EX-10.37





Exhibit 10.37


First Amendment to the

FOSTER WHEELER LTD.

Omnibus Incentive Plan

(Effective May 9, 2006)




     The Foster Wheeler Ltd. Omnibus Incentive Plan (the “Plan”) is hereby amended as follows,
pursuant to resolutions adopted by the Board of Directors and its Compensation Committee at their
meetings held on May 5-6, 2008:




	1.	 	Section 2(k) is replaced in its entirety with the following language:
	 
	 	 	“‘Change-in-Control Price’ means the closing price of a Share on the last trading
day before the Change in Control occurs.”
	 
	2.	 	Section 2(tt) is replaced in its entirety with the following language:
	 
	 	 	“‘Resignation for Good Reason’ means, unless otherwise specified in an applicable
employment agreement between the Company and a Participant (for the avoidance of
doubt, employment agreements entered into with Affiliates or Subsidiaries of the
Company shall not be deemed to be employment agreements with the Company), a
material negative change in the employment relationship without the Participant’s
consent; provided (a) the Participant notifies the Company of the material negative
change within ninety (90) days of the occurrence of such change, (b) the material
negative change is not cured by the Company within thirty (30) days after receiving
notice from the Participant, and (c) the material negative change is evidenced by
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 Employees at the Participant’s level;
	 
	 	(iii)	 	exclusion from executive benefit/compensation plans;
	 
	 	(iv)	 	relocation of the Participant’s principal business location by
the Participant’s employer (the Company, Affiliate, or Subsidiary, as the
case maybe be) of greater than fifty (50) miles;
	 
	 	(v)	 	material breach of the Participant’s employment agreement with
the Company, Affiliate or Subsidiary, as the case may be; or
	 
	 	(vi)	 	resignation in compliance with securities/corporate governance
applicable law (such as the US Sarbanes-Oxley Act) or rules of professional
conduct specifically applicable to such Participant.”






	3.	 	The following new sentence is added to the end of the first paragraph in Article 15:





 








 






	 	 	“Notwithstanding the foregoing, no dividend equivalent described in this Article 15
which is conditioned on exercise of a Nonqualified Stock Option or a Stock
Appreciation Right may be provided under this Plan.”
	 
	4.	 	The following new sentence is added to the end of Section 18.2:
	 
	 	 	“In each case where payment is required under this Section 18.2, such payment shall
be made no later than ten (10) business days after the consummation of such Change
in Control.”
	 
	5.	 	Section 19.4 is replaced in its entirety with the following language:
	 
	 	 	“19.4 Amendment to Conform to Law. Notwithstanding any other provision of this
Plan to the contrary, the Committee may amend the Plan or an Award Agreement, to
take effect retroactively or otherwise, as deemed necessary or advisable for the
purpose of conforming the Plan or an Award Agreement to any present or future law
relating to plans of this or similar nature (including, but not limited to, Code
Section 409A), and to the administrative regulations and rulings promulgated
thereunder. By accepting an Award under this Plan, each Participant agrees to any
amendment made pursuant to this Section 19.4 to any Award granted under the Plan
without further consideration or action.”
	 
	6.	 	Section 22.17 is replaced in its entirety with the following language:
	 
	 	 	“It is the Company’s intent that any Awards granted under this Plan are structured
to be exempt from Code Section 409A, or are structured to comply with the
requirements of deferred compensation subject to Code Section 409A. To the extent
any Award under this Plan constitutes deferred compensation (after taking into
account the definition of Resignation for Good Reason as provided in Section 2(tt),
and any applicable exemptions from Code Section 409A), and to the extent required by
Code Section 409A, no payment will be made to a Participant who is a ‘specified
employee’ (as defined by Code Section 409A) until the earlier of: (i) the first day
following the sixth month anniversary of the Participant’s ‘separation from
service,’ as defined by Code Section 409A, or (ii) the Participant’s date of death;
provided, however, that any payments delayed during this six month period shall be
paid in the aggregate as soon as administratively practicable following the sixth
month anniversary of the Participant’s separation from service. For purposes of
Code Section 409A, each ‘payment’ (as defined by Code Section 409A) made under this
Plan shall be considered a ‘separate payment’ for purposes of Code Section 409A.
Notwithstanding the Company’s intentions, if any Award granted under this Plan would
be considered deferred compensation as defined under Code Section 409A (after taking
into account any applicable exemptions), and if this Plan or the terms of an Award
fail to meet the requirements of Code Section 409A with respect to such Award, then
such Award shall remain in effect and be subject to taxation in accordance with Code
Section 409A. The Company shall have no liability for any tax imposed on a
Participant by Code Section 409A, and if any tax is imposed on the Participant, the
Participant shall have no recourse against the Company for payment of any such tax.”




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	7.	 	The Amendment shall take effect on the date approved by the Board of Directors, i.e., May 6,
2008.





     IN WITNESS WHEREOF, the Company has caused this First Amendment to the Plan to be executed.



	 	 	 	 	 	 	 
	 	 	FOSTER WHEELER LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 
	 	/s/ Raymond J. Milchovich	 	 
	 

	 	Name:
	 	 

Raymond J. Milchovich
	 	 
	 

	 	Title:
	 	Chairman and Chief Executive Officer	 	 






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