First Amendment to Employment Agreement between Foster Wheeler Ltd. and Raymond J. Milchovich

Contract Categories: Human Resources › Employment Agreements
Summary

This amendment updates the employment agreement between Foster Wheeler Ltd. and Raymond J. Milchovich, effective September 13, 2002. It revises the terms of Exhibit A, which details the grant and vesting schedule of stock options for the executive. The amendment specifies the number of shares, vesting dates, and the method for calculating the value of the options, all contingent on continued employment. The changes are mutually agreed upon by both parties and signed by company representatives and the executive.

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EX-10.1 3 ex10-1.txt EMPLOYMENT AGREEMENT 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: -------------------- 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 ---------------------------------- Name: Joseph J. Melone Title: Deputy Chairman /S/ RAYMOND J. MILCHOVICH ---------------------------------- Raymond J. Milchovich EXHIBIT A
GRANT DATE OF OPTION1 NUMBER OF SHARES DATE BECOMING VESTED AND EXERCISABLE2 - -------------------- ---------------- ------------------------------------ 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. (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.