Prepared and filed by St Ives Burrups





Exhibit
10.21

EMPLOYMENT AGREEMENT




  EMPLOYMENT AGREEMENT
      (this “Agreement”)
    dated as of September 10, 2002, between FOSTER WHEELER LTD., a Bermuda company
    (the “Company”), and Steven I. Weinstein (the “Executive”). 
  

      The Executive
          is currently employed by the Company, and the Executive and the Company
          wish to continue their employment relationship, on the terms and conditions
          set forth in this Agreement.
  

  Accordingly,
      the Company and the Executive hereby agree as follows:

   1. Employment,
      Duties and Acceptance.



  1.1 Employment,
      Duties. The Company hereby agrees to continue 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 Vice President & Deputy General Counsel of the Company 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 Senior Vice President & General Counsel; provided, however, that the
    Executive 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 Executive’s
    title shall be Vice President & Deputy General Counsel, 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.

  1.2
            Acceptance. The Executive hereby accepts such employment and agrees
        to render the services described above. During the Term, and consistent
            with the above, the Executive agrees to serve the Company faithfully
            and to the best of the Executive’s ability, to devote the Executive’s
            entire business time, energy and skill to such employment, and to use
            the Executive’s best efforts, skill and ability to promote the
            Company’s interests.

   1.3
        Location. The duties to be performed by the Executive hereunder shall
        be performed primarily at the Company’s offices in Clinton, New
        Jersey, subject to reasonable travel requirements consistent with the
        nature of the Executive’s duties from time to time on behalf of
        the Company. The Executive shall keep Executive’s primary residence
        within reasonable daily commute of the Clinton, New Jersey area throughout
        the Term.









  2. Term of Employment.




   2.1
      Term. The term of the Executive’s employment under this Agreement (the “Term”)
      shall commence on September 10, 2002 (the “Effective Date”),
      and shall end on the date on which the Term is terminated pursuant to Section
      4.



3.
    Compensation; Benefits.


  3.1 Salary.
      As compensation for all services to be rendered pursuant to this Agreement,
      the Company agrees to pay to the Executive
    during the Term a base salary, payable monthly in arrears, at the initial
      annual rate of $275,000 effective October 1, 2002 (the “Base Salary”).
    On each anniversary of the Effective Date or such other appropriate date during
    each year of the Term when the salaries of executives at the Executive’s
    level are normally reviewed, the Company shall review the Base Salary and
    determine if, and by how much, the Base Salary should be increased. All payments
    of Base
    Salary or other compensation hereunder shall be less such deductions or withholdings
    as are required by applicable law and regulations. 
  

     3.2 Bonus. Executive shall be eligible to participate, as determined by the
      Compensation Committee of the Board of Directors of the Company (the “Board”),
      in the Company’s annual incentive program as in effect from time
      to time for executives at the Executive’s level. Initially, the Executive’s
      participation shall be in the discretionary bonus program designated the “Foster
      Wheeler Annual Incentive Plan for 2002 and Subsequent Years.” 

  3.3 Stock Options. Executive
      shall be eligible for annual stock option grants, as determined by the
      Compensation Committee of the Board, under the Company’s
        stock option plan covering executives at the Executive’s level,
  as in effect from time to time.

      3.4 Business Expenses. The Company shall pay or reimburse the Executive for
        all reasonable expenses actually incurred or paid by the Executive during
        the Term in the performance of the Executive’s services under this
        Agreement, subject to and in accordance with applicable expense reimbursement
        and related policies and procedures as in effect from time to time.

              3.5 Vacation. During the Term, the Executive shall be entitled to an annual
        paid vacation period or periods in accordance with the applicable executive
        vacation policy as in effect from time to time, which in no event shall
        be less than the vacation policy as in effect on the Effective Date.

      3.6 Benefits and Perquisites. During the Term, the Executive shall be entitled
        to participate in those defined benefit, defined contribution, group
        insurance, medical, dental, disability and other benefit plans and such
        perquisites of the Company as from time to time in effect and on a basis
no less favorable than any other executive at the Executive’s level.


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  3.7 Change of Control.
      The Executive shall be covered under the Company’s
      Change in Control Agreement as in effect from time to time for executives at
      the Executive’s level. Any amounts and/or benefits payable, paid
      or provided to the Executive under such Change in Control Agreement shall
      be
      in lieu of
      and not in addition to amounts and/or benefits payable or provided under
      this Agreement. This Agreement is not intended to preclude benefits payable
      under
  the Change in Control Agreement should the events described therein occur.



 4.
    Termination.


  4.1 Termination Events. 




  4.1.1 Executive’s
      employment and the Term shall terminate immediately upon the occurrence
  of any of the following:



(i) the death of the Executive;
    
  (ii)
        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; or

    (iii)
        notice of termination for “Cause”. As used herein, “Cause” means
      (i) conviction of a felony; (ii) actual or attempted theft or embezzlement
      of Company assets; (iii) use of illegal drugs; (iv) material breach of the
      Agreement that the Executive has not cured within thirty (30) days after
      the Company has provided the Executive notice of the material breach which
      shall be given within sixty (60) days of the Company's knowledge of the occurrence
      of the material breach; (v) commission of an act of moral turpitude that
      in the judgment of the Board can reasonably be expected to have an adverse
      effect on the business, reputation or financial situation of the Company
      and/or the ability of the Executive to perform the Executive's duties; (vi)
      gross negligence or willful misconduct in performance of the Executive’s
      duties; (vii) breach of fiduciary duty to the Company; or (viii) willful
      refusal to perform the duties of Executive’s titled position. 




  4.1.2 The Executive
      may immediately resign the Executive’s position for
      Good Reason and, in such event, the Term shall terminate. As used herein, “Good
      Reason” means without the Executive’s consent (i) material diminution
      in title, duties, responsibilities or authority; (ii) reduction of Base Salary
      and benefits except for across-the-board changes for executives at the Executive’s
      level; (iii) exclusion from executive benefit/compensation plans; (iv) relocation
      of the Executive’s principal business location by the Company of
      greater than fifty (50) miles; (v) material breach of the Agreement that
      the Company
      has not cured within thirty (30) days after the Executive has provided
      the Company notice of the material breach which shall be given within sixty
      (60)
      days of the Executive’s knowledge of the occurrence of the material breach;
      or (vi) resignation in compliance with applicable law or rules of professional
      conduct.


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4.1.3
    The Company may terminate the Executive’s
  employment 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 Company may require that the Executive cease performing
  some or all of the Executive's duties and/or not be present at the Company's
  offices and/or other facilities. 
  4.1.4
        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, the
      Term shall terminate. During such thirty (30) day notice period, the Company
      may require that the Executive cease performing some or all of the Executive's
      duties and/or not be present at the Company’s offices and/or other facilities.

  4.1.5 The
      date upon which Executive’s employment and the Term terminate
      pursuant to this Section 4.1 shall be the Executive’s “Termination
      Date” for all purposes of this Agreement.




  4.2 Payments Upon a Termination Event.




4.2.1
    Following any termination of the Executive’s employment, the Company
    shall pay or provide to the Executive, or the Executive’s estate or
    beneficiary, as the case may be, (i) Base Salary earned through the Termination
    Date; (ii) the balance of any awarded but as yet unpaid, annual cash incentive
    or other incentive awards for any calendar year prior to the calendar year
    during which the Executive’s Termination Date occurs; (iii) a payment
    representing the Executive’s accrued but unused vacation; (iv) any
    vested, but not forfeited benefits on the Termination Date under the Company’s
    employee benefit plans in accordance with the terms of such plans; and (v)
    benefit continuation and conversion rights to which the Executive is entitled
    under the Company’s employee benefit plans.

    4.2.2
          Following a termination by the Company without Cause or by the Executive
            for Good Reason, the Company shall pay or provide to the Executive
          in addition to the payments in Section 4.2.1 above, (i) Base Salary
        at the
            rate in effect on the Termination Date (“Termination Base Salary
            Rate”), payable monthly following the Termination Date and continuing
            for twenty-four months thereafter; (ii) an annual cash incentive payment
            for the calendar year that includes the Executive’s Termination
            Date and the following calendar year equal to a percentage of the Termination
            Base Salary Rate equal to the average percentage of base salaries paid
            as bonuses to the executives of the Company at the Executive’s
            level under the Company’s annual incentive program during such
            applicable calendar year and payable at the time that the Company pays
            annual cash incentive payments to other participants in such program;
            (iii) two additional years of age and service to be credited under the
            Company’s pension plan and supplemental pension plan; (iv) two
            years of continued health and welfare benefit plan coverage following
            the Termination Date (excluding any additional vacation accrual or sick
            leave) at active employee levels and active employee cost; (v) except
            as prohibited by law, removal of transfer and other restrictions from
            all shares of capital stock of the Company registered in the Executive’s
            name; (vi) full vesting of all stock options to purchase shares of
            capital stock of the Company; and (vii) executive level career transition
            assistance
            services by a firm selected by the Executive and approved by the
            Company. Notwithstanding
            any other provision of this Agreement, as consideration for the pay and
            benefits that the Company shall provide the Executive pursuant to this
            Section 4.2.2, the Executive shall provide the Company an enforceable
            waiver and release agreement in a form that the Company normally requires.



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 4.3
    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 the obligations of the Company under this Agreement.


  5.
  Protection of Confidential Information; Non-Competition.



 5.1
    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 5 and 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, to divulge to any other entity or person any confidential
      information acquired by the Executive concerning the Company’s or its
      subsidiaries’ or affiliates’ 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 5.1.1 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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 5.1.2
    to deliver promptly to the Company on termination of the Executive’s
    employment with the Company, or at any time that the Company may so request,
    all confidential memoranda, notes, records, reports, manuals, drawings, software,
    electronic/digital media records, blueprints and other documents (and all
    copies thereof) relating to the Company’s (and its subsidiaries’ and
    affiliates’) business and all property associated therewith, which
    the Executive may then possess or have under the Executive’s control.


  5.2 In consideration
      of the Company’s entering into this Agreement, the
      Executive agrees that at all times during the Term and thereafter for the time
      period described hereinbelow, 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”):




  5.2.1 until the first anniversary of the Termination
    Date, engage in any activity for or on behalf of a Competitor, as director,
    employee, shareholder, consultant or otherwise, which is the same as or similar
    to activity in which Executive engaged at any time during the last two (2)
    years of employment by the Company;
        

  5.2.2 until the second anniversary of the Termination Date, (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 the
            purpose or with the intent of enticing such Person to cease such activity
            on behalf of the Company or such subsidiary or affiliate; or (ii) solicit,
            induce, or attempt to induce any customer of the Company to cease doing
            business in whole or in part with or through the Company or a subsidiary
            or affiliate, or to do business with any Competitor.



  
    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. For purposes of this Agreement, “a material line
        of business conducted by the Company” means an activity of the
        Company generating gross revenues to the Company of more than twenty-five
        million
        dollars ($25,000,000) in the immediately preceding fiscal year of the
        Company.

  

  
5.3
      If the Executive commits a breach or threatens to breach any of the provisions
      of Section 5.1 or 5.2 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.



  6






5.4 If any of the covenants contained in Sections
  5.1, 5.2 or 5.3, 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.
    
  

  
  5.5 The period during which the prohibitions of Section 5.2 are in effect
          shall be extended by any period or periods during which the Executive
          is in violation of Section 5.2.

    5.6 If any of the covenants contained in Sections 5.1 or 5.2, 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.

  5.7 The
      parties hereto 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 the
          event that the courts of any one or more of such states shall hold
      such covenants wholly 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 states 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 state being for this purpose severable into diverse
          and independent
  covenants.


6. Intellectual Property.
  Notwithstanding
      and without limiting the provisions of Section 5, 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 the Term, 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.

  7. Indemnification.

  In addition
      to any rights to indemnification to which the Executive is entitled under
      the Company’s charter and by-laws, to the extent permitted
          by applicable law, the Company will indemnify, from the assets of the
          Company supplemented by insurance in an amount determined by the Company,
          the Executive at all times, during and after the Term, and, to the maximum
          extent permitted by applicable law, shall pay the Executive’s expenses
          (including reasonable 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
          or actual action, suit or proceeding to which the Executive may be
          made a party, brought by any shareholder of the Company directly or
          derivatively
          or by any third party by reason of any act or omission or alleged act
          or omission in relation to any affairs of the Company or any subsidiary
          or affiliate of the Company of the Executive as an officer, director
          or employee of the Company or of any subsidiary or affiliate of the
          Company. The Company shall use its best efforts to maintain during
          the Term and
          thereafter insurance coverage sufficient in the determination of the
          Company to satisfy any indemnification obligation of the Company arising
          under this Section 7.



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  8. 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, Inc.

    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.

  

  
    9. General.



    
      9.1 This Agreement shall be governed by and
      construed and enforced in accordance with the laws of the State of New
      Jersey applicable to agreements made between residents thereof and to be
      performed entirely in New Jersey.

      9.2 The section headings contained herein are for reference purposes only and
      shall not in any way affect the meaning or interpretation of this Agreement.

      9.3 This Agreement sets forth the entire agreement and understanding of the
          parties relating to the subject matter hereof, and supersedes 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 this Agreement, and
          neither party shall be bound by or liable for any alleged representation,
          promise or inducement not so set forth.

    

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  9.4 This
      Agreement, and the Executive’s rights
    and obligations hereunder, may not be assigned by the Executive, nor may the
    Executive pledge, encumber or anticipate any payments or benefits due hereunder,
    by operation of law or otherwise. The Company may assign its rights, together
    with its obligations, hereunder (i) to any affiliate or (ii) to a third party
    in connection with any sale, transfer or other disposition of all or substantially
    all of any business to which the Executive’s services are then principally
    devoted, provided that no assignment pursuant to clause (ii) shall relieve
    the Company from its obligations hereunder to the extent the same are not
    timely discharged by such assignee.   

    9.5
                                                                        The respective
                                                                        rights and
                                                                        obligations
                                                                        of the parties
                                                                        hereunder shall
              survive any termination of this Agreement or the Term to the extent necessary
    to the intended preservation of such rights and obligations.

  9.6 This
        Agreement may be amended, modified, superseded, canceled, renewed or extended
        and the terms or covenants hereof may be waived, only by
          a written instrument executed by both of the parties hereto, or in the
          case of a waiver, by the party waiving compliance. The failure of either
          party at any time or times to require performance of any provision hereof
          shall in no manner affect the right at a later time to enforce the same.
          No waiver by either party of the breach of any term or covenant contained
          in this Agreement, whether by conduct or otherwise, in any one or more
          instances, shall be deemed to be, or construed as, a further or continuing
          waiver of any such breach, or a waiver of the breach of any other term
    or covenant contained in this Agreement.

  9.7 This
          Agreement may be executed in two or more counterparts, each of which shall
          he deemed to be an original but all of which together will constitute
      one and the same instrument.

  9.8
        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 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.




  10. Dispute Resolution. 




  Subject to the rights
      of the Company pursuant to Section 5.3 above, any controversy, claim or
      dispute arising out of or relating to this
              Agreement, the breach
          thereof, or the Executive’s employment by the Company shall be settled
          by arbitration with three arbitrators. The arbitration will be administered
          by the American Arbitration Association in accordance with its National
          Rules for Resolution of Employment Disputes. The arbitration proceeding
          shall be confidential, and judgment on the award rendered by the arbitrator
          may be entered in any court having jurisdiction. Any such arbitration shall
          take place in the Clinton, New Jersey area, or in any other mutually agreeable
          location. In the event any judicial action is necessary to enforce the
          arbitration provisions of this Agreement, sole jurisdiction shall be in
          the federal and state courts, as applicable, located in New Jersey. Any
          request for interim injunctive relief or other provisional remedies or
          opposition thereto shall not be deemed to be a waiver or the right or obligation
          to arbitrate hereunder. The arbitrator shall have the discretion to award
          reasonable attorneys’ fees, costs and expenses to the prevailing
          party. To the extent a party prevails in any dispute arising out of this
          Agreement or any of its terms and provisions, all reasonable costs, fees
          and expenses relating to such dispute, including the parties’ reasonable
          legal fees, shall be borne by the party not prevailing in the resolution
          of such dispute, but only to the extent that the arbitrator or court,
          as the case may be, deems reasonable and appropriate given the merits
          of the
          claims and defenses asserted.





  9







11. Free to Contract.
  The Executive
        represents and warrants to the Company that Executive is able freely
        to accept engagement and employment by the Company as described
          in this Agreement and that there are no existing agreements, arrangements
          or understandings, written or oral, that would prevent Executive from
          entering into this Agreement, would prevent Executive or restrict Executive
          in any way from rendering services to the Company as provided herein
          during the Term or would be breached by the future performance by the
          Executive of Executive’s duties hereunder. The Executive also represents
          and warrants that no fee, charge or expense of any sort is due from the
          Company to any third person engaged by the Executive in connection with
          Executive’s employment by the Company hereunder, except as disclosed
          in this Agreement.

    12. Subsidiaries and Affiliates.

  As used
      herein, the term “subsidiary” shall mean any corporation
      or other business entity controlled directly or indirectly by the Company
      or other business entity in question, and the term “affiliate” shall
      mean and include any corporation or other business entity directly or indirectly
      controlling, controlled by or under common control with the Company or
      other business entity in question.

        


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


  FOSTER WHEELER LTD.

    

    

    

    By: /s/ Raymond J. Milchovich

    Raymond J. Milchovich

    Chairman, President and 

    Chief Executive Officer
    
  

   

  /s/ Steven I. Weinstein

  Steven I. Weinstein





  

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