RESTRICTED STOCK AGREEMENT
Exhibit
10.4
AGREEMENT
by and between KBR, Inc., a
Delaware corporation (the “Company”) and _____________________ (“Employee”) made
effective as of ____________________ (the “Grant Date”).
1. Grant
of Restricted Stock.
(a) Stock. Pursuant
to the KBR, Inc. 2006 Stock and Incentive Plan (the “Plan”), Employee is hereby
awarded _____________ shares of the Company’s common stock (“Stock”), subject to
the conditions of the Plan and this Agreement (the “Restricted
Stock”).
(b) Plan
Incorporated. Employee acknowledges receipt of a copy of the
Plan, and agrees that this award of Restricted Stock 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. Employee hereby
accepts the Restricted Stock and agrees with respect thereto as
follows:
(a) Forfeiture
of Restricted Stock. 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 to the extent then subject to the
Forfeiture Restrictions (as defined below). The obligation to forfeit
and surrender Restricted Stock to the Company upon termination of employment
and
the prohibition against transfer in Paragraph 2(b) below are herein referred
to
as “Forfeiture Restrictions.”
(b) Assignment
of Award. The Restricted Stock may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of to the extent then subject to the Forfeiture
Restrictions.
(c) Lapse
of Forfeiture Restrictions. The Forfeiture Restrictions shall
lapse as to the Restricted Stock in accordance with the following schedule
provided that Employee has been continuously employed by the Company or any
of
its Subsidiaries from the date of this Agreement through the applicable lapse
date.
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Lapse
Date
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Percentage
of Total Number
of
Restricted Stock
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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 Forfeiture Restrictions shall lapse as to all of the
Restricted Stock 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 lapse of Forfeiture Restrictions as to any or all
Restricted Stock still subject to such restrictions, such lapse to be effective
on the date of such approval or Employee’s termination date, if
later.
(d) Certificates. A
certificate evidencing the Restricted Stock shall be issued by the Company
in
Employee’s name, or at the option of the Company, in the name of a nominee of
the Company, pursuant to which Employee shall have voting rights and shall
be
entitled to receive currently all dividends until the Restricted Stock are
forfeited pursuant to the provisions of this Agreement. The
certificate shall bear a legend evidencing the nature of the Restricted Stock,
and the Company may cause the certificate to be delivered upon issuance to
the
Secretary of the Company or to such other depository as may be designated by
the
Company as a depository for safekeeping until the forfeiture occurs or the
Forfeiture Restrictions lapse pursuant to the terms of the Plan and this
Agreement. Upon request of the Committee or its delegate, Employee
shall deliver to the Company a stock power, endorsed in blank, relating to
the
Restricted Stock then subject to the Forfeiture Restrictions. Upon
the lapse of the Forfeiture Restrictions without forfeiture, the Company shall
cause a new certificate or certificates to be issued without legend in the
name
of Employee for the shares upon which Forfeiture Restrictions
lapsed. Notwithstanding any other provisions of this Agreement, the
issuance or delivery of any shares of Stock (whether subject to restrictions
or
unrestricted) may be postponed for such period as may be required to comply
with
applicable requirements of any national securities exchange or any requirements
under any law or regulation applicable to the issuance or delivery of such
shares. The Company shall not be obligated to issue or deliver any
shares of Stock if the issuance or delivery thereof shall constitute a violation
of any provision of any law or of any regulation of any governmental authority
or any national securities exchange.
3. Withholding
of Tax. The Committee may make such
provisions as it may deem appropriate for the withholding of any taxes that
it
determines is required in connection with this Award and unless otherwise
approved by the Committee, 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. Status
of Stock. Employee agrees that the
Restricted Stock will not be sold or otherwise disposed of in any manner that
would constitute a violation of any applicable federal or state securities
laws. Employee also agrees (i) that the certificates representing the
Restricted Stock may bear such legend or legends as the Company deems
appropriate in order to assure compliance with applicable securities laws,
(ii)
that the Company may refuse to register the transfer of the Restricted Stock
on
the stock transfer records of the Company if such proposed transfer would be
in
the opinion of counsel satisfactory to the Company constitute a violation of
any
applicable securities law and (iii) that the Company may give related
instructions to its transfer agent, if any, to stop registration of the transfer
of the Restricted Stock.
5. 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 (i) the Company, a Parent
Corporation, or Subsidiary of the Company or (ii) 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.
6. 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.
7. No
Section 83(b) Election. Employee shall
not make an election, under section 83(b) of the Code, to include an amount
in
income in respect of the award of Restricted Shares under this
Agreement.
8. 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.
9. Governing
Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Texas.
10. 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 the 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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