EX-10.1






Exhibit 10.1




FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN




Notice of Employee Nonqualified Stock Option Grant




Employee:                                         




     Pursuant to the attached Employee Nonqualified Stock Option Agreement, you have been granted a
nonqualified stock option to purchase registered shares of Foster Wheeler AG, a Swiss company (the
“Company”) as follows:



	 	 	 	 	 
	Date of Grant:	 	[                    ]

	 
	 	 	 	 
	Exercise Price Per Share:	 	The greater of                      US dollars (USD)
per Share or the par value of a Share
(as such par value is defined in Article
4 of the Company’s Articles of
Association), denominated in Swiss
francs (CHF) on the date of delivery of
the Share
	 
	 	 	 	 
	Total Number of Shares Subject
to this Option:	 	                                         registered shares

	 
	 	 	 	 
	Type of Option:	 	Nonqualified Stock Option

	 
	 	 	 	 
	Expiration Date:	 	[                    ]

	 
	 	 	 	 
	Vesting/Exercise Schedule:	 	So long as you are continuously employed
by the Company or any Affiliate, and
except as otherwise set forth in Section
5 of the Option Agreement, the Shares
underlying this Option shall vest and
become exercisable in accordance with
the following schedule:
	 
	 	 	 	 
	 

	 	     •
	 	One-third of the Shares subject
to the Option shall vest and become
exercisable on [                    ];
	 
	 	 	 	 
	 

	 	     •
	 	Another one-third of the Shares
subject to the Option shall vest and
become exercisable on [                    ]; and
	 
	 	 	 	 
	 

	 	     •
	 	The remaining one-third of the
Shares subject to the Option shall vest
and become exercisable on [                    ].






 









 






	 	 	 	 	 
	Termination Period:	 	Following your termination of employment
with the Company and all its Affiliates,
the Option may be exercised, but only as
to Shares that were vested on the date
of such termination, through the
Expiration Date set forth above;
provided, however, the Option may
terminate as of an earlier date in
connection with certain events as set
forth in the Plan and in Section 5 of
the Option Agreement.




You are responsible for keeping track of
the periods during which the Option may
be exercised, including those periods
that apply following your termination of
employment with the Company and all its
Affiliates for any reason. The Company
will not provide further notice of such
exercise periods.
	 
	 	 	 	 
	Transferability:	 	Unless otherwise provided in the Option
Agreement or the Plan, this Option may
not be transferred.






     By your signature and the signature of the Company’s representative below, you and the Company
agree that this Option is granted under and governed by the terms and conditions of the Foster
Wheeler AG Omnibus Incentive Plan and the Employee Nonqualified Stock Option Agreement, both of
which are attached and made a part of this document.



     In addition, you agree and acknowledge that your rights to any Shares underlying the Option
vest only as you provide services to the Company or its Affiliates over time, that the grant of the
Option is not as consideration for services you rendered to the Company or its Affiliates prior to
your Date of Grant, and that nothing in this Notice or the attached documents confers upon you any
right to continue your employment relationship with the Company or its Affiliates for any period of
time, nor does it interfere in any way with your right or the Company’s (or its Affiliates’) right
to terminate that relationship at any time, for any reason, with or without cause.



	 	 	 	 	 
	 

	 	FOSTER WHEELER AG	 	 
	 
	 	 	 	 
	 
	 

Participant

	 	 

By: Raymond J. Milchovich
	 	 
	 

	 	Its: Chairman & CEO	 	 






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FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN




Employee Nonqualified Stock Option Agreement




     1. Grant of Option. Foster Wheeler AG, a Swiss company (the “Company”),
hereby grants to                                          (“Optionee”), an option (the “Option”) to
purchase the total number of registered shares (the “Shares”) subject to the Option, set
forth in the Notice of Employee Nonqualified Stock Option Grant (the “Notice”), at the
exercise price per Share set forth in the Notice (the “Exercise Price”), subject to the
terms, definitions and provisions of the Foster Wheeler AG Omnibus Incentive Plan (the
“Plan”) adopted by the Company, which is incorporated in this Employee Nonqualified Stock
Option Agreement (the “Option Agreement”) by reference. Unless otherwise defined in this
Option Agreement, the terms used in this Option Agreement shall have the meanings defined in the
Plan; provided, however, that the term “Shares” as defined above shall be interpreted to refer to
the specific number of shares set forth in the Notice but shall otherwise have the meaning set
forth in Section 2(ww) of the Plan. This Option Agreement shall be deemed executed by the Company
and Optionee upon execution by such parties of the Notice.



     2. Designation of Option. This Option is intended to be a Nonqualified Stock Option
(as defined in Section 2(bb) of the Plan).



     3. Exercise of Option. This Option shall be exercisable during its term in accordance
with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 5 of
this Option Agreement as follows:




     (a) Right to Exercise.




     (i) This Option may not be exercised for a fraction of a registered share.




     (ii) In the event of Optionee’s death, Disability (as defined in Section 2(q)
of the Plan), Retirement (which for purposes of this Option Agreement is as defined
in Section 2(vv) of the Plan), or other termination of employment, the
exercisability of the Option is governed by Section 5 below, subject to the
limitations contained in this Section 3.




     (iii) In no event may this Option be exercised after the Expiration Date of the
Option as set forth in the Notice.




     (b) Method of Exercise.




     (i) This Option shall be exercisable by delivering to the Company a written
Notice of Exercise (containing substantially the information described in
Exhibit A hereto, and substantially in the form attached as Exhibit
A, or in any other form acceptable to the Committee) which shall state
Optionee’s election to exercise the Option, the number of Shares in respect of which
the Option is being exercised, and such other representations and agreements as to
the holder’s investment intent with respect to such Shares as may be required by the
Company pursuant to the provisions of the Plan. Such written notice shall be signed
by Optionee and shall be delivered to the Company by such means as are determined by
the Committee in its discretion to constitute adequate delivery. The written notice
shall be accompanied by payment of the Exercise Price. This Option shall be deemed
to be exercised upon receipt by the Company of such written notice accompanied by
payment of the Exercise Price. Swiss law requires the



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execution of a specific form of exercise notice for Shares to issue out of the
conditional capital of the Company. By signing this Agreement, you appoint the
Company’s Secretary and each of its Assistant Secretaries your proxy with the right
of substitution to execute and deliver the requisite form of exercise notice at or
about the time you provide the Company a Notice of Exercise.




     (ii) For the sole purpose of enabling electronic trading of the awarded Shares
on the NASDAQ Global Select Market, Optionee shall assign and transfer the awarded
Shares to Cede & Co., the Nominee of the Depository Trust Company, a US clearing
agency. Such assignment and transfer shall be signed by Optionee and shall be
delivered to the Company by such means as are determined by the Committee in its
discretion to constitute adequate delivery. The foregoing assignment and transfer
will not adversely affect Optionee’s beneficial ownership of, or ability to trade,
the awarded Shares.




     (iii) As a condition to the exercise of this Option and as further set forth in
Article 20 of the Plan, Optionee agrees to make adequate provision for federal,
state or other tax withholding obligations, if any, which arise upon the vesting or
exercise of the Option. Optionee may satisfy withholding tax obligations through
either (a) giving instructions to a broker for the sale on the open market of a
sufficient number of registered shares of the Company to pay the applicable
withholding tax or (b) depositing with the Company an amount of funds equal to the
estimated withholding tax liability. If Optionee fails to satisfy such obligations
in this regard, the Company may require that the Shares otherwise scheduled to
become vested on any given date be forfeited.




     (iv) The Company is not obligated, and will have no liability for failure, to
issue or deliver any Shares upon exercise of the Option unless such issuance or
delivery would comply with the Applicable Laws (as defined in Section 2(c) of the
Plan), with such compliance determined by the Company in consultation with its legal
counsel. This Option may not be exercised if the issuance of such Shares upon such
exercise or the method of payment of consideration for such shares would constitute
a violation of any applicable federal or state securities or other law or
regulation, including any rule under Part 221 of Title 12 of the Code of Federal
Regulations as promulgated by the Federal Reserve Board, or other Applicable Laws.
As a condition to the exercise of this Option, the Company may require Optionee to
make any representation and warranty to the Company as may be required by the
Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall
be considered transferred to Optionee on the date on which the Option is exercised
with respect to such Shares. The Company may postpone issuing and delivering any
Shares for so long as the Company reasonably determines to be necessary to satisfy
the following:




     (A) its completing or amending any securities registration or
qualification of the Shares or its or the Optionee’s satisfying any
exemption from registration under any federal or state law, rule, or
regulation;




     (B) its receiving proof it considers satisfactory that a person seeking
to exercise the Option after the Optionee’s death is entitled to do so;




     (C) the Optionee complying with any requests for representations under
the Plan;



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     (D) the Optionee complying with any federal, state, or local tax
withholding obligations; and




     (E) its compliance with the restrictions of Code Section 409A to the
extent applicable, including any regulations issued pursuant thereto,
including the Committee’s right to amend any provision of this Option
Agreement, to the extent necessary to comply with Code Section 409A.



     4. Method of Payment. Payment of the Exercise Price (in US dollars) shall be by any
of the following, or a combination of the following, at the election of Optionee:




     (a) cash or cashier’s check;




     (b) through a cashless (broker-assisted) exercise; or




     (c) a combination of paragraphs (a) and (b) immediately above.



     5. Termination of Relationship; Vesting Acceleration on Certain Events. Following the
date of the Optionee’s termination of employment for any reason (the “Termination Date”), Optionee
may exercise the Option only as set forth in the Notice and this Section 5. The Committee has the
discretion to determine the Optionee’s Termination Date for purposes of the Option. To the extent
that Optionee is not vested in the Shares as of his or her Termination Date, the Option shall
terminate as to unvested Shares as of the Termination Date. If Optionee does not exercise this
Option as to vested Shares prior to the earlier of the Expiration Date of the Option as set forth
in the Notice or the relevant dates specified below in this Section 5, the Option shall terminate
in its entirety. In no event may the Option be exercised as to any Shares after the Expiration
Date of the Option as set forth in the Notice.




     (a) Termination as a Result of Death or Disability. In the event of the
Optionee’s termination of employment as a result of his or her death or Disability (as
defined in Section 2(q) of the Plan), any unvested Shares under the Option shall immediately
become fully vested and exercisable and all remaining Shares subject to the Option shall
remain exercisable until the earlier of:




     (i) the Expiration Date; or




     (ii) the one (1) year anniversary of the day the Optionee terminates employment
or service due to death or Disability.




In the event of the Optionee’s death, the Optionee’s beneficiary or estate may exercise the
vested Shares under the Option.




     (b) Termination as a Result of Involuntary Termination or Resignation for Good
Reason. In the event of the Optionee’s termination of employment as a result of his or
her Involuntary Termination (as defined in Section 2(aa) of the Plan) or Resignation for
Good Reason (as defined in Section 2(tt) of the Plan), any unvested Shares under the Option
shall immediately become fully vested and exercisable and all remaining Shares subject to
the Option shall remain exercisable until the earlier of:




     (i) the Expiration Date; or



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     (ii) the six (6) month anniversary of the day the Optionee terminates
employment due to an Involuntary Termination or Resignation for Good Reason;
provided, however, that in the event that applicable securities law (including
Section 306 of the Sarbanes-Oxley Act), a rule or listing requirement of the
principal stock exchange on which the Company’s Shares are listed, or the Company’s
blackout or stock trading policy prohibits the Optionee from trading in Shares
(collectively, a “Blackout”) during any portion of the six-month exercise period,
then the running of such six-month exercise period shall be suspended until the
first date on which the Blackout is lifted by the Company as it relates to the
Optionee, or in the opinion of the Company’s legal counsel or legal compliance
officer, the Blackout no longer applies, but in no event shall such Option be
exercisable after the Expiration Date.




     (c) Termination as a Result of Retirement. In the event of the Optionee’s
termination of employment as a result of his or her Retirement, the vesting of the Option
shall accelerate such that Optionee shall be vested in and able to exercise the Option as of
the Termination Date as to that number of Shares subject to the Option that equals the
product of:




     (i) the total number of Shares subject to the Option, times




     (ii) a ratio, the numerator of which is the total number of months of
employment from [the Grant Date of the Option] to the end of the month in which the
date of termination due to Retirement occurs, and the denominator of which is [the
total number of months of vesting required for a fully vested Option], rounded to
the nearest whole number; less




     (iii) the total number of Shares in which Optionee has previously vested prior
to his or her date of Retirement.




The remaining portion of the unvested and unexercisable Option which is not accelerated for
vesting purposes shall be immediately forfeited.




Example: The following example is included merely for demonstrative
purposes.




Ann is granted 1,000 Options on November 13, 2009. She will vest in her Options as
follows: (1) 333 Options on December 31, 2010, (2) 333 Options on December 31,
2011, and (3) 334 Options on December 31, 2012. Ann subsequently announces her
Retirement effective June 1, 2011.




As of June 1, 2011, Ann will immediately vest in additional Shares underlying the
unvested Options equal to the amount of 187 (equal to 1,000 Options multiplied by
19.5 months of employment divided by 37.5 reduced by 333 Shares previously vested).




All vested Shares subject to the Option (including those Shares under the Option which
become immediately vested and exercisable pursuant to this paragraph (c)) shall remain
exercisable until the earlier of:




     (A) the Expiration Date; or




     (B) the thirty-sixth (36) month anniversary of the day the Optionee
terminates employment due to Retirement.



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The unvested portion of the Option shall be immediately forfeited.




     (d) Termination for Cause. In the event the Optionee’s employment is
terminated for Cause (as defined in Section 2(i) of the Plan), all unvested Shares under the
Option and all unexercised, vested Shares under the Option shall expire immediately, be
forfeited and considered null and void, and the provisions of Section 9 of this Option
Agreement shall control.




     (e) Termination — General. In the event of the Optionee’s termination of
employment other than as a result of Optionee’s death, Disability (as defined in Section
2(q) of the Plan), Involuntary Termination (as defined in Section 2(aa) of the Plan),
Resignation for Good Reason (as defined in Section 2(tt) of the Plan), Retirement, or Cause
(as defined in Section 2(i) of the Plan), Optionee may, to the extent he or she is otherwise
vested in the Option at the Termination Date, exercise such Options and such Options shall
remain exercisable until the earlier of:




     (i) the Expiration Date; or




     (ii) the date which is thirty (30) days after the day the Optionee terminates
employment for reasons other than as a result of Optionee’s death, Disability (as
defined in Section 2(q) of the Plan), Involuntary Termination (as defined in Section
2(aa) of the Plan), Resignation for Good Reason (as defined in Section 2(tt) of the
Plan), Retirement, or Cause (as defined in Section 2(i) of the Plan); provided,
however, that in the event of a Blackout during any portion of the 30-day exercise
period, then the running of such 30-day exercise period shall be suspended until the
first date on which the Blackout is lifted by the Company as it relates to the
Optionee, or in the opinion of the Company’s legal counsel or legal compliance
officer, the Blackout no longer applies, but in no event shall such Option be
exercisable after the Expiration Date.




The unvested portion of the Option shall be immediately forfeited.




     (f) Change in Control Acceleration. In the event of a Change in Control (as
defined in Section 2(j) of the Plan) which closes on a date prior to an Optionee’s
termination of employment, any unvested Shares under the Option shall immediately become
fully vested and exercisable and all remaining Shares subject to the Option shall remain
exercisable through their Expiration Date, effective as of immediately prior to consummation
of the Change in Control. Notwithstanding the foregoing, to the extent that an employment,
change in control or other agreement or arrangement with the Company or an Affiliate
provides benefits of greater value upon a Change in Control that those provided in this
paragraph (f), the rights set forth in such other agreement shall supersede the provisions
of this paragraph (f). Comparatively, to the extent that an employment, change in control
or other agreement or arrangement with the Company or an Affiliate provides benefits of
lesser value upon a Change in Control that those provided in this paragraph (f), the rights
set forth in this paragraph (f) shall supersede the provisions of such other agreement.




     (g) Other Termination Events. Notwithstanding anything to the contrary
contained in this Option Agreement, the Option will terminate and expire immediately upon
the occurrence of the circumstances set forth in Section 11.2 of the Plan, and the
provisions of Section 9 of the Option Agreement shall control.



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     6. Relation of Other Agreement(s) to Option. As an express condition to acceptance of
this Option, subject to the special exception provided under Section 5(f) of this Option Agreement
(which governs a Change in Control situation), Optionee agrees that:




     (a) Except to the extent he or she is or subsequently becomes a party to (i) a written
service or other agreement with the Company, or (ii) a written service or other agreement
with an Affiliate or a Subsidiary (which Affiliate or Subsidiary is incorporated in the
United States or Bermuda) which has been approved by the Board or Committee or by the person
who is the Chief Executive Officer of the Company (the “Other Agreement”), the only vesting
and lapse of forfeiture restriction provisions that govern the Option under this Option
Agreement are set forth in Section 5 of this Option Agreement;




     (b) To the extent that the vesting and lapse of forfeiture restriction provisions of
this Option Agreement or the Plan’s terms are inconsistent with an Other Agreement, the
provisions of his or her Other Agreement shall govern and control, subject to the special
exception provided under Section 5(f) of this Option Agreement (which governs a Change in
Control situation); and




     (c) Except as expressly provided in paragraph (b) above, the terms of any Other
Agreement shall in no way alter or amend, or provide additional rights or benefits, under
the Option governed by this Option Agreement.



     7. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of Optionee.



     8. Changes in Company’s Capital Structure. Subject to any required action by the
Company’s Board and stockholders, as may be determined to be appropriate and equitable by the
Committee, to prevent dilution or enlargement of rights, the Committee shall:




     (a) adjust proportionately the number of Shares covered by the Option and the Exercise
Price for any increase or decrease in the number of issued and outstanding registered shares
resulting from a subdivision or combination of such shares or the payment of a stock
dividend or any other increase or decrease in the number of such
outstanding registered shares of the Company effected without the receipt of consideration by the Company; and




     (b) if the Company is a participating corporation in any merger or consolidation and
provided the Option is not terminated upon consummation of such merger or consolidation,
modify such Option to pertain to and apply to the securities or other property to which a
holder of the number of shares subject to the unexercised portion of this Option would have
been entitled upon such consummation.


Notwithstanding anything to the contrary, such adjustments by the Committee shall be final, binding
and conclusive.




     9. Forfeiture Events. Upon the occurrence of any of the events set forth in Section
11.2 of the Plan (a “Forfeiture Event”), Optionee, without any further action by the Company or
Optionee, shall forfeit, as of the first day of any such Forfeiture Event:




     (a) all rights and interest to this Option;



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     (b) any Shares issued upon exercise of the Option then owned by or for the benefit of
the Optionee; and




     (c) any and all profits realized by the Optionee, on an after-tax basis, pursuant to
any sales or transfer of any Shares previously subject to the Option within the six (6)
month period prior to the date of such Forfeiture Event.


Additionally, the Company shall have the right to issue a stop transfer order and other appropriate
instructions and other documents implementing the above-described forfeiture to its transfer agent,
Cede & Co., the depository or any of its nominees, and/or any other person with respect to this
Option and the Shares, and the Company further shall be entitled to reimbursement from the Optionee
of any fees and expenses (including attorneys’ fees) incurred by or on behalf of the Company in
enforcing the Company’s rights under this Section 9. By accepting this Option Grant, the Optionee
hereby consents to a deduction from any amounts the Company owes to Optionee from time to time
(including amounts owed to the Optionee as compensation as well as any other amounts owed to
Optionee by the Company), to the extent of any amounts that the Optionee owes to the Company under
this Section 9. Whether or not the Company elects to make any set-off in whole or in part, if the
Company does not recover by means of set-off the full amount the Optionee owes to the Company,
calculated as set forth above, the Optionee agrees to pay immediately the unpaid balance to the
Company. The Optionee hereby grants the Company a proxy on his or her behalf, and the Optionee
hereby agrees to execute any documents necessary or appropriate to carry out the foregoing.




     10. US Tax Consequences. Below is a brief summary as of the date of this Option of
certain United States federal tax consequences of exercise of this nonqualified stock option and
disposition of the Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. There may be a regular federal
(and state) income tax liability upon Optionee’s exercise of the Option. Optionee will be treated
as having received compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If
Optionee is an Employee (as defined in Section 2(s) of the Plan), the Company will be required to
withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing
authorities an amount of income and employment taxes equal to a percentage of this compensation
income at the time of exercise. If Shares issued upon exercise of this Option are held for at
least one year, any gain realized on disposition of those Shares will be treated as long-term
capital gain for federal income tax purposes. Optionee is obligated as a condition of exercise of
this Option to satisfy any applicable withholding tax obligations that apply thereto.



     11. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions thereof (and has had an
opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and
agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby
agrees to accept as binding, conclusive and final all decisions and interpretations of the
Committee regarding any questions relating to the Option. In the event of a conflict between the
terms and provisions of the Plan and the terms and provisions of the Notice and this Option
Agreement, the Plan terms and provisions shall prevail.



     12. Governing Law. The laws of the state of New Jersey, without giving effect to
principles of conflicts of law, will apply to the Plan, to the Option and the Option Agreement
(including the Notice). The Company agrees, and Optionee agrees as a condition to acceptance of
the Option, to submit to the jurisdiction of the courts located in the jurisdiction in which the
Optionee is employed, or was most recently employed, by the Company.



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     13. Data Protection. Optionee acknowledges and agrees (by executing this Option
Agreement) to the collection, use, processing and transfer of certain personal data as described in
this Section 13. The Optionee understands that he or she is not obliged to consent to such
collection, use, processing and transfer of personal data. However, the Optionee understands that
his or her failure to provide such consent may affect his or her ability to participate in the
Plan. The Optionee understands that the Company may hold certain personal information about the
Optionee, including his or her name, social security number (or other tax identification number),
salary, nationality, job title, position evaluation rating along with details of all past awards
and current awards outstanding under the Plan, for the purpose of managing and administering the
Plan (the “Data”). The Company, or its Affiliates, will transfer Data amongst themselves as
necessary for the purpose of implementation, administration and management of the Plan. The
Company and/or any of it Affiliates may further transfer Data to any third parties assisting the
Company in the implementation, administration and management of the Plan. These various recipients
of Data may be located elsewhere throughout the world. The Optionee authorizes these various
recipients of Data to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing the Plan, including any required
transfer of such Data as may be required for the subsequent holding of Shares subject to the Option
on the Optionee’s behalf by a broker or other third party with whom the Optionee may elect to
deposit any Shares subject to the Option acquired pursuant to the Plan. The Optionee understands
that he or she may, at any time, review Data with respect to the Optionee and require any necessary
amendments to such Data. The Optionee also understands that he or she may withdraw the consents to
use Data herein by notifying the Company in writing; however, the Optionee understands that by
withdrawing his or her consents to use Data, the Optionee may affect his or her ability to
participate in the Plan.



     14. Employment Matters. The award of this Option does not form part of Optionee’s
entitlement to remuneration or benefits in terms of Optionee’s employment with his or her employer.
Optionee’s terms and conditions of employment are not affected or changed in any way by this
Option or by the terms of the Plan or this Option Agreement. No provision of this Option Agreement
or of the Option granted hereunder shall give the Optionee any right to continue in the service or
employ of the Company or any Affiliate, create any inference as to the length of employment or
service of the Optionee, affect the right of the Company or any Affiliate to terminate the
employment or service of the Optionee, with or without Cause (as defined in Section 2(i) of the
Plan), or give the Optionee any right to participate in any employee welfare or benefit plan or
other program (other than the Plan) of the Company or any Affiliate. Optionee acknowledges and
agrees (by executing this Option Agreement) that the granting of Options under this Option
Agreement are made on a fully discretionary basis by the Company and that this Option Agreement
does not lead to a vested right to further Option awards in the future. Further, the Options set
forth in this Option Agreement constitute a non-recurrent benefit and the terms of this Option
Agreement are only applicable to the Options distributed pursuant to this Option Agreement.



     15. Tax Provisions Applicable to Non-US Persons. This Section 15 shall apply to
Optionee if he or she is resident in and/or subject to the laws of a country other than the United
States at the time of grant of this Option and during the period in which he or she holds this
Option or the Shares issued pursuant thereto.




     (a) Applicable if Optionee is not a US person (including as to UK persons):
Optionee hereby agrees to indemnify and keep indemnified the Company and any Affiliate from
and against any liability for, or obligation to pay, income tax and employer’s and/or
employee’s national insurance or social security contributions arising on the grant of the
Option, vesting of the Shares or the exercise of the Option.




     (b) Applicable if Optionee is a UK person: Where any obligation to pay income
tax or employee’s national insurance contributions or social security contributions (any
such



10









 






obligation or contribution, a “Tax Liability”) arises, the Company or any Affiliate may
recover from Optionee an amount of money sufficient to meet the Tax Liability by any of the
following arrangements:




     (i) deduction from salary or other payments due to Optionee; or




     (ii) withholding from the issuance to Optionee of that number of Shares
(otherwise to be acquired by Optionee on exercise of the Option) whose aggregate
Fair Market Value on the date of exercise is, so far as possible, equal to but
neither less than nor more than the amount of Tax Liability.



     16. Severability. In the event that any provision of this Option Agreement shall be
held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining
parts of this Option Agreement, and this Option Agreement shall be construed and enforced as if the
illegal or invalid provision had not been included.



     17. Waiver; Cumulative Rights. The failure or delay of either party to require
performance by the other party of any provision hereof shall not affect its right to require
performance of such provision unless and until such performance has been waived in writing. Each
and every right hereunder is cumulative and may be exercised in part or in whole from time to time.



     18. Amendment of Nonqualified Stock Option. The Committee may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation
(other than as explicitly permitted under the Plan) shall be made that would adversely affect
Optionee’s rights under this Option Agreement without his or her consent.



     19. Representations. As a condition to Optionee’s receipt of this Option, Optionee
represents and warrants the following:




     (a) Optionee is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable
decision to accept this Option;




     (b) Optionee is acquiring the Option and the Shares subject thereto for investment only
for his or her own account, and not with a view, or for resale in connection with, any
“distribution” thereof under Applicable Law (as defined in Section 2(c) of the Plan);




     (c) Optionee understands that neither Option nor the Shares have been registered in all
State jurisdictions within the United States, and that the exemption(s) from registration
relied upon may depend upon his or her investment intent as set forth above;




     (d) Optionee further understands that prior to any resale by him or her of the Shares
acquired upon exercise of this Option without registration of such resale in relevant State
jurisdictions, the Company may require him or her to furnish the Company with an opinion of
counsel acceptable to the Company that he or she may sell or transfer such Shares pursuant
to an available exemption under Applicable Law;




     (e) Optionee understands that the Company is under no obligation to assist him or her
in this process by registering the Shares in any jurisdiction or by ensuring that an
exemption from registration is available; and



11









 






     (f) Optionee further agrees that as a condition to exercise of this Option, the Company
may require him or her to furnish contemporaneously dated representations similar to those
set forth in this Section 19.



12









 





EXHIBIT A




FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN




Exercise Notice of Options of Foster Wheeler AG




	 	 	 
	Date:

	 	[Date]
	 
	 	 
	From:

	 	[Name, Address, e-mail]
	 
	 	 
	To:

	 	Foster Wheeler AG
	 

	 	c/o Foster Wheeler Inc.
	 

	 	Perryville Corporate Park
	 

	 	Clinton, New Jersey 08809-4000






Ladies and Gentlemen,



I herewith exercise [number of options] granted to me in the Nonqualified Stock Option Grant dated
[date of award agreement] under the [name of plan] which entitle me to [number of shares, which
number should be equal to the number of options set forth above] registered shares of Foster
Wheeler AG with a par value of [_X_] Swiss francs (CHF).



I unconditionally subscribe for the number of registered shares as stated above and undertake to
pay the exercise price of [exercise price] US dollars (USD) per share as stated in the respective
plan and/or agreement.



I request that Foster Wheeler AG deliver [number of shares] out of its conditional capital
according to Article 5 of its Articles of Association after the receipt of my payment and I
herewith assign and transfer these shares to Cede & Co. in its capacity as Nominee of the
Depository Trust Company, New York City, in order to and with the sole purpose of enabling the
electronic trading of the aforementioned shares on the NASDAQ Global Select Market.




Yours sincerely,




	 	 	 
	 
	 

[Name]