Exhibit 10.8


 





 


PETER J. GANZ


 


	
  Executive
  Vice President, General Counsel

  	
  Tel:

  	
  908-730-4020

  
	
  &
  Secretary

  	
  Fax:

  	
  908-730-5300

  
	
   

  	
  Email:
  

  	
  peter_ganz@fwc.com

  



 


	
  To:

  	
  [NAME]

  
	
   

  	
   

  
	
  Date:

  	
  February 9, 2009

  
	
   

  	
   

  
	
  Re:

  	
  Notice and Acknowledgement
  Regarding Redomestication of Foster Wheeler Ltd.

  



 


NOTICE


 


I am sending you this Notice
and Acknowledgement on behalf of Foster Wheeler Ltd., Foster Wheeler Inc., and Foster
Wheeler International Corporation because you are a party to an employment
agreement with 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, your employment
agreement with Foster Wheeler Ltd. is being assigned to and assumed by Foster Wheeler
Inc. (the “Subsidiary”) and the Subsidiary will be your employer after the
Redomestication.  Following the
Redomestication and the assignment of your agreement to the Subsidiary, the
following clarifications regarding your employment agreement shall apply:


 

















 


1.               Other than as set forth below, all references
to the “Company” shall be references to the Subsidiary.


 


2.               If your agreement specifies a specific title
or reporting relationship, those titles and reporting relationships shall be as
to Foster Wheeler AG, and to the extent applicable, as to the Subsidiary as
well.  You will not, however, have an
employment relationship with Foster Wheeler AG.


 


3.               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.


 


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


 


5.               All references to the “Company” in
Confidential Information, Non-Competition, and Non-Solicitation provisions
shall be to Foster Wheeler AG.


 


6.               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.


 


7.               If your agreement refers to the judgment of
the “Board” in its definition of “Cause,” the reference shall be to the Board
of Directors of Foster Wheeler AG.


 


8.               To the degree the terms of your employment
agreement with Foster Wheeler Ltd. supersede those of other agreement or plans,
including those of equity award agreements and/or plans, they will continue to
do so.


 


9.               Foster Wheeler International Corporation
hereby unconditionally guarantees all of the Subsidiary’s obligations under
your employment agreement.


 


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 a copy of this Notice and Acknowledgment, at your earliest convenience
and by no later than [DATE] to John Doyle, Assistant Secretary, Foster Wheeler
Ltd., Perryville Corporate Park, Clinton, New Jersey 08809-4000.  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 me.


 


[Signatures and Acknowledgment
Follow]


 


2

















 


	
  FOSTER WHEELER LTD.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: Peter J. Ganz

  	
   

  
	
  Title: Exec. Vice President, General Counsel &
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  FOSTER WHEELER INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: Peter J. Ganz

  	
   

  
	
  Title: Exec. Vice President, General Counsel, Secretary
  & CGO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  FOSTER WHEELER
  INTERNATIONAL CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: Peter J. Ganz

  	
   

  
	
  Title: Exec. Vice President & Secretary

  	
   

  



 


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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