate in any way any information or opinions intended to damage the business or personal reputations of the Company and the Released Parties. However, nothing in this Agreement prevents you from: (a) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful, or (b) discussing the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act.

12.          You agree that, as a condition to your receipt of any Separation Benefits, on or as soon as possible after the Separation Date, you will return to Company any and all property belonging to the Company, including, without limitation, credit cards, keys, files, manuals, lists, books, computers and programs, documents, reports, plans, correspondence, studies and any other tangible thing or things in your possession.

13.          To the extent the Company in the exercise of its reasonable judgment shall determine that Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) applies to any amounts payable to you hereunder, then any such amounts shall be paid in such fashion and at such times so as to ensure that the Company and you are in compliance with Section 409A of the Code; provided that the Company does not guarantee that any payments or benefits contemplated by this Agreement shall comply with Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, in the event that any stock of the Company or any entity within the same controlled group (as defined in Section 414(b) of the Code), is publicly traded on an established securities market as defined in Section 1.409A-1(i) of the Treasury Regulations under Section 409A of the Code, payments to you that are subject to the provisions of Section 409A of the Code will not be made until the date that is six (6) months plus one day after your date of separation from service, or, if earlier than the end of the six-month period, the date of your death, if you are a Specified Employee (as defined below) to the extent required for compliance with Section 409A of the Code. Any payments delayed hereunder shall be paid in a single lump sum payment on such date. For purposes of this paragraph, “Specified Employee” means a key employee (as defined in Code Section 416(i)) of the Company or any affiliated organization with employees in the United States. You will be considered a key employee for the period commencing April 1 and ending on the March 31 thereafter if you were a key employee on the previous December 31 and such designation shall be effective solely for that period.

14.          You agree to keep the terms of this Agreement confidential and you agree not to disclose them to anyone without the approval of the Company (including any Company employee or former employee), except that you may disclose the terms of this Agreement to your attorneys, tax consultants, your immediate family, or if applicable, pursuant to court order and, to the extent this Agreement is publicly disclosed by the Company pursuant to applicable disclosure requirements, such as its Securities and Exchange Commission filing requirements, such confidentiality requirement will no longer apply after such public disclosure. In no event will anything in this Agreement prevent you from: (a) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful, or (b) discussing the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act. However, you represent and warrant that, as of the date of this Agreement, you know of no facts, evidence or circumstances that would cause you to believe that any of the Released Parties has violated any law, rule or regulation.

15.          Should any material covenant, condition or provision (collectively “provision”) of this Agreement be determined by a court to be illegal or invalid, the Agreement will be rescinded, and the consideration paid returned, unless the party benefited by the provision chooses to waive the offending provision, in which case the remainder of this Agreement will be enforceable. For a party to waive the benefit of any provision, that party must deliver a written waiver to the other party within five days after the court's final determination that the provision is illegal or invalid.

16.          This Agreement shall not be construed as an admission by the Company of any liability to you or of the violation by the Company of any statute or legal or equitable obligation, and the Company denies any such liability or violation.

17.          This Agreement sets forth the entire agreement between you and the Company, and fully supersedes any and all prior agreements or understandings between the parties pertaining to the subject matter of this Agreement (including your Employment Agreement), other than the Non-Competition Agreement, which shall continue in full force and effect. Any modification to this Agreement shall not be effective unless it is in writing and signed by both parties.

18.          This Agreement shall be interpreted, construed, governed and enforced in accordance with the laws of the State of Connecticut.

19.          This Agreement may be executed in counterparts. Each counterpart when executed shall have the efficacy of a signed original. Photocopies or PDF versions of such signed counterparts may be used in lieu of the originals for any purpose. The parties agree that this Agreement may be electronically signed and that the electronic signatures appearing on this agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Prior to the execution of this Agreement, either party may withdraw their consent to sign this Agreement electronically by notifying the other party that such consent is withdrawn.

I have had an adequate opportunity to review this document away from Company premises and to consult anyone of my choice regarding it, including an independent attorney selected by me. I understand the contents of this Agreement, and I agree to all of its terms and conditions.