Unassociated Document


     

    FOSTER
      WHEELER LTD.

    CHANGE
      OF CONTROL AGREEMENT


     

    THIS
      CHANGE OF CONTROL AGREEMENT (the
      “Agreement”) - which is an Exhibit to the Supplemental
      Employment Agreement of same date herewith
      - by and
      among FOSTER
      WHEELER CONTINENTAL EUROPE S.r.L.,
      (the
“Company”), FOSTER
      WHEELER LTD.,
      a
      Bermuda company (the “Parent”), and FRANCO
      BASEOTTO (the
      “Executive”), is effective as of the 12th of November,
      2007.

     

    WHEREAS,
      the
      Board of Directors of Parent (the “Board”), has determined that it is in the
      best interests of Parent, its shareholders and subsidiaries, including the
      Company, to assure that Parent and the Company will have the continued
      dedication of the Executive, notwithstanding the possibility, threat or
      occurrence of a Change of Control (as defined in Section 2 below). The Board
      believes it is imperative to diminish the inevitable distraction of the
      Executive by virtue of the personal uncertainties and risks created by a pending
      or threatened Change of Control and to encourage the Executive’s full attention
      and dedication to Parent and the Company currently and in the event of any
      threatened or pending Change of Control, and to provide the Executive with
      compensation and benefits arrangements upon a Change of Control which ensure
      that the compensation and benefits expectations of the Executive will be
      satisfied and which are competitive with those of other corporations. Therefore,
      in order to accomplish these objectives, the Board has caused the Company and
      the Parent to enter into this Agreement;

     

    NOW,
      THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     

    1.  Certain
      Definitions.
      

     

    (a)  “Effective
      Date”
shall
      mean the first date during the Change of Control Period (as defined in Section
      1(b) below) on which a Change of Control (as defined in Section 2 below) occurs.
      Notwithstanding anything in this Agreement to the contrary, if a
      Change
      of Control occurs and if the
      Executive’s employment
      relationship
      with
Company
      is terminated
      prior to
      the date on which the Change of Control occurs,
      and if
      it is reasonably demonstrated by the Executive that such termination:

     

    (i)  was
      at
      the request of a third party who has taken steps reasonably calculated to effect
      a Change of Control, or 

     

    (ii)  otherwise
      arose in connection with or in anticipation of a Change of Control,


     

    then
      for
      all purposes of this Agreement, the “Effective Date” shall mean the date
      immediately prior to the date of such termination.

     

    (b)  “Change
      of Control Period”
shall
      mean the period commencing on the date hereof and ending on the third
      anniversary of the date hereof; provided,
      however,
      that
      commencing on the date one year after the date hereof, and on each annual
      anniversary of such date (such date and each annual anniversary thereof shall
      be
      hereinafter referred to as the “Renewal
      Date”),
      unless previously terminated, the Change of Control Period shall be
      automatically extended so as to terminate three years from such Renewal Date,
      unless at least 60 days prior to the Renewal Date the Company gives notice
      to
      the Executive that the Change of Control Period shall not be so
      extended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Any
      other
      definition contained in the Supplemental Employment Agreement which is not
      expressly amended by this Agreement shall apply.

    


    2.  Change
      of Control.
      For
      the
      purpose of this Agreement, a “Change
      of Control”
shall
      mean:

     

    (a)  The
      acquisition by any individual, entity or group (a “Person”)
      (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
      Act of 1934, as amended (the “Exchange
      Act”))
      of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of voting securities of Parent where such acquisition causes
      such
      Person to own 20% or more of the combined voting power of the then outstanding
      voting securities of Parent entitled to vote generally in the election of
      directors (the “Outstanding
      Voting Securities”),
      provided, however, that for purposes of this subsection (a), the following
      acquisitions shall not be deemed to result in a Change of Control: 

     

    (i)  any
      acquisition directly from Parent or any corporation or other legal entity
      controlled, directly or indirectly, by Parent; or

     

    (ii)  any
      acquisition by Parent or any corporation or other legal entity controlled,
      directly or indirectly, by Parent; or

     

    (iii)  any
      acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by Parent or any corporation or other legal entity controlled,
      directly or indirectly, by Parent; or 

     

    (iv)  any
      acquisition by any corporation pursuant to a transaction that complies with
      clauses (i), (ii) and (iii) of subsection (c) below; provided,
      however,
      that if
      any Person’s beneficial ownership of the Outstanding Voting Securities reaches
      or exceeds 20% as a result of a transaction described in clause (i) or (ii)
      immediately above, and such Person subsequently acquires beneficial ownership
      of
      additional voting securities of Parent, such subsequent acquisition shall be
      treated as an acquisition that causes such Person to own 20% or more of the
      Outstanding Voting Securities; or

     

    (b)  Individuals
      who, as of the date hereof, constitute the Board (such individuals, the
“Incumbent
      Board”)
      cease
      for any reason to constitute at least a majority of the Board; provided,
      however,
      that
      any individual becoming a director subsequent to the date hereof whose election,
      or nomination for election by Parent’s shareholders, was approved by a vote of
      at least a majority of the directors then comprising the Incumbent Board shall
      be considered as though such individual were a member of the Incumbent Board,
      but excluding, for this purpose, any such individual whose initial assumption
      of
      office occurs as a result of an actual or threatened election contest with
      respect to the election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the
      Board; or

     

    (c)  The
      approval by the shareholders of Parent of a reorganization, merger or
      consolidation or sale or other disposition of all or substantially all of the
      assets of Parent (“Business
      Combination”)
      or, if
      consummation of such Business Combination is subject, at the time of such
      approval by shareholders, to the consent of any government or governmental
      agency, the obtaining of such consent (either explicitly or implicitly by
      consummation); excluding,
      however,
      such a
      Business Combination pursuant to which:

     

    (i)  all
      or
      substantially all of the individuals and entities who were the beneficial owners
      of the Outstanding Voting Securities immediately prior to such Business
      Combination beneficially own, directly or indirectly, more than 60% of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the corporation
      resulting from such Business Combination (including, without limitation, a
      corporation that as a result of such transaction owns Parent or all or
      substantially all of Parent’s assets either directly or through one or more
      subsidiaries) in substantially the same proportions as their ownership,
      immediately prior to such Business Combination of the Outstanding Voting
      Securities; 

     

    
      
        
        

      

      
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    (ii)  no
      Person
      (excluding any (x) corporation owned, directly or indirectly, by the beneficial
      owners of the Outstanding Voting Securities as described in clause (i)
      immediately preceding or (y) employee benefit plan (or related trust) of Parent
      or such corporation resulting from such Business Combination, or any of their
      respective subsidiaries) beneficially owns, directly or indirectly, 20% or
      more
      of, respectively, the then outstanding shares of common stock of the corporation
      resulting from such Business Combination or the combined voting power of the
      then outstanding voting securities of such corporation except to the extent
      that
      such ownership existed prior to the Business Combination; or

     

    (iii)  at
      least
      a majority of the members of the board of directors of the corporation resulting
      from such Business Combination were members of the Incumbent Board at the time
      of the execution of the initial agreement, or of the action of the Board,
      providing for such Business Combination; or

     

    (d)  Approval
      by the shareholders of Parent of a complete liquidation or dissolution of
      Parent.

     

    For
      the
      avoidance of doubt, neither the approval nor the consummation of the merger
      of
      Foster Wheeler Corporation (“FWC”)
      with
      and into Foster Wheeler LLC, a Delaware limited liability company and an
      indirect wholly-owned subsidiary of Parent whereby each outstanding share of
      common stock of FWC (other than those shares held by FWC or any direct or
      indirect wholly-owned subsidiary of FWC) was converted into one common share
      of
      Parent, or any restructuring transactions contemplated by or related to such
      merger, shall be deemed to constitute or result in, directly or indirectly,
      a
      Change of Control, for purposes of this Agreement. 

     

    3.  Term.
      For
      the
      period of three years commencing on the Effective Date (the “Term”),
      the
      terms and conditions of the Executive employment defined in Section 4 below
      shall apply. The Term
      shall
      terminate upon termination of
      the
      Executive’s employment
      with
      Company
      for any
      reason.

     

    4.  Terms
      of Employment.

     

    (a)  Position
      and Duties.
      

     

    (i)  During
      the Term:
      

     

    (A) the
      Executive’s position (including status, offices, titles and reporting
      requirements), his authority, his duties and his responsibilities shall be
      at
      least commensurate in all material respects with the most significant of those
      held, exercised and assigned at any time with the Company and/or
      Parent
      during
      the 120-day period immediately preceding the Effective Date; and 

     

    (B) the
      Executive’s services shall be performed at the office where the Executive was
      employed immediately preceding the Effective Date or at any other location
      less
      than 50
      miles
      from such office.

     

    (ii)  During
      the
      Term,
      and excluding any periods of vacation and sick leave to which the Executive
      is
      entitled, the Executive agrees to devote reasonable attention and time during
      normal business hours to the business and affairs of the Company and or Parent
      and,
      to the
      extent necessary to discharge the responsibilities assigned to the Executive,
      to
      use the Executive’s reasonable best efforts to perform faithfully and
      efficiently such responsibilities. During the Term,
      it shall
      not be a violation of this Agreement for the Executive to:

     

    (A) serve
      on
      corporate, civic or charitable boards or committees; 

     

    
      
        
        

      

      
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    (B) deliver
      lectures, fulfill speaking engagements or teach at educational institutions;
      or


     

    (C) manage
      personal investments, so long as such activities do not significantly interfere
      with the performance of the Executive’s responsibilities as an employee of the
      Company in accordance with this Agreement. 

     

    It
      is
      expressly understood and agreed that to the extent that any such activities
      have
      been conducted by the Executive prior to the Effective Date, the continued
      conduct of such activities (or the conduct of activities similar in nature
      and
      scope thereto) subsequent to the Effective Date shall not thereafter be deemed
      to interfere with the performance of the Executive’s responsibilities to the
      Company
      and/or
      Parent.

     

    (b)  Compensation.
      

     

    (i)  Retribuzione
      Annua Lorda.
      During
      the Term,
      the
      Executive shall receive a Retribuzione
      Annua Lorda (as
      defined in Section 3.1.1(vii) of the Supplemental Employment Agreement of even
      date herewith),
      equal to
      the Retribuzione
      Annua Lorda
      of the
      Executive at the Effective Date, including any portion of the Retribuzione
      Annua Lorda
      which
      has been earned but deferred in
      respect of the twelve-month period immediately preceding the month in which
      the
      Effective Date occurs. The Retribuzione
      Annua Lorda
      shall be
      paid at such intervals as the Company pays executive salaries generally. During
      the Term,
      the
Retribuzione
      Annua Lorda
      shall be
      reviewed at least annually, beginning no more than 12 months after the last
      salary increase awarded to the Executive prior to the Effective Date. Any
      increase in Retribuzione
      Annua Lorda
      shall
      not serve to limit or reduce any other obligation to the Executive under this
      Agreement. Retribuzione
      Annua Lorda
      shall
      not be reduced after any such increase and the term “Retribuzione
      Annua Lorda”
shall
      refer to Annual Gross
      Salary
      as so increased.

     

    (ii)  Bonus.
      In
      addition to Retribuzione
      Annua Lorda,
      but
      subject to Section 4(b)(ix) below, the Executive shall be awarded, for each
      fiscal year ending during the Term,
      an
      annual bonus (the “Annual
      Bonus”)
      in
      cash equal to at least the highest “annual
      short-term incentive award” (as such terminology is defined in the Foster
      Wheeler Annual Executive Short-Term Incentive Plan) received by the Executive
      under the Foster Wheeler Annual Executive Short-Term Incentive Plan, or any
      comparable bonus under any predecessor or successor plan, including any bonus
      or
      portion thereof that has been awarded but deferred, for the last three full
      fiscal years prior to the Effective Date (or for such lesser number of full
      fiscal years prior to the Effective Date for which the Executive was eligible
      to
      earn such a bonus, and related to the actual months of service in the event
      that
      the Executive was not employed by the Company
      or
      another Foster Wheeler affiliate
      for the
      whole of such fiscal year) (the “Recent
      Annual Bonus”).
      Each
      such Annual Bonus shall be paid no later than the fifteenth day of the third
      month of the fiscal year next following the fiscal year for which the Annual
      Bonus is awarded, unless the Executive shall elect to defer the receipt of
      such
      Annual Bonus.

     

    (iii)  Incentive,
      Savings and Retirement Plans.
      During
      the Term,
      the
      Executive shall be entitled to participate in all cash incentive, equity
      incentive,
      savings
      and retirement plans,
      practices, policies and programs applicable generally to other peer executives
      of the Company and the Parent,
      but in
      no event shall such plans, practices, policies and programs (taken together
      with
      the bonus payable under Section 4(b)(ii) above) provide the Executive with
      incentive opportunities (measured with respect to both regular and special
      incentive opportunities, to the extent, if any, that such distinction is
      applicable), savings opportunities and retirement benefit opportunities, in
      each
      case, less favorable, in the aggregate, than the most favorable of those
      provided by the Company and/or Parent
      for the
      Executive under such plans, practices, policies and programs as in effect at
      any
      time during the 120-day period immediately preceding the Effective Date or
      if
      more favorable to the Executive, those provided generally at any time after
      the
      Effective Date to other peer executives of the Company
      and/or
      Parent.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (iv)  Welfare
      Benefit Plans.
      During
      the Term,
      the
      Executive and/or the Executive’s family, as the case may be, shall be eligible
      for participation in and shall receive all benefits under welfare benefit plans,
      practices, policies and programs provided by the Company (including, without
      limitation, FASI coverage, Cassa Tutela, medical check-ups,
      life and
accident
      insurance coverage, and
      professional insurance coverage, if any, provided for under the Employment
      Contract (as such term is defined in the Supplemental Employment Agreement
      of
      even date herewith))
      to the
      extent applicable generally to other peer executives of the Company and/or
      Parent. In
      no
      event shall such plans, practices, policies and programs provide the Executive
      with benefits which are less favorable, in the aggregate, than the most
      favorable of such plans, practices, policies and programs in effect for the
      Executive at any time with the Company and/or Parent
      during
      the 120-day period immediately preceding the Effective Date or, if more
      favorable to the Executive, those provided generally at any time after the
      Effective Date to other peer executives of the Company
      and/or
      Parent.

     

    (v)  Expenses.
      During
      the Term,
      the
      Executive shall be entitled to receive prompt reimbursement for all reasonable
      expenses incurred by the Executive in accordance with the most favorable
      policies, practices and procedures of the Company and/or Parent
      in
      effect for the Executive at any time during the 120-day period immediately
      preceding the Effective Date or, if more favorable to the Executive, as in
      effect generally at any time thereafter with respect to other peer executives
      of
      the Company
      and/or
      Parent.

     

    (vi)  Fringe
      Benefits.
      During
      the Term,
      the
      Executive shall be entitled to perquisites and fringe benefits, including,
      without limitation, tax, financial and estate planning services, payment of
      club
      dues, use of an automobile and mobile phone and payment of related expenses,
      facsimile machine, annual physical exam, and relocation assistance, in
      accordance with the Employment Contract and the Supplemental Employment Contract
      of
      even
      date herewith
      and, in
      any case, in accordance with the most favorable plans, practices, programs
      and
      policies of the Company and/or
      Parent and
      in
      effect for the Executive at any time during the 120-day period immediately
      preceding the Effective Date or, if more favorable to the Executive, as in
      effect generally at any time thereafter with respect to other peer executives
      of
      the Company
      and/or
      Parent.

     

    (vii)  Office
      and Support Staff.
      During
      the Term,
      the
      Executive shall be entitled to an office or offices of a size and with
      furnishings and other appointments, and to exclusive personal secretarial and
      other assistance, equal to at least the most favorable of the foregoing provided
      to the Executive by the Company and/or Parent
      at any
      time during the 120-day period immediately preceding the Effective Date or,
      if
      more favorable to the Executive, as provided generally at any time thereafter
      with respect to other peer executives of the Company
      and/or
      Parent.

     

    (viii)  Vacation.
      During
      the Term,
      the
      Executive shall be entitled to paid vacation in accordance with the most
      favorable plans, policies, programs and practices of the Company and/or
      Parent
      as in
      effect for the Executive at any time during the 120-day period immediately
      preceding the Effective Date or, if more favorable to the Executive, as in
      effect generally at any time thereafter with respect to other peer executives
      of
      the Company
      and/or
      Parent.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ix)  Immediate
      Payment of
      Annual
      Bonus.
      As
      soon
      as technically possible following the Effective Date, the Executive shall
      receive payment in cash of the Annual
      Bonus
      under the Foster Wheeler Annual Executive Short-Term Incentive Plan, or any
      successor plan, for the year in which the Change of Control takes place equal
      to
      the Annual
      Bonus
      the Executive received (if any) for the calendar year immediately preceding
      the
      year in which the Change of Control took place. If it is determined, after
      the
      end of the year in which the Change of Control took place, that the amount
      of
      the Annual
      Bonus
      that is actually due to the Executive for such year under the Foster Wheeler
      Annual Executive Short-Term Incentive Plan, or any successor plan,
      exceeds
      the amount paid pursuant to the preceding sentence, the excess shall be paid
      to
      the Executive in accordance with the timing set forth by the last sentence
      of
      the Section
      4(b)(ii)
      immediately
      above.
      It is expressly agreed that the Annual
      Bonus
      paid for the year in which the Change of Control takes place in no event shall
      be lower than the Recent Annual Bonus.

     

    (x)  Social
      Security
      Contributions.
      For
      the
      avoidance of doubt, it
      is
      understood that,
      with
      respect to any payment/benefits
      under
paragraphs
      (i)
      through (ix) above, the
      Executive shall be responsible for and pay any social security contributions
      that are the responsibility of the employee under the applicable law, while
      the
      Company shall exclusively be responsible for and pay the social security
      contributions as well as the Trattamento
      di Fine Rapporto
      (Severance Indemnity) on payments under (i) and (ii) immediately above, that
      are
      the responsibility of the employer under the applicable law. 

     

    The
      Executive fully acknowledges and agrees that the entitlements outlined from
      paragraph (i) through paragraph (x) above shall be the sole and exclusive
      compensation items due to Executive during the Term
      in
      relation to his employment with the Company, except for any other different
      benefits/compensation items he is entitled to under Italian law and the National
      Contract on the Effective Date which, in light of their mandatory nature, cannot
      be lawfully offset.  

     

    5.  Termination
      of Employment.
      

     

    (a)
       General
      Rule.
      During
      the Term but subject to paragraph (b) and (c) below, the termination
      of the
      Executive’s employment
      with the
      Company
      shall be
      governed by Italian law and the National Contract. 

     

    (b)
       “Licenziamento
      per Giusta Causa”.  The
      Company can terminate the Executive “Licenziamento
      Per
      Giusta Causa”
as
      such
      term is defined in
      the
      Supplemental Employment Agreement of even date herewith.
      However,
      for the sole purpose of this Agreement, the Executive fully acknowledges and
      agrees that the events outlined immediately below shall represent a substantial
      breach of his employment duties and shall entitle the Company to take, during
      the Term,
      any
      disciplinary actions under the
      Supplemental Employment Agreement
      which
      may eventually determine the Executive’s termination falling under the
      definition of “Licenziamento
      per Giusta Causa”
during
      the Term:

     

    (i)  the
      willful
      and
      continued failure of the Executive to perform substantially the Executive’s
      duties (as contemplated by Section 4(a) above) with the Company or Parent (other
      than any such failure resulting from incapacity due to physical or mental
      illness), after a written demand for substantial performance is delivered to
      the
      Executive by the Board of Directors of the Company or the Chief Executive
      Officer of the Parent which specifically identifies the manner in which the
      Board of Directors of the Company or Chief Executive Officer of the Parent
      believes that the Executive has not
      substantially
      performed the Executive’s duties; or

     

    
      
        
        

      

      
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    (ii)  the
      willful engaging by the Executive in illegal conduct or gross misconduct which
      is materially and demonstrably injurious to Parent or the Company.

     

    For
      purposes of this provision, no act or failure to act, on the part of the
      Executive, shall be considered “willful” unless it is done, or omitted to be
      done, by the Executive in bad faith or without reasonable belief that the
      Executive’s action or omission was in the best interests of Parent or the
      Company. Any act, or failure to act, based upon authority given pursuant to
      a
      resolution duly adopted by the Board or upon the instructions of the Chief
      Executive Officer of the Parent or a senior officer of the Company and/or Parent
      or based upon the advice of counsel for Parent or the Company shall be
      conclusively presumed to be done, or omitted to be done, by the Executive in
      good faith and in the best interests of Parent and the Company. 

     

    (c)
       “Dimissioni
      Per Giusta Causa”. The
      Executive may resign from the Company “Dimissioni
      Per
      Giusta Causa”
as
      such
      term is defined in
      the
      Supplemental Employment Agreement of even date herewith. However,
      for the sole purpose of this Agreement, resignation “Dimissioni
      Per
      Giusta Causa”
shall
      not only have the meaning established by the Supplemental Employment
      Agreement
      but,
      additionally, shall include the following during the Term:

     

    (i)  the
      assignment to the Executive of any duties inconsistent in any respect with
      the
      Executive’s position with
      the
      Company and/or Parent
      (including status, offices, titles and reporting requirements), authority,
      duties or responsibilities as contemplated by Section 4(a) above, or any other
      diminution in such position, authority, duties or responsibilities (whether
      or
      not occurring solely as a result of Parent ceasing to be a publicly traded
      entity), excluding for this purpose an isolated, insubstantial and inadvertent
      action not taken in bad faith and which is remedied by the Company and/or Parent
      promptly after receipt of notice thereof given by the Executive; 

     

    (ii)  any
      failure by the Company
      and/or
      Parent
      to
      comply with any of the provisions of Section 4(b) above, other than an isolated,
      insubstantial and inadvertent failure not occurring in bad faith and which
      is
      remedied by the Company
      and/or
      Parent
      promptly
      after receipt of notice thereof given by the Executive;

     

    (iii)  the
      Company’s requiring the Executive:

     

    (A) to
      be
      based at any office or location other than as provided in Section 4(a)(i)(B);
      

     

    (B) to
      be
      based at a location other than the principal executive offices of the Company
      if
      the Executive was employed at such location immediately preceding the Effective
      Date; or 

     

    (C) to
      travel
      on Company and/or
      Parent
      business
      to a substantially greater extent than required immediately prior to the
      Effective Date; or 

     

    (iv)  any
      failure by the Company and/or Parent
      to
      comply with and satisfy Section 10(b).

     

    (d) Notice
      of Termination and Date of Termination.
      Any
      termination by the Company and resignation by the Executive during the
Term
      shall be
      carried out in compliance with the formal requirements established by Italian
      law and the National Contract and shall be effective in accordance with Italian
      law and the National Contract.
      The date
      upon which Executive’s employment terminates for any reason shall be the
      Executive’s “Date of Termination” for all purposes of this
      Agreement.

     

    6.  Obligations
      of the Company Upon
      Termination During the Term. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (a)  Entitlements
      Upon Termination
      Falling Under the Definition of Licenziamento
      Senza
      Giusta Causa,
      Licenziamento
      Ingiustificato or
      Licenziamento
      Giustificato,
      or Upon Dimissioni
      Per Giusta Causa.
      Following any termination of the Executive’s employment by the Company falling
      under the definition
      of
Licenziamento
      Senza Giusta Causa (as
      defined under the Supplemental Employment Agreement), Licenziamento
      Ingiustificato (as
      defined under the Supplemental Employment Agreement), Licenziamento
      Giustificato (as
      defined under the Supplemental Employment Agreement), or resignation from the
      employment by the Executive falling under the definition of Dimissioni
      Per Giusta Causa (as
      defined under Section 5(c) above), the
      Executive shall be entitled to:

     

    (i)
       Trattamento di Fine Rapporto (Severance
      Indemnity) and any final payments due by law (such as the
      indemnity in lieu of the accrued paid-leave, quota of 13 monthly
      compensation). AND 

     

    (ii) One
      of
      the following, at the Executive’s exclusive choice:

     

    (A) any
      other
      payments or benefits required and due
      under
      the Employment Contract;
      OR

     

    (B) the
      following benefits:

     

    (I) Retribuzione
      Annua Lorda/Annual
      Bonus/Deferred Compensation and Equity Incentive:
      a
      lump
      sum amount
      in cash
      within 30 days after the Date of Termination
      equal
      to
      the
      aggregate of the following amounts:

     

    (1) the
      sum
      of:

     

    (a) the
      Executive’s Retribuzione
      Annua Lorda
      through
      the Date of Termination to the extent not theretofore paid; PLUS 

     

    (b) the
      product of:

     

    (i) the
      higher of: 

     

    (A) the
      Executive’s Recent Annual Bonus; or 

     

    (B) the
      Annual Bonus paid or payable, including any bonus or portion thereof which
      has
      been awarded but deferred (and related to the actual months of service for
      any
      fiscal year consisting of less than twelve full months or during which the
      Executive was employed for less than twelve full months), for the most recently
      completed fiscal year during the Term,
      if any


     

    (such
      higher amount being referred to as the “Highest
      Annual Bonus”)
      MULTIPLIED
      BY

     

    (ii) fraction,
      the numerator of which is the number of days in the current fiscal year through
      the Date of Termination, and the denominator of which is 365; PLUS
      

     

    (c) any
      compensation previously deferred by the Executive (together with any accrued
      legal interest) other than Trattamento
      di Fine Rapporto
      (Severance Indemnity), and any accrued vacation pay, in
      each
      case, to the extent not theretofore paid, (the sum of the amounts described
      in
clauses
      (a), (b)
      and (c) hereinafter referred to as the “Accrued
      Obligations”);

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (2) the
      amount equal to the product of:

     

    (a) three;
      MULTIPLIED
      BY

     

    (b) the
      sum
      of: 

     

    (i) the
      Executive’s Retribuzione
      Annua Lorda plus
      the
      relevant Trattamento
      di Fine Rapporto (Severance
      Indemnity) accrued; and 

     

    (ii) the
      Highest Annual Bonus;

     

    (3) an
      amount
      equal to the social security contributions (INPS and PREVINDAI) the
      Company would pay for the Executive if the employment relationship continued
      for
      three years from the Date of Termination, assuming that the Executive’s
      compensation to calculate such social security contribution amount is the
Retribuzione
      Annua Lorda at
      the
      Date of Termination; 

     

     (4) payment
      for any shares of restricted common shares granted to the Executive by the
      Company under the Foster Wheeler Annual Long Term Incentive Plan (as such plan
      is amended from time to time) or any successor plan thereto, or any
      other
      equity
      plan
      (whether or not vested), to the extent such shares are tendered to the Company
      or Parent, as applicable, by the Executive within 20 days after the Date of
      Termination, at a price per share equal to the highest of:

     

    (a) the
      market price on the New York Stock Exchange of a common share of Parent at
      the
      close of business on the date of such tender; 

     

    (b) the
      highest price paid for a common share of Parent in any Change of Control
      transaction occurring on or after the Effective Date; or

     

    (c) the
      market price on the New York Stock Exchange of a common share of Parent at
      the
      close of business on the date of any such Change of Control
      transaction;

     

    (II) Welfare
      Benefits:
      for
      five
      years after the Executive’s Date of Termination, or such longer period as may be
      provided by the terms of the appropriate plan, program, practice or policy,
      benefit
      continuation
      to the
      Executive and/or the Executive’s family equal to at least those which would have
      been provided to them in accordance with the plans, programs, practices and
      policies described in Section 4(b)(iv) above of this Agreement if the
      Executive’s employment had not been terminated or, if more favorable to the
      Executive, as in effect generally at any time thereafter with respect to other
      peer executives of the Company
      and/or
      Parent
      and
      their families, provided,
      however,
      that if
      the Executive becomes reemployed with another employer and is eligible to
      receive medical or other welfare benefits under another employer provided plan,
      the medical and other welfare benefits described herein shall be secondary
      to
      those provided under such other plan during such applicable period of
      eligibility. For purposes of determining eligibility (but not the time of
      commencement of benefits) of the Executive for retiree benefits pursuant to
      such
      plans, practices, programs and policies, the Executive shall be considered
      to
      have remained employed until the fifth anniversary of the Date of Termination
      and to have retired on such fifth anniversary;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (III) Outplacement
      Services: outplacement
      services, the scope and provider of which shall be selected by the Executive
      in
      the Executive’s sole discretion; 

     

    (IV) Other
      Benefits:
      to the
      extent not theretofore paid or provided, any
      other
      amounts or benefits required to be paid or provided or which the Executive
      is
      eligible to receive under any plan, program, policy or practice or contract
      or
      agreement of the Company and/or Parent
      (such
      other amounts and benefits shall be hereinafter referred to as the “Other
      Benefits”);
      and
 

     

    (V) Stock-Options: full
      vesting to all stock-options, vested and unvested, granted to the Executive,
      to
      purchase shares of Parent pursuant to the Foster Wheeler Annual Long Term
      Incentive Plan (as such plan is amended from time to time) or any successor
      plan.  

     

    (VI)
       Social
      Security Contribution.
      For the
      avoidance of doubt, it is understood that, with respect to any payments/benefits
      under Clauses (I) through (V) above, the Executive shall be responsible for
      and
      pay any social security contributions that are the responsibility of the
      employee under the applicable law, while the Company shall exclusively be
      responsible for and pay the social security contributions that are the
      responsibility of the employer under the applicable law.

     

    (b)  Executive
      Acknowledgements Regarding Entitlements Under Section 6(a)(ii)(B)
      Above.
      Should
      the Executive choose the alternative package under Section 6(a)(ii)(B) above,
      the Executive fully acknowledges and agrees that: 

     

    (i)  the
      entitlements under Section 6(a)(ii)(B) above include the amount the Executive
      would have been entitled to as Indennità
      Sostitutiva del Preavviso (Indemnity
      in Lieu of Notice) due under Italian law and the National Contract (including
      any social security contribution required to be paid on such amounts by the
      Company);
      

     

    (ii)  the
      entitlements under Section 6(a)(ii)(B) above shall be fully satisfactory of
      any
      possible claim of the Executive related to the termination of the employment
      relationship,
      save
      for Trattamento
      di Fine Rapporto (T.F.R.)
      (Severance Indemnity) and the final payments due by law (such as the indemnity
      in lieu of accrued paid-leave, quota of 13 monthly compensation);
      therefore, by accepting such entitlements and fulfilling the requirements of
      paragraph (iii) immediately below, the Executive shall waive any claims or
      actions he may bring in relation to the termination of the employment
      relationship and, in particular and by way of example, the Executive shall
      waive
      any claim for payment of the Indennità
      Supplementare
      and for
      payment of any further compensation for damages, if any; 

     

    (iii)  payment
      of the entitlements under Section 6(a)(ii)(B) above shall be carried out only
      upon formalization of a settlement agreement which both the Executive and the
      Company agree in good faith to execute within a short period of time - in
      accordance with the Supplemental
      Employment Agreement - before the appropriate authorities in order to make
      such
      settlement agreement final and unchallengeable under Italian law; in this
      respect, the Executive, by executing this Agreement, gives his consent to such
      formalization and to appearance before the appropriate authorities upon the
      Company’s request;
      and


     

    (iv)  for
      the
      avoidance of doubt, the intent of this Section 6 is to make it clear that the
      Executive:

     

    (A)
       upon
      termination of the employment relationship with the Company, is always entitled
      to Trattamento
      di Fine Rapporto (Severance
      Indemnity) and the final payments due by law; but

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (B)
      has
      an exclusive choice of receiving either the benefits under Section 6(a)(ii)(A)
      or the benefits under Section 6(a)(ii)(B), but not both. 

     

    (c)  Entitlements
      Upon Termination Due to the Executive’s Death.
      During
      the Term, if the Executive’s employment is terminated by reason of the
      Executive’s death during the Term,
      the
      Executive’s estate or beneficiaries
      shall be
      provided
      with:

     

    (i)  the
      payments due under Italian law and the National Contract in case of death of
      the
      Executive; 

     

    (ii)  an
      amount
      representing the difference between Accrued Obligations under Section
      6
      above and the payments made under paragraph (i) immediately above;
      and

     

    (iii)  Other
      Benefits (i.e.
      benefits equal to at least the most favorable benefits provided by the Company
      and/or Parent
      to the
      estates and beneficiaries of peer executives of the Company and/or
      Parent
      under
      such plans, programs, practices and policies relating to death benefits, if
      any,
      as in effect with respect to other peer executives and their beneficiaries
      at
      any time during the 120-day period immediately preceding the Effective Date
      or,
      if more favorable to the Executive’s estate and/or the Executive’s
      beneficiaries, as in effect on the date of the Executive’s death with respect to
      other peer executives of the Company and/or
      Parent and their
      beneficiaries).

     

    (d)  Entitlements
      Upon Termination by the Company Falling Under the Definition of
“Licenziamento
      per Giusta Causa”.
      Following
      any termination of the Executive’s employment by the Company falling under the
      definition of “Licenziamento
      per Giusta Causa”
      (as
      defined under Section 5(b) above)
      during
      the Term,
      the
      Company shall pay or provide to the Executive:

     

    (i)  Trattamento
      di Fine Rapporto (Severance
      Indemnity); 

     

    (ii)  Any
      other
      payments/benefits due under Italian law and the National Contract, as well
      as
      under the Employment Contract;
      and


     

    (iii)  Other
      Benefits.

     

    (e)  Entitlements
      Upon “Dimissioni
      Senza Giusta Causa”.
      Following
      any termination of the Executive’s employment upon “Dimissioni
      Senza Giusta Causa”
(as
      defined under the Supplemental Employment Agreement of even date herewith)
      by
      the
      Executive during the Term,
      the
      Company shall pay or provide to the Executive:

     

    (i)  Trattamento
      di Fine Rapporto (Severance
      Indemnity); 

     

    (ii)  Any
      other
      payments/benefits due under Italian law and the National Contract, as well
      as
      under the Employment Contract;

     

    (iii)  the
      Accrued Obligations; and 

     

    (iv)  Other
      Benefits.

     

    7.  Non-exclusivity
      of Rights.
      Nothing
      in this Agreement shall prevent or limit the Executive’s continuing or future
      participation in any plan, program, policy or practice provided by the Company
      or Parent and for which the Executive may qualify, nor, subject to Section
      6(b)
      and Section 12(h), shall anything herein limit or otherwise affect such rights
      as the Executive may have under any other contract or agreement with the Company
      or Parent. Amounts which are vested benefits or which the Executive is otherwise
      entitled to receive under any plan, policy, practice or program of or any
      contract or agreement with the Company or Parent at or subsequent to the Date
      of
      Termination shall be payable in accordance with such plan, policy, practice
      or
      program or contract or agreement except as explicitly modified by this
      Agreement. Notwithstanding the foregoing, if the Executive receives payments
      and
      benefits pursuant to Section 6(a) of this Agreement, the Executive shall not
      be
      entitled to any severance pay or benefits under any severance plan, program
      or
      policy of the Company
      or
      Parent,
      unless
      specifically provided therein in a specific reference to this
      Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    8.  Full
      Settlement.
      The
      Company’s obligation to make the payments provided for in this Agreement and
      otherwise to perform its obligations hereunder shall not be affected by any
      set-off, counterclaim, recoupment, defense or other claim, right or action
      which
      the Company may have against the Executive or others. In no event shall the
      Executive be obligated to seek other employment or take any other action by
      way
      of mitigation of the amounts payable to the Executive under any of the
      provisions of this Agreement and such amounts shall not be reduced whether
      or
      not the Executive obtains other employment. The Company agrees to pay as
      incurred (within ten days following the Company’s receipt of an invoice from the
      Executive), to the full extent permitted by law, all legal fees and expenses
      which the Executive may reasonably incur as a result of any contest (regardless
      of the outcome thereof) by the Company, the Executive or others of the validity
      or enforceability of, or liability under, any provision of this Agreement or
      any
      guarantee of performance thereof (including as a result of any contest by the
      Executive about the amount of any payment pursuant to this Agreement), plus
      in
      each case legal interest accrued on any delayed payment.

     

    9.  Confidential
      Information.
      The
      Executive shall hold in a fiduciary capacity for the benefit of the
      Company
      and/or
      Parent
      all
      secret or confidential information, knowledge or data relating to the Company,
      Parent
      or the
      Affiliated Companies,
      and
      their respective businesses, which information, knowledge or data shall have
      been obtained by the Executive during the Executive’s employment by the Company,
      Parent or the Affiliated Companies
      and
      which information, knowledge or data shall not be or become public knowledge
      (other than by acts by the Executive or representatives of the Executive in
      violation of this Agreement). After termination of the Executive’s employment
      with the Company, the Executive shall not, without the prior written consent
      of
      the Parent
      or as
      may otherwise be required by law or legal process, communicate or divulge any
      such information, knowledge or data to anyone other than the Company
      and/or
      Parent and
      those
      persons designated by the Company
      and/or
      Parent.
      In no
      event shall an asserted violation of the provisions of this Section 9 constitute
      a basis for deferring or withholding any amounts otherwise payable to the
      Executive under this Agreement.

     

    10.  Successors.
      

     

    (a)  Successors
      to the Company and Parent.
      This
      Agreement shall inure to the benefit of and be binding upon the Company, Parent
      and its successors and assigns.
      Assignability of this
      Agreement by
      Executive and by Company shall be governed by Section 8.5 of the Supplemental
      Employment Agreement. 

     

    (b)  Assumption
      of Agreement by Successors.
      Parent
      and the Company will require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all of
      the
      business and/or assets of the Company and/or Parent to assume expressly and
      agree to perform this Agreement in the same manner and to the same extent that
      the Company would be required to perform it if no such succession had taken
      place.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    11.  Company
      and Parent Financial Responsibilities.

     

    (a)  Company
      Financial Responsibilities.
      The
      Company, as Executive’s employer, is the sole obligor with respect to any
      payments made under this Agreement.

    


    (b)  Parent
      Financial Responsibilities.
      Parent
      is the parent company of the Company. In that capacity , Parent unconditionally
      guarantees the payment in full of all obligations of the Company under this
      Agreement.
      

    


    12.
       Miscellaneous.

     

    (a) Language. For
      the
      avoidance of doubt, it has been agreed between the parties that this Agreement,
      as drafted in the Italian language, shall be interpreted in accordance with
      the
      Italian language; provided, however, that only Sections 10 and 11 (b) shall
      be
      interpreted in accordance with the typical meaning ascribed to those provisions
      under the English language on the basis of the English translation of this
      Agreement. In other words, if an issue of interpretation of the provisions
      in
      Section 10 and 11 shall ever arise between the parties, the English language
      and
      interpretation of those provisions shall be given preference over any contrary
      construction or interpretation under Italian language.

     

    (b)     
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      Italy. 

     

    (c)  Choice
      of Forum.
      The
      Court
      of Milan shall have exclusive jurisdiction over any disputes arising from this
      Agreement.

     

    (d)  Headings.
      The
      captions/headings of this Agreement are not part of the provisions hereof and
      shall have no force or effect. 

     

    (e)  Amendment.
      This
      Agreement may not be amended or modified other than by a written agreement
      executed by the parties hereto or their respective successors and legal
      representatives.

     

    (f)  Notices. To
      the Company and/or Parent.
      All
      notices,
      requests, consents and other communications required or permitted to be given
      hereunder
      shall be in writing and shall be carried out by overnight courier or first
      class, prepaid, registered
      or certified mail, as
      follows (or to such other address as either party shall designate by notice
      in
      writing to the other in accordance herewith):

     

    If
      to the
      Company and/or Parent, to:

     

    Foster
      Wheeler Continental Europe S.r.L.

    c/o
      Foster
      Wheeler, Inc.

    Perryville
      Corporate Park

    Clinton,
      NJ 08809-4000

    Attention:
      Executive Vice President and General Counsel

     

    To
      the Executive.
      If
      to the
      Executive, to the Executive’s principal residence as reflected in the records of
      the Company. 

     

    (g)  Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.

     

    (h)  Tax
      Withholding.
      The
      Company may withhold from any amounts payable under this Agreement such taxes
      as
      shall be required to be withheld pursuant to any
      applicable
      law or
      regulation.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (i)  No
      Waiver.
      The
      Executive’s,
      the
      Company’s or the Parent’s
      failure
      to insist upon strict compliance with any provision of this Agreement or the
      failure to assert any right the Executive,
      the
      Company or the Parent
      may have
      hereunder, shall not be deemed to be a waiver of such provision or right or
      any
      other provision or right of this Agreement.

     

    IN
      WITNESS WHEREOF,
      the
      Executive has hereunto set the Executive’s hand and, pursuant to the
      authorization from the Board, the Company
      and the
      Parent has caused this Agreement to be executed in its name on its behalf,
      all
      effective as of the day and year first above written.

     

    
      	 	 	 
	 	
              FOSTER WHEELER CONTINENTAL EUROPE
                

              S.r.L.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Umberto della Sala
	 	
              
Name:
              Umberto della Sala
	 	Title:
              Chairman and CEO


    

     

    
      	 	 	 
	 	
              FOSTER
                WHEELER LTD.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Raymond J. Milchovich
	 	
              
Name:
              Raymond J. Milchovich
	 	Title: Chairman and
              CEO


    

     

    
      	 	 	 
	
            	
            	/s/ Franco Baseotto
	 	
              
FRANCO
              BASEOTTO


    

     

    
      
        
        

      

      
        14