FORM OF RESTRICTED STOCK UNIT AGREEMENT
Exhibit
10.2
FORM
OF RESTRICTED STOCK UNIT AGREEMENT
AGREEMENT
by and between KBR, Inc., a Delaware corporation (the “Company”) and ___________
(“Employee”) made effective as of the date of the delivery of shares for the
closing of the initial public offering of the Company (the “Grant
Date”).
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1.
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Grant
of Restricted Stock
Units.
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(a) Units. Pursuant
to the KBR, Inc. 2006 Stock and Incentive Plan (the “Plan”) units evidencing the
right to receive __________ shares of the Company’s common stock (“Stock”), are
awarded to Employee, subject to the conditions of the Plan and this Agreement
(the “Restricted Stock Units”).
(b) Plan
Incorporated. Employee acknowledges receipt of a copy of the
Plan, and agrees that this award of Restricted Stock Units shall be subject
to
all of the terms and conditions set forth in the Plan, including future
amendments thereto, if any, pursuant to the terms thereof, which Plan is
incorporated herein by reference as a part of this Agreement. Except
as defined herein, capitalized terms shall have the same meanings ascribed
to
them under the Plan.
2. Terms
of Restricted Stock Units. Employee hereby accepts the
Restricted Stock Units and agrees with respect thereto as follows:
(a) Forfeiture
of Restricted Stock Units. In the event of termination of
Employee’s employment with the Company or any employing Subsidiary of the
Company for any reason other than (i) normal retirement on or after age
sixty-five, (ii) death or (iii) disability (disability being defined as being
physically or mentally incapable of performing either the Employee’s usual
duties as an Employee or any other duties as an Employee that the Company
reasonably makes available and such condition is likely to remain continuously
and permanently, as determined by the Company or employing Subsidiary), or
except as otherwise provided in the last two sentences of subparagraph (c)
of
this Paragraph 2, Employee shall, for no consideration, forfeit all Restricted
Stock Units to the extent they are not fully vested.
(b) Assignment
of Award. The Restricted Stock Units may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of.
(c) Vesting
Schedule. The Restricted Stock Units shall vest in accordance
with the following schedule provided that Employee has been continuously
employed by the Company from the date of this Agreement through the applicable
vesting date.
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Vesting
Date
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Vested
Percentage of Total Number
of
Restricted Stock Units
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1st
Anniversary of Grant Date
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20 | % | ||
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2nd
Anniversary of Grant Date
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40 | % | ||
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3rd
Anniversary of Grant Date
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60 | % | ||
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4th
Anniversary of Grant Date
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80 | % | ||
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5th
Anniversary of Grant Date
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100 | % | ||
Notwithstanding
the foregoing, the Restricted Stock Units shall become fully vested on the
earlier of (i) the occurrence of a Corporate Change (as such term is defined
in
the Plan), or (ii) the date Employee’s employment with the Company is terminated
by reason of death, disability (as determined above) or normal retirement on
or
after age sixty-five. In the event Employee’s employment is
terminated for any other reason, including retirement prior to age sixty-five
with the approval of the Company or employing Subsidiary, the Committee which
administers the Plan (the “Committee”) or its delegate, as appropriate, may, in
the Committee’s or such delegate’s sole discretion, approve the acceleration of
the vesting of any or all Restricted Stock Units still subject to restrictions,
such vesting acceleration to be effective on the date of such approval or
Employee’s termination date, if later.
(d) Shareholder
Rights. Employee shall have no rights to dividends, dividend
equivalents or any other rights of a shareholder with respect to shares of
Stock
subject to this Award unless and until such time as the Award has been settled
by the transfer of shares of Stock to Employee.
(e) Settlement
and Delivery of Shares. Payment of vested Restricted Stock Units
shall be made as soon as administratively practicable after vesting, but in
no
event later than thirty days after the vesting date. Settlement will
be made by payment in shares of Stock. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any shares of
Stock
if counsel to the Company determines that such sale or delivery would violate
any applicable law or any rule or regulation of any governmental authority
or
any rule or regulation of, or agreement of the Company with, any securities
exchange or association upon which the Stock is listed or quoted. The
Company shall in no event be obligated to take any affirmative action in order
to cause the delivery of shares of Stock to comply with any such law, rule,
regulation or agreement.
3. Withholding
of Tax. The Committee may make such
provisions as it may deem appropriate for the withholding of any taxes which
it
determines is required in connection with this Award. Unless the
Committee provides otherwise, the Company shall reduce the number of shares
of
Stock that would have otherwise been delivered to Employee by a number of shares
of Stock having a Fair Market Value equal to the amount required to be
withheld.
4. Employment
Relationship. For purposes of this Agreement, Employee
shall be considered to be in the employment of the Company as long as Employee
remains an employee of the Company, a Parent Corporation or Subsidiary of the
Company, or a corporation or a Parent Corporation or subsidiary of such
corporation assuming or substituting a new award for this Award. Any
question as to whether and when there has been a termination of such employment,
and the cause of such termination, shall be determined by the Committee, or
its
delegate, as appropriate, and its determination shall be final.
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5. Committee’s
Powers. No provision contained in this Agreement shall
in any way terminate, modify or alter, or be construed or interpreted as
terminating, modifying or altering any of the powers, rights or authority vested
in the Committee or, to the extent delegated, in its delegate pursuant to the
terms of the Plan or resolutions adopted in furtherance of the Plan, including,
without limitation, the right to make certain determinations and elections
with
respect to the Restricted Stock Units.
6. Binding
Effect. This Agreement shall be binding upon and inure
to the benefit of any successors to the Company and all persons lawfully
claiming under Employee.
7. Compliance
with Law. Notwithstanding anything to the contrary
herein, the Company shall not be obligated to issue any Stock in connection
with
a Restricted Stock Unit, at any time, if the offering or issuance of the Stock,
or if acceptance of the Stock by an Employee, violates or is not in compliance
with any laws, rules or regulations of the United States or any state or
country.
8. Governing
Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Texas.
9. Section
409A. Notwithstanding anything in this Agreement to the
contrary, if any provision in this Agreement would result in the imposition
of
an applicable tax under Section 409A of the Code and related regulations and
United States Department of the Treasury pronouncements (“Section 409A”), that
provision will be reformed to avoid imposition of the applicable tax and no
action taken to comply with Section 409A shall be deemed to adversely affect
Employee’s rights under this Agreement.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
by an
officer thereunto duly authorized, and Employee has executed this Agreement,
all
as of the date first above written.
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By:
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Employee
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