Attached files
| file | filename |
|---|---|
| EX-10.1 - FOSTER WHEELER AG | v171718_ex10-1.htm |
| EX-10.2 - FOSTER WHEELER AG | v171718_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): January 14,
2010
FOSTER
WHEELER AG
(Exact
Name of Registrant as Specified in Its Charter)
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Switzerland
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001-31305
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98-0607469
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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Lindenstrasse
10, Baar, Switzerland
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CH-6340
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: +41 (41) 748-4320
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e
-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Employment Agreements with
Named Executive Officers
In
connection with the relocation of the operating headquarters of Foster Wheeler
AG (the “Company”) to Geneva, Switzerland, which was announced on December 17,
2009, two of the Company’s “named executive officers,” as defined in the rules
of the Securities and Exchange Commission, entered into amended employment
arrangements with a subsidiary of the Company, as more fully described
below.
Franco
Baseotto
On
January 14, 2010, Foster Wheeler Inc. (“FWI”), a subsidiary of the Company, and
Franco Baseotto, the Company’s Executive Vice President, Chief Financial
Officer, and Treasurer, entered into a First Amendment to the Employment
Agreement, effective January 18, 2010 (the “Baseotto Amendment”). The
Baseotto Amendment is attached hereto as Exhibit 10.1 and is incorporated into
this Item 5.02 by reference. The following summary of the Baseotto
Amendment is qualified in its entirety by reference to the attached Baseotto
Amendment.
The
Baseotto Amendment sets forth the terms and conditions applicable to Mr.
Baseotto’s performance of duties in Switzerland between January 18, 2010 and the
earliest of (i) the date a new addendum (the “New Addendum”) to Mr. Baseotto’s
Employment Agreement (the “Baseotto Agreement”) is entered into, (ii) June 30,
2012, and (iii) the date the Baseotto Agreement is terminated (the “Initial
Assignment Term”). Pursuant to the Baseotto Amendment, FWI
acknowledges that the relocation to Switzerland would allow Mr. Baseotto to
terminate his employment for “Good Reason” under the Baseotto Agreement, and the
parties agree that Mr. Baseotto’s duties will be performed, beginning as of the
effective date of the Baseotto Amendment, primarily at the Company’s offices in
Switzerland. Any termination of Mr. Baseotto’s employment would
continue to be governed by the Baseotto Agreement, except that in order for a
termination by Mr. Baseotto to constitute a termination for Good Reason based
upon the relocation to Switzerland, the following additional conditions must be
satisfied: (1) Mr. Baseotto resigns after June 30, 2011 and has given
FWI at least 12 months advance written notice, or (2) Mr. Baseotto resigns due
to an unforeseen catastrophic personal event that requires Mr. Baseotto to
relocate to the United States (“U.S.”) and he provides FWI at least 30 days
advance written notice.
Mr.
Baseotto will be entitled to be reimbursed for move-related transportation and
expenses and certain air travel for himself and his family between the U.S. and
Switzerland, to certain cost-of-living allowances totaling approximately CHF
28,000 per month, and to a settling-in allowance of CHF 5,000. Mr.
Baseotto and FWI have agreed to certain tax equalization
provisions. Upon Mr. Baseotto’s termination of employment (other than
for “Cause,” as defined in the Baseotto Agreement) his outstanding stock options
will remain exercisable for the shorter of one year or the reminder of the terms
of such stock options.
Mr.
Baseotto will receive a stay bonus equal to 175% of his annual base salary upon
the earlier of entering into a New Addendum to the Baseotto Agreement or June
30, 2011, provided he remains in active employment until such
date. The stay bonus is also payable if Mr. Baseotto’s employment is
terminated without Cause, for Good Reason (other than the relocation to
Switzerland), as a result of death or disability, or in certain circumstances
relating to a catastrophic personal event that requires him to relocate to the
U.S. The stay bonus will be increased if Mr. Baseotto remains in
active employment beyond June 30, 2011, with the increase being on a pro-rata
basis based on the number of months of employment between June 30, 2011 and the
end of the Initial Assignment Term, provided that Mr. Baseotto provides at least
12 months advance written notice of his resignation (30 days in the case of a
catastrophic personal event that requires him to relocate to the
U.S.). The stay bonus will be forfeited if Mr. Baseotto is not in
active employment through June 30, 2011, if he fails to provide at least 12
months advance written notice (30 days in the case of a catastrophic personal
event that requires him to relocate to the U.S.) of resignation, or if Mr.
Baseotto is terminated for Cause.
Mr.
Baseotto has the right to cause FWI to enter into a New Addendum with him by no
later than June 30, 2012 on terms no less favorable to Mr. Baseotto than those
in the Baseotto Agreement and otherwise no less favorable than described below
in this paragraph, with the exception that the relocation to Switzerland will
not constitute an event giving rise to a resignation for Good
Reason. If FWI fails to do so, Mr. Baseotto may resign with Good
Reason and receive the separation pay and benefits provided for in the Baseotto
Agreement, as well as the cost of repatriation to the U.S. As part of
any New Addendum, Mr. Baseotto would receive an award of restricted stock units
with an economic value of $2,500,000 on the date of grant that will vest ratably
over 3 years. He would also receive certain relocation assistance, a
settling-in allowance of CHF 30,000, and assignment allowances of approximately
CHF 26,000 per month. The New Addendum will also include certain tax
equalization provisions.
2
Beth
Sexton
On
January 14, 2010, FWI and Beth B. Sexton, the Company’s Executive Vice
President, Human Resources, entered into a First Amendment to the Employment
Agreement, effective January 18, 2010 (the “Sexton
Amendment”). The Sexton Amendment is attached hereto as Exhibit 10.2
and is incorporated into this Item 5.02 by reference. The following
summary of the Sexton Amendment is qualified in its entirety by reference to the
attached Sexton Amendment.
The
Sexton Amendment sets forth the terms and conditions applicable to Ms. Sexton’s
performance of duties in Switzerland between January 18, 2010 and the earlier of
June 30, 2011 or the date Ms. Sexton’s Employment Agreement (the “Sexton
Agreement”) is terminated (the “Assignment Term”). FWI acknowledges
that the relocation to Switzerland would allow Ms. Sexton to terminate her
employment for “Good Reason” under the Sexton Agreement, and the parties agree
that Ms. Sexton’s duties will be performed, beginning as of the effective date
of the Sexton Amendment, primarily at the Company’s offices in
Switzerland. Any termination of Ms. Sexton’s employment would be
governed by the Sexton Agreement, except that in order for a termination by Ms.
Sexton to constitute a termination for Good Reason based upon the relocation to
Switzerland the following additional conditions must be
satisfied: (1) Ms. Sexton resigns after December 31, 2010 and has
given FWI at least 4 months advance written notice, or (2) Ms. Sexton resigns
due to an unforeseen catastrophic personal event that requires Ms. Sexton to
relocate to the U.S. and she provides FWI at least 30 days advance written
notice. Notwithstanding the foregoing, if Ms. Sexton resigns on or
after June 30, 2011, with or without notice, her resignation will be deemed a
resignation for Good Reason, and she will be entitled receive the separation pay
and benefits provided for in the Sexton Agreement, as well as the cost of
repatriation to the U.S.
Ms.
Sexton will be entitled to be reimbursed for move-related transportation and
expenses and certain air travel for herself and her family between the U.S. and
Switzerland, to certain cost-of-living allowances totaling approximately CHF
24,000 per month, and to a settling-in allowance of CHF 5,000. Ms.
Sexton and FWI have agreed to certain tax equalization
provisions. Upon Ms. Sexton’s termination of employment (other than
for Cause) her outstanding stock options will remain exercisable for the shorter
of one year or the reminder of the terms of such stock options. Ms.
Sexton will be entitled to receive a long-term incentive award in 2010 that is
not less than 50% of the award she received in November 2009.
Ms.
Sexton will receive a full stay bonus equal to 175% of her annual base salary
provided she remains in active employment until June 30, 2011. The
full stay bonus is also payable if Ms. Sexton’s employment is terminated without
Cause, for Good Reason (other than the relocation to Switzerland), as a result
of death or disability, or in certain circumstances relating to a catastrophic
personal event that requires Ms. Sexton to relocate to the U.S. and so long as
she remains an active employee through December 31, 2010. Ms. Sexton
also will receive a minimum stay bonus equal to 125% of her annual base salary
provided she remains an active employee through December 31, 2010 and provides
at least 4 months advance written notice of her resignation. The
minimum stay bonus will be increased if Ms. Sexton remains in active employment
beyond December 31, 2010, with the increase being on a pro-rata basis based on
the number of months of employment between December 31, 2010 and June 30,
2011. Any stay bonus will be forfeited if Ms. Sexton is not in active
employment through December 31, 2010, if she fails to provide at least 4 months
advance written notice (30 days in the case of a catastrophic personal event
that requires her to relocate to the U.S.) of resignation, or if Ms. Sexton is
terminated for Cause.
3
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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First
Amendment to the Employment Agreement between Foster Wheeler Inc. and
Franco Baseotto, effective as of January 18, 2010.
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10.2
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First
Amendment to the Employment Agreement between Foster Wheeler Inc. and Beth
B. Sexton, effective as of January 18,
2010.
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4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FOSTER
WHEELER AG
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DATE: January
20, 2010
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By:
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/s/
Eric M. Sherbet
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Eric
M. Sherbet
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Corporate
Secretary
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5
EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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First
Amendment to the Employment Agreement between Foster Wheeler Inc. and
Franco Baseotto, effective as of January 18, 2010.
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10.2
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First
Amendment to the Employment Agreement between Foster Wheeler Inc. and Beth
B. Sexton, effective as of January 18,
2010.
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6