EX-10.47





Exhibit 10.47


FOSTER WHEELER LTD. OMNIBUS INCENTIVE PLAN




Director Restricted Stock Unit Agreement




	 	 	 	 	 
	Name of Participant:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Date of Grant:

	 	May 15, 2008	 	 
	 
	 	 	 	 
	Number of Restricted Stock Units Awarded:

	 	                                        	 	 






     Pursuant to the Foster Wheeler Ltd. Omnibus Incentive Plan (the “Plan”), a copy of which has
been delivered to you, along with a prospectus describing the material terms of the Plan, and in
accordance with the terms and conditions of the Plan and your agreement to such additional terms,
conditions and restrictions as are set forth below, you have been granted as of the date set forth
above a Restricted Stock Unit Award (the “Restricted Stock Unit Award”), meaning the right to
receive common stock of Foster Wheeler Ltd. (the “Company”), par value of $.01 per share, on the
terms and conditions set forth herein. Capitalized terms used but not defined in this Director
Restricted Stock Unit Award Agreement (the “Agreement”) have the meanings ascribed to them in the
Plan.



     1. Acceptance of Restricted Stock Unit Award. Subject to the terms and conditions of
this Agreement and the Plan (the terms of which are incorporated herein by reference) and effective
as of the date set forth above, the Company hereby grants to you and you hereby accept the grant of
the number of Restricted Stock Units (the “Units”) set forth above. Units will be settled only in
Shares of common stock of the Company on a one Share for one Unit basis, rounded up or down to the
nearest whole Share, and not in cash.



     2. Relation of Restricted Stock Unit Award to Other Agreement(s). As an express
condition to acceptance of this Restricted Stock Unit Award, subject to the special exception
provided under Section 3(e) of this Agreement (which governs a Change in Control situation), you
agree that:




          (a) Except to the extent you are or subsequently become a party to a written service or
other agreement with the Company (such agreement(s), which for the avoidance of doubt, do
not include any agreements entered into with Affiliates or Subsidiaries of the Company) (the
“Other Agreement”), the only vesting and lapse of forfeiture restriction provisions that
govern the Restricted Stock Unit Award under this Agreement are set forth in Section 3 of
this Agreement;




          (b) To the extent that the vesting and lapse of forfeiture restriction provisions of
this Agreement or the Plan’s terms are inconsistent with an Other Agreement, the provisions
of your Other Agreement shall govern and control, subject to the special exception provided
under Section 3(e) of this Agreement (which governs a Change in Control situation); and



 








 






     (c) Except as expressly provided in paragraph (b) above, the terms of any Other
Agreement shall in no way alter or amend, or provide additional rights or benefits, under
the Restricted Stock Unit Award governed by this Agreement.



     3. Vesting; Termination of Restricted Stock Award.




     (a) General Vesting Rule. You will be issued Shares in settlement of the Units
only as you vest in the Units, meaning that the Units will be settled in Shares on the day
on which you vest in any portion of the Units (hereinafter referred to as a “Vesting Date”).
So long as you provide continued service to the Company or any Affiliate through such
Vesting Date(s), and except as otherwise set forth in this Section 3, the Units shall vest
and your right to receive and retain the Shares in settlement of such Units will become
nonforfeitable on December 31, 2008.




     (b) Termination as a Result of Death or Disability. In the event of your
termination of service as a result of your death or Disability (as defined in Section 2(q)
of the Plan) on or after January 31, 2008, any unvested Units shall immediately vest as of
the date of such termination for death or Disability.




     (c) Termination for Cause. In the event your service is terminated for Cause
(as defined in Section 2(i) of the Plan), all unvested Units and all Shares received upon
settlement of vested Units shall expire immediately, be forfeited and considered null and
void, and the provisions of Section 4 of this Agreement shall control.




     (d) Termination — General. In the event of your termination of service other
than as a result of your death, Disability (as defined in Section 2(q) of the Plan) or Cause
(as defined in Section 2(i) of the Plan) on or after January 31, 2008, any unvested Units
shall vest pro-rata as of the date of your termination of service based on the following
formula:




     (i) the total number of Units, times




     (ii) a ratio, the numerator of which is the total number of months of service
from May 6, 2008 to the end of the month in which the date of your termination of
service occurs, and the denominator of which is eight (8), rounded to the nearest
whole number.




The remaining portion of the unvested Units which are not accelerated for vesting purposes
shall be immediately forfeited.




Example: The following example is included merely for demonstrative
purposes.




Ann, a director, is granted 1,000 Units on May 15, 2008. She will vest 100% in her
Units on December 31, 2008. Ann subsequently announces her termination of service
effective July 1, 2008.




As of July 1, 2008, Ann will immediately vest in unvested Units equal to the amount
of 375 (equal to 1,000 Units multiplied by 3 (i.e., 3 months of service from May 6,
2008) divided by 8.



2









 






     (e) Change in Control Acceleration. In the event of a Change in Control (as
defined in Section 2(j) of the Plan) which closes on a date prior to your termination of
service but on or after January 31, 2008, any unvested Units shall immediately become fully
vested, effective as of immediately prior to consummation of the Change in Control.
Notwithstanding the foregoing, to the extent that a service, change in control or other
agreement or arrangement with the Company or an Affiliate provides benefits of greater value
upon a Change in Control that those provided in this paragraph (e), the rights set forth in
such other agreement shall supersede the provisions of this paragraph (e). Comparatively,
to the extent that a service, change in control or other agreement or arrangement with the
Company or an Affiliate provides benefits of lesser value upon a Change in Control that
those provided in this paragraph (e), the rights set forth in this paragraph (e) shall
supersede the provisions of such other agreement.




     (f) Other Termination Events. Notwithstanding anything to the contrary
contained in this Agreement, the Units will terminate and expire immediately upon the
occurrence of the circumstances set forth in Section 11.2 of the Plan, and the provisions of
Section 4 of this Agreement shall control.




     (g) Forfeiture Price. In the event that any Shares previously issued to you on
settlement of the Units are required to be forfeited under Section 3(c) or Section 3(f),
then the Company will have the right (but not the obligation) to repurchase any or all of
such forfeited Shares for $0.001 per Share. The Company will have ninety (90) days from the
date of any event giving rise to forfeiture under Section 3(c) or Section 3(f), as the case
may be, within which to effect a repurchase of any or all of the Shares subject to such
forfeiture conditions. The Company’s right to repurchase the Shares under this paragraph
(g) is assignable by the Company, in its sole discretion, to an Affiliate or other party to
whom such rights can be assigned under the Applicable Laws (as defined in Section 2(c) of
the Plan).



     4. Forfeiture Events. In addition to the rights available to the Company under
Section 3(g) immediately above, upon the occurrence of any of the events set forth in Section 11.2
of the Plan (a “Forfeiture Event”), you, without any further action by the Company or you, shall
forfeit, as of the first day of any such Forfeiture Event:




     (a) all right, title and interest to these Units;




     (b) any Shares received upon settlement of these Units then owned by you; and




     (c) any and all profits realized by you, on an after-tax basis, pursuant to any sales
or transfer of any Shares received upon settlement of these Units within the six (6) month
period prior to the date of such Forfeiture Event.


Additionally, the Company shall have the right to issue a stop transfer order and other appropriate
instructions to its transfer agent with respect to this Unit and the Shares, and the Company
further shall be entitled to reimbursement from you of any fees and expenses (including attorneys’
fees) incurred by or on behalf of the Company in enforcing the Company’s rights under this Section
4. By accepting this Restricted Stock Unit Award, you hereby consent to a deduction from any
amounts the Company owes to you from time to time (including amounts owed to you as compensation as
well as any other amounts owed to you by the Company), to the extent of any amounts that you owe to
the Company under this Section 4. Whether or not the Company elects to make any set-off in whole
or


3









 






in part, if the Company does not recover by means of set-off the full amount you owe to the
Company, calculated as set forth above, you agree to pay immediately the unpaid balance to the
Company.




     5. Share Certificates. Share certificates (the “Certificate”) evidencing the
settlement of Units into Shares will be issued only at your request and the Shares will be issued
and registered in your name as of the Vesting Date (such date being the end of the “Restricted
Period”) on the register of shareholders of the Company (through its transfer agent). If the
Shares are to be issued in certificated form, Certificates representing the Shares will be
delivered to you as soon as practicable after the end of the applicable Restricted Period.



     6. Changes in Company’s Capital Structure. Subject to any required action by the
Company’s Board and stockholders, as may be determined to be appropriate and equitable by the
Committee, to prevent dilution or enlargement of rights, the Committee shall:




     (a) adjust proportionately the number of Units for any increase or decrease in the
number of issued and outstanding shares of common stock resulting from a subdivision or
combination of such shares or the payment of a stock dividend or any other increase or
decrease in the number of such outstanding shares of common stock of the Company effected
without the receipt of consideration by the Company; and




     (b) if the Company is a participating corporation in any merger or consolidation and
provided the Units are not terminated upon consummation of such merger or consolidation,
modify such Units to pertain to and apply to the securities or other property to which a
holder of the number of shares subject to the Units would have been entitled upon such
consummation.


Notwithstanding anything to the contrary, such adjustments by the Committee shall be final, binding
and conclusive.




     7. US Tax Consequences. Below is a brief summary as of the date of this Restricted
Stock Unit Award of certain United States federal tax consequences of the award of the Units and
disposition of the Shares upon settlement of the Units under the laws in effect as of the date of
grant. THIS SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE SETTLEMENT OF THIS RESTRICTED STOCK UNIT AWARD OR
DISPOSING OF THE SHARES. There may be a regular federal (and state) income tax liability when the
Units vest on the Vesting Date(s). You will be treated as having received compensation income
(taxable at ordinary income tax rates) equal to the current Fair Market Value of the Shares
underlying the Units on the date of vesting (i.e., when the forfeiture provisions lapse). If
Shares issued upon vesting of this Restricted Stock Unit Award are held for at least one year, any
gain realized on disposition of those Shares will be treated as long-term capital gain for federal
income tax purposes.



     8. Effect of Agreement. You acknowledge receipt of a copy of the Plan and represent
that you are familiar with the terms and provisions thereof (and have had an opportunity to consult
counsel regarding the Units’ terms), and hereby accept this Restricted Stock Unit Award and agree
to be bound by its contractual terms as set forth herein and in the Plan. You hereby agree to
accept as binding, conclusive and final all decisions and interpretations of the Committee (as
defined in Section 2(m) of the Plan) regarding any questions relating to the Units. In the event
of a conflict



4









 







between the terms and provisions of the Plan and the terms and provisions of this Agreement,
the Plan terms and provisions shall prevail.



     9. Restriction on Transferability. Until settlement of the Units upon issuance to you
of the Shares subject thereto, the Units may not be sold, transferred, pledged, assigned or
otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be
null and void. Notwithstanding the above and subject to Section 11 below, distribution can be made
pursuant to will, the laws of descent and distribution, intra-family transfer instruments or to an
inter vivos trust.



     10. Voting Rights. You will have no voting or any other rights as a shareholder of
the Company with respect to the Units prior to the date on which you are issued the Shares in
settlement thereof. Upon settlement of the Units into Shares, you will obtain full voting and
other rights as a shareholder of the Company.



     11. Designation of Beneficiaries. You may, in accordance with procedures established
by the Committee (as defined in Section 2(m) of the Plan), designate one or more beneficiaries to
receive all or part of any Shares to be distributed to you hereunder on settlement of Units in the
case of your death, and you may change or revoke such designation at any time. In the event of
your death, any Shares distributable hereunder that are subject to such a designation (to the
extent such a designation is enforceable under the Applicable Laws (as defined in Section 2(c) of
the Plan)) will be distributed to such beneficiary or beneficiaries in accordance with this
Agreement. Any other Shares distributable will be distributed to your estate. If there is any
question as to the legal right of any beneficiary to receive a distribution hereunder, the amount
in question will be paid over to your estate, in which event neither the Company nor any affiliate
of the Company will have any further liability to anyone with respect to such amount.



     12. Amendment of Restricted Stock Unit Award. The Committee may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation
(other than as explicitly permitted under the Plan) shall be made that would adversely affect your
rights under this Agreement without your consent.



     13. Governing Law. The laws of the state of New Jersey, without giving effect to
principles of conflicts of law, will apply to the Plan, this Restricted Stock Unit Award and this
Agreement. The Company agrees, and you agree as a condition to acceptance of the Restricted Stock
Unit Award, to submit to the jurisdiction of the courts located in the jurisdiction in which you
provide, or most recently provided, your primary services to the Company.



     14. Data Protection. You acknowledge and agree (by executing this Agreement) to the
collection, use, processing and transfer of certain personal data as described in this Section 14.
You understand that you are not obliged to consent to such collection, use, processing and transfer
of personal data. However, you understand your failure to provide such consent may affect your
ability to participate in the Plan. You understand that the Company may hold certain personal
information about you, including your name, social security number (or other tax identification
number) salary, nationality, job title, position evaluation rating along with details of all past
awards and current awards outstanding under the Plan, for the purpose of managing and administering
the Plan (the “Data”). The Company, or its Affiliates, will transfer Data amongst themselves as
necessary for the purpose of implementation, administration and management of the Plan. The
Company and/or any of it Affiliates may further transfer Data to any third parties assisting the
Company in the implementation, administration and management of the Plan. These various recipients
of Data may



5









 







be located elsewhere throughout the world. You authorize these various recipients of Data to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing the Plan, including any required transfer of such Data
as may be required for the subsequent holding of Shares subject to the Unit on your behalf by a
broker or other third party with whom you may elect to deposit any Shares subject to the Unit
acquired pursuant to the Plan. You understand that you may, at any time, review Data with respect
to you and require any necessary amendments to such Data. You also understand that you may
withdraw the consents to use Data herein by notifying the Company in writing; however, you
understand that by withdrawing your consent to use Data, you may affect your ability to participate
in the Plan.



     15. Service Matters. This Restricted Stock Unit Award does not form part of your
entitlement to remuneration or benefits in terms of your services to the Company. Your terms and
conditions of service are not affected or changed in any way by this Restricted Stock Unit Award or
by the terms of the Plan or this Agreement. No provision of this Agreement or of the Restricted
Stock Unit Award granted hereunder shall give you any right to continue in the service of the
Company or any Affiliate, create any inference as to the length of your service, affect the right
of the Company or any Affiliate to terminate your service, with or without Cause (as defined in
Section 2(i) of the Plan), or give you any right to participate in any employee welfare or benefit
plan or other program (other than the Plan) of the Company or any Affiliate. You acknowledge and
agree (by executing this Agreement) that the granting of the Restricted Stock Unit Award under this
Agreement is made on a fully discretionary basis by the Company and that this Agreement does not
lead to a vested right to further awards in the future. Further, the Restricted Stock Unit Award
set forth in this Agreement constitutes a non-recurrent benefit and the terms of this Agreement are
only applicable to the Units awarded pursuant to this Agreement.



     16. Tax Provisions Applicable to Non-US Persons. This Section 16 shall apply to you
if you are resident in and/or subject to the laws of a country other than the United States at the
time of grant of the Restricted Stock Unit Award and during the period in which you hold this
Restricted Stock Unit Award or the Shares issued upon settlement thereof.




     (a) Applicable if you are not a US person (including as to UK persons): You
hereby agree to indemnify and keep indemnified the Company and any Affiliate from and
against any liability for, or obligation to pay, income tax and national insurance or social
security contributions arising on the grant of the Restricted Stock Unit Award, vesting of
the Restricted Stock Unit Award or the issuance of the Shares upon settlement..




     (b) Applicable if you are a UK person: Where any obligation to pay income tax
or national insurance contributions or social security contributions (any such obligation or
contribution, a “Tax Liability”) arises, the Company or any Affiliate may recover from you
an amount of money sufficient to meet the Tax Liability by any of the following
arrangements:




     (i) deduction from salary or other payments due to you; or




     (ii) withholding from the issuance to you of that number of Shares (otherwise
to be acquired by you upon settlement of the Units) whose aggregate Fair Market
Value on the date of exercise is, so far as possible, equal to but neither less than
nor more than the amount of Tax Liability.



6









 






If the Participant is unable to satisfy his or her Tax Liability pursuant to either
subparagraph (i) or clause (ii) above, the Company may additionally cause the forfeiture of
any Shares otherwise scheduled to become vested under the Restricted Stock Unit Award on a
given date to avoid imposition of any Tax Liability to the Participant.



     17. Severability. In the event that any provision of this Agreement shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining
parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or
invalid provision had not been included.



     18. Waiver; Cumulative Rights. The failure or delay of either party to require
performance by the other party of any provision hereof shall not affect its right to require
performance of such provision unless and until such performance has been waived in writing. Each
and every right hereunder is cumulative and may be exercised in part or in whole from time to time.



     19. Representations. As a condition to your receipt of this Restricted Stock Unit
Award and the Shares to be issued on settlement thereof, you represent and warrant the following:




     (a) You are aware of the Company’s business affairs and financial condition and have
acquired sufficient information about the Company to reach an informed and knowledgeable
decision to accept this Restricted Stock Unit Award;




     (b) You are acquiring the Restricted Stock Unit Award and the Shares subject thereto
for investment only for your own account, and not with a view, or for resale in connection
with, any “distribution” thereof under Applicable Law (as defined in Section 2(c) of the
Plan);




     (c) You understand that neither the Units nor the Shares have been registered in all
State jurisdictions within the United States, and that the exemption(s) from registration
relied upon may depend upon your investment intent as set forth above;




     (d) You further understand that prior to any resale by you of the Shares acquired upon
settlement of these Units without registration of such resale in relevant State
jurisdictions, the Company may require you to furnish the Company with an opinion of counsel
acceptable to the Company that you may sell or transfer such Shares pursuant to an available
exemption under Applicable Law;




     (e) You understand that the Company is under no obligation to assist you in this
process by registering the Shares in any jurisdiction or by ensuring that an exemption from
registration is available; and




     (f) You further agree that as a condition to settlement of these Units, the Company may
require you to furnish contemporaneously dated representations similar to those set forth in
this Section 19.



     By your signature below, you indicate your acceptance of the terms of this Restricted Stock
Unit Award, and acknowledge that you have received copies of the Plan and the prospectus, in each



7









 







case as currently in effect. By signing this Agreement, you acknowledge that your personal
information regarding participation in the Plan and information necessary to determine and pay, if
applicable, benefits under the Plan must be shared with other entities, including companies related
to the Company and persons responsible for certain acts in the administration of the Plan. By
signing this Agreement, you consent to such transmission of personal data as the Company believes
is appropriate to administer the Plan.



	 	 	 	 
	 	
Accepted and Agreed to by Participant:
	 	 
	 	 

	 	 
	 	 

	 	     Participant






	 	 	 	 
	 	
Acknowledged and Agreed to by Company:
	 	 
	 	 

	 	 
	 	 

	 	Raymond J. Milchovich
	 	 

	 	Chairman & CEO







8