FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER LTD. AND RAYMOND J. MILCHOVICH
FIRST
AMENDMENT TO THE
BETWEEN
XXXXXX
XXXXXXX LTD.
AND
XXXXXXX
X. XXXXXXXXXX
THIS
FIRST AMENDMENT to the Employment Agreement between Xxxxxx Xxxxxxx Ltd. (“Xxxxxx
Xxxxxxx”) and Xxxxxxx X. Xxxxxxxxxx (the “Executive”) dated as of August 11,
2006 (the “Employment Agreement”) is made and entered into as of January 30,
2007.
WITNESSETH
WHEREAS,
Xxxxxx Xxxxxxx and the Executive heretofore entered into the Employment
Agreement;
WHEREAS,
the parties each desire to amend the Employment Agreement as set forth
below.
NOW
THEREFORE, Xxxxxx Xxxxxxx and the Executive hereby mutually agree to amend
the
Employment Agreement as follows:
1. Effective
the date hereof, Section 1.1 is hereby revised to read as follows:
Employment,
Duties.
The Company hereby employs the Executive for the Term (as defined in Section
2.1), to render exclusive and full-time services to the Company, in the capacity
of chief executive officer of the Company and to perform such other duties
consistent with such position (including service as a director or officer of
any
affiliate of the Company if elected) as may be assigned by the Board of
Directors of the Company (the “Board”); provided, however, that the Executive
may, subject to approval by the Board, serve on the Board of Directors of not
more than two for-profit businesses at any time during the Term that do not
compete with the Company and may participate in civic, charitable and industry
organizations to the extent that such participation does not materially
interfere with the performance of his duties hereunder. The Executive’s title
shall be Chief Executive Officer, or such other titles of at least equivalent
level consistent with the Executive’s duties from time to time as may be
assigned to the Executive by the Board, and the Executive shall have all
authorities as are customarily and ordinarily exercised by executives in similar
positions in similar businesses in the United States. The Executive shall report
solely to the Board. The Company agrees to use its best efforts to cause the
Executive to be elected to the Board, and to have the Executive serve as
Chairman of the Board throughout his service on the Board during the
Term.
2. Effective
January 1, 2007, subsection 3.6(i) of the Employment is hereby revised to read
as follows:
(i) During
the Term, the Executive shall be provided by the Company with the following
perquisites:
(a) supplemental
term life insurance equal to Executive’s Base Salary;
(b) an
annual
physical examination;
(c) home
office equipment and associated services for business use in Executive’s
homes;
(d) should
the personal security of the Executive become an issue, reasonable security
measures shall be provided by the Company, as required and determined by the
Executive and subject to approval by the Compensation Committee of the Board;
(e) annual
reimbursement for the reasonable fees associated with financial planning and
income tax advice and document preparation; and
(f) Company-furnished
automobile or automobile allowance at a level no less favorable than any other
executive at or below the Executive’s level.
IN
WITNESS WHEREOF, Xxxxxx Xxxxxxx and the Executive have executed this First
Amendment.
| XXXXXX XXXXXXX LTD. | XXXXXXX X. XXXXXXXXXX | ||
| By: /s/ Xxxxx X. Xxxxx | /s/ Xxxxxxx X. Xxxxxxxxxx | ||
|
Name:
Xxxxx X. Xxxxx
|
|
||
|
Title:
Chair of the Compensation Committee
|
