Attached files
| file | filename |
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| EX-10.1 - FOSTER WHEELER AG | v204368_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): November 29, 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)
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98-0607469
(IRS
Employer
Identification
No.)
|
|
80
Rue de Lausanne, CH 1202, Geneva Switzerland
(Address
of Principal Executive Offices)
|
CH-6340
(Zip
Code)
|
|
Registrant’s
telephone number, including area code: 41 22 741
8000
|
|
|
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))
|
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
|
Employment Agreement with
Principal Executive Officer
On
November 29, 2010, Foster Wheeler Inc. (“FWI”), a subsidiary of Foster Wheeler
AG (the “Company”), and Umberto della Sala, the Company’s Interim Chief
Executive Officer (“CEO”), entered into a Third Amendment to the Employment
Agreement (the “Amendment”). The Amendment provides for Mr. della
Sala’s compensation during the period he serves as the Company’s
CEO. 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 entitles Mr. della Sala to additional grants of restricted stock units
with a value on the grant date of $900,000 and stock options with a value on the
grant date of $900,000, with the grants to be made on December 1,
2010. The number of restricted stock units and stock options will be
determined pursuant to a methodology approved by the Company’s Compensation
Committee. One-third of the restricted stock units and stock options
will vest on each of the first, second, and third anniversaries of the grant
date, provided that Mr. della Sala is still employed on such
dates. The restricted stock units and stock options may also vest or
be forfeited upon the occurrence of certain events as set forth in Mr. della
Sala’s employment agreement or the relevant grant documents. The
stock options will have a term of seven years.
The
Amendment also entitles Mr. della Sala to increased cash compensation while he
is serving as CEO as follows: (a) his annual US Base Salary (as
defined in the employment agreement) is increased from €391,000 to €480,000,
payable in monthly increments, and (b) his target opportunity for his annual
incentive bonus is increased from 120% of his US Base Salary (up to a maximum
opportunity of two hundred
forty percent (240%)) to 150% of his US Base Salary (up to a maximum
opportunity of three
hundred percent (300%)), which increased target opportunity will be
pro-rated for years in which he serves part of the year as
CEO. Mr. della Sala will be entitled to the increased US Base
Salary and target bonus opportunity during the period beginning with his
appointment as CEO on October 22, 2010 and ending on the earlier of (1) July 22,
2011 or (2) the date the employment of a new Chief Executive Officer of the
Company commences.
2
Item
9.01 Financial Statements and Exhibits.
|
(d)
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Exhibits
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Exhibit No.
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Description
|
|
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10.1
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Third Amendment to the Employment
Agreement between Foster Wheeler Inc. and Umberto della Sala, dated as of
November 29,
2010.
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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.
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FOSTER WHEELER
AG
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||
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DATE: December 1,
2010
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By:
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/s/ Eric M.
Sherbet
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| Eric M. Sherbet | ||
|
Corporate
Secretary
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||
4
EXHIBIT
INDEX
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Exhibit No.
|
Description
|
|
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10.1
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Third Amendment to the Employment
Agreement between Foster Wheeler Inc. and Umberto della Sala, dated as of
November 29,
2010.
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5