0001193125-10-126344 Sample Contracts

MASTER SEPARATION AGREEMENT between MCDERMOTT INTERNATIONAL, INC., and THE BABCOCK & WILCOX COMPANY dated as of
Master Separation Agreement • May 21st, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas

This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of [ ] [ ], 2010, between McDermott International, Inc., a Panamanian corporation (“MII”) and The Babcock & Wilcox Company, a Delaware corporation (“B&W”). MII and B&W are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.

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EMPLOYEE MATTERS AGREEMENT among MCDERMOTT INTERNATIONAL, INC., MCDERMOTT INCORPORATED, THE BABCOCK & WILCOX COMPANY, and BABCOCK & WILCOX INVESTMENT COMPANY dated as of
Employee Matters Agreement • May 21st, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas

THIS EMPLOYEE MATTERS AGREEMENT dated as of [ ], 2010 among McDermott International, Inc., a Panamanian corporation (“MII”), McDermott Incorporated, a Delaware corporation (“MI”), The Babcock & Wilcox Company, a Delaware corporation (“B&W”), and Babcock & Wilcox Investment Company, a Delaware corporation (“BWICO”). MII, MI, B&W and BWICO are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.

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