exv10w99










Exhibit 10.99




Contract of Employment between Foster Wheeler Energy Limited




and



Michelle Davies


This contract was prepared on 08 August 2008.



The contract and the attached schedule together form your contract of employment with the company
(the contract). The contract includes the particulars of your employment with the company as
required under the Employment Rights Act 1996. Except where stated otherwise each of the terms and
conditions in the contract has contractual effect. This contract should be read in conjunction
with the attached offer letter. If there is any conflict between the terms of this contract and
the offer letter then the terms of the contract shall apply. You will also be issued with a
non-contractual handbook which contains a number of policies and procedures which you are expected
to adhere to during and, in certain cases, after your employment with the company. Please note
that if you breach company policies and procedures this may be a disciplinary offence. If you are
on assignment, where there is any conflict between the terms of your assignment letter and the
cover letter, or the contract, or the handbook, the terms of the assignment letter apply.




Job Title and Duties



Your position within Foster Wheeler is General Counsel. You will report to Mike Beaumont.
This is an Executive Senior Staff position. All of our employees are required to be flexible.
Where the need arises, the company may require you to undertake other duties or jobs. In
exceptional circumstances this may include a post of a higher or lower grade: any proposal to
change your post in this way will be discussed with you fully beforehand and the change will not be
made without your consent, although such consent must not be unreasonably withheld.




Place of Work/Mobility



Your normal place of work is Reading. However, Foster Wheeler is a global company with other
locations both in the United Kingdom and worldwide. Consequently, the company may require you to
change your normal place of work to another location in the United Kingdom or overseas on a
permanent or temporary basis. If this is necessary, it will be done after discussion and you will
not be moved to a different place of work without your consent, although such consent must not be
unreasonably withheld. You may also be required by the company to work from home during business
hours where appropriate.




Assignments and Business Trips from Head Office



You may be required to work outside the Reading office from time to time, either in the United
Kingdom or overseas. While on a business trip, the terms of Foster Wheeler’s Business Travel
Policy will apply.






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8 August 2008

Michelle Davies



Such assignments are regarded as a necessary business requirement and a normal part of an
individual’s career development.




Working Hours



Your hours of work will be 40 per week which will primarily be worked in accordance with
client and management requirements and, if applicable, the provisions of any flexitime arrangements
in force at your place of work from time to time. The current working time arrangements for the
Reading, Glasgow and Teesside offices are laid out in the employee handbook, and may be amended
from time to time without notice. You may be expected to work hours in excess of your normal
working week where this is necessary for the proper performance of your duties and where this is
reasonably required by the company to meet business needs.



You will not be eligible for any overtime payments.




Continuous Service



Your employment with the company will start on a date to be agreed. (the start date).



No previous service with Foster Wheeler or any associated company will be considered part of your
continuous period of employment with us and therefore your period of continuous employment with the
company will be deemed to commence on the start date.




Remuneration



Your salary will be £170,000 per annum. You will be paid monthly in advance by credit
transfer direct to your bank account on the sixth day of each month or, if that is not a working
day the preceding working day.



You will normally be reviewed annually by the company. As part of the Executive Senior Staff
conditions your salary will be reviewed in January 2009. Any change will be notified to you in
writing. The company shall be under no obligation to increase your salary as part of any review.



The company operates a defined contribution pension plan, subject to the rules of the plan from
time to time in force. Full details of the plan together with an application form will be given to
you when you commence employment. Membership is voluntary, and you will need to formally apply to
become a member of the plan. You are eligible to join the Executive DC Pension Plan.



You will also be eligible for participation in the FWEL Short Term Incentive Plan (STI) subject to
the criteria set out in respect of FWEL’s financial performance against Plan,
and in addition achievement of your own personal performance targets for which you are directly
responsible. You have the potential to qualify for an on-target discretionary




 









 













8 August 2008

Michelle Davies



incentive payment of 40% of base salary subject to adjustment as specified in the 2008 FWEL
Discretionary Incentive Compensation plan.





	•	 	Number of individual targets set is usually 4-5
	 
	•	 	10% of this incentive payment will be based on the attainment of your personal targets and
90% is based on company performance in the year preceeding the payment being made.




The incentive payment earned under this plan will be paid during the first quarter of the following
year. It is a condition to your entitlement to receive any payment under this Plan that on the
day payment is made you remain an employee of the company and have not given or received notice of
termination of employment.



You will receive the incentive payment in the first quarter of 2009 calculated on a prorata basis
for 2008. This will be based on complete calendar months employed
during 2008. Any incentive payment earned under this plan will not count towards aggregate salary in calculating
Pensionable Salary for the purposes of the Pension Plan (i.e. it will be non-pensionable). This
payment will be subject to deductions for the tax and National Insurance.



Membership of the Discretionary Short Term Incentive Plan is determinded on a year by year basis
and your inclusion in this year’s plan does not oblige the company to include you in any future
plan.



The Compensation Committee retain full discretion to modify incentive payments, either positively
or negatively, based on its view of performance to include any and all facts and circumstances that
may not be foreseeable at this time.




Holidays



The Holiday Year runs from 1st January to 31st December.



Your holiday entitlement is 25 working days in each calendar year, to be taken at times convenient
to Foster Wheeler. The company normally shuts down over Christmas and most employees are required
to take a set number of days (normally 3) of their paid holiday over this period. The number of
days holiday that you will be required to take during the Christmas period will be notified to you
during the first quarter of each holiday year.



This will be your maximum holiday entitlement. In the event that you are working less than 40
hours per week, your holiday entitlement will be paid on a pro rata basis depending on the number
of hours worked per week.



New starters to the company will have their holiday entitlement for the year calculated on a
pro-rata basis for the number of full months worked in the year. Your first month of




 









 













8 August 2008

Michelle Davies



employment
will be counted as a full month for the purposes of holiday calculations if you commence employment
in the first 14 calendar days of that month. Where necessary, the holiday entitlement of new
starters is increased to the level of the number of days to be taken over the Christmas period.



As well as your normal holiday entitlement you will be entitled to take the public or other
statutory holidays observed by the office at which you are currently working as paid holiday.



With management approval, up to three days’ holiday may be carried over from one holiday year to
the next. The carried over time must be taken in the first three months of the new holiday year.
You must take at least 20 days’ holiday in each full year worked. For the welfare of employees as
well as for insurance reasons ten days must be taken as complete weeks of holiday. This may be
either one fortnight or two separate weeks. No payment in lieu will be made for holiday not taken
in any holiday year. In the interests of the company efficiency not more than 15 consecutive
working days of holiday will normally be permitted.



Every effort is made to enable holidays to be taken on the dates requested. Where business demands
make taking holiday difficult, this will be dealt with on an individual basis. Holidays must be
agreed in advance and in writing by your supervisor. As a general rule two weeks’ notice must be
given before the proposed date of commencement of any holiday.



Upon termination of your employment for any reason (unless you are dismissed summarily for gross
misconduct) you shall be entitled to payment in lieu on a pro rata basis for any holidays not taken
which have accrued in the holiday year in which the date of termination falls. Upon termination of
employment for any reason (including where you are dismissed summarily for gross misconduct) you
shall repay Foster Wheeler, or have deducted from your final salary or any payments due, any salary
received in respect of holiday taken prior to the date of termination in excess of your
proportionate entitlement. In either case the payment will be calculated by multiplying the
accrued or excess entitlement by 1/260 of your salary as at the date of termination. The company
may, at its absolute discretion, require you to take holiday entitlement during your notice period.
Employees whose last day of employment is on or after the 15th of the month will be entitled to
the pro rata amount of holiday entitlement for that month. You will not be entitled to a payment
in respect of any holiday accrued but untaken on termination if you refuse to take any holiday
entitlement during the notice period.




Notice



Following the successful completion of a probationary period, if either party wishes to
terminate the contract the minimum notice period shall be six calendar months given by you, and a
minimum of twelve calendar months given by the company.




 









 













8 August 2008

Michelle Davies



If you wish to terminate your employment written notice should be given to your Manager.




Disciplinary, Appeals and Grievance Procedures



The Foster Wheeler Disciplinary, Appeals and Grievance procedures can be found in the current
employee handbook. Other than as required by law, these procedures do not form part of your
contract of employment and may be amended from time to time.




Sick Pay



If you are absent from work due to sickness and subject to your compliance with the provisions
relating to sickness absence notification and proof of incapacity as set out in the handbook the
company may, at its absolute discretion pay you sick pay as follows, based on your normal salary
and your years of service with the company:




	 	 	 
	Length of service at start of sickness	 	Maximum number of days for which company sick
pay may be paid
	During Probationary Period

	 	SSP only (if eligible)
	Up to 1 year

	 	20 working days basic salary
	Over 1 year up to 2

	 	40 working days basic salary
	Over 2 years’ up to 3

	 	60 working days basic salary
	Over 3 years’

	 	60 working days basic salary followed by 60
working days at half basic salary





The payments given above are the normal maximum sick pay that will be paid in any one year and
apply whether the periods of absence are continuous or intermittent. Any further payments of
company sick pay above the limits stated above shall be at the company’s sole discretion.



The company currently provides a discretionary long term disability scheme for its employees who
are unable to work for a prolonged period. Any payments made under this scheme are at management’s
discretion. The rules of the scheme are available on request from Human Resources. These rules do
not form part of your contract of employment.




Unauthorised Absence



The company reserves the right to withhold payment or deduct from your salary one day’s pay
for each day of unauthorised absence from work. Any decision concerning
this matter will be made by your manager. “Unauthorised absence” means failure to report to work
unless this is due to genuine sickness or injury notified to the company in accordance with the
procedure in the current employee handbook; leave for which permission has been granted by your
manager or genuine reasons outside your control which are acceptable to the company and agreed by
your manager.




 









 













8 August 2008

Michelle Davies




Private Healthcare Plan



You are eligible for membership of the Foster Wheeler private healthcare plan (the plan).
Membership of the plan is subject to the rules of the plan from time to time in force, and, at the
date of issue of this contract, is a taxable benefit. You may purchase additional cover for your
partner and any eligible dependent children.




Other Benefits



Subject to eligibility, you may be able to participate in certain insurance or similar schemes
as made available by the company from time to time. If you do participate in such schemes, and
whether the particular scheme is contractual or non-contractual, payments will be made to you only
insofar as the terms of the applicable company policy provides for cover and (where cover under the
scheme is provided by an external organisation) where the applicable insurance policy provides for
and pays for cover.




Personal Data



By signing this contract you consent to the holding, transferring and processing by the
company of any data (whether electronically or manually held) relating to you, including
information defined in the Data Protection Act 1998 as “sensitive personal data”, (for example,
information relating to health or ethnic origin) where this data is held for the purposes of
administration, management of the company’s staff and business and to comply with any legal
requirements.



As previously mentioned, from time to time, you may be required to undertake business travel on
behalf of the company. The company currently offers an insurance scheme to provide insurance cover
for employees whilst undertaking such trips. If you have an illness or accident which requires the
assistance of the insurance scheme, it will be necessary for the insurance company to pass
information back to the company about your condition. It may also be necessary for the doctor
treating you to confer with the company GP so that the treating doctor can obtain appropriate
authorisations (as required by the terms of any policy or otherwise) from the company in relation
to your treatment. By signing this contract you give your consent for the company GP to confer
with a doctor treating you and for the insurance company to provide all relevant information to the
company in the circumstances outlined above.




Governing Law



The contract of employment is governed by and shall be construed in accordance with the laws
of England and shall be subject to the non-exclusive jurisdiction of the Courts of England and
Wales.







 









 













Contract of Employment between Foster Wheeler Energy Limited




and



Michelle Davies


Contract prepared on 08 August 2008



This contract and the attached schedule set out the terms of your contract of employment with
Foster Wheeler Energy Limited.



I hereby accept employment with Foster Wheeler Energy Limited under the terms and conditions stated
in this contract and the attached schedule. I have read, understand and agree to be bound by the
policies contained in the employee handbook.




	 	 	 	 
	Signature:

	/s/ M J Beaumont
 

M J Beaumont
	 	 
	 

	Chairman & Chief Executive Officer	 	 
	 
	 	 	 
	 

	/s/ Michelle Davies
 

Michelle Davies
	 	Date: 08-08-08 





The earliest date on which I can commence employment is 01-10-08



Private Healthcare Plan (please indicate your wishes by ticking the relevant box)




o I do not wish to join the Plan




o I wish to join the Plan and enclose completed application documentation.



I wish to join the Plan on 1 July 2009






7









 







Certificate of Compliance




FOSTER WHEELER CODE OF BUSINESS CONDUCT AND ETHICS




CERTIFICATION OF COMPLIANCE


I hereby certify that I have received, read and understand the Foster Wheeler Code of Business
Conduct and Ethics and that I will comply with its terms.




	 	 	 	 	 
	 	 	 
	 	/s/ Michelle Davies
 	 
	 	Signature 	 
	 	Michelle Davies 	 
	 
	 	Department Legal Services

Foster Wheeler Energy Limited

 	 
	 	
08-08-08
 	 
	 	
Date