exv10w2






Exhibit 10.2




Third Amendment to the

FOSTER WHEELER AG

Omnibus Incentive Plan




     The Foster Wheeler AG Omnibus Incentive Plan (the “Plan”) is hereby further amended as
follows, pursuant to resolutions adopted by the Compensation Committee of the Board of Directors of
Foster Wheeler AG at its meeting held on May 5, 2009:




	1.	 	The first paragraph of Section 1.1 is replaced in its entirety with the following language:
	 
	 	 	Establishment. Foster Wheeler Ltd., a Bermuda company, established an incentive
compensation plan known as the Foster Wheeler Ltd. Omnibus Incentive Plan (the
“Plan”). The Plan superseded and replaced the Foster Wheeler Inc. 1995 Stock Option
Plan, the Directors Stock Option Plan, the 2004 Stock Option Plan, and the
Management Restricted Stock Plan (the “Prior Plans”), except that the Prior Plans
shall remain in effect until the awards granted under such plans have been
exercised, forfeited, are otherwise terminated, or any and all restrictions lapse,
as the case may be, in accordance with the terms of such awards. On February 9,
2009, Foster Wheeler AG became the ultimate parent company of Foster Wheeler Ltd.
and its subsidiaries as a result of a redomestication effected pursuant to a scheme
of arrangement under Bermuda law (the “Redomestication”), as described in Foster
Wheeler Ltd.’s proxy statement dated December 19, 2008. In the Redomestication, all
of the previously-outstanding common shares of Foster Wheeler Ltd. were cancelled
and each holder of cancelled Foster Wheeler Ltd. common shares received registered
shares of Foster Wheeler AG (or cash in lieu of any fractional shares). Effective
upon the completion of the Redomestication, Foster Wheeler AG, a Swiss company
(hereinafter referred to as the “Company”) assumed the Plan, renamed it the “Foster
Wheeler AG Omnibus Incentive Plan,” and made certain amendments to the Plan.
	 
	2.	 	The first clause of Section 2(i) is replaced in its entirety with the following language:
	 
	 	 	“Cause” means, with respect to any Participant, unless otherwise specified in (a) an
applicable employment or other written agreement between the Company and a
Participant or (b) an applicable employment or other written agreement between an
Affiliate or a Subsidiary (which Affiliate or Subsidiary is incorporated in the
United States or Bermuda) and a Participant which has been approved by the Board or
Committee or executed by the person who is the Chief Executive Officer of the
Company:
	 
	3.	 	The first clause of Section 2(j) is replaced in its entirety with the following language:
	 
	 	 	“Change in Control” means, unless otherwise specified in (a) an applicable
employment or other written agreement between the Company and a Participant or (b)
an applicable employment or other written agreement between an Affiliate or a
Subsidiary (which Affiliate or Subsidiary is incorporated in the United States or
Bermuda) and a Participant which has been approved by the Board or Committee or
executed by the person who is the Chief Executive Officer of the Company,




 









 












	4.	 	The first clause of Section 2(q) is replaced in its entirety with the following language:
	 
	 	 	“Disability” means, unless otherwise specified in (a) an applicable employment or
other written agreement between the Company and a Participant or (b) an applicable
employment or other written agreement between an Affiliate or a Subsidiary (which
Affiliate or Subsidiary is incorporated in the United States or Bermuda) and a
Participant which has been approved by the Board or Committee or executed by the
person who is the Chief Executive Officer of the Company,
	 
	5.	 	Section 2(v) is replaced in its entirety with the following language:
	 
	 	 	“Full Value Award” means an Award other than in the form of an ISO, NQSO, or SAR,
and which is settled by the issuance of fully paid Shares. A Full-Value Award shall
require the Participant to pay at least the par value for each Share issued out of
the Company’s conditional capital. The Company reserves the right to arrange for
payment to be made on the Participant’s behalf as part of an Award or otherwise.
	 
	6.	 	The first clause of Section 2(rr) is replaced in its entirety with the following language:
“(i) the Foster Wheeler Inc. 1995 Stock Option Plan;”
	 
	7.	 	The first clause of Section 2(tt) is replaced in its entirety with the following language:
	 
	 	 	“Resignation for Good Reason” means, unless otherwise specified in (x) an applicable
employment or other written agreement between the Company and a Participant or (y)
an applicable employment or other written agreement between an Affiliate or a
Subsidiary (which Affiliate or Subsidiary is incorporated in the United States or
Bermuda) and a Participant which has been approved by the Board or Committee or
executed by the person who is the Chief Executive Officer of the Company, a material
negative change in the employment relationship without the Participant’s consent;
	 
	8.	 	The first sentence of Section 2(ww) is replaced in its entirety with the following language:
	 
	 	 	“Share” means a registered share of the Company, par value CHF 3.00 each, or such
other par value as may be in effect from time to time.
	 
	 	 	Effective upon the completion of the Redomestication, registered shares of the Company will
be issued, held, made available, or used to measure benefits as appropriate under the Plan
in lieu of Foster Wheeler Ltd. common shares with respect to all outstanding Awards issued
prior to or after the completion of the Redomestication.
	 
	9.	 	Section 4.1 is replaced in its entirety with the following:






	 	4.1	 	Number of Shares Available for Awards
	 
	 	(a)	 	Subject to adjustment as provided in Section 4.4 herein, the maximum
number of Shares available for grant to Participants under this Plan (the
“Share Authorization”) shall be:






	 	(i)	 	Eight million one hundred sixty-thousand (8,160,000)
Shares; plus
	 
	 	(ii)	 	(A) the number of Shares (not to exceed 1,400,000)
which remained available for grant under the Company’s Prior Plans as
of the Effective




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	 	 	 	Date; and (B) the number of Shares (not to exceed 10,000,000)
subject to outstanding awards as of the Effective Date under the
Prior Plans that on or after the Effective Date cease for any reason
to be subject to such awards (other than by reason of exercise or
settlement of the awards to the extent they are exercised for or
settled in vested and nonforfeitable Shares).






	 	(b)	 	All Shares of the Share Authorization may be granted as Full-Value
Awards.
	 
	 	(c)	 	The maximum number of Shares of the Share Authorization that may be
issued pursuant to ISOs under this Plan shall be nine million five hundred
sixty thousand (9,560,000) Shares.
	 
	 	(d)	 	The maximum number of Shares of the Share Authorization that may be
granted to Directors shall be 1,000,000 Shares.






	10.	 	The last sentence of Section 4.2 is replaced in its entirety with the following:
	 
	 	 	The Company will issue new Shares either based on the Company’s conditional or authorized
capital or it may, in its full discretion, deliver treasury shares, shares available on the
open market, or otherwise existing Shares.
	 
	11.	 	Section 4.3 is replaced in its entirety with the following:






          4.3 Annual Award Limits. Unless and until the Committee determines that an
Award to a Covered Employee shall not be designed to qualify as Performance-Based
Compensation, the following limits (each an “Annual Award Limit” and, collectively,
“Annual Award Limits”) shall apply to grants of such Awards under this Plan:




	 	(a)	 	Options. The maximum aggregate number of Shares
subject to Options granted in any one Plan Year to any one Participant
shall be 1,000,000, as adjusted pursuant to Sections 4.4 and/or 19.2.
	 
	 	(b)	 	SARs. The maximum number of Shares subject to Stock
Appreciation Rights granted in any one Plan Year to any one Participant
shall be 1,000,000, as adjusted pursuant to Sections 4.4 and/or 19.2.
	 
	 	(c)	 	Restricted Stock Units or Restricted Stock. The
maximum aggregate grant with respect to Awards of Restricted Stock
Units or Restricted Stock that a Participant may receive in any one
Plan Year shall be 600,000 Shares, as adjusted pursuant to Sections 4.4
and/or 19.2, or equal to the value of 600,000 Shares, as adjusted
pursuant to Sections 4.4 and/or 19.2.
	 
	 	(d)	 	Performance Units or Performance Shares. The maximum
aggregate Award of Performance Units or Performance Shares that a
Participant may receive in any one Plan Year shall be 600,000 Shares,
as adjusted pursuant to Sections 4.4 and/or 19.2, or equal to the value
of 600,000 Shares, as adjusted pursuant to Sections 4.4 and/or 19.2,
determined as of the date of vesting or payout, as applicable.




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	 	(e)	 	Cash-Based Awards. The maximum aggregate amount
awarded or credited with respect to Cash-Based Awards to any one
Participant in any one Plan Year may not exceed the greater of the
value of $5,000,000 or 600,000 Shares, as adjusted pursuant to Sections
4.4 and/or 19.2, determined as of the date of vesting or payout, as
applicable.
	 
	 	(f)	 	Other Stock-Based Awards. The maximum aggregate grant
with respect to Other Stock-Based Awards pursuant to Section 10.2 in
any one Plan Year to any one Participant shall be 600,000 Shares, as
adjusted pursuant to Sections 4.4 

and/or 19.2.






	12.	 	The following new sentence is added to the end of Section 5.5 of the Plan:
	 
	 	 	The Committee further shall have the discretion to determine whether any corporate
event or transaction that results in the sale, spinoff or transfer of a Subsidiary,
business group, operating unit, division, or similar organization constitutes a
termination of employment (or services), and, if so, the effective date of such
termination, for purposes of Awards granted under this Plan.
	 
	13.	 	The third paragraph of Section 6.6 is replaced in its entirety with the following language:
	 
	 	 	Subject to any governing rules or regulations, as soon as practicable after receipt
of written notification of exercise and full payment (including satisfaction of any
applicable tax withholding), the Company shall deliver to the Participant evidence
of book entry Shares in an appropriate amount based upon the number of Shares
purchased under the Option(s).
	 
	14.	 	Section 8.4 is replaced in its entirety with the following: “[deleted]”
	 
	15.	 	The first sentence of Section 8.7 is replaced in its entirety with the following language:
	 
	 	 	In the event that any Shares are required to be forfeited under any circumstances
set forth in this Article 8, Article 20 or otherwise under this Plan or an Award
Agreement, then the Company shall have the right (but not the obligation) to
repurchase any or all of such forfeited Shares for $0.001 per Share repurchased.
	 
	16.	 	The first sentence of Section 9.7 is replaced in its entirety with the following language:
	 
	 	 	In the event that any Shares are required to be forfeited under any circumstances
set forth in this Article 9, Article 20 or otherwise under this Plan or an Award
Agreement, then the Company shall have the right (but not the obligation) to
repurchase any or all of such forfeited Shares for $0.001 per Share repurchased.
	 
	17.	 	The first sentence of Section 10.7 is replaced in its entirety with the following language:
	 
	 	 	In the event that any Shares are required to be forfeited under any circumstances
set forth in this Article 10, Article 20 or otherwise under this Plan or an Award
Agreement, then the Company shall have the right (but not the obligation) to
repurchase any or all of such forfeited Shares for $0.001 per Share repurchased.




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	18.	 	The second paragraph of Section 11.1 is replaced in its entirety with the following language:
	 
	 	 	In order to effect a forfeiture under this Article 11, the Committee may require
that the Participant sell Shares received upon exercise or settlement of an Award to
the Company or to such other person as the Company may designate at such price and
on such other terms and conditions as the Committee in its sole discretion may
require. Further, as a condition of each Award, the Company shall have, and each
Participant shall be deemed to have given the Company, a proxy on each Participant’s
behalf, and each Participant shall be required and be deemed to have agreed to
execute any other documents necessary or appropriate to carry out this Article 11.
	 
	19.	 	The following new paragraph is added to the end of Section 12.2 of the Plan:
	 
	 	 	For the sole purpose of enabling electronic trading of awarded Shares, the awarded
Shares must be assigned and transferred to Cede & Co., the Nominee of the Bank
Depository Trust Company, a U.S. clearing agency. Any Shares not held by Cede & Co.
must be separately registered by a Participant prior to sale or trading.
	 
	20.	 	This Third Amendment is effective the date the Redomestication was completed, i.e., February
9, 2009.





     IN WITNESS WHEREOF, Foster Wheeler AG has caused this Third Amendment to the Plan to be
executed.



	 	 	 	 	 	 	 
	 	 	FOSTER WHEELER AG	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Peter J. Ganz
 

Peter J. Ganz
	 	 
	 

	 	Title:
	 	Executive Vice President, General	 	 
	 

	 	 	 	Counsel & Secretary	 	 







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