0001193125-15-062809 Sample Contracts

Standard Contracts

GRANT AGREEMENT
Stock Option Grant Agreement • February 25th, 2015 • Babcock & Wilcox Co • Engines & turbines

Effective March 2, 2015 (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of The Babcock & Wilcox Company (“B&W”) selected you to receive a grant of Non-Qualified Stock Options (the “Options”) under the 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company, as amended and restated February 25, 2014 (the “Plan”). The provisions of the Plan are incorporated herein by reference.

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Contract
Restricted Stock Units Grant Agreement • February 25th, 2015 • Babcock & Wilcox Co • Engines & turbines

Effective March 2, 2015 (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of The Babcock & Wilcox Company (“B&W”) awarded you a grant of restricted stock units (“RSUs”) under the 2010 Long-Term Incentive Plan of B&W, as amended and restated February 25, 2014 (the “Plan”). The provisions of the Plan are incorporated herein by reference.

RESTRUCTURING TRANSACTION SEVERANCE AGREEMENT
Restructuring Transaction Severance Agreement • February 25th, 2015 • Babcock & Wilcox Co • Engines & turbines • Delaware

This Restructuring Transaction Severance Agreement (“Agreement”) is by and between The Babcock & Wilcox Company and J. Randall Data (“Executive”), dated as of November 5, 2014 (the “Agreement Date”).

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