Third Amendment to the
FOSTER WHEELER AG
Omnibus Incentive Plan
The Foster Wheeler
AG Omnibus Incentive Plan (the “Plan”) is hereby
further amended as follows, pursuant to resolutions adopted by the
Compensation Committee of the Board of Directors of Foster Wheeler
AG at its meeting held on May 5, 2009:
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1.
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The
first paragraph of Section 1.1 is replaced in its entirety
with the following language:
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Establishment.
Foster Wheeler Ltd., a
Bermuda company, established an incentive compensation plan known
as the Foster Wheeler Ltd. Omnibus Incentive Plan (the
“Plan”). The Plan superseded and replaced the Foster
Wheeler Inc. 1995 Stock Option Plan, the Directors Stock Option
Plan, the 2004 Stock Option Plan, and the Management Restricted
Stock Plan (the “Prior Plans”), except that the Prior
Plans shall remain in effect until the awards granted under such
plans have been exercised, forfeited, are otherwise terminated, or
any and all restrictions lapse, as the case may be, in accordance
with the terms of such awards. On February 9, 2009, Foster
Wheeler AG became the ultimate parent company of Foster Wheeler
Ltd. and its subsidiaries as a result of a redomestication effected
pursuant to a scheme of arrangement under Bermuda law (the
“Redomestication”), as described in Foster Wheeler
Ltd.’s proxy statement dated December 19, 2008. In the
Redomestication, all of the previously-outstanding common shares of
Foster Wheeler Ltd. were cancelled and each holder of cancelled
Foster Wheeler Ltd. common shares received registered shares of
Foster Wheeler AG (or cash in lieu of any fractional shares).
Effective upon the completion of the Redomestication, Foster
Wheeler AG, a Swiss company (hereinafter referred to as the
“Company”) assumed the Plan, renamed it the
“Foster Wheeler AG Omnibus Incentive Plan,” and made
certain amendments to the Plan.
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2.
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The
first clause of Section 2(i) is replaced in its entirety with the
following language:
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“Cause”
means, with respect to
any Participant, unless otherwise specified in (a) an
applicable employment or other written agreement between the
Company and a Participant or (b) an applicable employment or
other written agreement between an Affiliate or a Subsidiary (which
Affiliate or Subsidiary is incorporated in the United States or
Bermuda) and a Participant which has been approved by the Board or
Committee or executed by the person who is the Chief Executive
Officer of the Company:
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3.
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The
first clause of Section 2(j) is replaced in its entirety with the
following language:
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“Change in
Control” means, unless otherwise specified in
(a) an applicable employment or other written agreement
between the Company and a Participant or (b) an applicable
employment or other written agreement between an Affiliate or a
Subsidiary (which Affiliate or Subsidiary is incorporated in the
United States or Bermuda) and a Participant which has been approved
by the Board or Committee or executed by the person who is the
Chief Executive Officer of the Company,
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4.
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The
first clause of Section 2(q) is replaced in its entirety with the
following language:
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“Disability”
means, unless otherwise
specified in (a) an applicable employment or other written
agreement between the Company and a Participant or (b) an
applicable employment or other written agreement between an
Affiliate or a Subsidiary (which Affiliate or Subsidiary is
incorporated in the United States or Bermuda) and a Participant
which has been approved by the Board or Committee or executed by
the person who is the Chief Executive Officer of the
Company,
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5.
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Section 2(v) is replaced in its
entirety with the following language:
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“Full Value
Award” means an Award other than in the
form of an ISO, NQSO, or SAR, and which is settled by the issuance
of fully paid Shares. A Full-Value Award shall require the
Participant to pay at least the par value for each Share issued out
of the Company’s conditional capital. The Company reserves
the right to arrange for payment to be made on the
Participant’s behalf as part of an Award or
otherwise.
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6.
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The
first clause of Section 2(rr) is replaced in its entirety with
the following language: “(i) the Foster Wheeler Inc. 1995
Stock Option Plan;”
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7.
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The
first clause of Section 2(tt) is replaced in its entirety with
the following language:
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“Resignation for Good
Reason” means, unless otherwise specified in
(x) an applicable employment or other written agreement
between the Company and a Participant or (y) an applicable
employment or other written agreement between an Affiliate or a
Subsidiary (which Affiliate or Subsidiary is incorporated in the
United States or Bermuda) and a Participant which has been approved
by the Board or Committee or executed by the person who is the
Chief Executive Officer of the Company, a material negative change
in the employment relationship without the Participant’s
consent;
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8.
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The
first sentence of Section 2(ww) is replaced in its entirety
with the following language:
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“Share”
means a registered share
of the Company, par value CHF 3.00 each, or such other par value as
may be in effect from time to time.
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Effective upon the completion of the
Redomestication, registered shares of the Company will be issued,
held, made available, or used to measure benefits as appropriate
under the Plan in lieu of Foster Wheeler Ltd. common shares with
re
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