Exhibit 10.1
FIRST AMENDMENT
TO THE
EMPLOYMENT AGREEMENT
BETWEEN
FOSTER WHEELER LTD.
AND
RAYMOND J. MILCHOVICH
THIS FIRST AMENDMENT is made and entered into this 13th day of
September, 2002 to the Employment Agreement between Foster Wheeler Ltd. (the
"Company") and Raymond J. Milchovich (the "Executive") dated October 22, 2001
(the "Employment Agreement").
W I T N E S S E T H:
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WHEREAS, the Company and the Executive mutually agree that it is in
each party's best interests to amend the Employment Agreement;
NOW, THEREFORE, in accordance with Section 10.6 of the Employment
Agreement, the Employment Agreement is hereby amended effective September 13,
2002 as follows:
1. EXHIBIT A of the Employment Agreement is hereby amended in its
entirety to read as provided in EXHIBIT A appended to this First Amendment.
IN WITNESS WHEREOF, the Company and the Executive have executed this
First Amendment effective on the date first above written.
FOSTER WHEELER LTD.
By /S/ JOSEPH J. MELONE
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Name: Joseph J. Melone
Title: Deputy Chairman
/S/ RAYMOND J. MILCHOVICH
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Raymond J. Milchovich
EXHIBIT A
GRANT DATE OF OPTION1 NUMBER OF SHARES DATE BECOMING VESTED AND EXERCISABLE2
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Effective Date 1,300,000 Portion of such option representing 260,000 shares on each
date immediately preceding each of the first through fifth
anniversaries of the Effective Date.
As soon as practicable A number of shares such that the Portion of such option representing one-forty-eighth (1/48)
after the expiration of Black-Scholes value3 of such of the number of shares represented by such option on the
thirty (30) days option on such grant date equals date of grant and on the first day of each successive month
following the execution $5 million dollars; PROVIDED, thereafter.
by the Company of the that such number of shares shall
pending 2002 bank be not less than 700,000 and not
credit agreements. more than 1,000,000.
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(1) Subject to the Executive's continued employment with the Company on the
grant date.
(2) Subject to the Executive's continued employment with the Company through
the vesting date, except as specifically provided in the Agreement.
(3) The calculation of the Black-Scholes value of any option granted hereunder
shall be made by the Compensation Committee of the Board and shall assume:
(i) a ten-year option term; (ii) an option life equivalent to 70% of the
option; (iii) the Company dividend rate on the date of such calculation,
if reasonably anticipated to continue; (iv) a risk free rate of return
(equivalent to the seven-year U.S. Treasury bill rate) on the date of such
calculation; (v) the volatility factor of the Company's common stock based
on the weekly closing trading price for the five-year period immediately
preceding such calculation; and (vi) an option exercise price equal to the
closing price of a share of Company common stock on the date of grant. The
calculation will be performed according to the above by the consulting
firm of Frederic W. Cook Co., Inc.
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