exv10w2



 





Exhibit 10.2




AGREEMENT TO TERMINATE

CONSULTING SERVICES AGREEMENT




     THIS AGREEMENT TO TERMINATE CONSULTING SERVICES AGREEMENT (“Agreement”) is made and entered
into as of September 11, 2007, by and between WILLBROS USA, INC. (“Willbros”) and MICHAEL F. CURRAN
(the “Consultant”).



WITNESSETH:




     WHEREAS, Willbros and the Consultant entered into a Consulting Services Agreement on December
29, 2006 (the “Consulting Services Agreement”);



     WHEREAS, Willbros and the Consultant have decided to terminate the Consulting Services
Agreement; and



     WHEREAS, Willbros and the Consultant wish to achieve a final and amicable resolution of all
issues related to their consulting relationship;



     NOW, THEREFORE, for and in consideration of the mutual covenants and promises set forth below,
as well as other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:



     1. Termination of Agreement and Relationship. Effective September 11, 2007 (the
“Effective Date”), Willbros and the Consultant agree that the Consulting Services Agreement is
terminated and that neither of them shall have any further rights or obligations under the
Consulting Services Agreement. Except as set forth in this Agreement, the termination of the
Consulting Services Agreement shall not affect any rights or obligations that Willbros or the
Consultant have under any other agreements including, but not limited to, that certain Separation
Agreement and Release entered into by and between Willbros and the Consultant on December 21, 2006
(the “Separation Agreement”).



     2. Continuation of Payments. In consideration of the Consultant’s agreement to
terminate the Consulting Services Agreement, Willbros shall:




     a. Pay the Consultant Twelve Thousand Five Hundred U.S. Dollars (U.S.$12,500.00) per
month at the end of each calendar month from the Effective Date until the final payment is
made as of December 31, 2008;




     b. Until December 31, 2008, pay or reimburse Consultant for those expenses for which he
was being reimbursed under the Consulting Services Agreement, including club and
organizational fees; and




     c. Until December 31, 2008, make available to the Consultant off-site and without
charge, office space, office equipment, secretarial assistance, parking, communications
equipment (including a Blackberry/cell phone the same or equivalent to the



 









 





Agreement to Terminate

Consulting Services Agreement

11th September 2007

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smartphone) and storage space, in each case separate from Willbros but comparable to
that enjoyed by the Consultant under the Consulting Services Agreement. Insofar as
secretarial assistance is concerned, Consultant has requested that his long time assistant,
Ms. Darlene Long, remain available off-site to support Consultant full-time at his new
office location in Houston. Accordingly, provided Ms. Long is willing, Willbros agrees to
maintain Ms. Long on the Willbros payroll as an employee through the end of 2008 for the
purpose of providing transitional secretarial services and administrative support off-site
to the Consultant through to the end of 2008. Additionally, provided that Ms. Long
completes this transitional support service role for the Consultant through December 31,
2008, Willbros agrees to pay Ms. Long a six months severance benefit in recognition of her
many years of accredited service to the Consultant and Willbros, collectively. Should Ms.
Long decline to continue working with the Consultant at any point, a suitable substitute
support arrangement will be agreed between the Consultant and Willbros.



     3. Group Medical Plan. Under the Separation Agreement the Consultant, as a consultant
to Willbros, is eligible to participate and is participating in the Group Medical Plan maintained
by Willbros. Willbros and the Consultant acknowledge and agree that the termination of the
Consulting Services Agreement and of the relationship of the Consultant as a consultant to Willbros
will end the Consultant’s eligibility to participate in such Group Medical Plan as a consultant.
Should the Consultant elect, under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), to
continue to participate in such Group Medical Plan after the Effective Date, Willbros shall pay
Five Hundred Twenty-Five U.S. Dollars (U.S. $525.00) per month through December 31, 2008, of the
cost of the Consultant to continue such participation, which is the difference between the
Consultant’s monthly premium payment as a participant in the Group Medical Plan and the required
monthly COBRA premium.



     4. Taxes. Consultant will pay, be fully responsible for and indemnify Willbros and
its affiliates against all taxes attributable to the amounts payable to or for the benefit of
Consultant hereunder, including, without limitation, income, unemployment, social security and
Medicare taxes.



     5. Resignations. Effective the Effective Date, without further action other than his
execution of this Agreement, Consultant resigns as the Chairman of the Board of Directors and as a
member of the Board of Directors of Willbros Group, Inc. (“WGI”).



     6. Indemnification. Willbros will continue to indemnify Consultant against any
liability which arises as a result of Consultant’s provision of services under the Consulting
Services Agreement, provided such liability is not attributable to Consultant’s gross negligence,
willful misconduct or failure to comply with the provisions of the Consulting Services Agreement;
provided, however, the limit of Consultant’s liability toward Willbros under the Consulting
Services Agreement shall not exceed, in the aggregate, the accumulated amounts paid to the
Consultant under this Agreement and the Consulting Services Agreement, save and except of willful
misconduct which will not be subject to any limitation.



 









 





Agreement to Terminate

Consulting Services Agreement

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     7. Confidentiality. Until December 31, 2008, except with Willbros’ prior written
consent or as otherwise required by law, Consultant will hold in confidence, not disclose to any
other person or entity or use for Consultant’s own personal benefit or the benefit of any other
person or entity all information regarding Willbros, its affiliates, their respective employees,
and the business activities conducted by Willbros or its affiliates which Consultant obtained or
became aware of during the course of providing services under the Consulting Services Agreement,
unless such information has become publicly available other than as a result of a breach of this
Agreement by Consultant.



     8. Solicitation of Employees. Before January 1, 2009, Consultant will not seek to
employ or assist any other enterprise or entity with an effort to employ any employee of Willbros
or its affiliates.



     9. Notices. Any notice required or permitted to be given under this Agreement shall
be in writing and shall be effective upon delivery to the party at the party’s address or facsimile
number stated herein. Either party may change such party’s address stated herein by giving notice
of the change in accordance with this Paragraph 9.



	 	 	 	 	 
	If to Willbros:	 	Willbros USA, Inc.
	 	 	4400 Post Oak Parkway
	 	 	Suite 1000
	 	 	Houston, Texas 77027
	 

	 	Facsimile:
	 	(713) 403-8074
	 

	 	Attention:
	 	John (Jay) T. Dalton
	 

	 	 	 	Senior Vice President & General Counsel
	 
	 	 	 	 
	If to Consultant:	 	Michael F. Curran
	 	 	2207 Del Monte
	 	 	Houston, Texas 77019
	 	 	Facsimile: (713) 523-3586






     10. Prior Rights. Nothing in this Agreement shall affect any of Consultant’s rights
or obligations with respect to indemnification or director and officer liability insurance coverage
to which Consultant is entitled or subject in his capacity as a former director and officer of
Willbros, a former officer of WGI, a former Class III non-employee director of WGI or a former
officer or director of certain WGI affiliates.



     11. Governing Law. This Agreement shall be governed and construed in accordance with
the laws of the State of Texas, United States of America, excluding any conflict of law or other
provision referencing the laws of another jurisdiction.



 









 





Agreement to Terminate

Consulting Services Agreement

11th September 2007

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     12. Entire Agreement and Waiver. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and supersedes any other
understanding entered into by or on account of the parties with respect to the subject matter
hereof to the extent inconsistent herewith. This Agreement may not be changed, modified or amended
except in writing signed by the parties hereto. The failure of either party to exercise any rights
under this Agreement for a breach thereof shall not be deemed to be a waiver of such rights or a
waiver of any subsequent breach.



     13. Facsimile Signatures; Counterparts. This Agreement may be executed by facsimile
and in multiple counterparts each of which shall be deemed an original and all of which taken
together shall be but a single instrument.



     14. Authorization. Each person signing this Agreement as a party or on behalf of a
party represents that he or she is duly authorized to sign this Agreement on such party’s behalf,
and is executing this Agreement voluntarily, knowingly, and without any duress or coercion.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 
	CONSULTANT	 	 
	 	WILLBROS
	 
	 	 	 	 	 	 
	 	 	 	 	Willbros USA, Inc.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/
Michael F. Curran 

 

Michael F. Curran

	 	 	 	By:
	 	/s/ Dennis G. Berryhill 

 

Dennis G. Berryhill

Vice President and Secretary