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Benefit Plans | 12 Months Ended
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Oct. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Benefit Plans | Note 18. Benefit Plans We have stockholder approved equity incentive plans, a stockholder approved Employee Stock Purchase Plan and an employee tax-deferred savings plan, which are described in more detail below. 2018 Omnibus Incentive Plan The Company’s 2018 Omnibus Incentive Plan (as amended and restated from time to time, the “2018 Incentive Plan”) authorizes grants of stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, performance units and incentive awards to key employees, directors, consultants and advisors. Stock options, RSAs and SARs have restrictions as to transferability. Stock option exercise prices are fixed by the Company’s Board of Directors but shall not be less than the fair market value of our common stock on the date of the grant. SARs may be granted in conjunction with stock options. At the May 8, 2020 reconvened 2020 Annual Meeting of Stockholders, the Company’s stockholders approved the amendment and restatement of the original 2018 Incentive Plan, which authorizes the Company to issue up to 4,000,000 additional shares of the Company’s common stock pursuant to awards granted under the 2018 Incentive Plan and provides for an increase in the annual limit on the grant-date fair value of awards to any non-employee director of the Company from $200,000 to $250,000. Following the approval of the amended and restated 2018 Incentive Plan by the Company’s stockholders, the 2018 Incentive Plan provides the Company with the authority to issue a total of 4,333,333 shares of the Company’s common stock, 1,000,000 shares of which have been reserved for settlement of RSUs granted pursuant to an employment agreement, effective as of August 26, 2019, between the Company and Jason Few, our President and Chief Executive Officer (the “Sign-On Award”). The Sign-On Award was contingent upon obtaining stockholder approval of a sufficient number of additional shares under the 2018 Incentive Plan. The Company previously recorded the grants as a liability and, after obtaining such stockholder approval, reclassified the liability to additional paid-in capital. Of the 4,333,333 shares of the Company’s common stock authorized to be issued under the 2018 Incentive Plan, 2,013,563 remain available for grant as of October 31, 2020. On August 24, 2020, the Company’s Board of Directors approved a Long Term Incentive Plan (the “LTI Plan”) as a sub-plan consisting of awards made under the 2018 Incentive Plan. The participants in the LTI Plan are members of senior management and include the Company’s named executive officers. The LTI Plan consists 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 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 RSUs granted in fiscal year 2020 will vest at a rate of one-third of the total number of RSUs 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 at the Company’s option. Other Equity Incentive Plans The Company's 2006 and 2010 Equity Incentive Plans remain in effect only to the extent of awards outstanding under the plans as of October 31, 2020. Share-based compensation was reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands):
|  | 2020 |  |  | 2019 |  |  | 2018 |
Cost of revenues |  | $ | 344 |  |  | $ | 593 |  |  | $ | 543 |
General and administrative expense |  |  | 1,424 |  |  |  | 1,865 |  |  |  | 2,256 |
Research and development expense |  |  | 54 |  |  |  | 272 |  |  |  | 355 |
|  | $ | 1,822 |  |  | $ | 2,730 |  |  | $ | 3,154 |
Stock Options We account for stock options awarded to non-employee directors under the fair value method. The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model as follows:
|  | 2018 |
Expected life (in years) |  |  | 7.0 |
Risk free interest rate |  |  | 2.8 | %
Volatility |  |  | 72.7 | %
Dividend yield |  |  | — | %
There were no options granted in fiscal year 2020 or fiscal year 2019. The following table summarizes our stock option activity for the year ended October 31, 2020:
|  |  |  |  |  | Weighted- Average Option |
Options |  | Shares |  |  | Price |
Outstanding as of October 31, 2019 |  |  | 24,927 |  |  | $ | 104.73 |
Cancelled and forfeited |  |  | (1,036 | ) |  | $ | 416.16 |
Outstanding as of October 31, 2020 |  |  | 23,891 |  |  | $ | 91.23 |
The weighted average grant-date fair value per share for options granted during the year ended October 31, 2018 was $21.36. There were no options exercised in fiscal years 2020, 2019 or 2018. The following table summarizes information about stock options outstanding and exercisable as of October 31, 2020:
|  | Options Outstanding |  |  | Options Exercisable |
|  |  |  |  |  | Weighted |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | Average |  |  | Weighted |  |  |  |  |  |  | Weighted |
|  |  |  |  |  | Remaining |  |  | Average |  |  |  |  |  |  | Average |
Range of |  | Number |  |  | Contractual |  |  | Exercise |  |  | Number |  |  | Exercise |
Exercise Prices |  | outstanding |  |  | Life |  |  | Price |  |  | exercisable |  |  | Price |
$0.00 — $38.76 |  |  | 13,192 |  |  |  | 6.9 |  |  | $ | 19.16 |  |  |  | 13,192 |  |  | $ | 19.16 |
$38.77 — $416.16 |  |  | 10,699 |  |  |  | 3.1 |  |  | $ | 180.09 |  |  |  | 10,699 |  |  | $ | 180.09 |
|  |  | 23,891 |  |  |  | 5.2 |  |  | $ | 91.23 |  |  |  | 23,891 |  |  | $ | 91.23 |
There was no intrinsic value for options outstanding and exercisable at October 31, 2020. Restricted Stock Awards and Units Including Performance Based Awards The following table summarizes our RSA and RSU activity for the year ended October 31, 2020:
|  |  |  |  |  | Weighted- Average |
Restricted Stock Awards and Units |  | Shares |  |  | Fair Value |
Outstanding as of October 31, 2019 |  |  | 191,115 |  |  |  | 16.11 |
Granted |  |  | 1,978,108 |  |  |  | 2.84 |
Vested |  |  | (95,127 | ) |  |  | 17.15 |
Forfeited |  |  | (6,956 | ) |  |  | 17.79 |
Outstanding as of October 31, 2020 |  |  | 2,067,140 |  |  |  | 5.06 |
The RSUs granted (as noted above) include 1,000,000 RSUs granted as the Sign-On Award to Jason Few, the Company’s President and Chief Executive Officer (the “CEO”), pursuant to the August 26, 2019 employment agreement between the Company and the CEO. Pursuant to the terms of such Sign-On Award, 500,000 RSUs vest on August 26, 2022 and the remaining 500,000 RSUs, if earned, will vest on August 26, 2022 and the number earned, if any, will be based on the weighted average price of the Company’s common stock during the thirty day calendar period ending on the vesting date compared to pre-established price goals. The vesting of all RSUs is subject to the individual’s continuous employment with the Company through the vesting date. The RSUs granted also include awards made on August 24, 2020, under the LTI Plan, totaling 835,038 RSUs which include 668,030 performance awards and 167,008 time-based awards. Performance awards were issued assuming participants achieve 100% target performance. Should participants achieve the 200% performance level, they will receive up to 668,030 additional RSUs. The performance awards were valued based upon a Monte Carlo Simulation, and the 334,015 relative TSR performance shares are valued at $4.62 per share and the 334,015 absolute performance shares are valued at $5.17 per share. The performance shares and time-based awards will be expensed over a three-year period. RSA and RSU expense is based on the fair value of the award at the date of grant and is amortized over the vesting period, which is generally over 3 or 4 years. As of October 31, 2020, total unrecognized compensation cost related to RSAs and RSUs was $5.3 million which is expected to be recognized over approximately the next two years on a weighted-average basis. Stock Awards During the years ended October 31, 2020, 2019 and 2018, we awarded 58,303, 29,454 and 13,226 shares, respectively, of fully vested, unrestricted common stock to the independent members of our Board of Directors as a component of Board of Director compensation which resulted in recognizing $0.1 million, $0.1 million and $0.3 million of expense, respectively. Employee Stock Purchase Plan The 2018 Employee Stock Purchase Plan (the “ESPP”) was approved by the Company’s stockholders at the 2018 Annual Meeting of Stockholders. The adoption of the ESPP allows the Company to provide eligible employees of FuelCell Energy, Inc. and of certain of its designated subsidiaries with the opportunity to voluntarily participate in the ESPP, enabling such participants to purchase shares of the Company’s common stock at a discount to market price at the time of such purchase. The maximum number of the Company’s shares of common stock that may be issued under the ESPP is 30,248 shares. Under the ESPP, eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the first business day of the offering period, or (ii) 85% of the last reported sale price of the common stock on the last business day of the offering period, in either case rounded up to avoid impermissible trading fractions. Shares issued pursuant to the ESPP contain a legend restricting the transfer or sale of such common stock for a period of 0.5 years after the date of purchase. The ESPP activity for the year ended October 31, 2020, 2019 and 2018 was de minimis. Employee Tax-Deferred Savings Plans We offer a 401(k) plan (the “401(k) Plan”) to all full time employees that provides for tax-deferred salary deductions for eligible employees (beginning the first month following an employee’s hire date). Employees may choose to make voluntary contributions of their annual compensation to the 401(k) Plan, limited to an annual maximum amount as set periodically by the IRS. Employee contributions are fully vested when made. Under the 401(k) Plan, there is no option available to the employee to receive or purchase our common stock. Matching contributions of 2% under the 401(k) Plan aggregated $0.3 million, $0.5 million and $0.5 million for the years ended October 31, 2020, 2019, and 2018, respectively.

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- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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