exv10w89






Exhibit 10.89




FIRST AMENDMENT

TO THE

EMPLOYMENT AGREEMENT

BETWEEN FOSTER WHEELER NORTH AMERICA CORP.

AND

GARY T. NEDELKA




     WHEREAS, Foster Wheeler North America Corp. (“Foster Wheeler”) entered into an Employment
Agreement (the “Agreement”) with Gary T. Nedelka (“Executive”), dated as of January 6, 2009;



     WHEREAS, the Agreement provides for the payment of compensation and benefits upon certain
terminations of employment occurring during a specified period following a change in control of
Foster Wheeler AG;



     WHEREAS, the parties desire to also provide for such compensation and benefits upon a
termination of employment occurring during a specified period following Foster Wheeler AG’s sale or
disposition of its Global Power Group; and



     WHEREAS, pursuant to Section 9.7 of the Agreement, an amendment to the Agreement can be made
pursuant to the written consent of Foster Wheeler and Executive.



     NOW THEREFORE, in consideration of the foregoing, it is mutually agreed that the Agreement is
amended, effective December 21, 2009, in the following respects:




	 	1.	 	A new subparagraph (E) at the end of Section 4.3.1(ii) to read as follows:
	 
	 	 	 	“(E) the sale or other disposition of all or substantially all of the assets
of Parent’s Global Power Group, provided, however, that for purposes of this
subparagraph (E), the following shall not be deemed to result in a Change of
Control: Parent’s Global Power Group is sold to or all or substantially all
of its assets are acquired by (I) any corporation or other legal entity
controlled, directly or indirectly, by the Parent or (II) any employee
benefit plan (or related trust) sponsored or maintained by the Parent or any
corporation or legal entity controlled, directly or indirectly, by the
Parent.”
	 
	 	2.	 	Subparagraph (iv) of Section 4.3.2 is revised in its entirety to read as follows:
	 
	 	 	 	“(iv) Equity Awards.
	 
	 	 	 	(A) in the event of a Change of Control as described in Sections
4.3.1(ii)(A)-(D), payment for any shares of restricted common shares issued
under the Company’s or an Affiliated Company’s Omnibus Incentive Plan or any
other plan (whether or not vested), to the extent such shares are tendered
to the Company or an Affiliated Company, as















 





	 	 	 	applicable, by the Executive within 20 days after the Termination Date, at a
price per share equal to the highest of (I) the market price on the NASDAQ
Stock Market LLC of a common share of such stock at the close of business on
the date of such tender, (II) the highest price paid for a common share of
such stock in any Change of Control transaction occurring on or after the
Start Date, or (III) the market price on the NASDAQ Stock Market LLC of a
common share of such stock at the close of business on the date of any such
Change of Control transaction; or
	 
	 	 	 	(B) in the event of a Change of Control as described in Section
4.3.1(ii)(E), restrictions on shares of restricted common shares issued
under the Company’s or an Affiliated Company’s Omnibus Incentive Plan or any
other plan shall lapse and such shares shall become 100% vested upon the
Termination Date;”





* * *




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



FOSTER WHEELER NORTH AMERICA CORP.




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Peter J. Ganz
 

	 	 	 	12/23/09 

	 	 
	Peter J. Ganz	 	 	 	Date	 	 
	Executive Vice President and Secretary	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Gary T. Nedelka	 	 	 	12/23/09	 	 
	 	 	 	 	 	 	 
	Gary T. Nedelka	 	 	 	Date	 	 







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