Unassociated Document


    Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    DEED
      OF VARIATION

    


    


    


    This
      Deed
      dated as of 8
      October 2008,
      between
Foster
      Wheeler Energy Limited
      registered number 1361134 of Shinfield Park, Reading, Berkshire, RG2 9FW (the
      “Company”) and David
      Wardlaw
      of The
      Thimbles, Wootton Rivers, Marlborough, Wiltshire, SN8 4NJ (the
“Executive”).

    


    WHEREAS,
      the
      Executive is currently employed by the Company, and the Executive and the
      Company wish to continue their employment relationship on the terms set out
      in
      the Letter of Appointment from the Company to the Executive dated 28 November
      2002 (“Appointment Letter”) as varied below (the Appointment Letter, as varied
      below, this “Agreement”).

    


    The
      Company and the Executive hereby agree as follows:

    


    
      	
              1.

            	
              Clause
                2.2 of the Appointment Letter shall be replaced with the following
                terms:

            


    

     

    Bonus:
      The
      Executive shall be eligible for an annual cash incentive bonus at a target
      opportunity of forty percent (40%) of basic salary (up to a maximum opportunity
      of eighty percent (80%) of basic salary) based upon the achievement of certain
      business unit objectives established in advance by the Company (the “Annual
      Bonus”). The actual amount of any Annual Bonus shall be determined by and in
      accordance with the terms of the Company’s annual incentive program as in effect
      from time to time and the Executive shall have no absolute right to an Annual
      Bonus in any year.

     

    
      	
              2.

            	
              Termination

            


    

     

    
      	
              2.1

            	
              In
                addition to the matters set out in clause 12.3 of the Appointment
                Letter,
                the Company also may terminate the Executive’s employment immediately and
                without payment in lieu of notice if he materially breaches the Foster
                Wheeler Code of Business Conduct and Ethics. For the avoidance of
                doubt,
                immediate dismissal or termination with immediate effect pursuant
                to the
                Appointment Letter’s Clause 12.3 (including as such Clause is amended by
                this Deed of Variation) shall be deemed termination for “Cause” as such
                term is used in this Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              2.2

            	
              Clause
                7.1 of the Appointment Letter shall be replaced with the following
                terms:

            


    

     

    Termination
      for Good Reason by the Executive:
      The
      Executive may immediately resign the Executive’s position for Good Reason and,
      in such event, his employment shall terminate. As used herein, “Good Reason”
means a material negative change in the employment relationship without the
      Executive’s consent, as evidenced by the occurrence of any of the following: (i)
      reduction of basic salary 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’s principal
      business location by the Company of greater than fifty (50) miles; (iv) material
      breach of the terms of the Executive’s employment by the Company; or (v)
      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. For each event described above in
      this Section 2.2, the Executive must notify the Company within ninety (90)
      days
      of the occurrence of the event and the Company shall have thirty (30) days
      after
      receiving such notice in which to cure.

     

    Termination
      Without Cause by the Company:
      The
      Company may terminate the Executive’s employment twelve (12) weeks following
      notice of termination without Cause given by the Company and, in such event,
      his
      employment shall terminate. 

     

    Termination
      Without Good Reason by the Executive:
      The
      Executive may voluntarily resign the Executive’s position effective thirty (30)
      days following notice to the Company of the Executive’s intent to voluntarily
      resign without Good Reason and, in such event, his employment shall terminate.
      

     

    
      	
              2.3

            	
              Reference
                to age 60 in clause 12.1(a) of the Appointment Letter shall be replaced
                with age 65. For the avoidance of doubt, the Executive’s Normal Retirement
                Date remains his 60th
                birthday for the purposes of the Foster Wheeler (UK) Pension
                Plan.

            


    

     

    
      	
              3.

            	
              Payments
                Upon Termination by the Company Without Cause or Voluntary Termination
                of
                the Executive with Good Reason.


            


    

     

    Following
      a termination by the Company without Cause or by the Executive for Good Reason
      and save in circumstances of a Change of Control (as defined in Section 5
      below), the Company shall pay or provide to the Executive in addition to the
      payments and benefits due up to the Termination Date and, in the event that
      the
      Company exercises its rights under Clause 7.3 of the Appointment Letter, in
      lieu
      of any payments or benefits due to the Executive in respect of notice under
      Section 2.2 above:


    
      
         

      

      
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              (i)

            	
              an
                amount equal to twelve (12) months of basic salary at the rate in
                effect
                on the Termination Date, payable in twelve (12) equal monthly instalments
                on the Company’s normal payroll
                dates;

            


    

     

    
      	 	
              (ii)

            	
              an
                amount equal to one hundred percent (100%) of the Executive’s annual cash
                incentive payment at target, payable once in a lump sum at the same
                time
                that the Company pays annual cash incentives to its active employees
                pursuant to its then current annual incentive program;
                

            


    

     

    
      	 	
              (iii)

            	
              twelve
                (12) months of continued benefits under the Company’s medical benefits
                programme following the Termination Date at active employee levels
                and at
                active employee cost, if and to the extent the Executive was participating
                in any such plan on the Termination Date, or, at the Company’s discretion,
                payment to the Executive of an amount equivalent to the cost of the
                Executive acquiring a private or individual policy providing substantially
                similar benefits less the amount the Executive would have paid for
                medical
                benefits if he had remained an active employee;
                and

            


    

     

    
      	 	
              (iv)

            	
              executive
                outplacement services by a firm selected by the Executive and approved
                by
                the Company in an amount not to exceed an equivalent sum of $8,000.00
                (US
                Dollars) in the aggregate (which amount includes any applicable gross-up
                for any taxes due for such
                payment).

            


    

     

    Notwithstanding
      any other provision of this Agreement, the pay and benefits that are due to
      the
      Executive pursuant to this Section 3 are subject to and in consideration of
      the
      Executive entering into a legally binding Compromise Agreement in a form and
      within the time that the Company normally requires, it being understood and
      agreed that the Compromise Agreement may, at the Company’s discretion and among
      other things, repeat the provisions of Section 4 hereof.

     

    
      	
              4.

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

            


    

     

    
      	
              4.1

            	
              Confidential
                Information.
                The Executive acknowledges that the Executive’s services will be unique,
                that they will involve the development of Company-subsidized relationships
                with key customers, suppliers, and service providers as well as with
                key
                Company employees and that the Executive’s work for 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 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 the Company.
                Accordingly, the Executive agrees that except in the course of performing
                the Executive’s normal duties, 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 the Company’s or its Group Companies’ financial affairs or
                business processes or methods or 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.
                under any court order, subpoena or other judicial process, then,
                except as
                prohibited by law, the Executive will promptly notify the Company,
                take
                all reasonable steps requested by the Company to defend against the
                compulsory disclosure and permit 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 the Company and its subsidiaries and
                affiliates.

            


    

     

    
      
         

      

      
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              4.2

            	
              Clauses
                13.1 and 13.2 of the Appointment Letter shall be replaced with the
                following terms:

            


    

     

    In
      consideration of the Company’s entering into this Agreement, the Executive
      agrees that at all times during his employment and thereafter for twenty-four
      (24) months, in the event the Executive’s employment is terminated pursuant to
      Section 5.1.2 hereof, or for twelve (12) months, in the event the Executive’s
      employment terminates for any other reason, 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”):

     

    
      	 	
              (i)

            	
              engage
                in any activity for or on behalf of a Competitor, as director, employee,
                shareholder (excluding any such shareholding by the Executive of
                no more
                than 5% of the shares 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 Relevant Period;
                or

            


    

     

    
      
         

      

      
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              (ii)

            	
              be
                employed, engaged, concerned or interested in any business which
                was at
                any time during the Relevant Period a Relevant Customer of the Company
                or
                any Relevant Group Company and/or do or attempt to do anything which
                causes or may cause the Relevant Customer or any Relevant Supplier
                to the
                Company or any Relevant Group Company to cease or materially to reduce
                its
                orders, supplies or contracts with the Company or any Relevant Group
                Company; or

            


    

     

    
      	 	
              (iii)

            	
              so
                as to compete with the Company or any Relevant Group Company canvass,
                solicit, deal, contract or approach or cause to be canvassed, solicited
                or
                approached any Relevant Customer for the sale or supply of Relevant
                Products or Services or endeavour to do so;
                or

            


    

     

    
      	 	
              (iv)

            	
              solicit,
                induce or entice away from the Company or any Relevant Group Company
                or,
                in connection with any business in or proposing to be in competition
                with
                the Company or any Relevant Group Company, employ, engage or appoint
                or in
                any way cause to be employed, engaged or appointed a Critical Person
                whether or not such person would commit any breach of his or her
                contract
                of employment or engagement by leaving the service of the Company
                or any
                Relevant Group Company.

            


    

     

    
      	
              4.3

            	
              For
                purposes of this Agreement:

            


    

     

    “Competitor”
      means a person or entity who or which is engaged in a material line of business
      conducted by the Company or any Group Company. 

     

    “a
      material line of business conducted by the Company” means an activity of the
      Company and/or any Group Company generating gross revenues to the Company and/or
      any Group Company of more than twenty-five million dollars ($25,000,000) (or
      equivalent) in the immediately preceding fiscal year of the
      Company;

     

    “Critical
      Person” means any person who was an employee, agent, director, consultant or
      independent contractor employed, appointed or engaged by the Company or any
      Relevant Group Company at any time within the Relevant Period who by reason
      of
      such employment, appointment or engagement and in particular his/her seniority
      and expertise or knowledge of trade secrets or confidential information of
      the
      Company or any Group Company or knowledge of or influence over the clients,
      customers or suppliers of the Company or any Group Company is likely to be
      able
      to assist or benefit a business in or proposing to be in competition with the
      Company or any Relevant Group Company;

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    “Group
      Company” means (i) any holding company from time to time of the Company or (ii)
      any subsidiary or associated company from time to time of the Company or of
      any
      such holding company (for which purposes “holding company” and “subsidiary” have
      the meanings ascribed to them by Section 736 of the Companies Act 1985 as
      amended by the Companies Act 1989 and “associated company” means any company
      which any such holding company or subsidiary holds or controls more than 20
      per
      cent of the equity share capital);

     

    “Products
      or Services” means products or services which are of the same kind as or of a
      materially similar kind to or competitive with any products or services sold
      or
      supplied by the Company or any Relevant Group Company within the Relevant
      Period;

     

    “Relevant
      Customer” means any Person who or which at any time during the Relevant Period
      is or was:

     

    
      	 	
              (i)

            	
              negotiating
                with the Company or a Relevant Group Company for the sale or supply
                of
                Relevant Products or Services; or

            


    

     

    
      	 	
              (ii)

            	
              a
                client or customer of the Company or any Relevant Group Company for
                the
                sale or supply of Relevant Products or Services;
                or

            


    

     

    
      	 	
              (iii)

            	
              in
                the habit of dealing with the Company or any Relevant Group Company
                for
                the sale or supply of Relevant Products or
                Services

            


    

     

    and
      in
      each case with whom or which the Executive was directly concerned or connected
      during the Relevant Period in the course of his employment;

     

    “Relevant
      Group Company” means any Group Company (other than the Company) for which the
      Executive has performed services or for which he has had operational/management
      responsibility at any time during the Relevant Period;

     

    “Relevant
      Period” means the period of 24 months immediately before the Termination Date or
      (where such provision is applied) the commencement of any period of exclusion
      pursuant to Clause 7.2 of the Appointment Letter;

     

    
      
         

      

      
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    “Relevant
      Products or Services” means Products or Services with which sale or supply the
      Executive was directly concerned or connected during the Relevant Period in
      the
      course of his employment;

     

    “Relevant
      Supplier” means any Person who or which at any time during the Relevant Period
      is or was:

     

    
      	 	
              (i)

            	
              negotiating
                with the Company or a Relevant Group Company for the sale or supply
                of
                Relevant Products or Services; or

            


    

     

    
      	 	
              (ii)

            	
              in
                the habit of dealing with the Company or any Relevant Group Company
                for
                the sale or supply of Relevant Products or Services;
                or

            


    

     

    
      	 	
              (iii)

            	
              selling
                or supplying the Company or a Relevant Group Company any Relevant
                Products
                or Services.

            


    

     

    and
      in
      each case with whom or which the Executive was directly concerned or connected
      during the Relevant Period in the course of his employment;

     

    “Termination
      Date” means the date on which the Executive’s employment
      terminates.

     

    
      	
              4.4

            	
              Remedies
                and Injunctive Relief.
                If the Executive commits a breach or threatens to breach any of the
                provisions of Section
                4.1 or 4.2
                hereof, 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 the Company in addition to
                money
                damage and that money damages alone will not provide a complete or
                adequate remedy to 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 the Company under law or in
                equity.

            


    

     

    
      	
              4.5

            	
              Severability.
                If any of the covenants contained in Sections 4.1
                or 4.2,
                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.

            


    

     

    
      	
              4.6

            	
              Extension
                of Term of Covenants Following Violation.
                The period during which the prohibitions of Section 4.2
                are in effect shall be extended by any period or periods during which
                the
                Executive is in violation of Section 4.2.

            


    

     

    
      
         

      

      
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              4.7

            	
              Blue
                Pencilling by Court.
                If any of the covenants or definitions contained in Sections
                4.1, 4.2 or 4.3,
                or any part thereof, 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.

            


    

     

    
      	
              4.8

            	
              Blue
                Penciling by One Court Not to Affect Covenants in Another
                Jurisdiction.
                The parties hereto intend to and hereby confer jurisdiction to enforce
                the
                covenants contained in Sections
                4.1, 4.2 or 4.3 upon
                the courts of any jurisdiction within the geographical scope of such
                covenants. In the event that the courts of any one or more of such
                jurisdictions shall hold such covenants 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
                jurisdictions 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 jurisdiction being for this
                purpose
                severable into diverse and independent
                covenants.

            


    

     

    
      	
              4.9

            	
              Group
                Companies.
                The restrictions entered into by the Executive in clauses 4.1 and
                4.2
                above are given to the Company for itself and as trustee for each
                and any
                Group Company and the Company hereby declares that to the extent
                that such
                restrictions relate to any Group Company the Company holds the benefit
                of
                them as trustee.

            


    

     

    
      	
              5.

            	
              Change
                of Control. 

            


    

     

    
      	 	
              5.1.1

            	
              Definitions.
                

            


    

     

    
      	 	
              (i)

            	
              Affiliated
                Company.
                For
                purposes of this Agreement, “Affiliated Company” means any company,
                directly or indirectly, controlled by, controlling or under common
                control
                with the Parent. 

            


    

     

    
      	 	
              (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 United States Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities
      of the Parent where such acquisition causes such Person to own 20% or more
      of
      the combined voting power of the then outstanding voting securities of the
      Parent entitled to vote generally in the election of directors (the “Outstanding
      Parent Voting Securities”), provided,
      however,
      that
      for purposes of this subparagraph (A), the following acquisitions shall not
      be
      deemed to result in a Change of Control: (I) any acquisition directly from
      the
      Parent or any corporation or other legal entity controlled, directly or
      indirectly, by the Parent, (II) any acquisition by the Parent or any corporation
      or other legal entity controlled, directly or indirectly, by the Parent, (III)
      any acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Parent or any corporation or other legal entity controlled,
      directly or indirectly, by the Parent or (IV) any acquisition by any corporation
      pursuant to a transaction that complies with clauses (I), (II) and (III) of
      subparagraph (C) below; and provided,
      further,
      that if
      any Person’s beneficial ownership of the Outstanding Parent Voting Securities
      reaches or exceeds 20% as a result of a transaction described in clauses (I)
      or
      (II) above, and such Person subsequently acquires beneficial ownership of
      additional voting securities of the Parent, such subsequent acquisition shall
      be
      treated as an acquisition that causes such Person to own 20% or more of the
      Outstanding Parent Voting Securities; or


    
      
         

      

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

     

    (C) The
      approval by the shareholders of the Parent of a reorganization, merger or
      consolidation or sale or other disposition of all or substantially all of the
      assets of the Parent (“Business Combination”) or, if consummation of such
      Business Combination is subject, at the time of such approval by shareholders,
      to the consent of any government or governmental agency, the obtaining of such
      consent (either explicitly or implicitly by consummation); excluding, however,
      such a Business Combination pursuant to which (I) all or substantially all
      of
      the individuals and entities who were the beneficial owners of the Outstanding
      Parent Voting Securities immediately prior to such Business Combination
      beneficially own, directly or indirectly, more than 60% of, respectively, the
      then outstanding shares of common stock and the combined voting power of the
      then outstanding voting securities entitled to vote generally in the election
      of
      directors, as the case may be, of the corporation resulting from such Business
      Combination (including, without limitation, a corporation that as a result
      of
      such transaction owns the Parent or all or substantially all of the Parent’s
      assets either directly or through one or more subsidiaries) in substantially
      the
      same proportions as their ownership, immediately prior to such Business
      Combination of the Outstanding Parent Voting Securities, (II) no Person
      (excluding any (1) corporation owned, directly or indirectly, by the beneficial
      owners of the Outstanding Parent Voting Securities as described in subclause
      (I)
      immediately preceding, or (2) employee benefit plan (or related trust) of the
      Parent or such corporation resulting from such Business Combination, or any
      of
      their respective subsidiaries) beneficially owns, directly or indirectly, 20%
      or
      more of, respectively, the then outstanding shares of common stock of the
      corporation resulting from such Business Combination or the combined voting
      power of the then outstanding voting securities of such corporation except
      to
      the extent that such ownership existed prior to the Business Combination and
      (III) at least a majority of the members of the board of directors of the
      corporation resulting from such Business Combination were members of the
      Incumbent Board at the time of the execution of the initial agreement, or of
      the
      action of the Board, providing for such Business Combination; or

     

    
      
         

      

      
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    (D) approval
      by the shareholders of the Parent of a complete liquidation or dissolution
      of
      the Parent.

     

    
      	 	
              (iii)

            	
              Change
                of Control Period.
                For
                purposes of this Agreement, the “Change of Control Period” shall mean the
                period commencing on the date of a Change of Control and ending on
                the
                twenty-fourth-month anniversary of such
                date.

            


    

     

    
      	 	
              (iv)

            	
              Parent.
                For the purposes of this Agreement “Parent” shall mean Foster Wheeler
                Ltd., a Bermuda company.

            


    

     

    
      	 	
              (v)

            	
              Start
                Date.
                For
                purposes of this Agreement, “Start Date” shall mean the first date 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 terminated prior to the date on which
                the
                Change of Control occurs, and if it is reasonably demonstrated by
                the
                Executive that such termination of employment (A) was at the request
                of a
                third party who has taken steps reasonably calculated to effect a
                Change
                of Control or (B) otherwise arose in connection 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.

            


    

     

    
      
         

      

      
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              5.1.2

            	
              Obligations
                of the Company upon Executive’s Voluntary Termination with Good Reason or
                the Company’s Involuntary Termination of Executive Without Cause (Other
                Than for Death or Disability) During Change of Control
                Period.
                If, during the Change of Control Period, the Company terminates the
                Executive’s employment without Cause (other than for death or Disability)
                or the Executive terminates his employment for Good Reason, the Company
                shall pay or provide to the Executive the
                following:

            


    

     

    
      	 	
              (i)

            	
              Accrued
                Obligations.
                The
                sum of (I) the Executive’s Annual Base Salary through the Termination Date
                to the extent not theretofore paid, and (II) any compensation previously
                deferred by the Executive (together with any accrued interest or
                earnings
                thereon) and any accrued vacation pay, in each case, to the extent
                not
                theretofore paid (the sum of the amounts described in subclauses
                (I) and
                (II), the “Accrued Obligations”), all in a lump sum in cash within 30 days
                following the Termination Date; and

            


    

     

    
      	 	
              (ii)

            	
              Base
                Salary.
                Base Salary at the rate in effect on the Termination Date and continuing
                for two (2) years thereafter, payable in twenty-four (24) equal monthly
                instalments on the Company’s normal payroll
                dates;

            


    

     

    
      	 	
              (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 being payable in each of the two (2) years following
                the
                Termination Date at the same time that the Company pays annual cash
                incentives to its active employees pursuant to its then current annual
                incentive program;

            


    

     

    
      	 	
              (iv)

            	
              Medical
                Coverage.
                For
                two (2) years after the Executive’s Termination Date, or such 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 the Executive’s family at least equal to
                those which would have been provided to them in accordance with the
                health
                or welfare plans, programs, practices and policies if the Executive’s
                employment had not been terminated or, if more favorable to the Executive,
                and to the extent he otherwise is or becomes eligible therefor, as
                in
                effect generally at any time thereafter with respect to other similarly
                situated peer executives of the Company and the Affiliated Companies
                and
                their families; provided,
                however,
                that if the Executive becomes reemployed with another employer and
                is
                eligible to receive health or welfare benefits under another employer
                provided plan, the health and welfare benefits described herein shall
                be
                secondary to those provided under such other plan during such applicable
                period of eligibility, and provided,
                however,
                that in lieu of the foregoing and at the Company’s discretion, the Company
                may make payment to the Executive of an amount equivalent to the
                cost of
                the Executive acquiring a private or individual policy providing
                benefits
                substantially similar to those set forth above in this subsection
                (iv).
                For purposes of determining eligibility (but not the time of commencement
                of benefits) of the Executive for retiree benefits pursuant to such
                plans,
                practices, programs and policies, the Executive shall be considered
                to
                have remained employed until the second anniversary of the Termination
                Date and to have retired on such second
                anniversary;

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    
      	 	
              (v)

            	
              Outplacement
                Services.
                The
                Company shall, at its sole expense as incurred, in an amount not
                to exceed
                $8,000.00 in the aggregate (which amount includes any applicable
                gross-up
                for any taxes), provide the Executive with outplacement services
                the scope
                and provider of which shall be selected by the Executive in the
                Executive’s sole discretion; and

            


    

     

    
      	 	
              (vi)

            	
              Other
                Benefits.
                To
                the extent not theretofore paid or provided, the Company shall timely
                pay
                or provide to the Executive any other amounts or benefits required
                to be
                paid or provided or which the Executive is eligible to receive under
                any
                plan, program, policy or practice or contract or agreement of the
                Company
                and the Affiliated Companies (such other amounts and benefits shall
                be
                hereinafter referred to as the “Other
                Benefits”).

            


    

     

    
      	 	
              5.1.3

            	
              Obligations
                of the Company upon Executive’s Death.
                If
                the Executive’s employment 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 and the
                timely payment or delivery of the Other Benefits, and shall have
                no other
                severance obligations under this Agreement. The Accrued Obligations
                shall
                be paid to the Executive’s estate or beneficiary, as applicable, in a lump
                sum in cash within 30 days of the Termination Date. With respect
                to the
                provision of Other Benefits, the term “Other Benefits” as utilized in this
                Subsection 5.1.3 shall include, without limitation, and the Executive’s
                estate and/or beneficiaries shall be entitled to receive, benefits
                at
                least equal to the most favorable benefits provided by the Company
                and the
                Affiliated Companies to the estates and beneficiaries of similarly
                situated peer executives of the Company and the Affiliated Companies
                under
                such plans, programs, practices and policies relating to death benefits,
                if any, as in effect with respect to other similarly situated peer
                executives and their beneficiaries at any time during the 120-day
                period
                immediately preceding the Start Date or, if more favorable to the
                Executive’s estate and/or the Executive’s beneficiaries, as in effect on
                the date of the Executive’s death with respect to other similarly situated
                peer executives of the Company and the Affiliated Companies and their
                beneficiaries.

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    
      	 	
              5.1.4

            	
              Obligations
                of the Company upon Executive’s Disability.
                If
                the Executive’s employment is terminated by reason of the Executive’s
                Disability (for the purposes of this Agreement defined to mean the
                physical or mental disability of the Executive, whether totally or
                partially, such that with or without reasonable accommodation the
                Executive is unable to perform the Executive’s material duties, for a
                period of not less than one hundred and eighty (180) consecutive
                days)
                during the Change of Control Period, the Company shall provide the
                Executive with the Accrued Obligations and the timely payment or
                delivery
                of the Other Benefits, and shall have no other severance obligations
                under
                this Agreement. The Accrued Obligations shall be paid to the Executive
                in
                a lump sum in cash within 30 days of the Termination Date. With respect
                to
                the provision of Other Benefits, the term “Other Benefits” as utilized in
                this Subsection 5.1.4 shall include, and the Executive shall be entitled
                after the Disability start date to receive, disability and other
                benefits
                at least equal to the most favorable of those generally provided
                by the
                Company and the Affiliated Companies to similarly situated disabled
                executives and/or their families in accordance with such plans, programs,
                practices and policies relating to disability, if any, as in effect
                generally with respect to other similarly situated peer executives
                and
                their families at any time 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 time thereafter generally with
                respect to other similarly situated peer executives of the Company
                and the
                Affiliated Companies and their
                families.

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    
      	 	
              5.1.5

            	
              Obligations
                of the Company upon Executive’s Voluntary Termination Without Good Reason
                or the Company’s Involuntary Termination of Executive With Cause During
                Change of Control Period.
                If the Executive’s employment is terminated for Cause during the Change of
                Control Period, the Company shall provide to the Executive (i) the
                Executive’s Annual Base Salary through the 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 other severance obligations under this Agreement. If the
                Executive
                voluntarily terminates employment during the Change of Control Period,
                excluding a termination for Good Reason, the Company shall provide
                to the
                Executive the Accrued Obligations and the timely payment or delivery
                of
                Other Benefits, and shall have no other severance obligations under
                this
                Agreement. In such case, all Accrued Obligations shall be paid to
                the
                Executive in a lump sum in cash within 30 days of the Termination
                Date.

            


    

     

    Notwithstanding
      any other provision of this Agreement, the pay and benefits that are due to
      the
      Executive pursuant to this Section 5 are subject to and in consideration of
      the
      Executive entering into a legally binding Compromise Agreement in a form and
      within the time that the Company normally requires, it being understood and
      agreed that the Compromise Agreement may, at the Company’s discretion and among
      other things, repeat the provisions of Section 4 hereof. 

     

    
      	
              6.

            	
              Intellectual
                Property

            


    

     

    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 his employment, 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.


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    
      	
              7.

            	
              Deductions
                and Withholdings. All
                payments and other compensation provided in connection with this
                Agreement
                shall be less such deductions or withholdings as are required by
                applicable law.

            


    

     

    
      	
              8.

            	
              Entire
                Agreement

            


    

     

    The
      Appointment Letter and this Agreement set forth the entire agreement and
      understanding of the parties relating to the subject matter hereof, and save
      as
      set out below at Section 9, supersede all prior agreements, arrangements and
      understandings, written or oral, relating to the subject matter hereof.  No
      representation, promise or inducement has been made by either party that is
      not
      embodied in the Appointment Letter and this Agreement, and neither party shall
      be bound by or liable for any alleged representation, promise or inducement
      not
      so set forth.

     

    
      	
              9.

            	
              Non-exclusivity
                of Rights

            


    

     

    Other
      than as expressly set forth in this Agreement, nothing in this Agreement shall
      prevent or limit the Executive’s continuing or future participation in any plan,
      program, policy or practice provided by the Company or any Group Company and
      for
      which the Executive may qualify, nor shall anything herein limit or otherwise
      affect such rights as the Executive may have under any other contract or
      agreement with the Company or any Group Company.  For avoidance of doubt,
      it is agreed and understood that this Agreement shall not supersede or otherwise
      adversely affect (i) any stock option, restricted stock or other form of equity
      grant or award provided to Executive prior to the Date of this Agreement, (ii)
      any indemnification agreement heretofore entered into between the Company and
      the Executive, (iii) the Confidential Information and Non-Competition Agreement,
      dated September 30, 2002 (and Amendment No. 1 thereto) or (iv) the Patent &
Secrecy Agreement dated 30 April 1977, provided, however, that in the event
      of a
      direct conflict between the terms of this Agreement and any of the foregoing
      documents, this Agreement shall prevail.  Amounts which are vested benefits
      or which the Executive is otherwise entitled to receive under any plan, policy,
      practice or program of or any contract or agreement with the Company or any
      Group Company at or subsequent to the Termination Date shall be payable in
      accordance with such plan, policy, practice or program or contract or agreement
      except as explicitly modified by this Agreement.  Notwithstanding the
      foregoing, if the Executive receives payments and benefits pursuant to this
      Agreement in connection with the termination of his employment, the Executive
      shall not be entitled to any severance pay or benefits under any severance
      plan,
      program or policy of the Company and any Group Company, unless specifically
      provided therein in a specific reference to this Agreement or the Appointment
      Letter.


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    
      	
              10.

            	
              Notices

            


    

     

    All
      notices, requests, consents and other communications required or permitted
      to be
      given hereunder 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, by 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, to:

     

    Foster
      Wheeler Energy Limited

    Shinfield
      Park 

    Reading,
      Berkshire, RG2 9FW

    Attention:
      Chief Legal Officer

     

    and
      copied to:

     

    Foster
      Wheeler Ltd.

    Perryville
      Corporate Park

    Clinton,
      NJ 08809-4000

    Attention:
      General Counsel

     

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

     

    
      	
              11.

            	
              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 independent legal counsel. Each and
                every
                provision of this Agreement shall be construed as though both 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.

            


    

     

    
      	
              12.

            	
              Applicable
                law: This
                Agreement will be governed by and interpreted in accordance with
                the law
                of England and Wales.

            


    

     

    [SIGNATURES
      FOLLOW]


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    This
      Agreement has been executed and delivered as a Deed by or on behalf of the
      parties on the date set out at the beginning.

    


    
      	
              EXECUTED
                AND DELIVERED as
                a

            	
              )

            


    

    
      	
              Deed
                by FOSTER
                WHEELER ENERGY

            	
              )

            


    

    
      	
              LIMITED
                acting
                by Francis Bird and

            	
              )

            


    

    
      	
              Keith
                Batchelor

            	
              )

            


    

    


    
      	 	
              /s/
                Keith Batchelor

            


    

    Director

    


    
      	 	
              /s/
                Francis Bird

            


    

    Director/Secretary

    


    
      	
              EXECUTED
                AND DELIVERED
                as
                a 

            	
              )

            


    

    
      	
              Deed
                by THE
                EXECUTIVE
                in
                the

            	
              )

            


    

    
      	
              presence
                of:

            	
              )

            


    

    


    
      	 	
              /s/
                David Wardlaw

            


    

    David
      Wardlaw

    Witness:

    


    
      	
              Signature:

            	
              /s/
                Karen Allcock

            


    

    


    
      	
              Name:

            	
              Karen
                Allcock

            


    

    


    
      	
              Address:
                

            	
              19
                The Delphi

            


    

    
      	 	
              Lower
                Earley

            


    

    
      	 	
              Reading

            


    

    


    
      
         

      

      
        17