0001193125-15-173334 Sample Contracts

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This Director and Officer Indemnification Agreement, dated as of the day of 20 (this “Agreement”), is made by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and [insert name of director or officer] (“Indemnitee”).

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FORM OF EMPLOYEE MATTERS AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of
Employee Matters Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This EMPLOYEE MATTERS AGREEMENT is entered into as of , 2015 between The Babcock & Wilcox Company, a Delaware corporation (“RemainCo”), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”). RemainCo and SpinCo 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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EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on November 5, 2014 by and among The Babcock & Wilcox Company, a Delaware limited liability company (“B&W”), Babcock & Wilcox Power Generation Group, Inc., a wholly owned subsidiary of B&W (the “Company”), and E. James Ferland (the “Executive” and, together with the Company, the “Parties”), effective as of the Effective Date (as defined below).

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FORM OF TRANSITION SERVICES AGREEMENT between THE BABCOCK & WILCOX COMPANY (as service provider) and BABCOCK & WILCOX ENTERPRISES, INC. (as service receiver) Dated [ ], 2015
Transition Services Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of [ ], 2015, by and between The Babcock & Wilcox Company, a Delaware corporation (“RemainCo”), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”).

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RESTRUCTURING TRANSACTION RETENTION AGREEMENT
Restructuring Transaction Retention Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

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

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RESTRUCTURING TRANSACTION SEVERANCE AGREEMENT
Restructuring Transaction Severance Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • 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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FORM OF RESTRUCTURING TRANSACTION RETENTION AGREEMENT
Restructuring Transaction Retention Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

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

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FORM OF REINSURANCE NOVATION AND ASSUMPTION AGREEMENT by and among ACE American Insurance Company, acting for itself and its affiliates including, without limitation, Pacific Employers Insurance Company; ACE INA Insurance Company; ACE Insurance...
Reinsurance Novation and Assumption Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Pennsylvania

THIS REINSURANCE NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of [●], 2015 (the “Effective Date”) by and among ACE American Insurance Company, individually and acting for the ACE Affiliates (in such capacities, the “Company”), Creole Insurance Company, Ltd., a South Carolina corporation (“Creole”), and Dampkraft Insurance Company, a South Carolina company (“Dampkraft”).

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FORM OF NOVATION AND ASSUMPTION AGREEMENT by and among THE BABCOCK & WILCOX COMPANY, a Delaware corporation, and BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation, and DAMPKRAFT INSURANCE COMPANY, a South Carolina corporation and CREOLE...
Novation and Assumption Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

THIS NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of , 2015 (the “Effective Date”) by and among THE BABCOCK & WILCOX COMPANY , a Delaware corporation (“RemainCo”), BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (“SpinCo”), CREOLE INSURANCE COMPANY, a South Carolina corporation (“Creole”), and DAMPKRAFT INSURANCE COMPANY, LTD., a South Carolina corporation (“Dampkraft”) and, solely with respect to Sections 2(a)(ii) and 2(c)(ii), respectively, the other RemainCo Entities signatory hereto and the other SpinCo Entities signatory hereto.

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FORM OF ASSUMPTION AND LOSS ALLOCATION AGREEMENT by and among ACE American Insurance Company, acting for itself and the ACE Affiliates (as defined below) and Babcock & Wilcox Enterprises, Inc., a corporation organized and existing under the laws of...
Assumption and Loss Allocation Agreement • May 6th, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Pennsylvania

THIS ASSUMPTION AND LOSS ALLOCATION AGREEMENT (the “Agreement”), is entered into and effective as of [●], 2015 (the “Effective Date”) by and among ACE AMERICAN INSURANCE COMPANY, individually and acting for the ACE Affiliates (in such capacities, the “Company”), Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”), and The Babcock & Wilcox Company, a Delaware corporation (“RemainCo”), and, solely with respect to Sections 2, 3 and 5(c), the other SpinCo Entities signatory hereto and the other RemainCo Entities signatory hereto.

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