Unassociated Document


    Exhibit
10.1

     

    SECOND
AMENDMENT TO THE

    EMPLOYMENT
AGREEMENT

    BETWEEN

    FOSTER
WHEELER INC.

    AND

    UMBERTO DELLA
SALA

    


     

    This
SECOND AMENDMENT (this
“Amendment”) to the Employment Agreement between FOSTER WHEELER INC., a
Delaware corporation (the “Employer”), and UMBERTO DELLA SALA (the
“Executive”), dated as of March 1, 2008 (the “Employment Agreement”), is made
and entered into effective as of February 18, 2010.

     

    WHEREAS, Foster Wheeler Ltd.
entered into the Employment Agreement with the Executive on March 1, 2008,
Foster Wheeler Ltd. and the Executive entered into a First Amendment to the
Employment Agreement effective as of October 1, 2008, and the Employer, with the
Executive’s agreement, assumed the Employment Agreement from Foster Wheeler Ltd.
in February 2009; and

     

    WHEREAS, the Executive and the
Company have agreed to extend the term of the Employment Agreement through
December 31, 2013 and to further amend the Employment Agreement as otherwise set
forth below.

     

    NOW THEREFORE, BE IT RESOLVED,
the Employer and the Executive by executing this Amendment hereby agree
to amend the Employment Agreement as follows:

     

    
      	
              1.  

            	
              Section
      1.1 of the Employment Agreement is hereby revised to read in its entirety
      as follows:

            


    

     

    1.1 Employment,
Duties. The
Employer hereby agrees to employ the Executive for the Term (as defined in
Section 2.1) to render services to the Employer and Foster Wheeler AG (the
“Parent”).  For that portion of the Term up to and including December
31, 2012, the Executive shall serve in the capacity of President and Chief
Operating Officer of the Parent (or such other title of at least equivalent
level consistent with the Executive’s duties from time to time as may be
assigned to the Executive by the Chief Executive Officer of the Parent
consistent with such position) and to perform such other duties consistent with
such position (including service as a director or officer of the Employer or any
affiliate of the Employer if appointed or elected) as may be assigned by
the Chief Executive
Officer of the Parent; for that portion of the Term beginning January 1, 2013,
the Executive shall no longer be entitled to hold the foregoing title or serve
in the foregoing capacity and shall instead carry out such senior executive
duties as shall then be requested by the Chief Executive Officer of the
Parent.  The Executive shall have all authorities as are customarily
and ordinarily exercised by executives in positions similar to those described
above in similar businesses of similar size in the United
States.  Notwithstanding the foregoing, the Executive may participate
in civic, charitable, industry, and professional organizations to the extent
that such participation does not materially interfere with the performance of
Executive’s duties hereunder.  For the avoidance of doubt, the
Executive shall in no event be deemed to have an employment relationship with
the Parent.

     

    
      	
              2.  

            	
              Section
      2.1 of the Employment Agreement is hereby revised to replace the word
      “2011” with the word “2013.”

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              3.  

            	
              Section
      3.3 of the Employment Agreement is hereby revised to read in its entirety
      as follows:

            


    

     

    3.3 Long-Term
Incentive. The
Executive will receive on a date designated by the Board during the first open
trading window for Section 16 officers subsequent to the effectiveness of this
Amendment (known as the “Grant Date”) the following:

     

    3.3.1 Restricted
Stock Unit Grant.  A grant of a
number of restricted stock units which will be payable in shares of registered
shares of the Parent (“Shares”) with an economic value as of the Grant Date
equal to approximately Euro 1,486,000 (the
“Restricted Stock Units”).  The Restricted Stock Units will be granted
under the Employer’s Omnibus Incentive Plan.  The Restricted Stock
Units will be issued on the Grant Date.  For purposes of this
Subsection 3.3.1, the determination of the number of Restricted Stock Units to
be granted to Executive shall be consistent with the methodology used for
valuing restricted stock units granted to employees which has been approved and
adopted by the Compensation Committee of the Parent’s Board.

     

    3.3.2 Stock
Option Grant.  A grant of stock options to purchase Shares with
an economic value as of the Grant Date equal to approximately Euro 1,486,000 (the
“Options”).  The Options will be granted under the Parent’s Omnibus
Incentive Plan and for purposes of such Omnibus Incentive Plan:

     

    (i) the
Options will be Nonqualified Stock Options;

     

    (ii) the
exercise price will be equal to the Fair Market Value of a Share as defined
under the terms of the Parent’s Omnibus Incentive Plan on the Grant Date;
and

     

    (iii) the
Expiration Date will be the last business day immediately preceding the fifth
anniversary of the Grant Date.

     

    The
Options will be issued on the Grant Date.  For purposes of this
Subsection 3.3.2, the determination of the number of Options to be granted to
Executive shall be consistent with the methodology used for valuing stock
options granted to employees which has been approved and adopted by the
Compensation Committee of the Parent’s Board.

     

    3.3.3 Vesting.  With respect to
the Restricted Stock Units and the Options issued on the Grant Date, one-half
(50%) of both the Restricted Stock Units and the Options will vest on December
31, 2012, and the remaining one-half of both the Restricted Stock Units and the
Options will vest on December 31, 2013, provided that the Executive is still
employed on such dates, subject to the provisions of Section 4 of this
Agreement.  Executive shall not be eligible to receive any additional
regular cycle grants under the Parent’s Omnibus Incentive Plan during the Term,
and Executive shall not be eligible for Retirement under and within the meaning
of the Parent’s Omnibus Incentive Plan during the Term.

     

    3.3.4 Grant
Agreements.  The Restricted
Stock Units and Options will be governed by separate agreements entered into
between the Executive and the Parent, and in the event of any inconsistency
between such separate agreements and the terms of this Agreement (including, but
not limited to Section 4), this Agreement shall govern and
control.  For avoidance of doubt, nothing in the preceding sentence
shall be construed to limit the application of any provision of such separate
agreements that expressly refers to and incorporates a provision of this
Agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    For the
avoidance of doubt, the grants under Subsections 3.3.1 and 3.3.2 will be in
addition to, and not in lieu of, the grants already made under the Employment
Agreement.

     

    
      	
              4.  

            	
              Section
      4.1.2 of the Employment Agreement is revised by revising Subsection
      4.1.2(vii) to read in its entirety as follows and by adding a new
      Subsection 4.1.2(viii) as follows:

            


    

     

    (vii)
termination without Cause by the Italian Subsidiary of the Italian employment
agreement (for the avoidance of doubt, the Italian employment agreement will not
be deemed to have been terminated without Cause by the Italian Subsidiary if the
Italian employment agreement terminates upon the natural expiration of its fixed
term or if the parties mutually agree to terminate it); or

     

    (viii)
refusal by the Italian Subsidiary to enter into by September 8, 2013 a new fixed
term Italian employment contract expiring on December 31, 2013 and on otherwise
the same terms as those set forth in the Italian employment contract in place as
of the date of this Amendment.

     

    
      	
              5.  

            	
              Section
      4.1.4 of the Employment Agreement is revised by adding a new sentence to
      the end of Section 4.1.4 as
follows:

            


    

     

    A refusal
by the Executive to enter into by September 8, 2013 a new fixed term Italian
employment contract expiring on December 31, 2013 and on otherwise the same
terms as those set forth in the Italian employment contract in place as of the
date of this Amendment shall be deemed a voluntary termination by the Executive
without Good Reason.

     

    
      	
              6.  

            	
              All
      other terms and conditions of the Employment Agreement and its First
      Amendment not expressly modified by this Second Amendment remain valid and
      unchanged.

            


    

     

    
      	
              7.  

            	
              This
      Amendment may be executed in any number of counterparts, all of which
      taken together shall constitute one and the same amendatory instrument,
      and any of the parties hereto may execute this Amendment by signing any
      such counterpart.

            


    

     

    [SIGNATURES
FOLLOW]

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the
parties have executed this Amendment effective as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	FOSTER
      WHEELER INC.	 
	 	 	 
	 	 	 	 
	
                                 
      

                              	
                                By:
      

                              	/s/ Raymond
      J. Milchovich	 
	 	Name: 
      	Raymond
      J. Milchovich	 
	 	Title: 	Chairman,
      President & Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	/s/
      Umberto della Sala	 
	 	UMBERTO
      DELLA SALA 	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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