ex10_4.htm


    
      

    

    Exhibit
      10.4

    RESTRICTED
      STOCK AGREEMENT

    


    AGREEMENT
      by and between KBR, Inc., a
      Delaware corporation (the “Company”) and _____________________ (“Employee”) made
      effective as of ____________________ (the “Grant Date”).

    


    1.           Grant
      of Restricted Stock.

    


    (a)           Stock.  Pursuant
      to the KBR, Inc. 2006 Stock and Incentive Plan (the “Plan”), Employee is hereby
      awarded _____________ shares of the Company’s common stock (“Stock”), subject to
      the conditions of the Plan and this Agreement (the “Restricted
      Stock”).

    


    (b)           Plan
      Incorporated.  Employee acknowledges receipt of a copy of the
      Plan, and agrees that this award of Restricted Stock shall be subject to all
      of
      the terms and conditions set forth in the Plan, including future amendments
      thereto, if any, pursuant to the terms thereof, which Plan is incorporated
      herein by reference as a part of this Agreement.  Except as defined
      herein, capitalized terms shall have the same meanings ascribed to them under
      the Plan.

    


    2.           Terms
      of Restricted Stock.  Employee hereby
      accepts the Restricted Stock and agrees with respect thereto as
      follows:

    


    (a)           Forfeiture
      of Restricted Stock.  In the event of termination of Employee’s
      employment with the Company or any employing Subsidiary of the Company for
      any
      reason other than (i) normal retirement on or after age sixty-five, (ii) death
      or (iii) disability (disability being defined as being physically or mentally
      incapable of performing either the Employee’s usual duties as an Employee or any
      other duties as an Employee that the Company reasonably makes available and
      such
      condition is likely to remain continuously and permanently, as determined by
      the
      Company or employing subsidiary), or except as otherwise provided in the last
      two sentences of subparagraph (c) of this Paragraph 2, Employee shall, for
      no
      consideration, forfeit all Restricted Stock to the extent then subject to the
      Forfeiture Restrictions (as defined below).  The obligation to forfeit
      and surrender Restricted Stock to the Company upon termination of employment
      and
      the prohibition against transfer in Paragraph 2(b) below are herein referred
      to
      as “Forfeiture Restrictions.”

    


    (b)           Assignment
      of Award.  The Restricted Stock may not be sold, assigned,
      pledged, exchanged, hypothecated or otherwise transferred, encumbered or
      disposed of to the extent then subject to the Forfeiture
      Restrictions.

    


    (c)           Lapse
      of Forfeiture Restrictions.  The Forfeiture Restrictions shall
      lapse as to the Restricted Stock in accordance with the following schedule
      provided that Employee has been continuously employed by the Company or any
      of
      its Subsidiaries from the date of this Agreement through the applicable lapse
      date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Lapse
                Date

               

            	 	
              Percentage
                of Total Number

              of
                Restricted Stock

            	 
	
              1st
                Anniversary of Grant Date

            	 	 	20	%
	
              2nd
                Anniversary of Grant Date

            	 	 	40	%
	
              3rd
                Anniversary of Grant Date

            	 	 	60	%
	
              4th
                Anniversary of Grant Date

            	 	 	80	%
	
              5th
                Anniversary of Grant Date

            	 	 	100	%


    

    


    Notwithstanding
      the foregoing, the Forfeiture Restrictions shall lapse as to all of the
      Restricted Stock on the earlier of (i) the occurrence of a Corporate Change
      (as
      such term is defined in the Plan) or (ii) the date Employee’s employment with
      the Company is terminated by reason of death, disability (as determined above)
      or normal retirement on or after age sixty-five.  In the event
      Employee’s employment is terminated for any other reason, including retirement
      prior to age sixty-five with the approval of the Company or employing
      Subsidiary, the Committee which administers the Plan (the “Committee”) or its
      delegate, as appropriate, may, in the Committee’s or such delegate’s sole
      discretion, approve the lapse of Forfeiture Restrictions as to any or all
      Restricted Stock still subject to such restrictions, such lapse to be effective
      on the date of such approval or Employee’s termination date, if
      later.

    


    (d)           Certificates.  A
      certificate evidencing the Restricted Stock shall be issued by the Company
      in
      Employee’s name, or at the option of the Company, in the name of a nominee of
      the Company, pursuant to which Employee shall have voting rights and shall
      be
      entitled to receive currently all dividends until the Restricted Stock are
      forfeited pursuant to the provisions of this Agreement.  The
      certificate shall bear a legend evidencing the nature of the Restricted Stock,
      and the Company may cause the certificate to be delivered upon issuance to
      the
      Secretary of the Company or to such other depository as may be designated by
      the
      Company as a depository for safekeeping until the forfeiture occurs or the
      Forfeiture Restrictions lapse pursuant to the terms of the Plan and this
      Agreement.  Upon request of the Committee or its delegate, Employee
      shall deliver to the Company a stock power, endorsed in blank, relating to
      the
      Restricted Stock then subject to the Forfeiture Restrictions.  Upon
      the lapse of the Forfeiture Restrictions without forfeiture, the Company shall
      cause a new certificate or certificates to be issued without legend in the
      name
      of Employee for the shares upon which Forfeiture Restrictions
      lapsed.  Notwithstanding any other provisions of this Agreement, the
      issuance or delivery of any shares of Stock (whether subject to restrictions
      or
      unrestricted) may be postponed for such period as may be required to comply
      with
      applicable requirements of any national securities exchange or any requirements
      under any law or regulation applicable to the issuance or delivery of such
      shares.  The Company shall not be obligated to issue or deliver any
      shares of Stock if the issuance or delivery thereof shall constitute a violation
      of any provision of any law or of any regulation of any governmental authority
      or any national securities exchange.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Withholding
      of Tax.  The Committee may make such
      provisions as it may deem appropriate for the withholding of any taxes that
      it
      determines is required in connection with this Award and unless otherwise
      approved by the Committee, the Company shall reduce the number of shares of
      Stock that would have otherwise been delivered to Employee by a number of shares
      of Stock having a Fair Market Value equal to the amount required to be
      withheld.

    


    4.           Status
      of Stock.  Employee agrees that the
      Restricted Stock will not be sold or otherwise disposed of in any manner that
      would constitute a violation of any applicable federal or state securities
      laws.  Employee also agrees (i) that the certificates representing the
      Restricted Stock may bear such legend or legends as the Company deems
      appropriate in order to assure compliance with applicable securities laws,
      (ii)
      that the Company may refuse to register the transfer of the Restricted Stock
      on
      the stock transfer records of the Company if such proposed transfer would be
      in
      the opinion of counsel satisfactory to the Company constitute a violation of
      any
      applicable securities law and (iii) that the Company may give related
      instructions to its transfer agent, if any, to stop registration of the transfer
      of the Restricted Stock.

    


    5.           Employment
      Relationship.  For purposes of this
      Agreement, Employee shall be considered to be in the employment of the Company
      as long as Employee remains an employee of (i) the Company, a Parent
      Corporation, or Subsidiary of the Company or (ii) a corporation or a Parent
      Corporation or subsidiary of such corporation assuming or substituting a new
      award for this Award.  Any question as to whether and when there has
      been a termination of such employment, and the cause of such termination, shall
      be determined by the Committee, or its delegate, as appropriate, and its
      determination shall be final.

    


    6.           Committee’s
      Powers.  No provision contained in this
      Agreement shall in any way terminate, modify or alter, or be construed or
      interpreted as terminating, modifying or altering any of the powers, rights
      or
      authority vested in the Committee or, to the extent delegated, in its delegate
      pursuant to the terms of the Plan or resolutions adopted in furtherance of
      the
      Plan, including, without limitation, the right to make certain determinations
      and elections with respect to the Restricted Stock.

    


    7.           No
      Section 83(b) Election.  Employee shall
      not make an election, under section 83(b) of the Code, to include an amount
      in
      income in respect of the award of Restricted Shares under this
      Agreement.

    


    8.           Binding
      Effect.  This Agreement shall be binding
      upon and inure to the benefit of any successors to the Company and all persons
      lawfully claiming under Employee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.           Governing
      Law.  This Agreement shall be governed
      by, and construed in accordance with, the laws of the State of
      Texas.

    


    10.        Section
      409A.  Notwithstanding anything in this
      Agreement to the contrary, if any provision in this Agreement would result
      in
      the imposition of an applicable tax under Section 409A of the Code and related
      regulations and United States Department of the Treasury pronouncements
      (“Section 409A”), that provision will be reformed to avoid imposition of the
      applicable tax and no action taken to comply with Section 409A shall be deemed
      to adversely affect the Employee’s rights under this Agreement.

    


    IN
      WITNESS WHEREOF, the Company has
      caused this Agreement to be duly executed by an officer thereunto duly
      authorized, and Employee has executed this Agreement, all as of the date first
      above written.

    


    


    
      	 	
              KBR,
                INC.

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	 
	 	 	 
	 	 	 
	 	
               

            
	 	
              Employee