Exhibit 10.9


 





 


	
  To:

  	
  David Wardlaw

  
	
   

  	
   

  
	
  Date:

  	
  February 9, 2009

  
	
   

  	
   

  
	
  Re:

  	
  Notice and Acknowledgement
  Regarding Redomestication of Foster Wheeler Ltd.

  



 


NOTICE


 


We are sending you this
Notice and Acknowledgement on behalf of Foster Wheeler Ltd. and Foster Wheeler
Energy Limited because you are a party to an employment agreement with Foster
Wheeler Energy Limited that contains certain references to Foster Wheeler
Ltd.  You also have received one or more
equity awards pertaining to shares of Foster Wheeler Ltd. common stock which
include provisions regarding a change of control of Foster Wheeler Ltd.


 


On December 9, 2008,
the Board of Directors of Foster Wheeler Ltd. voted to approve a “redomestication”
transaction (“Redomestication”) consisting of several steps pursuant to which
Foster Wheeler Ltd. would become a wholly-owned subsidiary of a new parent
corporation organized under Swiss law (Foster Wheeler AG), which parent would
be formed by Foster Wheeler Ltd. and owned by the shareholders of Foster
Wheeler Ltd. proportionately to the interests they held in Foster Wheeler Ltd.
immediately prior to the Redomestication. 
As a result of the Redomestication, shares of Foster Wheeler Ltd. will
cease to be listed on NASDAQ and instead Foster Wheeler AG shares will be listed
on NASDAQ.  For more details about the
Redomestication, please refer to the proxy statement filed with the Securities
and Exchange Commission on December 19, 2008, as the same may be amended
(the “Proxy”).


 


We hereby advise you that
the Redomestication will not constitute a change of control under your
employment agreement or any equity awards that may have been granted to
you.  Foster Wheeler AG is assuming
Foster Wheeler Ltd.’s equity compensation plans and arrangements and any equity
awards that have been granted to you under those plans and arrangements.  The terms of any equity awards granted under
Foster Wheeler Ltd.’s or Foster Wheeler Inc.’s equity compensation plans and
arrangements will remain in full force and effect according to their terms, except
that wherever there is a reference to Foster Wheeler Ltd. (including in any
change of control provision) such reference instead will be deemed to refer to
Foster Wheeler AG, and any equity awards that are to be settled in Foster
Wheeler Ltd. shares will instead be settled in Foster Wheeler AG shares.


 


In addition, following the
Redomestication, the following clarifications regarding your employment
agreement shall apply:


 


1.               All references to grants of equity shall be
to equity of Foster Wheeler AG.  The
adjustment of equity awards (e.g. number of shares and exercise price, if any)
for the Redomestication shall be consistent with the adjustment for holders of
common stock of Foster Wheeler Ltd. as described in the Proxy.


 


2.               All references to the “Company” in any Change
of Control provisions shall be to Foster Wheeler AG.


 

















 


3.               To the degree salary, bonus, and equity
awards were subject to review and approval by Foster Wheeler Ltd.’s Board of
Directors and/or the Compensation Committee of that board they will be so
subject to review and approval by Foster Wheeler AG’s Board of Directors and/or
the Compensation Committee of that board.


 


4.               For the avoidance of doubt, you will not have
an employment relationship with Foster Wheeler AG.


 


To acknowledge your
understanding of the Redomestication and its effect on your employment
agreement and any equity awards that may have been granted to you, please sign
and return copies of this Notice and Acknowledgment, at your earliest
convenience and by no later than March 1, 2009, to Francis Bird.  The changes described above are effective
upon the completion of the Redomestication.


 


A second copy of this Notice
and Acknowledgement is enclosed for your files. 
You should keep it in a secure place. 
If you have any questions regarding this matter, please contact us.


 


 


	
   

  	
  FOSTER WHEELER LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Peter J. Ganz

  
	
   

  	
  Exec. Vice President, General Counsel &
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER ENERGY LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Francis Bird

  
	
   

  	
  HR Director

  



 


ACKNOWLEDGMENT


 


I have read the above Notice
regarding the Redomestication and related matters, and hereby acknowledge and
agree to its terms.


 


	
   

  	
   

  
	
  Printed Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  



 


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