Exhibit
10.1

     

    THIRD
AMENDMENT TO THE

    EMPLOYMENT
AGREEMENT

    BETWEEN

    FOSTER
WHEELER INC.

    AND

    UMBERTO DELLA
SALA

     

    This
THIRD AMENDMENT (this
“Amendment”) to the Employment Agreement between FOSTER WHEELER INC., a
Delaware corporation (the “Employer”), and UMBERTO DELLA SALA (the
“Executive”), dated as of March 1, 2008 (the “Employment Agreement”), is made
and entered into as of November 29, 2010.

     

    WHEREAS, Foster Wheeler Ltd.
entered into the Employment Agreement with the Executive on March 1, 2008,
Foster Wheeler Ltd. and the Executive entered into a First Amendment to the
Employment Agreement effective as of October 1, 2008, the Employer, with the
Executive’s agreement, assumed the Employment Agreement from Foster Wheeler Ltd.
in February 2009, and the Employer and the Executive entered into a Second
Amendment to the Employment Agreement, effective February 18, 2010 (the
Employment Agreement, as so assumed and amended, the “Agreement”);
and

     

    WHEREAS, the Executive was
named as Interim Chief Executive Officer of Foster Wheeler AG, effective October
22, 2010 and the Executive has accepted to serve in this position, in addition
to his duties under the Agreement, until the earlier of July 22,2011 or the date
a new Chief Executive Officer’s employment commences;

     

    WHEREAS, the Executive and the
Employer have agreed to further amend the Agreement to (i) provide for the
Executive’s compensation during the period he serves as Interim Chief Executive
Officer and (ii) clarify certain provisions of the Agreement related to Section
409A of the Code (as defined in the Agreement);

     

    NOW THEREFORE, be it resolved,
accordingly, the Employer and the Executive by executing this Amendment hereby
agree to amend the Agreement as follows:

     

    
      	
              1.

            	
              Agreement
      Section 3.3 is hereby revised to read in its entirety as
      follows:

            


    

     

    3.3         Long-Term
Incentive. The
Executive will, receive on December 1, 2010 the
following:

     

    3.3.1.     Restricted
Stock Unit Grant.  A grant of a
number of restricted stock units which will be payable in registered shares of
the Parent (“Shares”) with an economic value as of the Grant Date equal to
approximately Nine
Hundred Thousand US Dollars (USD $900,000) (the “Restricted Stock
Units”).  The Restricted Stock Units will be granted under the
Parent’s Omnibus Incentive Plan.  The Restricted Stock Units will be
issued on the Grant Date.  For purposes of this Subsection 3.3.1, the
determination of the number of Restricted Stock Units to be granted to Executive
shall be consistent with the methodology used for valuing restricted stock units
granted to employees which has been approved and adopted by the Compensation
Committee of the Parent’s Board.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.3.2.   
 Stock
Option Grant.  A grant of stock options to purchase Shares with
an economic value as of the Grant Date equal to approximately Nine Hundred Thousand US
Dollars (USD $900,000) (the “Options”).  The Options will be
granted under the Parent’s Omnibus Incentive Plan and for purposes of such
Omnibus Incentive Plan:

     

    (i)           the
Options will be Nonqualified Stock Options;

     

    (ii)          the
exercise price will be equal to the Fair Market Value of a Share as defined
under the terms of the Parent’s Omnibus Incentive Plan on the Grant Date;
and

     

    (iii)         the
Expiration Date will be the seventh anniversary of the Grant
Date.

     

    The
Options will be issued on the Grant Date.  For purposes of this
Subsection 3.3.2, the determination of the number of Options to be granted to
Executive shall be consistent with the methodology used for valuing stock
options granted to employees which has been approved and adopted by the
Compensation Committee of the Parent’s Board.

     

    3.3.3.    
Vesting.  With respect to
the Restricted Stock Units and the Options issued on the Grant Date, one-third will vest on each
of the first, second, and third anniversaries of the Grant Date, provided
that the Executive is still employed on such dates, subject to the provisions of
Section 4 of this Agreement.  Executive shall not be eligible to
receive any additional regular cycle grants under the Parent’s Omnibus Incentive
Plan during the Term.  For the avoidance of doubt, with regards to the
Restricted Stock Units and Options provided for in this Amendment, Executive
shall be eligible for Retirement during the Term if he qualifies for same under
and within the meaning of the Parent’s Omnibus Incentive Plan, all on terms to
be set forth in separate grant agreements as described below.

     

    3.3.4.   
 Grant
Agreements.  The Restricted
Stock Units and Options will be governed by separate agreements entered into
between the Executive and the Parent, and in the event of any inconsistency
between such separate agreements and the terms of this Agreement (including, but
not limited to its Section 4), this Agreement shall govern and
control.  For avoidance of doubt, nothing in the preceding sentence
shall be construed to limit the application of any provision of such separate
agreements that expressly refers to and incorporates a provision of this
Agreement.

     

    For the
avoidance of doubt, the grants under Subsections 3.3.1 and 3.3.2 are in addition
to, and not in lieu of, the grants already made under the Employment Agreement
and its Second Amendment.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    
      	
              2.

            	
              A
      new Agreement Section 3.9 is hereby added as
  follows:

            


    

     

    3.9         Interim
CEO Cash Increase.  The Executive shall have his US Base Salary
and his target opportunity for his annual incentive bonus increased for the
period during which he serves as Interim Chief Executive Officer (“CEO”) as
follows:

     

    (i)           During
each month the Executive serves as CEO, his annual US Base Salary shall be
increased to Four
Hundred Eighty Thousand Euros (€480,000) (such increased amount, “CEO US
Base Salary”), payable monthly in arrears.  When the Executive ceases
to serve as CEO, his US Base Salary shall revert to Three Hundred Ninety-One
Thousand Euros (€391,000), or such other higher amount as the Board’s
Compensation Committee may set.  If the Executive serves part of a
month as CEO and part of it not as CEO, his CEO US Base Salary for such month
shall be pro-rated based on the days he serves as CEO during such
month.

     

    (ii)         
While the Executive serves as CEO, his target opportunity for his annual
incentive bonus shall be increased to One Hundred Fifty Percent
(150%) of his CEO US Base Salary, (up to a maximum opportunity of Three Hundred Percent
(300%) of his CEO US Base Salary)(“CEO Target
Opportunity”).  The CEO Target Opportunity shall be used to calculate
the Executive’s Annual Bonus in accordance with Section 3.2, which Annual Bonus,
if any, shall be paid in accordance with Section 3.2.  If the
Executive serves part of a year as CEO and part of it not as CEO, his Annual
Bonus shall be pro-rated so that a portion of it is determined based on the
number of days in the relevant year he served as CEO using the CEO Target
Opportunity and CEO US Base Salary and so that the other portion is determined
based on the remaining number of days in the relevant year using the target
opportunity set forth at Section 3.2 and his normal US Base Salary.

     

    
      	
              3.

            	
              For
      purposes of Sections 1 and 2 of this Amendment, the Executive’s service as
      CEO shall be deemed to have commenced on October 22, 2010 and it shall end
      upon the earlier of (A) July 22, 2011, or (B) the date a new Chief
      Executive Officer’s employment
commences.

            


    

     

    
      	
              4.

            	
              Agreement
      Section 4.1.5 is hereby revised by adding the following new sentence to
      the end of Section 4.1.5:

            


    

     

    In the
event that the termination of the Executive’s employment does not constitute a
“separation from service” as defined in Section 409A of the Internal Revenue
Code of 1986, including all regulations and other guidance issued pursuant
thereto (the “Code”), the Executive’s rights to the payments and benefits
described in this Section 4 shall vest upon the Termination Date, but no payment
to the Executive that is subject to Section 409A shall be paid until the
Executive incurs a separation from service (or as set forth at Section 13, until
six months after such date if the Executive is a specified employee), and any
amounts that would otherwise have been paid prior to such date shall be paid
instead as soon as practicable after such date.

    

      
        
           


        

        
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              5.

            	
              The
      last paragraph in Agreement Section 4.2.2 is hereby revised to read in its
      entirety as follows:

            


    

     

    In no
event, however, shall the Executive be entitled to receive the pay and benefits
that the Employer shall provide the Executive pursuant to this Section 4.2.2
unless the Executive provides the Employer an enforceable waiver and release
agreement in a form that the Employer normally requires.  Such release
shall be furnished to the Executive for his review not later than seven business
days following the Termination Date, and shall be executed and returned to the
Employer within 21 days of receipt (or within 45 days of receipt if the
Executive’s separation is part of a group).  Provided the Executive
does not timely revoke the waiver and release agreement within seven days after
its execution, pay and benefits pursuant to this Section 4.2.2 shall commence on
the expiration of the revocation period, and any amounts that otherwise would
have been paid to the Executive pursuant to this Section 4.2.2 before the
expiration of the revocation period shall be paid to the Executive, without
interest, as soon as practicable after the expiration of the revocation period
(but in no event more than 60 days after the Termination Date).

     

    
      	
              6.

            	
              Agreement
      Section 4.3.2(i)(A) is hereby revised to read in its entirety as
      follows:

            


    

     

    Accrued
Obligations.  The sum of (I)
the Executive’s Annual Base Salary through the Termination Date to the extent
not theretofore paid, (II) the product of (1) the higher of:
(a) any Recent Annual Bonus, and (b) the Annual Bonus paid or payable,
including any bonus or portion thereof which has been earned but deferred (and
annualized for any fiscal year consisting of less than twelve full months or
during which the Executive was employed for less than twelve full months), for
the most recently completed fiscal year during the Change of Control Period, if
any (such higher amount being referred to as the “Highest Annual Bonus”) and (2)
a fraction, the numerator of which is the number of days in the current fiscal
year through the Termination Date, and the denominator of which is 365, and
(III) any accrued vacation pay, in each case, to the extent not theretofore paid
(the sum of the amounts described in subclauses (I), (II), and (III), (the
“Accrued Obligations”);

     

    
      	
              7.

            	
              Agreement
      Section 13 is hereby revised by adding the following new Section
      13.2:

            


    

     

    13.2 
     Interpretation
and Administration of Agreement.  To the maximum
extent permitted by law and consistent with the substantive terms of this
Agreement, this Agreement shall be interpreted and administered in such a manner
that the payments to the Executive are either exempt from, or comply with all
requirements of, Section 409A of the Code.

     

    
      	
              8.

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

            


    

     

    
      
         

      

      
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              9.

            	
              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.

            


    

     

    [SIGNATURES
FOLLOW]

     

    
      
         

      

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

     

    
      
        
          
            	 	
                    FOSTER
      WHEELER INC.

                  	 
      
	 	 
      	 
      	 
      
	 	
                    By:  

                  	
                    /s/ Raymond J. Milchovich

                  	 
      
	 	
                    Name: 
      

                  	
                     
      Raymond J. Milchovich

                  	 
      
	 	
                    Title: 
      

                  	
                     
      Authorized Signatory

                  	 
      


          

        

      

    

     

    
      
        
          
            
              
                
                  
                    	 	
                            /s/ Umberto della Sala

                          	 
	 	
                            UMBERTO
      DELLA SALA

                          	 


                  

                

              

            

          

        

      

    
 

    
      
         


      

      
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