exv10w14






Exhibit 10.14




FIRST AMENDMENT

TO THE

EMPLOYMENT AGREEMENT

BETWEEN FOSTER WHEELER ENERGY LIMITED

AND

MICHELLE K DAVIES




     WHEREAS, Foster Wheeler Energy Limited (the “Company”) entered into an Employment Agreement
(the “Agreement”) with Michelle K Davies (the “Executive”), dated 8th August 2008; and



     WHEREAS, Foster Wheeler AG (“FWAG”) and its senior management are relocating to Switzerland
and the Executive has been named FWAG’s Acting General Counsel; and



     WHEREAS, in exchange for the valuable consideration provided by this Amendment, the Executive
has agreed to enter into an arrangement whereby she would perform her duties during the Assignment
Term (as defined below)(the “Assignment”); and



     WHEREAS, an amendment to the Agreement may be made pursuant to the written consent of the
Company and the Executive.



     NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, and in further consideration of the following mutual promises, covenants and
undertakings, the parties agree that the Agreement is amended effective as of 1st
January, 2010 by adding an addendum at the end of the Agreement, to read as follows:



ADDENDUM




     This Addendum sets forth the terms and conditions applicable during the Executive’s
performance of duties from 1st January 2010 through the earlier of (i) 31st December
2010 or (ii) date the Assignment is terminated pursuant to Section A-3 below (the “Assignment
Term”). The Assignment Term commenced on 1 January 2010. Unless and to the extent otherwise
provided in this Addendum, all Agreement terms (including the Executive’s entitlement to the
compensation and benefits described in the Agreement) shall remain in full force and effect. In
particular and for the avoidance of doubt the Company confirms that the terms and conditions of the
Agreement will remain in force save in so far as expressly provided for in this Addendum.



A-1. Location.




     During the Assignment Term, the Executive shall perform her duties primarily at the Company’s
offices in Reading, subject to reasonable travel requirements consistent with the nature of the
Executive’s duties from time to time on behalf of the Company, which reasonable requirements may
include, among other things, frequent travel to Switzerland.



 









 




A-2 Salary, Bonus, Transition Support and Allowances.




     The Company shall pay the following salary and bonus, as well as the following benefits and/or
expense reimbursements, during the Assignment Term. Such salary and bonus may be considered for
purpose of calculations under the Company’s benefit plans as appropriate under the plans and U.K.
law. For the avoidance of doubt the Company shall continue to pay the Executive during the
Assignment Term the Group 1 Company car cash allowance at the prevailing rate paid monthly with
salary (currently £14,000 per annum).



     (a) Salary. In lieu of the salary set forth in the Agreement, the Company will pay
the Executive an annual base salary of £177,500, plus an uplift of 30%, for a total annual salary
of £230,750 (such total annual salary of £230,750, the “Annual Salary”).



     (b) Annual Cash Incentive Bonus Opportunity. During the Assignment Term the on-target
discretionary incentive payment of 40% of base salary will be increased to 50% of the Annual
Salary. The actual amount of the incentive payments will be determined from time to time by the
Company and/or the Compensation Committee of Foster Wheeler AG as necessary or appropriate to
comply with company policy, applicable law, or exchange listing requirements. If the duration of
the Assignment is less than a full calendar year, the incentive payment for the relevant year will
be pro-rated between the months during the Assignment (and covered by the foregoing) and those not
during the Assignment (and covered by the Agreement).



     (c) Work Permits/Visas. The Company will assist in obtaining the proper work permits
and/or visas if necessary for the provision of services in Switzerland and reimburse the Executive
for any work permit/visa, passport and immigration expenses.



     (d) Tax Return Preparation and Counseling Services. The Company shall retain the
services of a tax consultant to counsel the Executive with respect to the tax implications of the
Assignment and to prepare the Executive’s U.K. and (if required) Switzerland tax returns as
required during or in respect of the Assignment Term.



     (e) Legal Services. The Company shall reimburse the Executive for legal fees incurred
in relation to an attorney’s review of this Addendum, up to a maximum of £3,100 & VAT.



     (f) Tax Gross-Up. To the extent that the provision of the assignment benefits and
expense reimbursements described in subsections (c) through (e) of this Section A-2 results in
taxable income to the Executive, FWEL shall pay the Executive an amount to satisfy both the
Executive’s Swiss and U.K. income tax obligation. Such payment shall be grossed-up for taxes and
made as soon as practicable after the tax liability arises but in no event later than the end of
the year following the year in which the tax is due.



     (g) Maximum Length of Assignment. For the avoidance of doubt, the maximum period of
time during which the Executive may be considered to be “on assignment” and, therefore, eligible
for assignment-related compensation and benefits, is five (5) years from the start of the
Assignment Term.



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A-3 Acceptance and Termination of Assignment.




     (a) The Executive accepts the Assignment and confirms that the offer of the Assignment and its
acceptance does not give rise to any claims at law or otherwise for breach of the Agreement.



     (b) Either party may terminate the Assignment by giving two (2) months notice in writing to
the other party.



     (c) It is agreed by both parties that unless agreed in writing by the Executive that upon
termination of this Assignment the Executive shall continue to be employed by the Company on the
terms of the Agreement.



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



FOSTER WHEELER ENERGY LIMITED




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Troy Roder
 

W. Troy Roder
	 	 	 	22 February 2010
 

Date
	 	  
	 
	 	 	 	 	 	 	 	 
	 

	 	/s/ Michelle K. Davies
 

Michelle K. Davies
	 	 	 	16 February 2010
 

Date
	 	  







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