WILLBROS GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Exhibit 10.6
WILLBROS GROUP, INC.
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into
effective as of the ________ day of _________________, 201__ (“Effective Date”), by and between WILLBROS
GROUP, INC., a Delaware corporation (the “Company”), and _____________________________, an individual
(“Employee”).
WITNESSETH:
WHEREAS, the Board of Directors of the Company (the “Board”) has adopted the Willbros Group,
Inc. 2010 Stock and Incentive Compensation Plan (the “Plan”), for the purpose of promoting the
success and enhancing the value of the Company by linking the personal interests of the
Participants (as defined in the Plan) to those of the Company’s stockholders, and by providing
Participants with an incentive for outstanding performance; and
WHEREAS, ____________________________________ is a key employee of the Company or an Affiliate, and the
Committee (as defined in the Plan) desires to grant to Employee a non-qualified stock option under
the Plan;
NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein
contained, the parties hereto hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Employee the right and option to
purchase from the Company, during the periods and on the terms and conditions hereinafter set
forth, an aggregate of _______________ shares of its common stock, par value $.05 per share (“Share” or
“Shares”), at a price of $__________ per Share, being the Fair Market Value (as defined in the Plan) of
a Share on the Effective Date (hereinafter, the “Option”).
2. EXERCISE PERIODS. Subject to the terms of this Agreement, the Option shall become
exercisable, in whole or in part, only at the times and during the periods and for the number of
Shares set forth below:
(a) On or after __________________, but
no later than __________________, ____________ Shares;
(b) On or after __________________, but
no later than __________________, ____________ Shares;
(c) On or after __________________, but
no later than __________________, ____________ Shares; and
(d) On or after __________________, but
no later than __________________, ____________ Shares.
3. EXERCISE OF OPTION. That portion of the Option which is exercisable may be
exercised, in whole or in part, by Employee only so long as Employee remains, on or after the
Effective Date, continuously in the employ of the Company or any of its Affiliates except as
otherwise provided by this Agreement. At the time of exercise, Employee shall deliver to the
Company a written notice duly signed by Employee stating the number of Shares as to which the
Option is being exercised at that time, together with payment for the full exercise price of the
Option with respect to said Shares (a) in cash (or certified or bank cashier’s check payable to
the order of the Company); (b) by delivery of shares of common stock of the Company then owned by
Employee (such shares being valued at their Fair Market Value at the time of such exercise); (c) by
withholding by the Company of Shares from the Shares issuable upon such exercise (such withheld
Shares being valued at their Fair Market Value at the time of such exercise); (d) in the discretion
of the Committee, by delivery of properly executed irrevocable instructions to a securities broker
(or, in the case of pledges, lender) to (i) sell Shares subject to the Option and to deliver
promptly to the Company a sufficient portion of the proceeds of such sale transaction on behalf of
Employee to pay the exercise price of said Shares or (ii) pledge Shares subject to the Option to a
margin account maintained with such broker or lender, as security for a loan, and such broker or
lender, pursuant to irrevocable instructions, delivers to the Company a sufficient portion of the
loan proceeds to pay the exercise price of said Shares; (e) by a combination of such methods; or
(f) by other means that the Committee deems appropriate; plus, in each case, any applicable
withholding tax thereon, whereupon certificates therefor or evidence of book entry Shares will be
issued to Employee. The minimum number of Shares which may be purchased at any time by exercise of
the Option is 100 Shares unless the number purchased is the total number purchasable under the
Option at that time. The Option shall not be exercisable with respect to fractions of a Share. No
exercise or failure to exercise as to a portion of the Shares shall preclude a later exercise or
exercises as to additional portions.
4. EMPLOYMENT. Nothing contained in this Agreement shall confer upon Employee any
right to continue in the employ of the Company or any of its Affiliates or interfere in any way
with the right of the Company or any Affiliate to terminate Employee’s employment at any time with
or without cause. A leave of absence approved by the Company or any Affiliate shall not be deemed
an interruption of continuous employment under the Plan or this Agreement.
5. THE PLAN AND AMENDMENTS. This Agreement shall be subject to the terms and
conditions of the Plan as presently constituted and as may be amended hereafter from time to time,
including the discretion therein provided to the Committee. Except as may be otherwise provided by
the Plan, amendments to the Plan shall constitute amendments to this Agreement and shall be
incorporated herein without the execution of any amendment or supplement hereto by the parties.
The parties further agree to any amendment of this Agreement, without the execution of any
amendment or supplement, upon notice from the Company to Employee that the terms and conditions of
this Agreement shall be amended to conform to any formal guidelines published by the Secretary of
the Treasury of the United States or his or her delegate prescribing the requirements for
non-qualified stock options.
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6. STOCKHOLDER RIGHTS PRIOR TO EXERCISE OF OPTIONS. Neither Employee nor any of
Employee’s heirs, legal representatives or beneficiaries shall be deemed to have any rights as a
stockholder of the Company with respect to any Shares covered by the Option until the date of the
issuance by the Company of a certificate to Employee or evidence of book entry registration for
such Shares.
7. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT.
(a) In the event of the death of Employee while in the employ of the Company or any of
its Affiliates, Employee’s estate or beneficiaries shall have a period up to the later of
one year after Employee’s death or 10 years after the date hereof within which to exercise
the Option, to the extent Employee could have exercised the Option at the date of Employee’s
death, unless the Committee, in its sole discretion, extends such period. The Option, to
the extent not exercised during such period, shall terminate upon the expiration of such
period.
(b) In the event of Employee’s termination of employment with the Company and its
Affiliates by reason of Employee’s Disability (as hereinafter defined), Employee, or
Employee’s guardian or legal representative, shall have a period up to the later of one year
after commencement of Employee’s Disability or 10 years after the date hereof within which
to exercise the Option, to the extent Employee could have exercised the Option at the date
of commencement of Employee’s Disability, unless the Committee, in its sole discretion,
extends such period. The Option, to the extent not exercised during such period, shall
terminate upon the expiration of such period. The term “Disability” shall mean Employee’s
inability to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death, or
which has lasted or can be expected to last for a continuous period of not less than 12
months.
(c) In the event of termination of Employee’s employment with the Company and its
Affiliates for any reason other than death or Disability, as described in paragraphs (a) or
(b) of this Section 7, Employee shall have a period of up to three months from the date of
termination of employment (but not beyond 10 years after the date hereof) within which to
exercise the Option, to the extent Employee could have exercised the Option at the date of
Employee’s termination of employment. The Option, to the extent not exercised during such
period, shall terminate upon expiration of such period.
8. RIGHTS IN EVENT OF CHANGE OF CONTROL. Notwithstanding the provisions of Section 2
above, in the event of a Change of Control (as hereinafter defined), the Option shall become
immediately and fully exercisable in the manner provided in Section 3 hereof unless the Committee
determines prior to the Change of Control, in accordance with Section 14.2 of the Plan, that the
Option shall not become exercisable upon the occurrence of the Change of Control. The term “Change
of Control” shall have the meaning provided in the Plan, except that for purposes of clauses (a)
and (b) of such definition, “fifty percent (50%) or more” shall be substituted for “thirty percent
(30%) or more” each place it appears in clauses (a) and (b) of such definition.
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9. SHARES RESERVED; TAXES. The Company shall at all times during the term of the
Option reserve and keep available such number of Shares as will be sufficient to satisfy the
requirements of this Agreement. The Company shall pay all original issue taxes with respect to the
issue of Shares pursuant hereto and all other fees and expenses necessarily incurred in connection
therewith.
10. INVESTMENT REPRESENTATION. Employee represents to the Company and agrees that if
Employee exercises the Option, in whole or in part, at a time when there is not in effect under the
U.S. Securities Act of 1933, as amended, a registration statement relating to the Shares issuable
upon exercise hereof and available for delivery a prospectus meeting the requirements of Section 10
of said Act, Employee will acquire such Shares upon such exercise for the purpose of investment and
not with a view to their resale or distribution and that, upon each such exercise of the Option,
Employee will furnish to the Company a written statement to such effect, satisfactory to the
Company in form and substance. Such written agreement shall also state that such Shares shall not
be transferred except pursuant to an effective registration statement under said Act or in
accordance with an exemption from registration thereunder. If certificates are provided for Shares
issued hereunder, they shall bear the following legend if a registration statement relating to the
Shares issuable upon exercise hereof is not in effect at the time of exercise of the Option:
The securities evidenced by this certificate have not been
registered under the U.S. Securities Act of 1933 or any other
securities laws. These securities have been acquired for investment
and may not be sold or transferred for value in the absence of an
effective registration of them under the U.S. Securities Act of 1933
and any other applicable securities laws, or receipt by the Company
of an opinion of counsel or other evidence acceptable to the Company
that such sale or transfer is exempt from registration under such
acts and laws.
11. PAYMENT OF WITHHOLDING TAX. Upon exercise by Employee of the Option, the Company
shall have the right to deduct from any cash amounts otherwise payable to Employee any amounts
required to satisfy all tax withholding requirements imposed upon such exercise under applicable
federal, state, local or other laws. Alternatively, to satisfy any such withholding requirements,
the Company may, at the request of Employee, but shall not be required to (a) withhold from the
number of Shares to be issued that number of Shares (based on the Fair Market Value of the Shares
at the time of such exercise) necessary to satisfy such tax withholding requirements or (b) accept
delivery from Employee of shares of common stock of the Company then owned by Employee (such shares
being valued at their Fair Market Value at the time of such exercise) as is sufficient to satisfy
such tax withholding requirements.
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12. NO TRANSFERABILITY; LIMITED EXCEPTIONS TO TRANSFER RESTRICTIONS.
(a) Unless otherwise expressly provided in this Section 12, the Option shall
not be transferable.
(b) All or a portion of the Option may be transferred by Employee to (i) the spouse,
children, stepchildren or grandchildren of Employee (“Immediate Family Members”), (ii) a
trust or trusts for the benefit of Employee and/or Immediate Family Members, (iii) an entity
or entities whose beneficiaries or beneficial owners are Employee and/or Immediate Family
Members, or (iv) such other persons or entities as may be approved by the Committee, in its
sole discretion; provided, that, in each case, subsequent transfers of such transferred
Option shall be prohibited except for transfers to the transferees described in this
paragraph (b) or by will or the laws of descent and distribution. Following transfer, any
such Option shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer; provided, that, for purposes of Sections 3, 6, 7, 10 and 14
hereof, the term “Employee” shall be deemed to refer to the transferee except for the events
of termination of employment and other employment aspects of said Sections relating to
Employee which shall continue to refer to Employee. The events of termination of employment
of Section 7 shall continue to be applied with respect to Employee, following which the
Option shall be exercisable by the transferee only to the extent, and for the periods
specified in Section 7. The events of forfeiture of Section 13 shall continue to be applied
with respect to Employee, following which the Option shall be forfeited and shall no longer
be exercisable by the transferee. Employee shall remain subject to any withholding taxes
incurred upon exercise by transferee of a transferred Option.
(c) The transfer restrictions set forth in paragraph (a) of this Section 12 shall not
apply to:
(i) transfers to the Company;
(ii) the designation of a beneficiary to receive benefits in the event of
Employee’s death or, if Employee has died, transfers to Employee’s beneficiary, or,
in the absence of a validly designated beneficiary, transfers by will or the laws of
descent and distribution;
(iii) transfers pursuant to a domestic relations order; or
(iv) if Employee has suffered a Disability, permitted transfers on behalf of
Employee by Employee’s guardian or legal representative.
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13. FORFEITURE AND CLAWBACK.
(a) Employee agrees that in the event Employee violates the confidentiality,
non-competition, non-solicitation or non-disparagement provisions of any agreement between
Employee and the Company or any Affiliate, or any plan of the Company or any Affiliate in
which Employee participates, including any severance plan, Employee will forfeit in its
entirety any remaining portion of the Option which has not previously been exercised under
Section 3, irrespective of whether the remaining portion of the Option is currently
exercisable in whole or in part at the time when it is forfeited, and all of Employee’s
rights thereto shall terminate without any payment of consideration by the Company.
(b) Notwithstanding any other provision of the Plan or this Award Agreement to the
contrary, Employee acknowledges that any incentive-based compensation paid to Employee
hereunder may be subject to recovery by the Company under any clawback policy which the
Company may adopt from time to time, including without limitation any policy which the
Company may be required to adopt under Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and
Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange
Commission thereunder or the requirements of any national securities exchange on which the
Company’s Common Stock may be listed. Employee agrees to promptly return any such
incentive-based compensation which the Company determines it is required to recover from
Employee under any such clawback policy.
14. DESIGNATION OF BENEFICIARY. Employee’s beneficiary for receipt of any payment
made under this Award Agreement in the event of Employee’s death shall be the person(s) designated
as Employee’s beneficiary(ies) for life insurance benefits under the Company’s life insurance
benefits plan unless Employee designates a different beneficiary on a form prescribed by the
Company. If no beneficiary is designated, upon Employee’s death, payment shall be made to
Employee’s estate.
15. NOTICES. All notices required or permitted to be given pursuant to this
Agreement shall be in writing and delivered by hand, telegram or mail, addressed as follows:
If to the Company:
|
Xxxx Xxxxxx | |
| Deputy Corporate Secretary | ||
| 0000 Xxxx Xxx Xxxxxxx, Xxxxx 0000 | ||
| Xxxxxxx, Xxxxx 00000 | ||
If to Employee:
|
The address for Employee set forth on the | |
| records of the Company or an Affiliate |
Each notice shall be deemed to have been given on the date it is received. Such addresses may be
changed by notice given by the party making such change delivered to the other party hereto.
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16. BINDING AGREEMENT. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, legal representatives, beneficiaries,
successors and assigns.
17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
IN WITNESS WHEREOF, Employee has executed this Agreement, and the Company has caused this
Agreement to be executed by its duly authorized officer, effective as of the day and year first
above written.
| “Company” WILLBROS GROUP, INC. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| “Employee” | ||||
| Name: | ||||
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