Exhibit 10.11
AMENDMENT
TO THE
EMPLOYMENT AGREEMENT
BETWEEN
FOSTER WHEELER LTD.
AND
RAYMOND J. MILCHOVICH
THIS AMENDMENT is made and entered into this 23rd day of January, 2003
to the Employment Agreement between Foster Wheeler Ltd. ("Foster Wheeler") and
Raymond J. Milchovich (the "Executive") dated October 21, 2001 (the "Employment
Agreement").
W I T N E S S E T H:
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WHEREAS, Foster Wheeler and the Executive heretofore entered into the
Employment Agreement; and
WHEREAS, Section 10.6 of the Employment Agreement provides that the
Employment Agreement may be amended by a written instrument executed by both
parties; and
WHEREAS, Foster Wheeler and the Executive mutually agree to amend the
Employment Agreement as provided herein below;
NOW, THEREFORE, Foster Wheeler and the Executive mutually agree to
amend the Employment Agreement effective as of the date first above written as
follows:
1. Exhibit C to the Employment Agreement shall be revised in its
entirety to read as follows:
REVISED EXHIBIT C
(a) The original EXHIBIT C to this Employment Agreement shall be
superseded in all respects by this REVISED EXHIBIT C.
In accordance with this REVISED EXHIBIT C, as soon as practicable,
but in no event later than February 15, 2003, the Company shall:
(1) Terminate the current letter of credit arrangement currently
utilized by the Company to fund Executive's SERP benefit
pursuant to the original EXHIBIT C.
(2) Prior to the termination of the current letter of credit,
Executive may draw under such letter of credit, in a single
lump sum payment, the amount
of $1,082,500, less all applicable withholding taxes determined
by the Company, representing the SERP amount earned to date
pursuant to the original EXHIBIT C.
(b) Further, in accordance with this REVISED EXHIBIT C:
(1) On the twenty-first day of each calendar quarter
commencing April 21, 2003, the Executive shall be entitled to
receive in a single lump sum payment the amount of $216,500, less
all applicable withholding taxes as determined by the Company
(each, an "Installment Payment"). The Executive shall be entitled
to continue to receive the Installment Payments on a quarterly
basis until the total gross sum of $3,247,500, (the "Full Amount")
has been paid to the Executive. Each then current Installment
Payment, and only the then current Installment Payment shall be
secured by an irrevocable direct pay letter of credit issued to the
Executive by a financial institution mutually acceptable to the
Company and the Executive in form and substance acceptable to
Executive and in an amount equal to the Installment Payment. On the
twenty-first day of each calendar quarter, Executive shall be
authorized to draw under such letter of credit the Installment
Payment then due. Furthermore, on or before the twenty-first day of
each calendar quarter, the Company shall cause a new letter of
credit to be issued to the Executive in respect of the Installment
Payment due on the twenty-first day of the next calendar quarter.
The Company shall continue to replace each drawn letter of credit
with a new letter of credit until the Full Amount has been paid.
(2) Notwithstanding paragraph (b)(1) above, upon the first
to occur of termination of the Executive by the Company without
Cause, termination by the Executive for Good Reason, or termination
because of Executive's death or disability, all as defined in this
Agreement, the amount in paragraph (a)(2), if unpaid, and the
balance of the unpaid Full Amount in paragraph (b)(1) shall
immediately be due and payable to the Executive in a single lump
sum payment, and Executive may immediately draw upon the letter
credit the Installment Payment then due.
(3) Notwithstanding paragraphs (a)(2) and (b)(1) above, in
the event that Executive separates from employment with the Company
prior to the fifth anniversary of the Effective Date of this
Agreement by reason of termination by the Company with Cause or by
the Executive without Good Reason, the Executive shall promptly
repay to the Company in a single lump sum payment the gross amount
of the payments made to the Executive by the Company pursuant to
this REVISED EXHIBIT C. In addition, in order to secure his
contingent repayment obligation as described herein, the Executive
agrees to provide to the Company such collateral as the Company
shall reasonably determine.
IN WITNESS WHEREOF, the parties hereto hereby enter into this Amendment
as of 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