SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER LTD. AND JOHN T. LA DUC
SECOND
AMENDMENT
TO
THE
BETWEEN
XXXXXX XXXXXXX LTD. AND XXXX X. XX XXX
WHEREAS,
Xxxxxx
Xxxxxxx Ltd. (“Xxxxxx Xxxxxxx”) entered into an Employment Agreement (the
“Agreement”) with Xxxx X. Xx Xxx (“Executive”) dated as of April 14,
2004;
WHEREAS,
the
parties entered into a First Amendment of the Agreement, dated as of October
6,
2006;
WHEREAS,
the
parties each desire to extend the term of the Agreement through August 13,
2007;
and
WHEREAS,
the
parties each desire to increase the annual incentive bonus target opportunity
to
70% of base commencing January 1, 2007;
NOW,
THEREFORE, in
consideration of the foregoing, it is mutually agreed that the Agreement is
amended in the following particulars, all effective as of the date of this
Second Amendment:
1. By
deleting Section 2 of the Agreement and replacing it with the
following:
The
term
of the Executive’s employment under this Agreement (the “Term”) shall commence
on April 14, 2004 (the “Effective Date”), and shall end on the earlier of (i)
August 13, 2007, or (ii) the date on which the Term is terminated pursuant
to
Section 4 below.
2. By
replacing Section 3.2.1 of the Agreement and replacing it with the
following:
Executive
shall be eligible to participate, as determined by the Compensation Committee
of
the Board, in the Company’s annual incentive program as in effect from time to
time for executives at the Executive’s level. Effective January 1, 2007, the
Executive’s participation will be such that he shall be eligible for an annual
incentive bonus at a target opportunity of seventy percent (70%) of Base Salary
(up to a maximum of one hundred forty percent (140%) of Base Salary) based
upon
whether, and the extent to which, he has achieved certain business objectives
established by the Chief Executive Officer. The actual amount of any annual
incentive bonus shall be determined by and in accordance with the terms of
the
Company’s annual incentive program as in effect from time to time, and the
Executive shall have no absolute right to an annual incentive bonus in any
year.
The
Executive shall be eligible to receive an annual incentive bonus for 2007 on
the
terms set forth above but on a pro-rata basis calculated based upon the number
of days he is employed by Xxxxxx Xxxxxxx in 2007. For the avoidance of doubt,
other than receiving a pro-rata award, the Executive’s annual incentive bonus
for 2007 shall be calculated using the same methodology as used for other
executives at Executive’s level. Any pro-rata bonus for 2007 shall be paid to
the Executive when corresponding bonuses are paid to other executives at
Executive’s level.
IN
WITNESS WHEREOF, the
parties hereto have executed this Second Amendment as of this 30th day of
January, 2007.
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| XXXX X. LA XXX | XXXXXX XXXXXXX LTD. | ||
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/s/
Xxxx X. Xx Xxx
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By:
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/s/ Xxxxxxx X. Xxxxxxxxxx | |
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Xxxxxxx
X. Xxxxxxxxxx
Chairman,
President and Chief Executive
Officer
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