0001193125-16-475979 Sample Contracts

GRANT AGREEMENT
Restricted Stock Units Grant Agreement • February 24th, 2016 • BWX Technologies, Inc. • Engines & turbines

By accepting your grant online through the Schwab Equity Award Center, you agree that these incentives are granted under and governed by the terms and conditions of the 2010 Long-Term Incentive Plan of BWX Technologies, Inc. (as amended and restated to date, the “Plan”), and this 2016 Restricted Stock Units Grant Agreement, which is included in the online acceptance process. A copy of the Plan and the Prospectus relating to the stock issued under the Plan can be found at http://equityawardcenter.schwab.com under the “At a Glance/My Company Info” tab in your Schwab account. The Plan and Prospectus are incorporated by reference and made a part of the terms and conditions of your award. If you would like to receive a copy of either the Plan or Prospectus, please contact Kathy Peres at or .

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GRANT AGREEMENT
Performance Restricted Stock Units Grant Agreement • February 24th, 2016 • BWX Technologies, Inc. • Engines & turbines

By accepting your grant online through the Schwab Equity Award Center, you agree that these incentives are granted under and governed by the terms and conditions of the 2010 Long-Term Incentive Plan of BWX Technologies, Inc. (as amended and restated to date, the “Plan”), and this 2016 Performance Restricted Stock Units Grant Agreement, which is included in the online acceptance process. A copy of the Plan and the Prospectus relating to the stock issued under the Plan can be found at http://equityawardcenter.schwab.com under the “At a Glance/My Company Info” tab in your Schwab account. The Plan and Prospectus are incorporated by reference and made a part of the terms and conditions of your award. If you would like to receive a copy of either the Plan or Prospectus, please contact Kathy Peres at or .

AGREEMENT TO CONVERT UNITS PAYABLE IN BWE SHARES INTO UNITS PAYABLE IN BWXT SHARES
Agreement to Convert Units Payable in Bwe Shares Into Units Payable in BWXT Shares • February 24th, 2016 • BWX Technologies, Inc. • Engines & turbines • Delaware

This Agreement made by and between BWX Technologies, Inc. (“BWXT”) and _______________ (the “Participant”) is effective as of February 29, 2016 (the “Agreement Date”).

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