exv10w3






Exhibit 10.3




THIRD AMENDMENT TO THE

EMPLOYMENT AGREEMENT

BETWEEN

FOSTER WHEELER NORTH AMERICA CORP.

AND

GARY T. NEDELKA




     This THIRD AMENDMENT (this “Amendment”) to the Employment Agreement between FOSTER WHEELER
NORTH AMERICA CORP., a Delaware corporation (the “Company”), and GARY T. NEDELKA (the “Executive”),
dated as of January 6, 2009 (the “Employment Agreement”), is made and entered into effective as of
April 12, 2011.



     WHEREAS, the Company entered into the Employment Agreement with the Executive on January 6,
2009 and First and Second Amendment thereto effective as of December 21, 2009 and August 30, 2010
respectively (the Employment Agreement as so amended, the “Agreement”); and



     WHEREAS, the Executive and the Company have agreed to further amend the Agreement as set forth
below.



     NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, and in further consideration of the following mutual promises, covenants and
undertakings, the parties agree that the Agreement is amended as follows:




	1.	 	Agreement Section 1.1 is hereby revised to read in its entirety as follows:






	 	 	 	Employment, Duties. The Company hereby agrees to employ the
Executive for the Term (as defined in Section 2.1), to render
exclusive and full-time services to the Company, in the capacity of
President and Chief Executive Officer of the Company and Chief
Executive Officer of Parent’s Global Power Group and to perform such
other duties consistent with such position (including service as a
director or officer of any affiliate of the Company if elected) as may
be assigned by the Chief Executive Officer and/or Chief Operating
Officer of Parent; provided, however, that the Executive may, subject
to approval by the Chief Executive Officer of the Parent, serve on the
board of directors of one for-profit business at any time during the
Term that does not compete with Parent or any of its subsidiaries and
may participate in civic, charitable, industry, and professional
organizations to the extent that such participation does not
materially interfere with the performance of Executive’s duties
hereunder. The Chief Executive Officer has approved of the Executive
serving on the board of directors of Cotton Holdings, Inc. The
Executive’s title shall be President and Chief Executive Officer of
the Company and Chief Executive Officer of Parent’s Global Power
Group, or such other titles of at least equivalent level consistent
with the Executive’s duties from time to time as may be assigned to
the Executive by the Company consistent with such position, and the
Executive shall have all authorities as are customarily and ordinarily
exercised by executives in similar positions in similar businesses of
similar size in the United States.






	2.	 	All other terms and conditions of the Agreement not expressly modified by this
Amendment remain valid and unchanged.




 









 












	3.	 	This Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same amendatory instrument, and any of the parties
hereto may execute this Amendment by signing any such counterpart.





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



	 	 	 	 	 
	 	FOSTER WHEELER NORTH AMERICA CORP.

 	 
	 	By:  	/s/ Richard G. Lively
 	 
	 	 	Name:  	Richard G. Lively 	 
	 	 	Title:  	Sr. Vice President — Human Resources 	 



	 	 	 	 	 
	 	                                          /s/ Gary Nedelka
 	 
	 	GARY T. NEDELKA 	 
	 	 	 
	 




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