3. **Compensation; Benefits.**          3.1 **Salary****.**As compensation for all services to be rendered pursuant to thisAgreement, the Company agrees to pay to the Executive during the Term a base salary at the initialannual rate of Two Hundred Seventy-Five Thousand Dollars ($275,000) (the “Base Salary”). On eachanniversary of the Effective Date or such other appropriate date during each year of the Term whenthe salaries of executives at the Executive’s level are normally reviewed, the Company shall reviewthe Base Salary and determine if, and by how much, the Base Salary should be increased *provided,however,*the Base Salary under this Agreement, including as subsequently adjusted upwards, may notbe decreased thereafter without the written consent of Executive, except for across-the-boardchanges for executives at the Executive’s level. All payments of Base Salary or other compensationhereunder shall be less such deductions or withholdings as are required by applicable law andregulations.          3.2 **Bonus****.**The Executive shall be eligible to participate, as determined by theCompany in the Company’s annual incentive program as in effect from time to time for executives atthe Executive’s level. The Executive shall be eligible for an annual incentive bonus at a targetopportunity of forty percent (40%) of Base Salary (up to a maximum opportunity of eighty percent(80%) of Base Salary) based upon the achievement of certain business unit objectives established inadvance by the Company (the “Annual Bonus”). The actual amount of any Annual Bonus shall bedetermined by and in accordance with the terms of the Company’s annual incentive program as ineffect from time to time and the Executive shall have no absolute right to an Annual Bonus in anyyear.          3.3 **Equity Awards****.**The Executive shall be eligible for annual equity awards, asdetermined by the Company, under the Company’s equity award plan covering executives at theExecutive’s level, as in effect from time to time.          3.4 **Other Plans and Programs****.**During the Term, the Executive shall be entitled toparticipate in those defined benefit, defined contribution, group insurance, medical, dental,disability and other benefit plans, vacation programs, automobile allowance programs, and businessexpense reimbursement programs of the Company as from time to time in effect for those at theExecutive’s level.     4. **Termination.**          4.1 **Termination Events****.**               4.1.1 The Executive’s employment and the Term shall terminate immediately upon the occurrenceof any of the following:                    (i) **Death**: the death of the Executive;                    (ii) **Disability**: the physical or mental disability of the Executive, whether totallyor partially, such that with or without reasonable accommodation the Executive is unable to performthe Executive’s material duties, for a period of not less than one hundred and eighty (180)consecutive days; or                    (iii) **For Cause By the Company**: notice of termination for “Cause.” As used herein,“Cause” means (A) conviction of a felony; (B) actual or attempted theft or embezzlement of Companyassets; (C) use of illegal drugs; (D) material breach of the Agreement that the Executive has notcured within thirty (30) days after the Company has provided the Executive notice of
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the material breach which shall be given within sixty (60) days of the Company’s knowledge ofthe occurrence of the material breach; (E) commission of an act of moral turpitude that in thejudgment of the Company’s Board of Directors can reasonably be expected to have an adverse effecton the business, reputation or financial situation of the Company and/or the ability of theExecutive to perform the Executive’s duties; (F) gross negligence or willful misconduct inperformance of the Executive’s duties; (G) breach of fiduciary duty to the Company; (H) willfulrefusal to perform the duties of Executive’s titled position; or (I) a material violation of theFoster Wheeler Code of Business Conduct and Ethics.               4.1.2 **For Good Reason By the Executive**: The Executive may immediately resign theExecutive’s position for Good Reason and, in such event, the Term shall terminate. As used herein,“Good Reason” means a material negative change in the employment relationship without theExecutive’s consent, as evidenced by the occurrence of any of the following: (i) reduction of BaseSalary and benefits except for across-the-board changes for executives at the Executive’s level;(ii) exclusion from executive benefit/compensation plans; (iii) relocation of the Executive’sprincipal business location by the Company of greater than fifty (50) miles; (iv) material breachof the Agreement by the Company; or (v) resignation in compliance with securities/corporategovernance applicable law (such as the US Sarbanes-Oxley Act) or rules of professional conductspecifically applicable to such Executive. For each event described above in this Section 4.1.2,the Executive must notify the Company within ninety (90) days of the occurrence of the event andthe Company shall have thirty (30) days after receiving such notice in which to cure.               4.1.3 **Without Cause By the Company**: The Company may terminate the Executive’semployment thirty (30) days following notice of termination without Cause given by the Company and,in such event, the Term shall terminate. During such thirty (30) day notice period, the Companymay require that the Executive cease performing some or all of the Executive’s duties and/or not bepresent at the Company’s offices and/or other facilities.               4.1.4 **Without Good Reason By the Executive**: The Executive may voluntarily resign theExecutive’s position effective thirty (30) days following notice to the Company of the Executive’sintent to voluntarily resign without Good Reason and, in such event, the Term shall terminate.During such thirty (30) day notice period, the Company may require that the Executive ceaseperforming some or all of the Executive’s duties and/or not be present at the Company’s officesand/or other facilities.               4.1.5 **Definition of Termination Date**. The date upon which Executive’s employment andthe Term terminate pursuant to this Section 4.1 shall be the Executive’s “Termination Date” for allpurposes of this Agreement.          4.2 **Payments Upon a Termination Event****.**               4.2.1 **Entitlements Upon Termination For Any Reason**. Following any termination of theExecutive’s employment, the Company shall pay or provide to the Executive, or the Executive’sestate or beneficiary, as the case may be, (i) Base Salary earned through the Termination Date;(ii) the balance of any awarded (*i.e.*, the amount and payment of the specific award has been fullyapproved by the Company, including, where applicable, approval by Compensation Committee of FosterWheeler Ltd.’s Board of Directors) but as yet unpaid, annual cash incentive or other incentiveawards for any calendar year prior to the calendar year during which the Executive’s TerminationDate occurs *provided, however,*if the Executive’s employment is terminated by the Company forCause, such incentive award, even if awarded, shall be immediately forfeited if permitted under thelaw of the State in which the Executive resides; (iii) a payment representing the Executive’saccrued but unused vacation;(iv) any vested, but not forfeited benefits on the Termination Date under the Company’semployee benefit
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plans in accordance with the terms of such plans; and (v) benefit continuation andconversion rights to which the Executive is entitled under the Company’s employee benefit plans.               4.2.2 **Payments Upon Involuntary Termination by the Company Without Cause or VoluntaryTermination of the Executive with Good Reason**. Following a termination by the Company withoutCause or by the Executive for Good Reason, the Company shall pay or provide to the Executive inaddition to the payments and benefits in Section 4.2.1 above:                    (i) Base Salary at the rate in effect on the Termination Date and continuing for twelve (12)months thereafter, payable at the same intervals at which active employees at the Executive’s levelare paid;                    (ii) an amount equal to one hundred percent (100%) of the Executive’s annual cash incentivepayment at target, payable once in a lump sum at the same time that the Company pays annual cashincentives to its active employees pursuant to its then current annual incentive program;                    (iii) twelve (12) months of continued health and welfare benefit plan coverage following theTermination Date (excluding any additional vacation accrual or sick leave) at active employeelevels, if and to the extent the Executive was participating in any such plans on the TerminationDate, provided that the Executive remits monthly premiums for the full cost of any health benefits;                    (iv) executive level career transition assistance services by a firm selected by the Executiveand approved by the Company in an amount not to exceed $8,000.00 in the aggregate (which amountincludes any applicable gross-up for any taxes due for such payment); and                    (v) a cash payment each month during the twelve (12) month period following the TerminationDate equal to the full monthly premium for the health benefits described in clause (iii) aboveminus the active employee cost of such coverage, such full monthly premium to be grossed-up by theCompany for any applicable income taxes.Notwithstanding any other provision of this Agreement, as consideration for the pay and benefitsthat the Company shall provide the Executive pursuant to this Section 4.2.2, the Executive shallprovide the Company an enforceable waiver and release agreement in a form that the Company normallyrequires.          4.3 **Change of Control****.**               4.3.1 **Definitions**.                    (i) **Affiliated Company****.**For purposes of this Agreement, “Affiliated Company” meansany company, directly or indirectly, controlled by, controlling or under common control with theCompany.                    (ii) **Change of Control****.**For the purpose of this Agreement, a “Change of Control”shall mean:                         (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”)of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of voting securities of the Company where such acquisitioncauses
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such Person to own 20% or more of the combined voting power of the then outstanding votingsecurities of the Company entitled to vote generally in the election of directors (the “OutstandingCompany Voting Securities”), *provided, however*, that for purposes of this subparagraph (A), thefollowing acquisitions shall not be deemed to result in a Change of Control: (I) any acquisitiondirectly from the Company or any corporation or other legal entity controlled, directly orindirectly, by the Company, (II) any acquisition by the Company or any corporation or other legalentity controlled, directly or indirectly, by the Company, (III) any acquisition by any employeebenefit plan (or related trust) sponsored or maintained by the Company or any corporation or otherlegal entity controlled, directly or indirectly, by the Company or (IV) any acquisition by anycorporation pursuant to a transaction that complies with clauses (I), (II) and (III) ofsubparagraph (C) below; and *provided, further,*that if any Person’s beneficial ownership of theOutstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction describedin clauses (I) or (II) above, and such Person subsequently acquires beneficial ownership ofadditional voting securities of the Company, such subsequent acquisition shall be treated as anacquisition that causes such Person to own 20% or more of the Outstanding Company VotingSecurities; 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, ornomination for election by the Company’s shareholders, was approved by a vote of at least amajority of the directors then comprising the Incumbent Board shall be considered as though suchindividual were a member of the Incumbent Board, but excluding, for this purpose, any suchindividual whose initial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Person other than the Board; or                         (C) The approval by the shareholders of the Company of a reorganization, merger orconsolidation or sale or other disposition of all or substantially all of the assets of the Company(“Business Combination”) or, if consummation of such Business Combination is subject, at the timeof such approval by shareholders, to the consent of any government or governmental agency, theobtaining 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 andentities who were the beneficial owners of the Outstanding Company Voting Securities immediatelyprior 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 thenoutstanding voting securities entitled to vote generally in the election of directors, as the casemay be, of the corporation resulting from such Business Combination (including, without limitation,a corporation that as a result of such transaction owns the Company or all or substantially all ofthe Company’s assets either directly or through one or more subsidiaries) in substantially the sameproportions as their ownership, immediately prior to such Business Combination of the OutstandingCompany Voting Securities, (II) no Person (excluding any (1) corporation owned, directly orindirectly, by the beneficial owners of the Outstanding Company Voting Securities as described insubclause (I) immediately preceding, or (2) employee benefit plan (or related trust) of the Companyor such corporation resulting from such Business Combination, or any of their respectivesubsidiaries) beneficially owns, directly or indirectly, 20% or more of, respectively, the thenoutstanding shares of common stock of the corporation resulting from such Business Combination orthe combined voting power of the then outstanding voting securities of such corporation except tothe extent that such ownership existed prior to the Business Combination and (III) at least amajority of the members of the board of directors of the corporation resulting from such BusinessCombination were members of the Incumbent Board at the time of theexecution of the initial agreement, or of the action of the Board, providing for such BusinessCombination; or
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                         (D) approval by the shareholders of the Company of a complete liquidation or dissolution ofthe Company.                    (iii) **Change of Control Period****.**For purposes of this Agreement, the “Change ofControl Period” shall mean the period commencing on the date of a Change of Control and ending onthe twenty-fourth-month anniversary of such date.                    (iv) **Start Date****.**For purposes of this Agreement, “Start Date” shall mean the firstdate of the Change of Control Period. Anything in this Agreement to the contrary notwithstanding,if a Change of Control occurs and if the Executive’s employment with the Company is terminatedprior to the date on which the Change of Control occurs, and if it is reasonably demonstrated bythe Executive that such termination of employment (A) was at the request of a third party who hastaken steps reasonably calculated to effect a Change of Control or (B) otherwise arose inconnection with or anticipation of a Change of Control, then for all purposes of this Agreement the“Start Date” shall mean the date immediately prior to the Termination Date.               4.3.2 **Obligations of the Company upon Executive’s Voluntary Termination with Good Reasonor the Company’s Involuntary Termination of Executive Without Cause (Other Than for Death orDisability) During Change of Control Period****.**If, during the Change of Control Period, theCompany terminates the Executive’s employment without Cause (other than for death or Disability) orthe Executive terminates his employment for Good Reason, the Company shall pay or provide to theExecutive the following:                    (i) **Accrued Obligations****.**The sum of (I) the Executive’s Annual Base Salary throughthe Termination Date to the extent not theretofore paid, and (II) any compensation previouslydeferred by the Executive (together with any accrued interest or earnings thereon) and any accruedvacation pay, in each case, to the extent not theretofore paid (the sum of the amounts described insubclauses (I) and (II), the “Accrued Obligations”), all in a lump sum in cash within 30 daysfollowing the Termination Date; and                    (ii) **Base Salary**. Base Salary at the rate in effect on the Termination Date andcontinuing for two (2) years thereafter, payable at the same intervals at which active employeesat the Executive’s level are paid;                    (iii) **Bonus**. Two (2) payments, each in an amount equal to one hundred percent (100%)of the Executive’s annual cash incentive payment at target, one (1) of each such payments beingpayable in each of the two (2) years following the Termination Date at the same time that theCompany pays annual cash incentives to its active employees pursuant to its then current annualincentive program;                    (iv) **Medical Coverage****.**For two (2) years after the Executive’s Termination Date, orsuch longer period as may be provided by the terms of the appropriate health or welfare plan,program, practice or policy, the Company shall continue benefits to the Executive and/or theExecutive’s family at least equal to those which would have been provided to them in accordancewith the health or welfare plans, programs, practices and policies if the Executive’s employmenthad not been terminated or, if more favorable to the Executive, and to the extent he otherwise isor becomes eligible therefor, as in effect generally at any time thereafter with respect to othersimilarly situated peer executives of the Company and the Affiliated Companies and their families;*provided*, *however*, that the Executive remits monthly premiums for the full cost of any healthbenefits; and *provided further*that if the Executive becomes reemployed with another employer andis eligible to receive health or welfare benefitsunder another employer provided plan, the healthand welfare benefits
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described herein shall be secondary to those provided under such other planduring such applicable period of eligibility. For purposes of determining eligibility (but not thetime 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 untilthe second anniversary of the Termination Date and to have retired on such second anniversary;                    (v) **Medical Payments****.**The Company shall make a cash payment each month during thetwo-year period commencing after the Executive’s Termination Date, equal to the full monthlypremium for the health benefits described in Section 4.3.2(iv) above minus the active employee costof such coverage, such full monthly premium to be grossed-up for any applicable income taxes;                    (vi) **Outplacement Services****.**The Company shall, at its sole expense as incurred, in anamount not to exceed $8,000.00 in the aggregate (which amount includes any applicable gross-up forany taxes, other than Excise Taxes as defined in Section 4.3.6 below, due for such payment),provide the Executive with outplacement services the scope and provider of which shall be selectedby the Executive in the Executive’s sole discretion; and                    (vii) **Other Benefits****.**To the extent not theretofore paid or provided, the Companyshall timely pay or provide to the Executive any other amounts or benefits required to be paid orprovided or which the Executive is eligible to receive under any plan, program, policy or practiceor contract or agreement of the Company and the Affiliated Companies (such other amounts andbenefits shall be hereinafter referred to as the “Other Benefits”).               4.3.3 **Obligations of the Company upon Executive’s Death****.**If the Executive’semployment is terminated by reason of the Executive’s death during the Change of Control Period,the Company shall provide the Executive’s estate or beneficiaries with the Accrued Obligations andthe timely payment or delivery of the Other Benefits, and shall have no other severance obligationsunder this Agreement. The Accrued Obligations shall be paid to the Executive’s estate orbeneficiary, as applicable, in a lump sum in cash within 30 days of the Termination Date. Withrespect to the provision of Other Benefits, the term “Other Benefits” as utilized in thisSubsection 4.3.3 shall include, without limitation, and the Executive’s estate and/or beneficiariesshall be entitled to receive, benefits at least equal to the most favorable benefits provided bythe Company and the Affiliated Companies to the estates and beneficiaries of similarly situatedpeer executives of the Company and the Affiliated Companies under such plans, programs, practicesand policies relating to death benefits, if any, as in effect with respect to other similarlysituated peer executives and their beneficiaries at any time during the 120-day period immediatelypreceding the Start Date or, if more favorable to the Executive’s estate and/or the Executive’sbeneficiaries, as in effect on the date of the Executive’s death with respect to other similarlysituated peer executives of the Company and the Affiliated Companies and their beneficiaries.               4.3.4 **Obligations of the Company upon Executive’s Disability****.**If the Executive’semployment is terminated by reason of the Executive’s disability during the Change of ControlPeriod, the Company shall provide the Executive with the Accrued Obligations and the timely paymentor delivery of the Other Benefits, and shall have no other severance obligations under thisAgreement. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30days of the Termination Date. With respect to the provision of Other Benefits, the term “OtherBenefits” as utilized in this Subsection 4.3.4 shall include, and the Executive shall be entitledafter the disability start date to receive, disability and other benefits at least equal to themost favorable of those generallyprovided by the Company and the Affiliated Companies to similarly situated disabled executivesand/or their families in accordance with such plans, programs, practices and policies relating todisability, if any, as in effect generally with respect to other similarly situated peer executivesand their families at any time
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during the 120-day period immediately preceding the Start Date or,if more favorable to the Executive and/or the Executive’s family, as in effect at any timethereafter generally with respect to other similarly situated peer executives of the Company andthe Affiliated Companies and their families.               4.3.5 **Obligations of the Company upon Executive’s Voluntary Termination Without GoodReason or the Company’s Involuntary Termination of Executive With Cause During Change of ControlPeriod****.**If the Executive’s employment is terminated for Cause during the Change of ControlPeriod, the Company shall provide to the Executive (i) the Executive’s Annual Base Salary throughthe Termination Date, (ii) the amount of any compensation previously deferred by the Executive, and(iii) Other Benefits, in each case to the extent theretofore unpaid, and shall have no otherseverance obligations under this Agreement. If the Executive voluntarily terminates employmentduring the Change of Control Period, excluding a termination for Good Reason, the Company shallprovide to the Executive the Accrued Obligations and the timely payment or delivery of OtherBenefits, and shall have no other severance obligations under this Agreement. In such case, allAccrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of theTermination Date.               4.3.6 **Certain Additional Payments by the Company****.**                    (i) **Definitions**. The following terms shall have the following meanings for purposesof this Subsection 4.3.6.                         (A) **Excise Tax****.**“Excise Tax” shall mean the excise tax imposed by Section 4999 of theInternal Revenue Code of 1986, as amended (the “Code”), together with any interest or penaltiesimposed with respect to such excise tax.                         (B) **Net After-Tax Amount****.**The “Net After-Tax Amount” of a Payment shall mean theValue of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1and 4999 of the Code and applicable state and local law, determined by applying the highestmarginal rates that are expected to apply to the Executive’s taxable income for the taxable year inwhich the Payment is made.                         (C) **Parachute Value**. “Parachute Value” of a Payment shall mean the present value asof the date of the change of control for purposes of Section 280G of the Code of the portion ofsuch Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by theAccounting Firm for purposes of determining whether and to what extent the Excise Tax will apply tosuch Payment.                         (D) **Payment****.**A “Payment” shall mean any payment or distribution in the nature ofcompensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of theExecutive, whether paid or payable pursuant to this Agreement or otherwise.                         (E) **Safe Harbor Amount****.**The “Safe Harbor Amount” means the maximum Parachute Value ofall Payments that the Executive can receive without any Payments being subject to the Excise Tax.                         (F) **Value****.**“Value” of a Payment shall mean the economic present value of a Payment asof the date of the change of control for purposes of Section 280G of the Code, as determined by theAccounting Firm (as defined below) using the discount rate required by Section 280G(d)(4) of theCode.
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                    (ii) **Gross-Up Payment**. Notwithstanding anything in this Agreement other than as setforth below in this Subsection 4.3.6(ii), in the event it shall be determined that any Paymentwould be subject to the Excise Tax, then the Executive shall be entitled to receive an additionalpayment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes(and any interest or penalties imposed with respect to such taxes), including, without limitation,any income taxes (and any interest and penalties imposed with respect thereto) and Excise Taximposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal tothe Excise Tax imposed upon the Payments. Any Gross-Up Payment will be made as soon as reasonablypracticable but in no event later than December 31 of the year following the year in which theExcise Tax is incurred. Despite and as an exception to the foregoing provisions of this Section4.3.6(ii), if the Executive is subject to the Excise Tax but the sum of the Payments whencalculated in accordance with the relevant provisions of the Code do not exceed 110% of theExecutive’s Safe Harbor Amount, then (1) the Company shall not make any Gross-Up Payment to theExecutive, and (2) the Payments otherwise payable to the Executive shall be reduced so that thePayments in the aggregate equal the largest amount that does not exceed the Safe Harbor Amount. Insuch event, the Company shall promptly notify the Executive of its intent to reduce the amount ofthe Payments, and, to the extent permitted by applicable laws, shall consult with the Executive asto which of the specific Payment(s) shall be so reduced in order to bring the aggregate of thePayments within the Safe Harbor Amount.                    (iii) **Determination of the Gross-Up Payment****.**Subject to the provisions of paragraph(iv) immediately below, all determinations required to be made under this Subsection 4.3.6,including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Paymentand the assumptions to be utilized in arriving at such determination, shall be made byPricewaterhouseCoopers LLP or such other nationally recognized certified public accounting firm asmay be designated by the Executive (the “Accounting Firm”). The Accounting Firm shall providedetailed supporting calculations both to the Company and the Executive within 15 business days ofthe receipt of notice from the Executive that there has been a Payment, or such earlier time as isrequested by the Company. In the event that the Accounting Firm is serving as accountant orauditor for the individual, entity or group effecting the Change of Control, the Executive mayappoint another nationally recognized accounting firm to make the determinations required hereunder(which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees andexpenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, asdetermined pursuant to this Subsection 4.3.6, shall be paid by the Company to the Executive withinfive days of the receipt of the Accounting Firm’s determination. Any determination by theAccounting Firm shall be binding upon the Company and the Executive. As a result of theuncertainty in the application of Section 4999 of the Code at the time of the initial determinationby the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have beenmade by the Company should have been made (“Underpayment”), consistent with the calculationsrequired to be made hereunder. In the event that the Company exhausts its remedies pursuant toparagraph (iv) below and the Executive thereafter is required to make a payment of any Excise Tax,the Accounting Firm shall determine the amount of the Underpayment that has occurred and any suchUnderpayment shall be promptly paid by the Company to or for the benefit of the Executive.                    (iv) **Notification****.**The Executive shall notify the Company in writing of any claim bythe Internal Revenue Service that, if successful, would require the payment by the Company of theGross-Up Payment. Such notification shall be given as soon as practicable but no later than tenbusiness days after the Executive is informed in writing of such claim. The Executive shallapprise the Company of the nature of such claim and the date on which such claim is requestedto be paid. The Executive shall not pay such claim prior to the expiration of the 30-day periodfollowing the date on which the Executive gives such notice to the Company (or such shorter periodending on the date that any payment of taxes with respect to such claim is due). If the Companynotifies the Executive in writing prior to the expiration of such period that the Company desiresto contest such claim, the Executive shall:
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                         (A) give the Company any information reasonably requested by the Company relating to suchclaim;                         (B) take such action in connection with contesting such claim as the Company shall reasonablyrequest in writing from time to time, including, without limitation, accepting legal representationwith respect to such claim by an attorney reasonably selected by the Company;                         (C) cooperate with the Company in good faith in order effectively to contest such claim; and                         (D) permit the Company to participate in any proceedings relating to such claim;*provided, however,*that the Company shall bear and pay directly all costs and expenses (includingadditional interest and penalties) incurred in connection with such contest and shall indemnify andhold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (includinginterest and penalties) imposed as a result of such representation and payment of costs andexpenses. Without limitation on the foregoing provisions of this paragraph (iv), the Company shallcontrol all proceedings taken in connection with such contest and, at its sole discretion, maypursue or forgo any and all administrative appeals, proceedings, hearings and conferences with theapplicable taxing authority in respect of such claim and may, at its sole discretion, either directthe Executive to pay the tax claimed and sue for a refund or contest the claim in any permissiblemanner, and the Executive agrees to prosecute such contest to a determination before anyadministrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, asthe Company shall determine; *provided, however,*that if the Company directs the Executive to paysuch claim and sue for a refund, the Company shall advance the amount of such payment to theExecutive, on an interest-free basis and shall indemnify and hold the Executive harmless, on anafter-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed withrespect to such advance or with respect to any imputed income in connection with such advance; andprovided, further, that any extension of the statute of limitations relating to payment of taxesfor the taxable year of the Executive with respect to which such contested amount is claimed to bedue is limited solely to such contested amount. Furthermore, the Company’s control of the contestshall be limited to issues with respect to which the Gross-Up Payment would be payable hereunderand the Executive shall be entitled to settle or contest, as the case may be, any other issueraised by the Internal Revenue Service or any other taxing authority.                    (v) **Entitlement to Refund****.**If, after the receipt by the Executive of an amountadvanced by the Company pursuant to paragraph (iv) above, the Executive becomes entitled to receiveany refund with respect to such claim, the Executive shall (subject to the Company’s complying withthe requirements of paragraph (iv)) promptly pay to the Company the amount of such refund (togetherwith any interest paid or credited thereon after taxes applicable thereto). If, after the receiptby the Executive of an amount advanced by the Company pursuant to paragraph (iv), a determinationis made that the Executive shall not be entitled to any refund with respect to such claim and theCompany does not notify the Executive in writing of its intent to contest such denial of refundprior to the expiration of 30 days after such determination, then such advance shall be forgivenand shall not berequired to be repaid and the amount of such advance shall offset, to the extent thereof, theamount of Gross-Up Payment required to be paid.                    (vi) **Consent to Withholding.** Notwithstanding any other provision of this Subsection4.3.6, the Company may, in its sole discretion, withhold and pay over to the
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Internal RevenueService or any other applicable taxing authority, for the benefit of the Executive, all or anyportion of the Gross-Up Payment, and the Executive hereby consents to such withholding.          4.4 **No Mitigation****.**Upon termination of the Executive’s employment with the Company,the Executive shall be under no obligation to seek other employment or otherwise mitigate theobligations of the Company under this Agreement.     5. **Protection of Confidential Information; Non-Competition;Non-Solicitation**.          5.1 **Confidential Information**. The Executive acknowledges that the Executive’sservices will be unique, that they will involve the development of Company-subsidized relationshipswith key customers, suppliers, and service providers as well as with key Company employees and thatthe Executive’s work for the Company will give the Executive access to highly confidentialinformation not available to the public or competitors, including trade secrets and confidentialmarketing, sales, product development and other data and information which it would beimpracticable for the Company to effectively protect and preserve in the absence of this Section 5and the disclosure or misappropriation of which could materially adversely affect the Company.Accordingly, the Executive agrees:               5.1.1 except in the course of performing the Executive’s duties provided for in Section 1.1,not at any time, whether before, during or after the Executive’s employment with the Company, todivulge to any other entity or person any confidential information acquired by the Executiveconcerning the Company’s or its subsidiaries’ or affiliates’ financial affairs or businessprocesses or methods or their research, development or marketing programs or plans, or any other ofits or their trade secrets. The foregoing prohibitions shall include, without limitation, directlyor 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 orreproduction of any written, verbal or visual material in any communication medium, including anybook, magazine, newspaper, theatrical production or movie, or television or radio programming orcommercial. In the event that the Executive is requested or required to make disclosure ofinformation subject to this Section 5.1.1 under any court order, subpoena or other judicialprocess, then, except as prohibited by law, the Executive will promptly notify the Company, takeall reasonable steps requested by the Company to defend against the compulsory disclosure andpermit the Company to control with counsel of its choice any proceeding relating to the compulsorydisclosure. The Executive acknowledges that all information, the disclosure of which is prohibitedby this section, is of a confidential and proprietary character and of great value to the Companyand its subsidiaries and affiliates; and               5.1.2 to deliver promptly to the Company on termination of the Executive’s employment with theCompany, or at any time that the Company may so request, all confidential memoranda, notes,records, reports, manuals, drawings, software, electronic/digital media records, blueprints andother documents (and all copies thereof) relating to the Company’s (and its subsidiaries’ andaffiliates’) business and all property associated therewith, which the Executive may then possessor have under the Executive’s control.          5.2 **Company Protections****.**In consideration of the Company’s entering into thisAgreement, the Executive agrees that at all times during the Term and thereafter for twenty-four(24) months, in the event the Executive’s employment is terminated pursuant to Section 4.3.2hereof, or for twelve (12) months, in the event the Executive’s employment terminates for any otherreason, the
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Executive shall not, directly or indirectly, for Executive or on behalf of or inconjunction with, any other person, company, partnership, corporation, business, group, or otherentity (each, a “Person”):               5.2.1 **Non-Competition****:**engage in any activity for or on behalf of a Competitor, asdirector, employee, shareholder (excluding any such shareholding by the Executive of no more than5% of the shares of a publicly-traded company), consultant or otherwise, which is the same as orsimilar to activity in which Executive engaged at any time during the last two (2) years ofemployment by the Company; or               5.2.2 **Non-Solicitation****:**(i) call upon any Person who is, at such Termination Date,engaged in activity on behalf of the Company or any subsidiary or affiliate of the Company for thepurpose or with the intent of enticing such Person to cease such activity on behalf of the Companyor such subsidiary or affiliate; or (ii) solicit, induce, or attempt to induce any customer of theCompany to cease doing business in whole or in part with or through the Company or a subsidiary oraffiliate, or to do business with any Competitor.For purposes of this Agreement, “Competitor” means a person or entity who or which is engaged in amaterial line of business conducted by the Company. For purposes of this Agreement, “a materialline of business conducted by the Company” means an activity of the Company generating grossrevenues to the Company of more than twenty-five million dollars ($25,000,000) in the immediatelypreceding fiscal year of the Company.          5.3 **Remedies and Injunctive Relief**. If the Executive commits a breach or threatens tobreach any of the provisions of Section 5.1 or 5.2 hereof, the Company shall have the right andremedy to have the provisions of this Agreement specifically enforced by injunction or otherwise byany court having jurisdiction, it being acknowledged and agreed that any such breach will causeirreparable injury to the Company in addition to money damage and that money damages alone will notprovide a complete or adequate remedy to the Company, it being further agreed that such right andremedy shall be in addition to, and not in lieu of, any other rights and remedies available to theCompany under law or in equity.          5.4 **Severability**. If any of the covenants contained in Sections 5.1, 5.2 or 5.3, orany part thereof, hereafter are construed to be invalid or unenforceable, the same shall not affectthe remainder of the covenant or covenants, which shall be given full effect, without regard to theinvalid portions.          5.5 **Extension of Term of Covenants Following Violation**. The period during which theprohibitions of Section 5.2 are in effect shall be extended by any period or periods during whichthe Executive is in violation of Section 5.2.          5.6 **Blue Penciling by Court**. If any of the covenants contained in Sections 5.1 or5.2, or any part thereof, are held to be unenforceable, the parties agree that the court makingsuch determination shall have the power to revise or modify such provision to make it enforceableto the maximum extent permitted by applicable law and, in its revised or modified form, saidprovision shall then be enforceable.          5.7 **Blue Penciling by One Court Not to Affect Covenants in Another State**. The partieshereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 5.1,5.2 and 5.3 upon the courts of any state within the geographical scope of such covenants. In theevent that the courts of any one or more of such states shall hold such covenants whollyunenforceable by reason of the breadth of such covenants or otherwise, it is the intention of theparties’ hereto that such
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determination not bar or in any way affect the Company’s right to therelief provided above in the courts of any other states within the geographical scope of suchcovenants as to breaches of such covenants in such other respective jurisdictions, the abovecovenants as they relate to each state being for this purpose severable into diverse andindependent covenants.     6. **Intellectual Property**.          6.1 **Company’s Rights**. Notwithstanding and without limiting the provisions ofSection 5, the Company shall be the sole owner of all the products and proceeds of the Executive’sservices hereunder, including, but not limited to, all materials, ideas, concepts, formats,suggestions, developments, arrangements, packages, programs and other intellectual properties thatthe Executive may acquire, obtain, develop or create in connection with or during the Term, freeand clear of any claims by the Executive (or anyone claiming under the Executive) of any kind orcharacter whatsoever (other than the Executive’s right to receive payments hereunder), theExecutive shall, at the request of the Company, execute such assignments, certificates or otherinstruments 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 anysuch properties.     7. **Indemnification**.          7.1 **General Rule**. In addition to any rights to indemnification to which the Executiveis entitled under the Company’s charter and by-laws, to the extent permitted by applicable law, theCompany will indemnify, from the assets of the Company supplemented by insurance in an amountdetermined by the Company, the Executive at all times, during and after the Term, and, to themaximum extent permitted by applicable law, shall pay the Executive’s expenses (includingreasonable attorneys’ fees and expenses, which shall be paid in advance by the Company as incurred,subject to recoupment in accordance with applicable law) in connection with any threatened oractual action, suit or proceeding to which the Executive may be made a party, brought by anyshareholder of the Company directly or derivatively or by any third party by reason of any act oromission or alleged act or omission in relation to any affairs of the Company or any subsidiary oraffiliate of the Company of the Executive as an officer, director or employee of the Company or ofany subsidiary or affiliate of the Company. The Company shall use its best efforts to maintainduring the Term and thereafter insurance coverage sufficient in the determination of the Company tosatisfy any indemnification obligation of the Company arising under this Section 7.     8. **Notices**.     All notices, requests, consents and other communications required or permitted to be givenhereunder shall be in writing and shall be deemed to have been duly given if delivered personally,one day after sent by overnight courier or three days after mailed first class, postage prepaid, byregistered or certified mail, as follows (or to such other address as either party shall designateby notice in writing to the other in accordance herewith):If to the Company, to:Foster Wheeler Ltd.