Attached files
| file | filename |
|---|---|
| EX-10.2 - FOSTER WHEELER AG | v175043_ex10-2.htm |
| EX-10.1 - FOSTER WHEELER AG | v175043_ex10-1.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): February 18,
2010
FOSTER
WHEELER AG
(Exact
Name of Registrant as Specified in Its Charter)
|
Switzerland
(State
or Other Jurisdiction
of
Incorporation)
|
001-31305
(Commission
File
Number)
|
98-0607469
(IRS
Employer
Identification
No.)
|
|
Lindenstrasse
10, CH-6340, Baar, Switzerland
(Address
of Principal Executive Offices)
|
CH-6340
(Zip
Code)
|
|
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e
-4(c))
|
Item 5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Employment Agreements with
Named Executive Officers
In
connection with the senior leadership succession plan announced by Foster
Wheeler AG (the “Company”) on December 17, 2009, one of the Company’s “named
executive officers,” as defined in the rules of the Securities and Exchange
Commission, entered into amended employment arrangements with two subsidiaries
of the Company, as more fully described below.
On
February 18, 2010, Foster Wheeler Inc. (“FWI”), a subsidiary of the Company, and
Umberto della Sala, the Company’s President and Chief Operating Officer, entered
into a Second Amendment to the Employment Agreement (the
“Amendment”). The Amendment is attached hereto as Exhibit 10.1 and is
incorporated into this Item 5.02 by reference. The following summary
of the Amendment is qualified in its entirety by reference to the attached
Amendment. The Amendment extends the term of Mr. della Sala’s
employment agreement with FWI for two years so that it now expires on December
31, 2013 instead of December 31, 2011. It provides that, beginning on
January 1, 2013, Mr. della Sala will no longer be entitled to hold his present
title but will instead carry out such senior executive duties as shall then be
requested by the Company’s Chief Executive Officer. It entitles Mr.
della Sala to a grant of restricted stock units with a value on the grant date
of €1,486,000 and stock options with a value on the grant date of €1,486,000,
with the grants to be made during the first open trading window for the
Company’s executive officers subsequent to the effectiveness of the
Amendment. The number of restricted stock units and stock options
will be determined pursuant to a methodology approved by the Company’s
Compensation Committee. One-half of the restricted stock units and
stock options will vest on each of December 31, 2012 and December 31, 2013,
provided that Mr. della Sala is still employed on such dates. The
stock options will have a term of five years. Prior to December 31,
2013, Mr. della Sala will not be eligible for “Retirement” within the meaning of
and under the Company’s Omnibus Incentive Plan, which governs restricted stock
units and stock options.
On
February 18, 2010, Foster Wheeler Global E&C S.r.l (the “Italian
Subsidiary”), a subsidiary of the Company, and Mr. della Sala entered into an
Extension of Fixed Term Employment Agreement (the “Extension”). The
official version of the Extension is in the Italian language. An
unofficial English translation of the Extension is attached hereto as Exhibit
10.2 and is incorporated into this Item 5.02 by reference. The following summary
is qualified in its entirety by reference to the attached
Extension. The Extension extends the expiration of the Fixed Term
Employment Agreement with the Italian Subsidiary so that it now expires on July
31, 2013 instead of December 31, 2011. The Amendment with FWI
provides that a refusal by the Italian Subsidiary to enter into by September 8,
2013 a new fixed term Italian employment contract expiring on December 31, 2013
and on otherwise the same terms as those set forth in the Italian employment
contract in place as of the date of the Amendment would provide Mr. della Sala
with grounds to resign for “Good Reason” under his
employment agreement with FWI; it also provides that a refusal by Mr. della Sala
to do so would be deemed a voluntary termination by him of his employment
agreement with FWI without Good Reason.
2
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
Description
|
|
10.1
|
Second
Amendment to the Employment Agreement between Foster Wheeler Inc. and
Umberto della Sala, effective as of February 18, 2010.
|
|
10.2
|
Unofficial
English Translation of Extension of Fixed Term Employment Agreement
between Foster Wheeler Global E&C S.r.l. and Umberto della Sala, dated
February 18, 2010.
|
3
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.
|
FOSTER
WHEELER AG
|
|||
|
DATE: February
22, 2010
|
By:
|
/s/ Eric M. Sherbet | |
| Eric M. Sherbet | |||
|
Corporate
Secretary
|
|||
4
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
10.1
|
Second
Amendment to the Employment Agreement between Foster Wheeler Inc. and
Umberto della Sala, effective as of February 18, 2010.
|
|
10.2
|
Unofficial
English Translation of Extension of Fixed Term Employment Agreement
between Foster Wheeler Global E&C S.r.l. and Umberto della Sala, dated
February 18, 2010.
|
5