0000950123-09-008124 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2009 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors • New Jersey

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 27, 2009, among FOSTER WHEELER INC., a Delaware corporation having a principal place of business in Clinton, New Jersey (the “Company”), THIERRY DESMARIS (the “Executive”), and FOSTER WHEELER INTERNATIONAL CORP., a Delaware corporation having a principal place of business in Clinton, New Jersey (the “Guarantor”).

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FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement
Employee Restricted Stock Unit Award Agreement • May 6th, 2009 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors

Pursuant to the Foster Wheeler AG Omnibus Incentive Plan (the “Plan”), a copy of which has been delivered to you, along with a prospectus describing the material terms of the Plan, and in accordance with the terms and conditions of the Plan and your agreement to such additional terms, conditions and restrictions as are set forth below, you have been granted as of the date set forth above a Restricted Stock Unit Award (the “Restricted Stock Unit Award”), meaning the right to receive registered shares of Foster Wheeler AG (the “Company”) on the terms and conditions set forth herein. Capitalized terms used but not defined in this Employee Restricted Stock Unit Award Agreement (the “Agreement”) have the meanings ascribed to them in the Plan.

FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Director Restricted Stock Unit Award Agreement
Director Restricted Stock Unit Award Agreement • May 6th, 2009 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors

Pursuant to the Foster Wheeler AG Omnibus Incentive Plan (the “Plan”), a copy of which has been delivered to you, along with a prospectus describing the material terms of the Plan, and in accordance with the terms and conditions of the Plan and your agreement to such additional terms, conditions and restrictions as are set forth below, you have been granted as of the date set forth above a Restricted Stock Unit Award (the “Restricted Stock Unit Award”), meaning the right to receive registered shares of Foster Wheeler AG (the “Company”) on the terms and conditions set forth herein. Capitalized terms used but not defined in this Director Restricted Stock Unit Award Agreement (the “Agreement”) have the meanings ascribed to them in the Plan.

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