0001193125-14-072336 Sample Contracts

FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • February 27th, 2014 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors

Pursuant to the Foster Wheeler AG Omnibus Incentive Plan (the “Plan”), a copy of which has been delivered to you, along with a prospectus describing the material terms of the Plan, and in accordance with the terms and conditions of the Plan and your agreement to such additional terms, conditions and restrictions as are set forth below, you have been granted as of the date set forth above a Restricted Stock Unit Award (the “Restricted Stock Unit Award” or “Award”), meaning the right to receive registered shares of Foster Wheeler AG (the “Company”) on the terms and conditions set forth herein. Unless otherwise defined in this Restricted Stock Unit Award Agreement (this “Agreement”) (including, for the avoidance of doubt, definition by incorporation through Section 2 of this Agreement), the terms used in this Agreement shall have the meanings defined in the Plan.

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FOSTER WHEELER AG OMNIBUS INCENTIVE PLAN Employee Restricted Stock Unit Award Agreement (with Performance Goals)
Restricted Stock Unit Award Agreement • February 27th, 2014 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors

Pursuant to the Foster Wheeler AG Omnibus Incentive Plan (the “Plan”), a copy of which has been delivered to you, along with a prospectus describing the material terms of the Plan, and in accordance with the terms and conditions of the Plan and your agreement to such additional terms, conditions and restrictions as are set forth below, you have been granted as of the date set forth above a Restricted Stock Unit Award (the “Restricted Stock Unit Award” or “Award”), meaning the right to receive registered shares of Foster Wheeler AG (the “Company”) on the terms and conditions set forth herein. Unless otherwise defined in this Restricted Stock Unit Award Agreement (this “Agreement”) (including, for the avoidance of doubt, definition by incorporation through Section 2 of this Agreement), the terms used in this Agreement shall have the meanings defined in the Plan.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2014 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors

This FIRST AMENDMENT (this “Amendment”) to the employment agreement dated effective as of June 1, 2009 (the “Agreement”), between FOSTER WHEELER ASIA PACIFIC PTE. LTD., a Singapore company (the “Company”), and ROBERTO PENNO (the “Executive”) is made and entered into this January 1st, 2011.

SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER ASIA PACIFIC PTE. LTD. AND ROBERTO PENNO
Employment Agreement • February 27th, 2014 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors • England and Wales

WHEREAS, FOSTER WHEELER ASIA PTE. LTD., a Singapore company (“FWAPL”), entered into an Employment Agreement with ROBERTO PENNO (the “Executive”) effective as of June 1, 2009 (the “Contract”), and a First Amendment thereto effective as of January 1, 2011 (the “First Amendment” and the Contract, as amended by the First Amendment, the “Agreement”);

EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2014 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors

EMPLOYMENT AGREEMENT (this “Agreement”) dated effective as of June 1, 2009, between FOSTER WHEELER ASIA PACIFIC PTE. LTD., a Singaporean company (the “Company”), and ROBERTO PENNO (the “Executive” or “you”).

SIXTH AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER INC. AND RAKESH K. JINDAL
Employment Agreement • February 27th, 2014 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors

This SIXTH AMENDMENT (this “Amendment”) to the Employment Agreement between FOSTER WHEELER INC., a Delaware corporation (the “Company”), and RAKESH K. JINDAL (the “Executive”), which FOSTER WHEELER INTERNATIONAL CORPORATION executed as Guarantor, dated as of April 27, 2009 (the “Agreement”), is made and entered into as of November 8, 2013 (the “Amendment Effective Date”).

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