0001630805-15-000006 Sample Contracts

RESTRICTED STOCK UNITS GRANT AGREEMENT
Restricted Stock Units • November 3rd, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces

Effective [___] (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of Babcock & Wilcox Enterprises, Inc. (“BW”) awarded you a grant of restricted stock units (“RSUs”) under the Babcock & Wilcox Enterprises, Inc. 2015 Long-Term Incentive Plan (the “Plan”). The provisions of the Plan are incorporated herein by reference.

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STOCK OPTION GRANT AGREEMENT
Stock Option • November 3rd, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces

Effective [___] (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of Babcock & Wilcox Enterprises, Inc. (“BW”) selected you to receive a grant of Nonqualified Stock Options (the “Options”) under the Babcock & Wilcox Enterprises, Inc. 2015 Long-Term Incentive Plan (the “Plan”). The provisions of the Plan are incorporated herein by reference.

RESTRICTED STOCK GRANT AGREEMENT (SPIN-OFF AWARD)
Restricted Stock • November 3rd, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces

Effective June 30, 2015, The Babcock & Wilcox Company separated its Power Generation business from its other businesses through a spin-off of that business to its stockholders, which resulted in the distribution of 100% of the outstanding stock in Babcock & Wilcox Enterprises, Inc. (“BWE”) to holders of the common stock of The Babcock & Wilcox Company (the “Spin-Off”). The Babcock & Wilcox Company also changed its name to BWX Technologies, Inc. (“BWXT”) in connection with the Spin-Off. BWE is now an independent, publicly traded company. For more information about the Spin-Off, please refer to the Information Statement filed as Exhibit 99.1 to the Registration Statement on Form 10 originally filed by BWE with the U.S. Securities and Exchange Commission on March 16, 2015, as amended.

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