Exhibit 10.3
Second Amendment to the
FOSTER WHEELER LTD.
2004 Stock Option Plan
(Adopted September 2004)
The Foster Wheeler Ltd. 2004 Stock
Option Plan (the “Plan”) is hereby further amended as
follows, pursuant to resolutions adopted by the Board of Directors
of Foster Wheeler Ltd. and its Compensation Committee at their
meetings held December 8, 2008:
1.
Section 2(b) is replaced
in its entirety with the following language:
“ Applicable Laws
” means the legal
requirements relating to the administration of stock option plans
or the issue of shares of capital by a company, including under the
laws of Switzerland, applicable U.S. state corporate laws, U.S.
federal and applicable state securities laws, other U.S. federal
and state laws, the Code, any Stock Exchange rules and
regulations that may from time to time be applicable to the
Company, and the applicable laws, rules and regulations of any
other country or jurisdiction where Options are granted under the
Plan, as such laws, rules, regulations, interpretations and
requirements may be in place from time to time.
2.
Section 2(i) is replaced
in its entirety with the following language:
“ Common Stock
” means the common shares of Foster Wheeler AG, par value
CHF 3.00 each, or such other par value as may be in effect from
time to time.”
3.
Section 2(j)&n
