EX-10.1



 Exhibit 10.1 
  





 
 AMENDMENT NO. 1 

to 
 CONTRACT OF
EMPLOYMENT 
 between 

(1) FOSTER WHEELER MANAGEMENT LIMITED 

and 
 (2) STEPHEN
ROSTRON                                        
      







 THIS DEED is made on March 3, 2014 

BETWEEN 
  

	(1)	FOSTER WHEELER MANAGEMENT LIMITED incorporated and registered in England and Wales with company number 05344191 whose registered office is at Shinfield Park, Shinfield, Reading, Berkshire RG2 9FW (the
“Company”); and 

  

	(2)	STEPHEN ROSTRON of 358 Lichfield Road, Four Oaks, Birmingham, West Midlands, B74 4BH (“you”) 


BACKGROUND 
  

	(A)	The Company entered into a Contract of Employment with you which was prepared on 24 April 2013 and effective on and from 27 August 2013 (the “Contract”). 


 

	(B)	It has been agreed between the Company and you that the terms of the Contract should be amended as set out in clause 3. 

  

	(C)	You and the Company have agreed that the amendment in clause 3 shall have effect on and from 27 August 2013. 


THIS DEED PROVIDES THAT 
  

	1.0	DEFINITIONS 

  

	 	1.1	Terms that are not specifically defined in this Deed shall have the definition provided in the Contract. 

  

	 	1.2	The headings in this Deed are inserted for convenience only and shall not affect its construction. 

  

	2.	CONSIDERATION 

 For good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, and in further consideration of the mutual promises, covenants and undertakings contained in the Contract, the parties agree that the Contract is amended effective on and from 27 August 2013 as set out in clause 3
below. 
  

	3.	AMENDMENT TO SIGN-ON EQUITY TERMS 

 The paragraph in section 3.1 of the Contract which
reads as follows: 
 “Furthermore, if your employment is terminated by the Company without notice before the relevant vesting dates
listed above, the outstanding Replacement RSUs will vest in full on your Termination Date (as defined below).” 
 is hereby deleted in
its entirety and replaced with the following paragraph: 

  
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 “Furthermore, if before the relevant vesting dates listed above, your employment is
terminated (i) without Cause by the Company or (ii) due to your Resignation for Good Reason or (iii) due to your Resignation for Good Reason During a Change in Control Period, ((i), (ii) and (iii) in this paragraph shall
have the same meaning as set out in the Foster Wheeler AG Senior Executive Severance Plan (as amended from time to time)), the outstanding Replacement RSUs will vest in full upon the termination of your employment.” 

 

	3.	CHANGES TO THE CONTRACT 

 Other than as expressly set forth in this Deed, the Contract
remains unchanged. 
  

	4.	COUNTERPARTS 

 This Deed may be executed in any number of counterparts, each of which,
when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument. 
 EXECUTED by the
parties as a DEED 
  

							
	 EXECUTED as a DEED by

FOSTER WHEELER
 MANAGEMENT LIMITED

acting by KENT MASTERS,
 a director, in the presence of:
	  	 )
 )

)
 )

)
	  	  
 /s/ J. Kent Masters

				
		 	Witness Signature:	  		  	/s/ Geraldine Pamphlett
				
		 	Name:	  		  	Geraldine Pamphlett
				
		 	Address:	  		  	 2 Northcote
 Andover Road

Oakley, Hampshire RG23 7HD

			
	 SIGNED as a DEED by

STEPHEN ROSTRON in the
 presence of:
	  	 )
 )

)
	  	  
 /s/ Stephen Rostron

				
		 	Witness Signature:	  		  	/s/ Geraldine Pamphlett
				
		 	Name:	  		  	Geraldine Pamphlett
				
		 	Address:	  		  	 2 Northcote
 Andover Road

Oakley, Hampshire RG23 7HD



  
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