Exhibit 10.17


 





STEPHEN G. HANKS


President and Chief Executive Officer


 


 


January 21, 2004


 


 


Dennis R. Washington

47015 West Eldorado

Indian Wells, CA 92210


 


Re:                               Terms and Conditions of
Continued Service to

Washington Group International, Inc. and Consideration Therefor


 


Dear Dennis:


 


This letter sets forth Washington Group International, Inc.’s (the
“Company”) understand­ing of the agreement between you and the Company,
effective November 14, 2003, with respect to the terms and conditions of your
continued service to the Company and the consideration therefor.


 


You agree to serve as Chairman of the board of directors of the Company
(the “Board”), without cash compensation, through January 25, 2007.


 


In addition, until at least January 25, 2007, you agree to use
reasonable efforts to use your name, reputation, influence, connections and
expertise to assist the Company in (a) retaining existing business, (b)
acquiring new business, (c) obtaining sufficient bonding capacity for projects
to be undertaken by the Company, and (d) establishing and/or maintaining
strategic and/or operating relationships with customers and joint venture
partners, and to respond to reasonable requests by the Board to participate in
meetings, negotiations or other events where the Board believes your
participation will be beneficial to the Company relating to the foregoing.  While you are Chairman, you shall not (i)
usurp any corporate opportunity of the Company, (ii) work for or promote the
interests of any competitor of the Company, or (iii) disparage the Company’s
name or operations.  The Company is
aware of and acknowledges your ownership interest in Envirocon.  Currently, the Company is not aware of any activity
of Envirocon that would constitute a violation of this paragraph.  Although you regularly will participate in
meetings and other activities of the Board, you are not required to maintain an
office or a presence at the Company.


 


You also agree that, prior to January 25, 2007, (1) subject to the
provisions below, you will take no action to terminate the Non-Exclusive
License Agree­ment, dated August 1, 2000, between Washington Corporations and
the Company with respect to the “W” mark (the “Trademark”), and (2) you will
take no other action that is inconsistent with the continued use of the
Washington name and Washington logo by the Company in connection with its
business and services.


 

















 


In consideration for such services and agreements, the Company will
extend the expiration date of the options previously granted to you on January
25, 2002, pursuant to the Company’s 2001 Equity and Performance Incentive Plan
(the “Option Plan”) - i.e., the Tranche A Washington Options, the Tranche B
Washington Options and the Tranche C Washington Options (collectively, the
“Options”) - to January 25, 2012.  All
such options become fully vested on January 25, 2004.


 


Upon a Change in Control (as defined in the Option Plan), or your
removal from the Board other than for cause, death or disability, all Options
shall vest and be exercisable immedi­ately (and shall be exercisable for their
full term) and WGI’s license to use the Trademark shall terminate.  Upon your death or disability, the
Washington Options vested before such event shall remain exercisable for a
period of twelve months from the date of the event, and all Washington Options
not vested before such event shall immediately expire.  Upon your removal for cause, or if you leave
the Company voluntarily before January 25, 2007, the Washington Options vested
before such event shall remain exercisable for a period of three months, all
Washington Options not vested before such event shall immediately expire, and
you may terminate WGI’s license to use the Trademark.  “Removal for cause” shall mean removal as a result of any of the
following: (1) your willful and continued failure to perform your duties under
this Agreement (except due to your incapacity due to physical or mental
illness) after a written demand is delivered to you by the Board specifically
identifying the manner in which the Board believes that you have failed to
perform your duties, (2) your willful engagement in conduct materially
injurious to the Company, (3) your taking any action prohibited in the third
paragraph of this Agreement or (4) your conviction for any felony involving moral
turpitude.  For purposes of clauses (1)
and (2) of this definition, no act, or failure to act, on your part shall be
deemed “willful” unless done, or omitted, by you in lack of good faith and
without reasonable belief that your act, or failure to act, was in the best
interests of Company.


 


In addition, the Company agrees to continue other existing arrangements
with you, including reimbursement of private aircraft use and the right to
acquire equity in the Company as set forth in the Company’s Certificate of
Incorporation and Bylaws.


 


If the foregoing correctly sets forth our agreement with respect to the
subject matter of this letter, please evidence your agreement hereto by
executing a copy of this letter below and returning it to the Company.


 


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  Sincerely,

  
	
   

  	
   

  
	
   

  	
  WASHINGTON GROUP INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   
  /s/ Stephen G. Hanks

  	
   

  
	
   

  	
  Stephen G. Hanks

  
	
   

  	
  Chief Executive Officer and President

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED TO effective November 14, 2003.

  	
   

  
	
   

  	
   

  
	
    /s/
  Dennis R. Washington

  	
   

  	
   

  
	
  Dennis R. Washington

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  cc:

  	
  Richard D. Parry

  	
   

  
	
   

  	
  Robert Dean Avery

  	
   

  
					



 


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