EXHIBIT
10.1

     

    EMPLOYMENT
AGREEMENT

     

    EMPLOYMENT AGREEMENT (this
“Agreement”) dated as of
May 10, 2010, between FOSTER
WHEELER INC., a Delaware corporation (the “Company”), ROBERT C. FLEXON (the “Executive”), FOSTER WHEELER USA
CORPORATION, a Delaware corporation (“FWUSA”), and FOSTER WHEELER INTERNATIONAL
CORP., a Delaware corporation (the “Guarantor”).

     

    WHEREAS, the Executive and
FWUSA are parties to that certain employment agreement (the “FWUSA Employment Agreement”),
dated as of November 3, 2009, pursuant to which the Executive serves as
President and Chief Executive Officer of FWUSA;

     

    WHEREAS, pursuant to the
senior leadership succession plan previously announced by  Foster
Wheeler AG (“Parent”),
the Executive is to be elected as Chief Executive Officer of Parent, effective
June 1, 2010, and, as of such date, is to be seconded to Foster Wheeler
Management AG, an affiliate of the Company (“FWMAG”);

     

    WHEREAS, in connection with
Executive’s pending election as Chief Executive Officer of Parent, FWUSA and
Executive wish to terminate the FWUSA Employment Agreement and the Company and
Executive wish to enter into an employment relationship on the terms and
conditions set forth in this Agreement, all effective June 1, 2010;
and

     

    WHEREAS, the Guarantor is an
affiliate of the Company and will receive substantial indirect benefits from the
Executive’s employment with the Company on the terms set forth in this Agreement
and all parties desire that the Guarantor guarantee the Company’s obligations
under 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 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 Chief Executive Officer of Parent and to perform such other duties
(including service as a director or officer of any affiliate of the Company if
elected) as may be assigned by the Board of Directors of Parent (the “Board”); provided, however, that the
Executive may, subject to approval by the Board, serve on the Board of Directors
of not more than two for-profit businesses at any time during the Term that do
not compete with Parent or any of its subsidiaries and 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 Chief Executive
Officer, 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
Board, and the Executive shall have all authorities as are customarily and
ordinarily exercised by executives in similar positions in similar
businesses.  The Executive shall report solely to the
Board.  The Company agrees to use its best efforts to cause Parent to
nominate the Executive for election to the Board by the shareholders of Parent
at its Annual Meeting of Shareholders to be held May 5, 2010, and at each
subsequent Annual Meeting at which the Executive’s position on the Board is up
for election.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 interests of the Company and Company’s affiliates.  The
Executive further agrees to be seconded to FWMAG during the Term, effective as
of the Effective Date.

     

    1.3           Fiduciary
Duties to the Company
and Company’s Affiliates. Executive acknowledges
and agrees that Executive owes a fiduciary duty of loyalty, fidelity and
allegiance to act at all times in the best interests of the Company and
Company’s affiliates and to do no act which would, directly or indirectly,
injure the Company’s or its affiliates’ business, interests, or
reputation.  It is agreed that any direct or indirect interest in,
connection with, or benefit from any outside activities, particularly commercial
activities, which interest might in any way adversely affect the Company or
Company’s affiliates, involves a possible conflict of interest.  In
keeping with Executive’s fiduciary duties to the Company or Company’s
affiliates, Executive agrees that Executive shall not knowingly become involved
in a conflict of interest with the Company or Company’s affiliates, or upon
discovery thereof, allow such a conflict to continue.  Moreover,
Executive shall not engage in any activity which might involve a possible
conflict of interest without first obtaining approval in accordance with
policies and procedures of the Company or Company’s affiliates.

     

    1.4           Location.  The duties to be
performed by the Executive hereunder shall be performed primarily at FWMAG’s
offices in Geneva, Switzerland or such other location in Switzerland as the
Company may request, 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 a residence within reasonable daily
commute of the Geneva, Switzerland area, or such other location in Switzerland
as the Company may request, throughout the Term.

     

    1.5           Transfer
of Employment Within the Affiliated Group.  Nothing contained
herein shall be construed to preclude the transfer of Executive’s employment to
another affiliated entity of the Company (“Subsequent Employer”) at any
time during the Term and no such transfer shall be deemed to be a termination of
employment for purposes of Section 4 hereof; provided, however, that,
effective with such transfer, all of the Company’s obligations hereunder shall
be assumed by and be binding upon, and all of the Company’s rights hereunder
shall be assigned to, such Subsequent Employer and the defined term “Company” as used herein shall
thereafter be deemed amended to mean such Subsequent
Employer.  Notwithstanding the foregoing, the Company and the
Guarantor shall remain guarantors (and be jointly and severally liable) on all
financial obligations under this Agreement following such transfer or
transfers.  Except as otherwise provided above, all of the terms and
conditions of this Agreement, including without limitation, Executive’s rights
and obligations, shall remain in full force and effect following such transfer
of employment.

     

    2.           Term of
Employment.

     

    2.1           Term. The term of the Executive’s
employment under this Agreement (the “Term”) shall commence on June
1, 2010 (the “Effective
Date”), and shall end on the date on which the Term is terminated
pursuant to Section 4; provided, however, that upon
the third anniversary of the Effective Date, and upon each anniversary
thereafter, the Term shall be automatically extended for one (1) year unless
either the Company or the Executive shall have given written notice (a “Non-Renewal Notice”) to the
other at least one hundred eighty (180) days prior thereto that the Term shall
not be so extended.  In the event the Company delivers a Non-Renewal
Notice to the Executive, the Executive shall be entitled the payments and
benefits set forth in Section 4.2.2. (or in the case of delivery by the Company
to the Executive of a Non-Renewal Notice during a Change of Control Period, the
Executive shall be entitled to the payments and benefits set forth in Section
4.3.2) and the expiration of the Term shall be deemed the Termination Date for
such purpose.  


    
      
         


      

      
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    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 in arrears, at the initial
annual rate of Nine Hundred Forty-Five Thousand Dollars ($945,000) (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 senior executives of Parent are
normally reviewed, the full Board or the Compensation Committee of the Board
(the “Committee”) as
necessary or appropriate to comply with Company policy, applicable law, or
exchange listing requirements, shall review the Base Salary and determine if,
and by how much, the Base Salary should be increased; provided, however, the
Base Salary under this Agreement, including as subsequently adjusted upwards,
may not be decreased thereafter without the written consent of Executive, except
for across-the-board changes for senior executives of Parent.  All
payments of Base Salary or other compensation hereunder shall be less such
deductions or withholdings as are required by applicable law and
regulations.  Except as otherwise provided herein, all references to
“Dollars” shall refer to
United States currency and all payments to the Executive shall be in
Dollars.

     

    3.2           Bonus.  Executive shall
be eligible to participate, as determined by the Board, and/or the Committee as
necessary or appropriate to comply with Company policy, applicable law, or
exchange listing requirements, in Parent’s annual cash incentive bonus program
as in effect from time to time for senior executives of Parent (the “Bonus
Program”).  The Executive shall be eligible for an annual cash
incentive bonus at a target opportunity of one hundred percent (100%) of Base
Salary (up to a maximum opportunity of two hundred percent (200%) of Base
Salary) based upon the achievement of certain objectives established in advance
by the Board, and/or the Committee as necessary or appropriate to comply with
Company policy, applicable law, or exchange listing requirements (the “Annual Bonus”).  The
actual amount of any Annual Bonus shall be determined by and in accordance with
the terms of Parent’s then-current Bonus Program and the Executive shall have no
absolute right to an Annual Bonus in any year.

     

    3.3           Long-Term
Incentive.
Executive shall be eligible for annual equity awards under Parent’s
equity award plan covering senior executives of Parent, as in effect from time
to time.  In addition, Executive will receive on a date designated by
the Committee or its designee during the first open trading window subsequent to
the Effective Date (known as the “Grant Date”) the
following:

     

    3.3.1       Restricted
Stock Unit Grant.  A grant of a
number of restricted stock units that will be payable in shares of common stock
of the Parent (“Common
Stock”) with an economic value as of the Grant Date equal to
approximately One Million Two Hundred Forty-Six Thousand Dollars ($1,246,000)
(the “Restricted Stock
Units”).  The Restricted Stock Units will be granted under
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 that has been approved and adopted by the
Committee.

     

    3.3.2       Stock
Option Grant.  A grant of a
number of stock options to purchase shares of Common Stock with an economic
value as of the Grant Date equal to approximately One Million Two Hundred
Forty-Six Thousand Dollars ($1,246,000) (the “Options”).  The
Options will be granted under Parent’s Omnibus Incentive Plan and for purposes
of such Omnibus Incentive Plan:


    
      
         


      

      
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    (i)           the
Options will be Nonqualified Stock Options;

     

    (ii)          the
exercise price will be equal to the greater of Fair Market Value of a share of
Common Stock or par value of a share of Common Stock as defined under the terms
of the Parent’s Omnibus Incentive Plan on the Grant Date; and

     

    (iii)         the
Expiration Date will be the last business day immediately preceding the fifth
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 that has been approved and adopted by the
Committee.

     

    3.3.3       Vesting.  With respect to
the Restricted Stock Units issued pursuant to Section 3.3.1 above and the
Options issued pursuant to Section 3.3.2 above, one-third will vest on the first
anniversary of the Grant Date, another third will vest on the second anniversary
of the Grant Date, and the remaining one-third will vest on the third
anniversary of the Grant Date, provided that the Executive is still employed on
such dates, subject to the provisions of Section 4 of this
Agreement.    Restricted Stock Units that vest shall be
settled by issuance of shares as provided in the grant agreements described in
Section 3.3.4, but in no event later than March 15 of the year following the
year in which the Restricted Stock Units vest.

     

    3.3.4       Grant
Agreements.  The Restricted
Stock Units and Options will be governed by separate agreements, and in the
event of any inconsistency between such separate agreements and the terms of
this Agreement (including, but not limited to this Agreement’s 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.

     

    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 or paid time off (“PTO”) period or periods in
accordance with the applicable vacation or PTO policy as in effect from time to
time.  Under the Company’s PTO policy in effect as of the Effective
Date, the Executive is entitled to take up to five (5) weeks per calendar
year.  The Executive will be entitled to carry over up to five (5)
days of unused vacation or PTO time, as per the applicable vacation or PTO
policy as in effect from time to time.

     

    3.6           Employee
Retirement and Health and Welfare Plans.  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 of the Company as from time to time in effect and on a basis no less
favorable than any other senior executive.


    
      
         


      

      
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    3.7           Perquisites;
Executive Cooperation.  During the Term,
the Executive shall be provided by the Company with an
automobile,  based upon the current Company policy or practice with
regard to other senior executives of Parent.  Should the Company so
elect, the Executive will cooperate in assisting the Company in obtaining a key
man life insurance policy on the life of the Executive, the beneficiary of which
shall be the Company, including completing all necessary application materials
and submitting to one or more physical examinations with a physician of the
Company’s choice.

     

    3.8           Sign-On
Bonus.  The Company shall pay to the Executive within five (5)
days of the Effective Date a sign-on bonus in the amount of One Hundred Fifty
Thousand Dollars ($150,000) (the "Sign-On Bonus").  If
the Company terminates the Executive for Cause (as defined below) or if the
Executive terminates employment with the Company other than with Good Reason (as
defined below), in either event before the first anniversary of the Effective
Date, the Executive shall repay to the Company, within thirty (30) days of such
termination, the gross amount of the Sign-On Bonus on a pro-rated basis by
multiplying the Sign-On Bonus by a fraction, the numerator of which is the
number of calendar days from the date of termination of employment to the first
anniversary of the Effective Date and the denominator of which is three hundred
and sixty-five (365).

     

    3.9           Relocation.  The relocation of
the Executive, his family, and belongings to the Geneva, Switzerland area will
be in accordance with the Company’s usual Employee Relocation Policy and
practices for senior executives of Parent; provided, however, that Executive
shall have fifteen (15) months from the Effective Date to sell his principal
residence in the United States.  If Executive’s employment is
terminated for any reason other than for Cause, the Company shall pay the
reasonable costs associated with repatriation to the U.S.

     

    3.10         Settling-In
Allowance.  The Company shall
pay to the Executive within five (5) days of the Effective Date a one-time
settling-in allowance of CHF 40,000.  To the extent that the provision
of such settling-in allowance results in taxable income to the Executive, the
Company shall pay the Executive an amount to satisfy the Executive’s Swiss and
U.S. income tax obligation.  Such payment shall be grossed-up for
taxes and made as soon as practicable after the tax liability arises but in no
event later than the end of the year following the year in which the tax is
due.

     

    3.11         Tax
Equalization, Assignment-related 409A Rules, Maximum Time “on Assignment,” and
Representation Allowance.  Under tax equalization, the
Executive’s obligation for income taxes shall not exceed the amount of income
tax calculated on Base Salary, short-term annual bonus pay and long-term
incentive pay applying his or her home country tax rules without taking into
consideration any foreign tax credit.  Such amount will be deducted
from the Executive’s paycheck.  Should additional income taxes arise
in the U.S. or Switzerland as a result of the assignment, the Company
shall pay the additional tax.  The Executive may choose, as an
alternative to the U.S. tax equalization program, to be personally responsible
for the Swiss income tax on his or her Base Salary, short-term incentive pay and
long-term incentive pay.  In addition to the tax equalization on the
compensation above, the Executive will be reimbursed for any wealth tax due in
Switzerland as a result of the assignment in Switzerland. For the avoidance of
doubt, the maximum period of time during which the Executive may be considered
to be “on assignment” and, therefore, eligible for assignment-related
compensation and benefits such as this tax equalization is five (5) years from
the Effective Date.  Benefits-in-kind and any provision for
reimbursement of expenses during the Executive’s assignment shall be subject to
the following rules, as required to comply with Code Section 409A: (A) the
amount of in-kind benefits provided or expenses eligible for reimbursement in
one calendar year may not affect in-kind benefits or reimbursements to be
provided in any other calendar year; (B) expenses will be reimbursed as soon as
administratively possible, but in no event shall expenses be reimbursed later
than December 31st of the
year following the year in which the expense was incurred; and (C) the right to
an in-kind benefit or reimbursement may not be subject to liquidation or
exchange for another benefit. For the avoidance of doubt, the maximum period of
time during which the Executive may be considered to be “on assignment” and,
therefore, eligible for assignment-related compensation and benefits such as
this tax equalization is five (5) years from the Effective Date. The
compensation under this Agreement is inclusive of a Representation Allowance of
One Hundred Thousand Swiss Francs (CHF 100,000).


    
      
         


      

      
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    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)           Death:  the death of the
Executive;

     

    (ii)          Disability:  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)         For Cause
By the Company:  notice of
termination for Cause.  As used herein, “Cause” means:

     

    (A)          conviction
of a felony;

     

    (B)           actual
or attempted theft or embezzlement of Company or Parent assets;

     

    (C)           use
of illegal drugs;

     

    (D)           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; provided, however, that if such material
breach cannot be cured within such thirty (30) day period and Executive can
demonstrate good faith efforts to cure such material breach, the time to cure
such material breach shall be extended by thirty (30) days;

     

    (E)           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 Parent and/or the ability of the Executive
to perform the Executive's duties;

     

    (F)           gross
negligence or willful misconduct in performance of the Executive’s
duties;

     

    (G)          breach
of fiduciary duty to the Company or Company’s affiliates;

     

    (H)          willful
refusal to perform any legally permissible duty of Executive’s titled position;
or


    
      
         


      

      
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    (I)           a
material violation of the Foster Wheeler Code of Business Conduct and
Ethics.

     

    4.1.2        For Good
Reason By the Executive:  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, a material
negative change in the employment relationship without the Executive’s consent,
as evidenced by the occurrence of any of the following:

     

    (i)          material
diminution in title, duties, responsibilities or authority;

     

    (ii)         reduction
of Base Salary and benefits except for across-the-board changes for senior
executives of Parent;

     

    (iii)        exclusion
from executive benefit/compensation plans that results in a material diminution
of the Executive’s total compensation or bonus opportunities;

     

    (iv)        a
material change in the geographic location at which the Executive must perform
his services, which shall be defined as any such relocation outside of
Switzerland; or

     

    (v)         material
breach of the Agreement by the Company.

     

    For each
event described above in this Section 4.1.2, the Executive must notify the
Company within ninety (90) days of the occurrence of the event and the Company
shall have thirty (30) days after receiving such notice in which to
cure.  If the Company fails to cure, the Executive’s resignation shall
not be considered to be for Good Reason unless the Executive resigns not later
than two (2) years after the occurrence of the event.

     

    4.1.3        Without
Cause By the Company:  The Company may
terminate the Executive’s employment ninety (90) days following notice of
termination without Cause given by the Company and, in such event, the Term
shall terminate.  During such ninety (90) 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 or its affiliates’
offices and/or other facilities.

     

    4.1.4        Without
Good Reason By the Executive:  The Executive may
voluntarily resign the Executive’s position effective ninety (90) 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
ninety (90) 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 or its affiliates’ offices and/or other facilities.

     

    4.1.5        Definition
of Termination Date.  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.  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
until six months after such date if the Executive is a specified employee as
defined in Section 13.1), 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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    4.2           Payments
Upon a Termination Event.

     

    4.2.1        Entitlements
Upon Termination For Any Reason.  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, the
following amounts (the “Accrued
Obligations”):

     

    (i)           Base
Salary earned through the Termination Date;

     

    (ii)          the
balance of any awarded (i.e., the amount and payment
of the specific award has been fully approved, including, where applicable, by
the Committee) but as yet unpaid, Annual Bonus or other incentive awards for any
calendar year prior to the calendar year during which the Executive’s
Termination Date occurs; provided, however, if the
Executive’s employment is terminated by the Company for Cause, such Annual Bonus
or incentive award, even if awarded, shall be immediately forfeited if permitted
under the law of the State of New Jersey;

     

    (iii)        a
payment representing the Executive’s accrued but unused PTO; and

     

    (iv)        any
vested, but not forfeited amounts or benefits on the Termination Date under the
Company’s employee benefit plans, programs, policies, or practices in accordance
with the terms thereof, including any benefit continuation or conversion rights
(the “Other
Benefits”).

     

    4.2.2        Payments
Upon Involuntary Termination by the Company Without Cause or Voluntary
Termination of the Executive with Good Reason.  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 Accrued
Obligations:

     

    (i)           Base
Salary at the rate in effect on the Termination Date and continuing for
twenty-four (24) months thereafter, payable at the same intervals at which
senior executives are paid;

     

    (ii)          Two
(2) payments, each in an amount equal to one hundred percent (100%) of the
Executive’s annual cash incentive bonus payment at target, the first of such
payments being payable in the first year following the Termination Date at the
same time that Parent pays annual cash incentive bonuses to its active employees
pursuant to its then current Bonus Program (or, if no payment to its active
employees is made in the relevant year, at the time that such bonuses normally
would be scheduled to be paid) and the second being payable at the same time in
the second year following the Termination Date;

     

    (iii)         twenty-four
(24) months of continued health and welfare benefit plan coverage following the
Termination Date (excluding any additional vacation accrual or sick leave) at
active employee levels, if and to the extent the Executive was participating in
any such plans on the Termination Date, provided that the Executive remits
monthly premiums for the full cost of any health benefits;

     

    (iv)         a
cash payment each month during the twenty-four (24)-month period following the
Termination Date equal to the full monthly premium for the medical and health
benefits described in clause (iii) above minus the active employee cost of such
coverage; provided that in lieu of such payments the Company may impute taxable
income to the Executive in an amount such that the net amount of taxable income
realized in any year, after all applicable withholding, is equal to the amount
of such payments that would otherwise be required for such
year;


    
      
         


      

      
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    (v)          full
and immediate vesting of all stock options to purchase shares of capital stock
of the Parent and restricted stock units previously granted under Section 3.3 of
the FWUSA Employment Agreement (the “2009 Restricted Stock” and the
“2009 Options,”
collectively sometimes referred to as the “2009 Equity
Awards”);

     

    (vi)         with
respect to any outstanding options to purchase shares of capital stock of the
Parent, stock appreciation rights, restricted stock units, shares of restricted
stock, or other equity awards that vest on the basis of continued employment,
other than the 2009 Equity Awards, including the equity awards described in
Section 3.3 (collectively sometimes referred to as the “Future Equity
Awards”),  pro rata vesting on a monthly basis for each such
Future Equity Award, such that (A) the number of shares underlying each such
Future Equity Award multiplied by (B) a ratio, the numerator of which is the
total number of months of employment from the grant date of the Future Equity
Award to the end of the month including the Termination Date and the denominator
of which is the total number of months of vesting required for a fully vested
award as set forth in the award agreement for such Future Equity Award shall
become vested on the Termination Date; and 

     

    (vii)       executive
level career transition assistance services by a firm selected by the Executive
and approved by the Company in an amount not to exceed $8,000 in the aggregate;
provided that services are provided not later than the end of the second year
following the year that includes the Termination Date, and are reimbursed or
paid by the Company not later than the end of the third year following the year
that includes the Termination Date.

     

    In no
event, however, shall the Executive be entitled to receive the pay and benefits
that the Company shall provide the Executive pursuant to this Section 4.2.2
unless the Executive provides the Company an enforceable waiver and release
agreement in a form that the Company 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
Company 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).

     

    4.3           Change of
Control.

     

    4.3.1        Definitions.

     

    (i)           Affiliated
Company.  “Affiliated Company” means any
company, directly or indirectly, controlled by, controlling or under common
control with the Parent.

     

    (ii)         Change of
Control.  For the purpose
of this Agreement, a “Change of
Control” shall mean:


    
      
         


      

      
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    (A)           The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (for
purposes of this Section 4.3, a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of voting securities of the Parent where such acquisition causes such Person to
own 20% or more of the combined voting power of the then outstanding voting
securities of the Parent entitled to vote generally in the election of directors
(the “Outstanding Parent Voting
Securities”), provided,
however, that for purposes of this subparagraph (A), the following
acquisitions shall not be deemed to result in a Change of
Control:  (I) any acquisition directly from the Parent or any
corporation or other legal entity controlled, directly or indirectly, by the
Parent, (II) any acquisition by the Parent or any corporation or other legal
entity controlled, directly or indirectly, by the Parent, (III) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the
Parent or any corporation or other legal entity controlled, directly or
indirectly, by the Parent or (IV) any acquisition by any corporation pursuant to
a transaction that complies with clauses (I), (II) and (III) of subparagraph (C)
below; and provided,
further, that if any Person’s beneficial ownership of the Outstanding
Parent Voting Securities reaches or exceeds 20% as a result of a transaction
described in clauses (I) or (II) above, and such Person subsequently acquires
beneficial ownership of additional voting securities of the Parent, such
subsequent acquisition shall be treated as an acquisition that causes such
Person to own 20% or more of the Outstanding Parent Voting Securities;
or

     

    (B)           Individuals
who, as of the date hereof, constitute the Board (such individuals, the “Incumbent Board”) cease for
any reason to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Parent’s shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

     

    (C)           The
consummation of a reorganization, merger, amalgamation or consolidation or sale
or other disposition of all or substantially all of the assets of the Parent
(“Business
Combination”), or if consummation of such Business Combination is subject
to the approval of any government or governmental agency, the obtaining of such
approval along with consummation of such Business Combination; excluding,
however, such a Business Combination pursuant to which (I) all or substantially
all of the individuals and entities who were the beneficial owners of the
Outstanding Parent Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that as a result of such transaction owns the Parent or all or
substantially all of the Parent’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Parent Voting
Securities, (II) no Person (excluding any (1) corporation owned, directly or
indirectly, by the beneficial owners of the Outstanding Parent Voting Securities
as described in subclause (I) immediately preceding, or (2) employee benefit
plan (or related trust) of the Parent or such corporation resulting from such
Business Combination, or any of their respective subsidiaries) beneficially
owns, directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (III) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

     

    (D)           approval
by the shareholders of the Parent of a complete liquidation or dissolution of
the Parent.


    
      
         


      

      
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    (iii)        Change of
Control Period.  For purposes of
this Agreement, the “Change of
Control Period” shall mean the period commencing on the date of a Change
of Control and ending on the twenty-fourth (24th) month
anniversary of such date.

     

    (iv)        Start
Date.  For purposes of
this Agreement, “Start
Date” shall mean the first date of the Change of Control
Period.  Anything in this Agreement to the contrary notwithstanding,
if a Change of Control occurs and if the Executive’s employment with the Company
is terminated prior to the date on which the Change of Control occurs, and if it
is reasonably demonstrated by the Executive that such termination of employment
(A) was at the request of a third party who has taken steps reasonably
calculated to effect a Change of Control or (B) otherwise arose in connection
with or anticipation of a Change of Control, then for all purposes of this
Agreement the “Start
Date” shall mean the date immediately prior to the Termination
Date.

     

    4.3.2        Obligations
of the Company upon Executive’s Voluntary Termination with Good Reason or the
Company’s Involuntary Termination of Executive Without Cause (Other Than for
Death or Disability) During Change of Control Period.  If,
during the Change of Control Period, the Company terminates the Executive’s
employment without Cause (other than for death or Disability) or the Executive
terminates the Executive’s employment for Good Reason, then, in addition to the
Accrued Obligations, the Company shall pay or provide to the Executive the
following:

     

    (i)           all
amounts described in Section 4.2.2, which amounts shall be paid at the same time
and in the same manner as if the Termination Date had not occurred during a
Change of Control Period;

     

    (ii)          an
amount equal to the product of (1) one hundred percent (100%) of the Executive’s
annual cash incentive bonus payment at target 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, paid in a lump sum in
cash within 30 days following the Termination Date;

     

    (iii)         full
and immediate vesting of the portion of all Future Equity Awards not vested
pursuant to Section 4.2.2(vi); and

     

    (iv)        for
purposes of determining eligibility (but not the time of commencement of
benefits) of the Executive for retiree benefits pursuant to any medical or
health plans, practices, programs and policies, the Executive shall be
considered to have remained employed until the twenty-four (24) month
anniversary of the Termination Date and to have retired on such twenty-four
(24)  month anniversary.

     

    In no
event, however, shall the Executive be entitled to receive the pay and benefits
that the Company shall provide the Executive pursuant to this Section 4.3.2
unless the Executive provides the Company an enforceable waiver and release
agreement in a form that the Company 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
Company 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 4.3.2 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 4.3.2 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).


    
      
         


      

      
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    4.3.3        Obligations
of the Company upon Executive’s Death.  If the
Executive’s employment is terminated by reason of the Executive’s death during
the Change of Control Period, the Company shall provide the Executive’s estate
or beneficiaries with the Accrued Obligations and the timely payment of the
amount described in Section 4.3.2(ii), and shall have no other severance
obligations under this Agreement.  With respect to the provision of
Other Benefits, the term “Other
Benefits” as utilized in this Subsection 4.3.3 shall include, without
limitation, and the Executive’s estate and/or beneficiaries shall be entitled to
receive, benefits at least equal to the most favorable benefits provided by the
Company and the Affiliated Companies to the estates and beneficiaries of other
senior executives of the Company and the Affiliated Companies under such plans,
programs, practices and policies relating to death benefits, if any, as in
effect with respect to other senior executives and their beneficiaries at any
time during the 120-day period immediately preceding the Start Date or, if more
favorable to the Executive’s estate and/or the Executive’s beneficiaries, as in
effect on the date of the Executive’s death with respect to other senior
executives of the Company and the Affiliated Companies and their
beneficiaries.

     

    4.3.4       Obligations
of the Company upon Executive’s Disability.  If the
Executive’s employment is terminated by reason of the Executive’s Disability
during the Change of Control Period, the Company shall provide the Executive
with the Accrued Obligations and the timely payment of the amount described in
Section 4.3.2(ii), and shall have no other severance obligations under this
Agreement.  With respect to the provision of Other Benefits, the term
“Other Benefits” as
utilized in this Subsection 4.3.4 shall include, and the Executive shall be
entitled to receive, disability and other benefits at least equal to the most
favorable of those generally provided by the Company and the Affiliated
Companies to disabled executives and/or their families in accordance with such
plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to other senior executives and their families at
any time during the 120-day period immediately preceding the Start Date or, if
more favorable to the Executive and/or the Executive’s family, as in effect at
any time thereafter generally with respect to other senior executives of the
Company and the Affiliated Companies and their families.

     

    4.3.5       Obligations
of the Company upon Executive’s Voluntary Termination Without Good Reason or the
Company’s Involuntary Termination of Executive With Cause During Change of
Control Period.  If the Executive’s employment is terminated
for Cause, or the Executive resigns without Good Reason, during the Change of
Control Period, the benefits provided to the Executive shall be the same as if
the Termination Date had not occurred during a Change of Control
Period.

     

    4.4           280G
Modified Cap.  

     

    4.4.1       Notwithstanding
anything in this Agreement to the contrary, if the aggregate amount of the
benefits and payments under this Agreement, and other payments and benefits
which the Executive has the right to receive from the Company (including the
value of any equity rights which become vested upon a Change in Control) (the
“Total Payments”) would
constitute a “parachute payment” as defined in Code Section 280G(b)(2), the
Executive shall receive the Total Payments unless the (a) after-tax amount that
would be retained by the Executive (after taking into account all federal, state
and local income taxes payable by the Executive and the amount of any excise
taxes payable by the Executive under Code Section 4999 that would be payable by
the Executive (the “Excise
Taxes”)) if the Executive were to receive the Total Payments has a lesser
aggregate value than (b) the after-tax amount that would be retained by the
Executive (after taking into account all federal, state and local income taxes
payable by the Executive) if the Executive were to receive the Total Payments
reduced to the largest amount as would result in no portion of the Total
payments being subject to Excise Taxes (the “Reduced Payments”), in which
case the Executive shall be entitled only to the Reduced
Payments.  


    
      
         


      

      
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    4.4.2        The
determination of whether Section 4.4.1 applies, and the calculation of the
amount of the Reduced Payments, if applicable, shall be performed by
PricewaterhouseCoopers LLP or such other nationally recognized certified public
accounting firm as may be designated by the Executive (the “Accounting
Firm”).  The Accounting Firm shall provide detailed supporting
calculations both to the Company and the Executive within fifteen (15) business
days of the receipt of notice from the Executive that there has been a Payment,
or such earlier time as is requested by the Company.  In the event
that the Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change of Control, the Executive may appoint
another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder).  All fees and expenses of the Accounting
Firm shall be borne solely by the Company.

     

    4.4.3        If
the Executive is to receive Reduced Payments, the Total Payments payable will be
reduced or eliminated in the following order:  (1) cash payments, (2)
taxable benefits, (3) nontaxable benefits and (4) accelerated vesting of equity
awards.  

     

    4.5           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 and
Non-Solicitation.

     

    5.1           Confidential
Information.  During the course
of Executive’s employment with the Company, the Company agrees to give Executive
Confidential Information (as defined below) to which Executive did not
previously have access.  This Confidential Information is vital to the
Company’s and the Company’s affiliates’ continued ability to compete in the
industry and thus is critical to its continued profitability.  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 Confidential Information (as defined below).  The Executive
further acknowledges that all Confidential Information is of a confidential and
proprietary character and of great value to the Company and its subsidiaries and
affiliates.  “Confidential Information” as
used in this Agreement means information regarding the Company, its
subsidiaries, and its affiliates that is not available to the public or
competitors of the Company, its subsidiaries, and affiliates, including without
limit (a) trade secrets and confidential marketing, sales, product research and
development, engineering, technical, and design, financial, and business process
information of the Company or its affiliates or subsidiaries and (b) 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.  As time passes, the Company will give Executive access to
newly created Confidential Information.  Further, though Executive may
from time to time assist the Company in developing such Confidential
Information, it will remain the sole property of the Company.  All
this Confidential Information is important because, among other things, it is
unknown to the Company’s competitors, thus they are unable to use it to compete
with the Company.  Accordingly, this Confidential Information creates
a competitive advantage for the Company and is economically
valuable.  The Company only agrees to give Executive this highly
valuable Confidential Information in reliance on Executive’s promise not to use
or disclose it as set forth below.  Accordingly, and as a material
condition of this Agreement, the Executive agrees:


    
      
         


      

      
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    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.  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 or containing any Confidential Information,
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 Confidential Information 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; and;

     

    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 Information and 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           Company
Protections.  In consideration
of the Company’s entering into this Agreement including the Company’s promise to
give Executive Confidential Information to which Executive did not previously
have access and to enforce Executive’s promise not to disclose such Confidential
Information, Executive agrees to the covenants set out in Section 5.2 through
5.7, which covenants are ancillary to the otherwise enforceable confidentiality
agreement between the Company and Executive described in Section 5.1
above.  Executive agrees that at all times during the Term and for
twenty-four (24) months thereafter, 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, for all purposes of Sections 5.2 through 5.7, a “Person”):

     

    5.2.1        Non-Competition:  engage in any
activity for or on behalf of a Competitor, as director, employee, shareholder
(excluding any such shareholding by the Executive of no more than 5% of the
shares of a publicly-traded company), 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 or an affiliate of the Company;
or

     

    5.2.2        Non-Solicitation.

     

    (i)           Of
Employees:  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)         Of
Customers:  solicit, induce,
or attempt to induce any customer of the Company or any subsidiary or affiliate
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 and/or any subsidiary or affiliate of the Company.  For
purposes of this Agreement, “a material line of business conducted by the
Company and/or any subsidiary or affiliate of the Company” means an activity of
the Company and/or any subsidiary or affiliate of the Company generating gross
revenues to the Company and/or any subsidiary or affiliate of the Company of
more than twenty-five million dollars ($25,000,000) in the immediately preceding
fiscal year of the Company.


    
      
         


      

      
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    5.3           Remedies
and Injunctive Relief.  If the Executive
commits a breach or threatens to breach any of the provisions of Sections 5.1 or
5.2 hereof, (i) 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, and (ii) the Company shall have the right to withhold, revoke
and/or recover any payments or benefits that would otherwise be due the Employee
pursuant to Section 4.2.2 and 4.3 of this Agreement, it being further agreed
that the foregoing rights and remedies shall be in addition to, and not in lieu
of, any other rights and remedies available to the Company under law or in
equity.

     

    5.4           Severability.  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           Extension
of Term of Covenants Following Violation.  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           Blue
Penciling by Court.  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           Blue
Penciling by One Court Not to Affect Covenants in Another State.  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.

     

    6.1           Company’s
Rights.  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.


    
      
         


      

      
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    7.           Indemnification.

     

    7.1           General
Rule.  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.

     

    8.           Notices.

     

    8.1           Form and
Address for 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           Governing
Law.  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           Headings.  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           Entire
Agreement / Non-Exclusivity.  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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    Other
than as expressly set forth in this Agreement, nothing in this Agreement shall
prevent or limit the Executive’s continuing or future participation in any plan,
program, policy or practice provided by the Company or the Affiliated Companies
and for which the Executive may qualify, nor shall anything herein limit or
otherwise affect such rights as the Executive may have under any other contract
or agreement with the Company or the Affiliated Companies.  For
avoidance of doubt, it is agreed and understood that this Agreement shall not
supersede or otherwise adversely affect any stock option, restricted stock or
other form of equity grant or award provided to Executive prior to the Effective
Date, or any indemnification agreement heretofore entered into between the
Company and the Executive.  Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan, policy, practice
or program of or any contract or agreement with the Company or any of the
Affiliated Companies at or subsequent to the Termination Date shall be payable
in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this
Agreement.  Notwithstanding the foregoing, if the Executive receives
payments and benefits pursuant to this Agreement in connection with the
termination of the Executive’s employment, the Executive shall not be entitled
to any severance pay or benefits under any severance plan, program or policy of
the Company and the Affiliated Companies, unless specifically provided therein
in a specific reference to this Agreement.

     

    9.4           Full
Settlement.  The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others.  Unless otherwise provided in an arbitration
award entered pursuant to Section 10.1, the Company agrees to pay as incurred
(within ten days following the Company’s receipt of an invoice from the
Executive, which invoice the Executive must submit to the Company not later than
March 1 of the year following the year in which the expenses were incurred), to
the full extent permitted by law, all legal fees and expenses which the
Executive may reasonably incur as a result of any contest (regardless of the
outcome thereof) by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2)(A) of the Code.

     

    9.5           Assignability.

     

    9.5.1        Nonassignability
by Executive.  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.

     

    9.5.2        Assignability
by Company.  In addition to
the rights provided under Section 1.5 above, 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, however, that no
assignment pursuant to this paragraph 9.5.2 shall relieve the Company or the
Guarantor from its obligations hereunder to the extent the same are not timely
discharged by such assignee.


    
      
         


      

      
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    9.5.3        Assumption
of Agreement by Successors.  The Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.

     

    9.6           Survival.  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.

     

    9.7           Amendment.  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.

     

    9.8           Counterparts.  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.

     

    9.9           Acknowledgement
of Ability to Have Counsel Review.  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.

            


    

     

    10.1         Arbitration.  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.  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.


    
      
         


      

      
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              11.

            	
              Free
      to Contract.

            


    

     

    11.1         Executive
Representations and Warranty.  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.

            


    

     

    12.1         Definitions.  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.

     

    
      	
              13.

            	
              Code
      Section 409A Legal
Requirement.

            


    

     

    13.1         Six Month
Delay in Payment.  Notwithstanding
anything to the contrary in this Agreement, if the Executive constitutes a
“specified employee” as defined and applied in Section 409A of the Code as of
the Executive’s Termination Date, to the extent any payment under this Agreement
constitutes deferred compensation (after taking into account any applicable
exemptions from Section 409A of the Code), and to the extent required by Section
409A of the Code, no payments due under this Agreement may be made until the
earlier of: (i) the first day following the sixth month anniversary of
Executive’s Termination Date, or (ii) the Executive’s date of death; provided, however, that any
payments delayed during this six-month period shall be paid in the aggregate in
a lump sum as soon as administratively practicable following the sixth month
anniversary of the Executive’s Termination Date.

     

    13.2         Application
of Exemptions.  For purposes of
Section 409A of the Code, each “payment” (as defined by Section 409A of the
Code) made under this Agreement shall be considered a “separate
payment.”  In addition, for purposes of Section 409A of the Code, each
such payment shall be deemed exempt from Section 409A of the Code to the full
extent possible under the “short-term deferral” exemption of Treasury Regulation
§ 1.409A-1((b)(4) and (with respect to amounts paid no later than the second
calendar year following the calendar year containing the Executive’s Termination
Date) the “two-years/two-times” separation pay exemption of Treasury Regulation
§ 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.

     

    13.3         Interpretation
and Administration of Agreement.  To the maximum
extent permitted by law, 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.

     

    
      	
              14.

            	
              Guarantee.

            


    

     

    14.1         The
Guarantor hereby unconditionally guarantees payment in full of all obligations
of the Company under this Agreement.


    
      
         


      

      
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              15.

            	
              Termination
      of FWUSA Employment
Agreement.

            


    

     

    15.1         The
Executive and FWUSA, that effective as of the Effective Date, the FWUSA
Employment Agreement shall be terminated and no longer be of force or
effect.

     

    [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            
              	 
      	
                      FOSTER
      WHEELER INC.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Steven J. Demetriou

                    
	 	 	 
	 
      	 
      	
                      Name:
      Steven J. Demetriou

                    
	 
      	 
      	
                      Title:
      Chairman, Compensation Committee, Foster Wheeler AG

                    
	 
      	 
      	 
      
	 
      	
                      FOSTER
      WHEELER INTERNATIONAL CORP.

                    
	 
      	
                      (as
      to Section 14 only)

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Steven J. Demetriou

                    
	 	 	 
	 
      	 
      	
                      Name:
      Steven J. Demetriou

                    
	 
      	 
      	
                      Title:
      Chairman, Compensation Committee, Foster Wheeler AG

                    
	 
      	 
      	 
      
	 
      	
                      FOSTER
      WHEELER USA CORPORATION

                    
	 
      	
                      (as
      to Section 15 only)

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Steven J. Demetriou

                    
	 	 	 
	 
      	 
      	
                      Name:
      Steven J. Demetriou

                    
	 
      	 
      	
                      Title:
      Chairman, Compensation Committee, Foster Wheeler
  AG

                    


            

          

        

      

    

    


    
      
        	 
      	
                /s/ Robert C. Flexon

              
	 
      	
                Robert
      C. Flexon

              


      

    


    
      
         


      

      
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