Unassociated Document


    SUPPLEMENTAL
      EMPLOYMENT AGREEMENT

     

    THIS
      SUPPLEMENTAL EMPLOYMENT AGREEMENT
      (this
“Agreement”) dated as of November 12, 2007, is among FOSTER
      WHEELER CONTINENTAL EUROPE S.r.L.,
      an
      Italian company (the “Company”), FOSTER
      WHEELER LTD.,
      a
      Bermuda company (the “Parent”), and
      FRANCO BASEOTTO (the
      “Executive”).

     

    WHEREAS,
      the
      Executive is currently employed by the Company, and the Executive and the
      Company wish to continue their employment relationship;

     

    WHEREAS,
      Executive’s
      employment relationship with the Company is governed by Italian law, the
Contratto
      Collettivo Nazionale Dirigenti Aziende Industriali which
      is
      set to expire on December 31, 2008, and any extension thereto or successor
      contract (the “National Contract”), the pre-existing individual employment
      contract, dated May 25, 1998, and the applicable Company policies and procedures
      (the “Employment Contract”);

     

    WHEREAS,
      Executive,
      in addition to the duties and responsibilities currently carried out on behalf
      of the Company, has been elected as Executive Vie President and Chief Financial
      Officer of
      Parent
      pursuant to a Board of Directors Resolution of Parent (the “Corporate
      Position”); 

     

    WHEREAS,
      the
      Company wishes to continue Executive’s employment with Company (subject to the
      provisions of the employment relationship as defined under the second Whereas
      clause above), and to further expand Executive’s duties to include those duties
      arising from the Corporate Position; and 

     

    WHEREAS,
      the
      Company, as Executive’s employer, and Parent wish to equalize Executive’s
      compensation and benefits under the Employment Contract by providing a
      comparable employment arrangement to Executive as is generally provided to
      the
      other “Executive Officers” of the Parent, with the intent being to ultimately
      provide Executive with the benefits offered to other executive officers of
      the
      Parent where any such benefit is greater than the benefit to which the Executive
      is entitled under the Employment Contract and thereby supplement the benefits
      under the Employment Contract with respect to the Corporate
      Position.

     

    NOW
      THEREFORE, BE IT RESOLVED, accordingly,
      the Company, Parent and the Executive by executing this Agreement hereby agree
      as follows:

     

    1. Term
      of This Agreement.
      The
      term
      of this Agreement (the “Term”) shall commence on November 12, 2007 (the
“Effective Date”), and shall end on the date on which the employment
      relationship between the Executive and the Company is terminated for any
      reason.

     

    2. Additions
      to Compensation/Benefits.
      In
      addition to the compensation and benefits provided to the Executive under the
      Employment Contract, the Executive shall also be entitled to the following
      during the Term of this Agreement:

     

    2.1 Perquisites.
      During
      the Term, the Executive shall be provided by the Company with the following
      perquisites:

     

    2.1.1 home
      office equipment and associated services for business use in Executive’s homes
      not to exceed US$5,000 per year (which amount includes any applicable gross-up
      for any taxes and social security contributions to be paid by the Executive
      due
      for such payment);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.1.2 annual
      reimbursement for the reasonable fees associated with financial planning and
      income tax advice and document preparation not to exceed US$5,000 per year
      (which amount includes any applicable gross-up for any taxes and social security
      contributions to be paid by the Executive due for such payment);
      and

     

    2.1.3 reimbursement
      for a one-time cost of estate planning services, at a time selected by the
      Executive during the Term, not to exceed US$10,000 in the aggregate (which
      amount includes any applicable gross-up for any taxes and social security
      contributions to be paid by the Executive due for such payment).

     

    Notwithstanding
      anything in this Agreement to the contrary, any dollar limitation specified
      on
      any perquisite under this Section 2.1 shall be automatically adjusted upward
      each year for a 5% cost of living adjustment (which amount includes any
      applicable gross-up for any taxes and social security contributions to be paid
      by the Executive due for such adjustment).

     

    2.2 Change
      of Control.
      The
      Executive shall be covered under the Change in Control Agreement hereto attached
      to this Agreement. Any amounts and/or benefits payable, paid or provided to
      the
      Executive under such Change in Control Agreement shall be in lieu of and not
      in
      addition to amounts and/or benefits payable or provided under this Agreement.
      This Agreement is not intended to preclude benefits payable under the Change
      in
      Control Agreement should the events described therein occur.

     

    2.3 Social
      Security Contributions.
      For
      the
      avoidance of doubt, it is understood that, with respect to any payments/benefits
      under Section 2.1, the Company shall be responsible for and pay any social
      security contributions (whether the responsibility of the employer or the
      Executive under the applicable law) but, with respect to the Executive’s portion
      of any social security contributions, such amount shall only be covered up
      to
      the relevant dollar limitation imposed under each of paragraphs 2.1.1, 2.1.2
      and
      2.1.3 above.

     

    
      
        3.Termination.

      

    

     

    3.1 General
      Rule.
      Termination
      of the Executive’s employment shall be governed by Italian law and the National
      Contract, pursuant to the definitions set forth under Subsection 3.1.1 below
      and
      the specific provisions under the subsequent Subsection 3.1.2. 

     

    3.1.1 Definitions. Below
      are
      the definitions used within this Agreement and which are used within the English
      version of this Agreement pursuant to Section 8.1 below.

     

    (i) Licenziamento
      Per Giusta Causa
      as such
      term is defined under Italian law and the National Contract; in order to
      facilitate the understanding of non Italian readers, Licenziamento
      Per Giusta Causa is
      roughly equivalent to termination by the Company “For Cause”;

     

    (ii) Licenziamento
      Senza Giusta Causa
      as such
      term is defined under Italian law and the National Contract; in order to
      facilitate the understanding of non Italian readers, Licenziamento
      Senza Giusta Causa is
      roughly equivalent to termination by the Company “Without Cause”;

     

    
      
        
        

      

      
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    (iii) Licenziamento
      Ingiustificato as
      such
      term is defined under Italian law and the National Contract; in order to
      facilitate the understanding of non Italian readers, Licenziamento
      Ingiustificato is
      roughly and mainly equivalent to termination by the Company which is not
      supported by an organizational/business reason, without prejudice to any
      additional meaning established by Italian law;

     

    (iv) Licenziamento
      Giustificato as
      such
      term is defined under Italian law and the National Contract; in order to
      facilitate the understanding of non Italian readers, Licenziamento
      Giustificato is
      roughly and mainly equivalent to termination by the Company which is supported
      by an organizational/business reason, without prejudice to any additional
      meaning established by Italian law;

     

    (v) Dimissioni
      Per Giusta Causa as
      such
      term is defined under Italian law and the National Contract and supplemented
      by
      the following Section 3.1.2; in order to facilitate the understanding of non
      Italian readers, Dimissioni
      Per Giusta Causa is
      roughly equivalent to Resignation by the Executive from the Company “For Good
      Reason”;

     

    (vi) Dimissioni
      Senza Giusta Causa as
      such
      term is defined under Italian law and the National Contract; in order to
      facilitate the understanding of non Italian readers, Dimissioni
      Senza Giusta Causa is
      roughly equivalent to Resignation by the Executive from the Company “Without
      Good Reason”; and 

     

    (vii) Retribuzione
      Annua Lorda,
      for
      purposes of this Agreement and for the avoidance of doubt, is intended to mean
      roughly the same thing as base salary in the United States and more specifically
      means exclusively the fixed annual compensation of the Executive for services
      rendered as approved by the Parent’s Board of Directors, specifically excluding
      any bonus/payment/entitlement due under any Foster Wheeler short-term incentive
      plan as in place from time to time, any Foster Wheeler long-term incentive
      plan
      as in place from time to time, and any other plan of the Company, Parent or
      Foster Wheeler controlled group. By way of example, Executive’s Retribuzione
      Annua Lorda
      is
€236,600 as of August 1, 2007.

     

    3.1.2 Dimissioni
      Per Giusta Causa.
      For
      the
      sole purpose of this Agreement, “Dimissioni
      Per Giusta Causa”
shall
      have the meaning established by Italian law and the National Contract and,
      additionally, shall include the following, if they occur without the Executive’s
      consent:

     

    (i) material
      diminution in title and/or duties and/or responsibilities and/or authority
      within the Company or Parent with respect to the positions held by the
      Executive; 

     

    (ii) reduction
      of Retribuzione
      Annua Lorda
      and
      benefits, except for across-the-board changes affecting all the “Executive
      Officers” of the Company and/or Parent at the Executive’s level;

     

    (iii) exclusion
      from executive benefit/compensation plans (e.g.,
      bonuses,
      long-term incentives);

     

    
      
        
        

      

      
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    (iv) change
      of
      the Executive’s principal business location by the Company of greater than fifty
      (50) miles;

     

    (v) material
      breach of the Agreement by the Company and/or Parent that is not cured within
      thirty (30) days after the Executive has provided the Company and/or Parent
      notice of the material breach, which notice shall be given within sixty (60)
      days of the Executive’s knowledge of the occurrence of the material breach;
      or

     

    (vi) resignation
      in compliance with securities/corporate governance applicable law (such as
      the
      US Sarbanes-Oxley Act) or rules of professional conduct specifically applicable
      to such Executive.

     

    3.1.3 Definition
      of Termination Date.
      The
      date
      upon which the Executive’s employment relationship with the Company is
      terminated for any reason shall be the Executive’s “Termination Date” for all
      purposes of this Agreement.

     

    3.2 Payments
      Upon Termination with Company.
      Without
      prejudice to Section 4 of this Agreement, in case of termination of the
      employment relationship between the Company and the Executive, the Executive
      shall be entitled to the following payments:

     

    3.2.1 Entitlements
      Upon Termination by the Company Falling Under the Definition of
Licenziamento
      Per Giusta Causa
      or Dimissioni
      Senza Giusta Causa.
      Following termination of the Executive’s employment by the Company falling under
      the definition of Licenziamento
      Per Giusta Causa (as
      defined under Section 3.1.1(i) above), or resignation from the employment by
      the
      Executive falling under the definition of Dimissioni
      Senza Giusta Causa (as
      defined under Section 3.1.1(vi) above), the Company shall pay or provide to
      the
      Executive the Trattamento
      di Fine Rapporto (Severance
      Indemnity) and
      any
      other payments or benefits required and due pursuant to the Employment Contract.
      

     

    3.2.2 Entitlements
      Upon Termination Falling Under the Definition of Licenziamento
      Senza Giusta Causa, Licenziamento Ingiustificato or
      Licenziamento
      Giustificato,
      or Upon Dimissioni
      Per Giusta Causa.
      Following termination of the Executive’s employment by the Company, falling
      under the definition of Licenziamento
      Senza Giusta Causa (as
      defined under Section 3.1.1(ii) above),
      Licenziamento Ingiustificato (as
      defined under Section 3.1.1(iii) above),
      Licenziamento Giustificato
      (as
      defined under Section 3.1.1(iv) above),
      or
      resignation from the employment by the Executive falling under the definition
      of
Dimissioni
      Per Giusta Causa (as
      defined under Section 3.1.1(v) 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) the
      balance of any awarded (i.e.,
      the
      amount and payment of the specific award has been fully approved by the
      Compensation Committee of the Parent’s Board of Directors) but as yet unpaid,
      bonus and/or other incentive awards, in cash or in kind, for any calendar year
      prior to the calendar year during which the Executive’s Termination Date
      occurs;

     

    
      
        
        

      

      
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    (II) benefit
      continuation and conversion rights to which the Executive is entitled under
      the
      Company’s employee benefit plans and, in particular, Fasi coverage for two
      years, Cassa Tutela, one Medical Check-Up and life
      and
      accident insurance coverage for two years similar to the insurance coverage
      in
      force pursuant to the Employment Contract;

     

    (III) monthly
      payments, for twenty-four months after the Termination Date, of an amount equal
      to 1/12 of the sum of Retribuzione
      Annua Lorda
      plus the
      relevant Trattamento
      di Fine Rapporto
      (Severance Indemnity) accrual; 

     

    (IV) payment
      of the following amounts:

     

    (1) for
      the
      calendar year that includes the Executive’s Termination Date, an amount equal to
      the Executive’s Bonus Opportunity (defined as the short-term incentive target
      percentage opportunity) for such calendar year, multiplied
      by
      the
      Executive’s Retribuzione
      Annua Lorda
      in
      effect on his Termination Date multiplied
      by the
      multiplier for Parent’s Corporate Center approved by the Parent’s Compensation
      Committee for such calendar year plus an additional amount equal to the
      relevant Trattamento di Fine Rapporto (Severance Indemnity) accrual that would
      have been made if such Executive’s employment had not been
      terminated;
      and

     

    (2) for
      the
      calendar year immediately following the calendar year that includes the
      Executive’s Termination Date, an amount equal to the Executive’s Bonus
      Opportunity for the calendar year that included the Executive’s Termination Date
multiplied
      by the
      Executive’s Retribuzione
      Annua Lorda
      in
      effect on his Termination Date plus an additional amount equal to the
      relevant Trattamento di Fine Rapporto (Severance Indemnity) accrual that would
      have been made if such Executive’s employment had not been
      terminated.
      

     

    For
      the
      purpose of calculating the amounts under clauses (1) and (2) immediately above,
      it is understood that the Executive’s Bonus Opportunity has, prior to the
      execution of this Agreement, been agreed to be 60% as of August 1, 2007 and
      increased to 75% as of July 1, 2008. With respect to both relevant calendar
      years for purposes of clauses (1) and (2) immediately above, such annual cash
      incentive payments shall be payable at the time that the Company pays annual
      cash incentive payments to other recipients of such payments;

     

    (3) the
      amount corresponding to two years of INPS and PREVINDAI social security
      contributions to be calculated on the basis of the Retribuzione
      Annua Lorda
      in
      effect on his Termination Date;

     

    (V) except
      as
      prohibited by law, removal of transfer and any other restrictions related to
      the
      full availability of all shares of capital stock of the Parent registered in
      the
      Executive’s name and /or granted to the Executive but not yet
      vested;

     

    (VI) full
      vesting of all vested and unvested stock options to purchase shares of capital
      stock of the Parent;

     

    
      
        
        

      

      
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    (VII) executive
      level career transition assistance services by a firm selected by the Executive
      and approved by the Company in an amount not to exceed US$8,000 in the aggregate
      (which amount includes any applicable gross-up for any income taxes due for
      such
      payment); notwithstanding anything in this Agreement to the contrary, any dollar
      limitation specified under this subclause (VII) shall be automatically adjusted
      upward each year for a 5% cost of living adjustment (which adjustment equally
      includes any applicable gross-up for any income taxes
      due
      for such adjustment);

     

    For
      the
      avoidance of doubt, it is understood that, with respect to any payments/benefits
      under Clauses (I) through (VII) immediately above, the Executive shall pay
      any
      social security contributions that are typically 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 typically
      the
      responsibility of the employer under the applicable law.

     

    3.2.3  Executive
      Acknowledgements Regarding Entitlements Under Subsection
      3.2.2(ii)(B).
      Should
      the Executive choose the package under Section 3.2.2(ii)(B) above, the Executive
      fully acknowledges and agrees that:

     

    (i) the
      entitlements under Subsection 3.2.2(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 contributions to be borne by the Company with respect to
      such amount);

     

    (ii) the
      entitlements under Subsection 3.2.2(ii)(B) above shall be in full satisfaction
      of any possible claim of the Executive related to the termination of the
      employment relationship, save for Trattamento
      di Fine Rapporto
      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 Subsection 3.2.2(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 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, expressly gives his consent to such formalization and to appear
      before the appropriate authorities upon the Company’s request. In such
      situation, the Company shall provide a form of settlement agreement that the
      Executive shall execute before the Italian authorities (including Direzione
      Provinciale del Lavoro
      or
      Executive’s Union Associations, at the Company’s choice). It is intended by the
      parties to mutually agree upon the terms of the settlement agreement when and
      if
      it is ever necessary to enter into such settlement agreement and to enter into
      it in good faith and within a short period of time to accomplish the objective
      of this paragraph (iii); and

     

    
      
        
        

      

      
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    (iv) for
      the
      avoidance of doubt, the intent of this Section 3.2.3 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 

     

    (B) has
      an
      exclusive choice of receiving either the benefits under Section 3.2.2(ii)(A)
      or
      the benefits under Section 3.2.2(ii)(B), but not both. 

     

    
      
        4.
          Protection
          of Confidential Information; Non-Competition and
          Non-Solicitation.

      

    

     

    4.1 Confidential
      Information.
      The
      Executive acknowledges that the Executive’s services will be unique, that they
      will involve the development of Parent and Company-subsidized relationships
      with
      key customers, suppliers, and service providers as well as with key employees
      of
      Parent and Company and that the Executive’s work for Parent and the Company will
      give the Executive access to highly confidential information not available
      to
      the public or competitors, including trade secrets and confidential marketing,
      sales, product development and other data and information which it would be
      impracticable for Parent and/or the Company to effectively protect and preserve
      in the absence of this Section 4 and the disclosure or misappropriation of
      which could materially adversely affect Parent and the Company. Accordingly,
      the
      Executive agrees:

     

    4.1.1 except
      for the purpose of performing the Executive’s duties or in case of information
      which is or will become known to the public, not at any time, whether before,
      during or after the Executive’s employment with the Company, to divulge to any
      other entity or person any confidential information acquired by the Executive
      concerning Parent’s, the Company’s or its and their subsidiaries’ or affiliates’
financial affairs or business processes or methods or its and their research,
      development or marketing programs or plans, or any other of its or their trade
      secrets. The foregoing prohibitions shall include, without limitation, directly
      or indirectly publishing (or causing, participating in, assisting or providing
      any statement, opinion or information in connection with the publication of)
      any
      diary, memoir, letter, story, photograph, interview, article, essay, account
      or
      description (whether fictionalized or not) concerning any of the foregoing,
      publication being deemed to include any presentation or reproduction of any
      written, verbal or visual material in any communication medium, including any
      book, magazine, newspaper, theatrical production or movie, or television or
      radio programming or commercial. In the event that the Executive is requested
      or
      required to make disclosure of information subject to this Section 4.1.1
      under any court order then, except as prohibited by law, the Executive will
      promptly notify Parent and the Company, take all reasonable steps, except as
      prohibited by law, requested by Parent and the Company to defend against the
      compulsory disclosure and permit Parent and/or the Company to control with
      counsel of its choice any proceeding relating to the compulsory disclosure.
      The
      Executive acknowledges that all information, the disclosure of which is
      prohibited by this section, is of a confidential and proprietary character
      and
      of great value to Parent, the Company and its and their subsidiaries and
      affiliates;

     

    4.1.2 to
      deliver promptly to the Company on termination of the Executive’s employment
      with the Company, or at any time that Parent or the Company may so request,
      all
      confidential memoranda, notes, records, reports, manuals, drawings, software,
      electronic/digital media records, blueprints and other documents (and all copies
      thereof) relating to Parent’s and the Company’s (and its and their subsidiaries’
and affiliates’) business and all property associated therewith, which the
      Executive may then possess or have under the Executive’s control.

     

    
      
        
        

      

      
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    4.2 Company
      Protections.
      In
      consideration of the Parent’s and Company’s entering into this Agreement, the
      Executive agrees that at all times during the Term and thereafter for the time
      period described hereinbelow, the Executive shall not, directly or indirectly,
      for Executive or on behalf of or in conjunction with, any other person, company,
      partnership, corporation, business, group, or other entity (each, a
“Person”):

     

    4.2.1 Non-Competition:
      until
      the
      first anniversary of the Termination Date, given the Company’s and Parent’s
      global operations and Executive’s position with respect thereto, engage in any
      activity for or on behalf of a Competitor, as director, employee, shareholder
      (excluding any such share holding by the Executive of no more than five percent
      (5%) of the shares of common stock of a publicly traded company), consultant
      or
      otherwise, which is the same as or similar to activity in which Executive
      engaged at any time during the last two (2) years of employment by the Company;
      notwithstanding the foregoing, although the intent of the parties is to have
      a
      global, worldwide noncompete, solely in the event a court holds that the
      foregoing global noncompete is unenforceable due to its scope, the Executive
      voluntarily agrees to be subject to a revised noncompete which instead covers
      any activity which is the same as or similar to activity in which Executive
      engaged at any time during the last two (2) years of employment by the Company
      within the territory of the European Union, Saudi Arabia and Singapore;


     

    4.2.2 Non-Solicitation:
      until
      the
      second anniversary of the Termination Date:

     

    (i) Of
      Employees:
      call
      upon
      any Person who is, at such Termination Date, engaged in activity on behalf
      of
      Parent, the Company or any subsidiary or affiliate of Parent or the Company
      for
      the purpose or with the intent of enticing such Person to cease such activity
      on
      behalf of Parent, the Company or such subsidiary or affiliate; or

     

    (ii) Of
      Customers:
      solicit,
      induce, or attempt to induce any customer of Parent or the Company to cease
      doing business in whole or in part with or through Parent, the Company or a
      subsidiary or affiliate, or to do business with any Competitor.

     

    For
      purposes of this Agreement, “Competitor” means a person or entity who or which
      is engaged in a material line of business conducted by Parent or the Company.
      For purposes of this Agreement, “a material line of business conducted by Parent
      or the Company” means an activity of Parent or the Company generating gross
      revenues to Parent or the Company of more than twenty-five million dollars
      (US$25,000,000) in the immediately preceding fiscal year of Parent or the
      Company.

     

    4.2.3 Consideration
      for Entering into the Non-Compete and Non-Solicitation.
      As
      consideration for agreeing to the restrictive covenants set forth in Sections
      4.2.1 and 4.2.2 above (the “Consideration”), the Company agrees to pay the
      Executive, the following:

     

    (i) a
      payment
      equal to 30% of Executive’s Retribuzione
      Annua Lorda in
      effect
      as of Executive’s Termination Date, to be made on the first day of the month
      immediately following the month which includes Executive’s Termination Date (or
      within ten (10) days thereof); and

     

    
      
        
        

      

      
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    (ii) another
      payment equal to 10% of Executive’s Retribuzione
      Annua Lorda
      in
      effect as of Executive’s Termination Date to be paid on the one-year anniversary
      of the payment date under paragraph (i) immediately above.

     

    It
      is
      understood that the payments under this Section 4.2.3 are in addition to, and
      not in lieu of, any other payments due to the Executive under this Agreement.
      Notwithstanding the foregoing, the Company shall not be required to make any
      payments hereunder if the Executive commits a breach or threatens to breach
      any
      of the provisions of Section 4.2.1 or 4.2.2 hereof.

     

    4.3 Remedies.

     

    4.3.1 Injunctive
      Relief.
      If
      the
      Executive commits a breach of or threatens to breach any of the provisions
      of
      Section 4.2.1 or 4.2.2 hereof, Parent and the Company shall have the right
      and remedy to have the provisions of this Agreement specifically enforced by
      injunction or otherwise by any court having jurisdiction, it being acknowledged
      and agreed that any such breach will cause irreparable injury to Parent and/or
      the Company in addition to money damage and that money damages alone will not
      provide a complete or adequate remedy to Parent and the Company. It being
      further agreed that such right and remedy shall be in addition to, and not
      in
      lieu of, any other rights and remedies available to Parent and the Company
      under
      law or in equity.

     

    4.3.2 Monetary
      Penalty.
      The
      Executive acknowledges and agrees that, if he commits a breach of or threatens
      to breach any of the provisions of Subsection 4.2.1 or 4.2.2 above, Parent
      and/or the Company shall be entitled to obtain the immediate restitution of
      the
      Consideration already paid, if any, as well as payment, by way of penalty,
      of an
      amount of four (4) times the Consideration set forth under Subsection 4.2.3
      for
      each and every breach, without prejudice to claim additional damages, if
      any.

     

    4.4 Severability.
      If any
      of the covenants contained in Sections 4.1, 4.2 or 4.3, or any part
      thereof, hereafter are construed to be invalid or unenforceable, the same shall
      not affect the remainder of the covenant or covenants, which shall be given
      full
      effect, without regard to the invalid portions.

     

    4.5 Choice
      of Forum and Modification by Court.
      Notwithstanding the provisions of Section 8.3 only, with specific respect to
      any
      of the covenants contained in Article 4, or any part thereof, it is agreed
      that
      any court anywhere in the world has jurisdiction to hear those particular
      issues. If any of the covenants contained in Article 4 are held to be
      unenforceable, the parties agree that the court making such determination shall
      have the power to revise or modify such provision to make it enforceable to
      the
      maximum extent permitted by applicable law and, in its revised or modified
      form,
      said provision shall then be enforceable. 

     

    4.6 Modification
      by One Court Not to Affect Covenants in Another Country.
      The
      parties hereto intend to and hereby confer jurisdiction only to enforce the
      specific covenants contained in Article 4 upon the courts of any country within
      the geographical scope of such covenants. In the event that the courts of any
      one or more of such countries hold such covenants wholly unenforceable by reason
      of the breadth of such covenants or otherwise, it is the intention of the
      parties’ hereto that such determination not bar or in any way affect the
      Company’s right to the relief provided above in the courts of any other
      countries within the geographical scope of such covenants as to breaches of
      such
      covenants in such other respective jurisdictions, the above covenants as they
      relate to each country being for this purpose severable into diverse and
      independent covenants.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        5.Intellectual
          Property.

      

    

     

    5.1 Company’s
      Rights.
      Notwithstanding
      and without limiting the provisions of Section 4, the Company shall be the
      sole owner of all the products and proceeds of the Executive’s services
      hereunder, including, but not limited to, all materials, ideas, concepts,
      formats, suggestions, developments, arrangements, packages, programs and other
      intellectual properties that the Executive may acquire, obtain, develop or
      create in connection with or during the Term, free and clear of any claims
      by
      the Executive (or anyone claiming under the Executive) of any kind or character
      whatsoever (other than the Executive’s right to receive payments hereunder). The
      Executive shall, at the request of the Company, execute such assignments,
      certificates or other instruments as the Company may from time to time deem
      necessary or desirable to evidence, establish, maintain, perfect, protect,
      enforce or defend its right, title or interest in or to any such
      properties.

     

    6. Indemnification.
       

     

    6.1 Executive
      Indemnification.
      In
      addition to any rights to indemnification to which the Executive is entitled
      under the Parent’s charter and bye-laws, to the extent permitted by applicable
      law, the Parent will indemnify, from the assets of the Parent supplemented
      by
      insurance in an amount determined by the Parent, the Executive at all times,
      during and after the Term, and, to the maximum extent permitted by applicable
      law, shall pay the Executive’s expenses (including reasonable attorneys’ fees
      and expenses, which shall be paid in advance by the Parent and/or Company as
      incurred, subject to recoupment in accordance with applicable law) in connection
      with any threatened or actual action, suit or proceeding to which the Executive
      may be made a party, brought by any shareholder of the Parent directly or
      derivatively or by any third party by reason of any act or omission or alleged
      act or omission in relation to any affairs of the Parent or any subsidiary
      or
      affiliate of the Parent of the Executive as an officer, director or employee
      of
      the Parent or of any subsidiary or affiliate of the Parent. The Parent shall
      use
      its best efforts to maintain during the Term and thereafter insurance coverage
      sufficient in the determination of the Parent to satisfy any indemnification
      obligation of the Parent arising under this Section 6.

     

    7. Notices.

     

    7.1 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 by 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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8. General.

     

    8.1 Language: This
      Agreement shall be interpreted in accordance with the Italian Language, provided
      however that Article 4 and 10.2 shall be interpreted in accordance with the
      typical meaning ascribed to those provisions under the English language in
      accordance with the English translation of this Agreement. In other words,
      if an
      issue of interpretation of the provisions in Article 4 and 10.2 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.
      

     

    8.2 Choice
      of Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of Italy.

     

    8.3 Choice
      of Forum.
      Except
      as
      otherwise provided in Article 4, the Court of Milan shall have exclusive
      jurisdiction over any dispute arising from this Agreement.

     

    8.4
       Headings.
      The
      Section headings contained herein are for reference purposes only and shall
      not in any way affect the meaning or interpretation of this
      Agreement.

     

    8.5 Assignability.

     

    8.5.1 Nonassignability
      by Executive.
      This
      Agreement, and the Executive’s rights and obligations hereunder, may not be
      assigned by the Executive, nor may the Executive pledge, encumber or anticipate
      any payments or benefits due hereunder, by operation of law or
      otherwise.

     

    8.5.2 Assignability
      by Company.
      Subject
      to any mandatory provisions set forth by Italian law, the Company may assign
      its
      rights, together with its obligations,:

     

    (i) to
      any
      affiliate; or

     

    (ii) to
      a
      third party in connection with any sale, transfer or other disposition of all
      or
      substantially all of any business to which the Executive’s services are then
      principally devoted; provided,
      however,
      that no
      assignment pursuant to this paragraph shall relieve the Company and Parent
      from
      its obligations hereunder to the extent the same are not timely discharged
      by
      such assignee.

     

    8.6 Survival.
      The
      respective rights and obligations of the parties hereunder, specifically and
      expressly with respect to Section 4 of this Agreement, shall survive any
      termination of this Agreement or the Term to the extent necessary to the
      intended preservation of such rights and obligations.

     

    8.7 Amendment.
      This
      Agreement may be amended, modified, superseded, canceled, renewed or extended
      and the terms or covenants hereof may be waived, only by a written instrument
      executed by all of the parties hereto, or in the case of a waiver, by the party
      waiving compliance. The failure of any party at any time or times to require
      performance of any provision hereof shall in no manner affect the right at
      a
      later time to enforce the same. No waiver by either party of the breach of
      any
      term or covenant contained in this Agreement, whether by conduct or otherwise,
      in any one or more instances, shall be deemed to be, or construed as, a further
      or continuing waiver of any such breach, or a waiver of the breach of any other
      term or covenant contained in this Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    8.8 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      he
      deemed to be an original but all of which together will constitute one and
      the
      same instrument.

     

    8.9 Acknowledgement
      of Ability to Have Counsel Review.
      The
      parties acknowledge that this Agreement is the result of arm’s-length
      negotiations between sophisticated parties each afforded the opportunity to
      utilize representation by legal counsel. Each and every provision of this
      Agreement shall be construed as though all parties participated equally in
      the
      drafting of same, and any rule of construction that a document shall be
      construed against the drafting party shall not be applicable to this
      Agreement.

     

    9. US
      Code Section 409A Legal Requirement.

     

    9.1 Reason
      for Section 9.
      While
      the
      parties do not presently contemplate that this Section 9 will apply to
      Executive, in the event that it may ever apply in the future, this Section
      9 is
      designed to protect Executive from negative U.S. income tax
      consequences.

     

    9.2 Six
      Month Delay in Payment.
      Notwithstanding
      anything to the contrary in this Agreement, if the Executive participates in
      any
      nonqualified deferred compensation arrangement which is subject to Section
      409A
      of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and during
      such participation Executive constitutes a “specified employee” as defined and
      applied in Code Section 409A as of his Termination Date, any payments which
      are
      immediately due under this Agreement upon termination of employment which are
      required to be delayed under Code Section 409A and its regulatory guidance
      may
      not commence to Executive until the first day following the sixth month
      anniversary of Executive’s Termination Date; provided, however, that any
      payments delayed during this six-month period shall be paid in the aggregate
      as
      soon as administratively practicable following the sixth month anniversary
      of
      the Executive’s Termination Date. Notwithstanding the foregoing, in the event
      that the Executive would challenge such payment delay in an Italian Court,
      Company agrees to abide by the original payment schedule but Executive shall
      be
      responsible for any taxes and penalties due as required under Code Section
      409A.

     

    10. Company
      and Parent Financial Responsibilities.

     

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

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date 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


    

     

    
      
        
        

      

      
        13