EX-10.45





Exhibit 10.45


FOSTER WHEELER LTD. OMNIBUS INCENTIVE PLAN




Notice of Director Nonqualified Stock Option Grant




Director:                                         




     Pursuant to the attached Director Nonqualified Stock Option Agreement, you have been granted a
nonqualified stock option to purchase shares of common stock, $.01 par value per share (a “Share”),
of Foster Wheeler Ltd., a Bermuda company (the “Company”) as follows:



	 	 	 
	Date of Grant:

	 	May 15, 2008
	 
	 	 
	Exercise Price Per Share:

	 	$                     per Common Share
	 
	 	 
	Total Number of Shares
Subject to this Option:

	 	
                    
                    
shares of common stock
	 
	 	 
	Type of Option:

	 	Nonqualified Stock Option
	 
	 	 
	Expiration Date:

	 	December 31, 2012
	 
	 	 
	Vesting/Exercise Schedule:

	 	So long as you provide continuous service
to the Company or any Affiliate, and
except as otherwise set forth in Section 5
of the Option Agreement, the Shares
underlying this Option shall vest and
become exercisable on December 31, 2008.
	 
	 	 
	Termination Period:

	 	Following your termination of service with
the Company and all its Affiliates, the
Option may be exercised, but only as to
Shares that were vested on the date of
such termination, through the Expiration
Date set forth above; provided, however,
the Option may terminate as of an earlier
date in connection with certain events as
set forth in the Plan and in Section 5 of
the Option Agreement.

	 
	 	 
	 

	 	
You are responsible for keeping track of
the periods during which the Option may be
exercised, including those periods that
apply following your termination of
service with the Company and all its
Affiliates for any reason. The Company
will not provide further notice of such
exercise periods.
	 
	 	 
	Transferability:

	 	Unless otherwise provided in the Option
Agreement or the Plan, this Option may not
be transferred.






     By your signature and the signature of the Company’s representative below, you and the Company
agree that this Option is granted under and governed by the terms and conditions of the Foster
Wheeler Ltd. Omnibus Incentive Plan and the Director Nonqualified Stock Option Agreement, both of
which are attached and made a part of this document.


 








 





     In addition, you agree and acknowledge that your rights to any Shares underlying the Option
vest only as you provide services to the Company or its Affiliates over time, that the grant of the
Option is not as consideration for services you rendered to the Company or its Affiliates prior to
your Date of Grant, and that nothing in this Notice or the attached documents confers upon you any
right to continue your service relationship with the Company or its Affiliates for any period of
time, nor does it interfere in any way with your right or the Company’s (or its Affiliates’) right
to terminate that relationship at any time, for any reason, with or without cause.



	 	 	 	 	 	 	 
	 

	 	 	 	FOSTER WHEELER LTD.	 	 
	 
	 	 	 	 	 	 
	 

Participant

	 	 	 	 

By: Raymond J. Milchovich
	 	 
	 

	 	 	 	Its: Chairman & CEO	 	 






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FOSTER WHEELER LTD. OMNIBUS INCENTIVE PLAN




Director Nonqualified Stock Option Agreement




     1. Grant of Option. Foster Wheeler Ltd., a Bermuda company (the “Company”),
hereby grants to                      (“Optionee”), an option (the “Option”) to
purchase the total number of shares of common stock (the “Shares”) subject to the Option,
set forth in the Notice of Director Nonqualified Stock Option Grant (the “Notice”), at the
exercise price per Share set forth in the Notice (the “Exercise Price”), subject to the
terms, definitions and provisions of the Foster Wheeler Ltd. Omnibus Incentive Plan (the
“Plan”) adopted by the Company, which is incorporated in this Director Nonqualified Stock
Option Agreement (the “Option Agreement”) by reference. Unless otherwise defined in this
Option Agreement, the terms used in this Option Agreement shall have the meanings defined in the
Plan; provided, however, that the term “Shares” as defined above shall be interpreted to refer to
the specific number of shares set forth in the Notice but shall otherwise have the meaning set
forth in Section 2(ww) of the Plan. This Option Agreement shall be deemed executed by the Company
and Optionee upon execution by such parties of the Notice.



     2. Designation of Option. This Option is intended to be a Nonqualified Stock Option
(as defined in Section 2(bb) of the Plan).



     3. Exercise of Option. This Option shall be exercisable during its term in accordance
with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 5 of
this Option Agreement as follows:



          (a) Right to Exercise.





     (i) This Option may not be exercised for a fraction of a share of common stock.




     (ii) In the event of Optionee’s death, Disability (as defined in Section 2(q)
of the Plan) or other termination of service, the exercisability of the Option is
governed by Section 5 below, subject to the limitations contained in this Section 3.




     (iii) In no event may this Option be exercised after the Expiration Date of the
Option as set forth in the Notice.



          (b) Method of Exercise.





     (i) This Option shall be exercisable by delivering to the Company a written
Notice of Exercise (containing the information described in Exhibit A
hereto, in the form attached as Exhibit A, or in any other form acceptable
to the Committee) which shall state Optionee’s election to exercise the Option, the
number of Shares in respect of which the Option is being exercised, and such other
representations and agreements as to the holder’s investment intent with respect to
such Shares as may be required by the Company pursuant to the provisions of the
Plan. Such written notice shall be signed by Optionee and shall be delivered to the
Company by such means as are determined by the Committee in its discretion to
constitute adequate delivery. The written notice shall be accompanied by payment of
the Exercise Price. This



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Option shall be deemed to be exercised upon receipt by the Company of such
written notice accompanied by payment of the Exercise Price.




     (ii) The Company is not obligated, and will have no liability for failure, to
issue or deliver any Shares upon exercise of the Option unless such issuance or
delivery would comply with the Applicable Laws (as defined in Section 2(c) of the
Plan), with such compliance determined by the Company in consultation with its legal
counsel. This Option may not be exercised if the issuance of such Shares upon such
exercise or the method of payment of consideration for such shares would constitute
a violation of any applicable federal or state securities or other law or
regulation, including any rule under Part 221 of Title 12 of the Code of Federal
Regulations as promulgated by the Federal Reserve Board, or other Applicable Laws.
As a condition to the exercise of this Option, the Company may require Optionee to
make any representation and warranty to the Company as may be required by the
Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall
be considered transferred to Optionee on the date on which the Option is exercised
with respect to such Shares. The Company may postpone issuing and delivering any
Shares for so long as the Company reasonably determines to be necessary to satisfy
the following:




     (A) its completing or amending any securities registration or
qualification of the Shares or its or the Optionee’s satisfying any
exemption from registration under any federal or state law, rule or
regulation;




     (B) its receiving proof it considers satisfactory that a person seeking
to exercise the Option after the Optionee’s death is entitled to do so;




     (C) the Optionee complying with any requests for representations under
the Plan; and




     (D) its compliance with the restrictions of Code Section 409A to the
extent applicable, including any final regulations issued pursuant thereto,
including the Committee’s right to amend any provision of this Option
Agreement to the extent necessary to comply with Code Section 409A.



     4. Method of Payment. Payment of the Exercise Price (in US dollars) shall be by any
of the following, or a combination of the following, at the election of Optionee:




     (a) cash or cashier’s check;




     (b) through a cashless (broker-assisted) exercise; or




     (c) a combination of paragraphs (a) and (b) immediately above.



     5. Termination of Relationship; Vesting Acceleration on Certain Events. Following the
date of the Optionee’s termination of service for any reason (the “Termination Date”),
Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extent
that Optionee is not vested in the Shares as of his or her Termination Date, the Option shall
terminate as to unvested Shares as of the Termination Date. If Optionee does not exercise this
Option as to vested



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Shares prior to the earlier of the Expiration Date of the Option as set forth in the Notice or
the relevant dates specified below in this Section 5, the Option shall terminate in its entirety.
In no event, may the Option be exercised as to any Shares after the Expiration Date of the Option
as set forth in the Notice.




     (a) Termination as a Result of Death or Disability. In the event of the
Optionee’s termination of service as a result of his or her death or Disability (as defined
in Section 2(q) of the Plan) on or after January 31, 2008, any unvested Shares under the
Option shall immediately become fully vested and exercisable and all remaining Shares
subject to the Option shall remain exercisable until the earlier of:




     (i) the Expiration Date; or




     (ii) the one (1) year anniversary of the day the Optionee terminates service
due to death or Disability.




In the event of the Optionee’s death, the Optionee’s beneficiary or estate may exercise the
vested Shares under the Option.




     (b) Termination for Cause. In the event the Optionee’s service is terminated
for Cause (as defined in Section 2(i) of the Plan), all unvested Shares under the Option and
all unexercised, vested Shares under the Option shall expire immediately, be forfeited and
considered null and void, and the provisions of Section 9 of this Agreement shall control.




     (c) Termination — General. In the event of the Optionee’s termination of
service other than as a result of Optionee’s 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,
the vesting of the Option shall accelerate such that Optionee shall be vested in and able to
exercise the Option as of the Termination Date as to that number of Shares subject to the
Option that equals the product of:




     (i) the total number of Shares subject to the Option, 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 termination of service
occurs, and the denominator of which is eight (8), rounded to the nearest whole
number.




The remaining portion of the unvested and unexercisable Option which is 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 Options on May 15, 2008. She will vest 100% in
her Options on December 31, 2008. Ann subsequently announces her termination of
service effective July 1, 2008.



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




All Shares under the Option which become immediately vested and exercisable pursuant to this
paragraph (c) shall remain exercisable until the earlier of:




     (A) the Expiration Date; or




     (B) the date which is thirty (30) days after the day the Optionee
terminates service for reasons other than as a result of Optionee’s death,
Disability (as defined in Section 2(q) of the Plan) or Cause (as defined in
Section 2(i) of the Plan); provided, however, that in the event that
applicable securities law (including Section 306 of the Sarbanes-Oxley Act),
a rule or listing requirement of the principal stock exchange on which the
Company’s Shares are listed, or the Company’s blackout or stock trading
policy prohibits the Optionee from trading in Shares (collectively, a
“Blackout”) during any portion of the 30-day exercise period, then the
running of such 30-day exercise period shall be suspended until the first
date on which the Blackout is lifted by the Company as it relates to the
Optionee, or in the opinion of the Company’s legal counsel or legal
compliance officer, the Blackout no longer applies, but in no event shall
such Option be exercisable after the Expiration Date.




     (d) 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 an Optionee’s
termination of service but on or after January 31, 2008, any unvested Shares under the
Option shall immediately become fully vested and exercisable and all remaining Shares
subject to the Option shall remain exercisable through their Expiration Date, 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 (d), the rights set forth in such other agreement
shall supersede the provisions of this paragraph (d). 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 (d), the rights set forth in this paragraph (d) shall supersede the
provisions of such other agreement.




     (e) Other Termination Events. Notwithstanding anything to the contrary
contained in this Option Agreement, the Option 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 9 of this Agreement shall control.



     6. Relation of Other Agreement(s) to Option. As an express condition to acceptance of
this Option, subject to the special exception provided under Section 5(d) of this Option Agreement
(which governs a Change in Control situation), you agree that:



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     (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 Option under this Option Agreement are set forth in Section 5 of this Option
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 5(d) of this Option 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 Option governed by this Option Agreement.



     7. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of Optionee.



     8. 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 Shares covered by the Option and the Exercise
Price 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 Option is not terminated upon consummation of such merger or consolidation,
modify such Option to pertain to and apply to the securities or other property to which a
holder of the number of shares subject to the unexercised portion of this Option would have
been entitled upon such consummation.


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




     9. Forfeiture Events. Upon the occurrence of any of the events set forth in Section
11.2 of the Plan (a “Forfeiture Event”), Optionee, without any further action by the Company or
Optionee, shall forfeit, as of the first day of any such Forfeiture Event:




     (a) all right, title and interest to this Option;



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     (b) any Shares issued upon exercise of the Option then owned by the Optionee; and




     (c) any and all profits realized by the Optionee, on an after-tax basis, pursuant to
any sales or transfer of any Shares previously subject to the Option 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 Option and the Shares, and the Company
further shall be entitled to reimbursement from the Optionee 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 9. By accepting this Option Grant, the Optionee hereby consents to a deduction from
any amounts the Company owes to Optionee from time to time (including amounts owed to the Optionee
as compensation as well as any other amounts owed to Optionee by the Company), to the extent of any
amounts that the Optionee owes to the Company under this Section 9. Whether or not the Company
elects to make any set-off in whole or in part, if the Company does not recover by means of set-off
the full amount the Optionee owes to the Company, calculated as set forth above, the Optionee
agrees to pay immediately the unpaid balance to the Company.




     10. US Tax Consequences. Below is a brief summary as of the date of this Option of
certain United States federal tax consequences of exercise of this nonqualified stock option and
disposition of the Shares 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. OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. There may be a regular federal
(and state) income tax liability upon your exercise of the Option. You will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of
the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Shares
issued upon exercise of this Option 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.



     11. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions thereof (and has had an
opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and
agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby
agrees 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 Option.
In the event of a conflict between the terms and provisions of the Plan and the terms and
provisions of the Notice and this Option Agreement, the Plan terms and provisions shall prevail.



     12. Governing Law. The laws of the state of New Jersey, without giving effect to
principles of conflicts of law, will apply to the Plan, to the Option and the Option Agreement
(including the Notice). The Company agrees, and Optionee agrees as a condition to acceptance of
the Option, to submit to the jurisdiction of the courts located in the jurisdiction in which the
Optionee provides, or most recently provided, his or her primary services to the Company.



     13. Data Protection. Optionee acknowledges and agrees (by executing this Option
Agreement) to the collection, use, processing and transfer of certain personal data as described in
this Section 13. The Optionee understands that he or she is not obliged to consent to such
collection, use,



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processing and transfer of personal data. However, the Optionee understands that his or her
failure to provide such consent may affect his or her ability to participate in the Plan. The
Optionee understands that the Company may hold certain personal information about the Optionee,
including his or her name, social security number (or other tax identification number), salary,
nationality, position 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 be
located elsewhere throughout the world. The Optionee authorizes 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 Option on the
Optionee’s behalf by a broker or other third party with whom the Optionee may elect to deposit any
Shares subject to the Option acquired pursuant to the Plan. The Optionee understands that he or
she may, at any time, review Data with respect to the Optionee and require any necessary amendments
to such Data. The Optionee also understands that he or she may withdraw the consents to use Data
herein by notifying the Company in writing; however, the Optionee understands that by withdrawing
his or her consents to use Data, the Optionee may affect his or her ability to participate in the
Plan.



     14. Service Matters. The award of this Option 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 Option or by the terms of the Plan or this
Option Agreement. No provision of this Agreement or of the Option granted hereunder shall give the
Optionee any right to continue in the service of the Company or any Affiliate, create any inference
as to the length of service of the Optionee, affect the right of the Company or any Affiliate to
terminate the service of the Optionee, with or without Cause (as defined in Section 2(i) of the
Plan), or give the Optionee any right to participate in any employee welfare or benefit plan or
other program (other than the Plan) of the Company or any Affiliate. Optionee acknowledges and
agrees (by executing this Agreement) that the granting of Options under this Agreement are made on
a fully discretionary basis by the Company and that this Agreement does not lead to a vested right
to further Option awards in the future. Further, the Options set forth in this Agreement
constitute a non-recurrent benefit and the terms of this Agreement are only applicable to the
Options distributed pursuant to this Agreement.



     15. Tax Provisions Applicable to Non-US Persons. This Section 15 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 this Option and during the period in which you hold this Option or the Shares
issued pursuant thereto.




     (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 Option, vesting of the Shares or
the exercise of the Option.




     (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



9









 







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 on exercise of the Option) 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.



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



     17. 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.



     18. Amendment of Nonqualified Stock Option. 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 Option Agreement without your consent.



     19. Representations. As a condition to your receipt of this Option, 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 Option;




     (b) You are acquiring the Option 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 Option 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
exercise of this Option 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;



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     (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 exercise of this Option, the Company may
require you to furnish contemporaneously dated representations similar to those set forth in
this Section 19.



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EXHIBIT A




FOSTER WHEELER LTD. OMNIBUS INCENTIVE PLAN






Director’s Notice of Exercise of Nonqualified Stock Option




	 	 	 
	To:

	 	Foster Wheeler Ltd.
	Attn:

	 	Stock Option Administrator
	Subject:

	 	Notice of Intention to Exercise Stock Option






     This is official notice that the undersigned (“Optionee”) intends to exercise Optionee’s
option to purchase                      Common Shares of Foster Wheeler Ltd., under and pursuant to the
Company’s Omnibus Incentive Plan and the Option Agreement dated                     :



Date of Exercise:




Number of Shares:




Exercise Price:




Method of Payment of Exercise Price:




Social Security Number:



The Shares should be issued as follows:




Name:




Address:




Signed:




Date: