ex10_2.htm


    
      

    

    Exhibit
      10.2

     

    FORM
      OF RESTRICTED STOCK UNIT AGREEMENT

     

    AGREEMENT
      by and between KBR, Inc., a Delaware corporation (the “Company”) and ___________
      (“Employee”) made effective as of the date of the delivery of shares for the
      closing of the initial public offering of the Company (the “Grant
      Date”).

     

    
      	
               

            	
              1.

            	
              Grant
                of Restricted Stock
                Units.

            


    

     

    (a)           Units.  Pursuant
      to the KBR, Inc. 2006 Stock and Incentive Plan (the “Plan”) units evidencing the
      right to receive __________ shares of the Company’s common stock (“Stock”), are
      awarded to Employee, subject to the conditions of the Plan and this Agreement
      (the “Restricted Stock Units”).

     

    (b)           Plan
      Incorporated.  Employee acknowledges receipt of a copy of the
      Plan, and agrees that this award of Restricted Stock Units 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 Units.  Employee hereby accepts the
      Restricted Stock Units and agrees with respect thereto as follows:

     

    (a)           Forfeiture
      of Restricted Stock Units.  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 Units to the extent they are not fully vested.

     

    (b)           Assignment
      of Award.  The Restricted Stock Units may not be sold, assigned,
      pledged, exchanged, hypothecated or otherwise transferred, encumbered or
      disposed of.

     

    (c)           Vesting
      Schedule.  The Restricted Stock Units shall vest in accordance
      with the following schedule provided that Employee has been continuously
      employed by the Company from the date of this Agreement through the applicable
      vesting date.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    
      	
              Vesting
                Date

            	 	
              Vested
                Percentage of Total Number

              of
                Restricted Stock Units

            	 
	
              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 Restricted Stock Units shall become fully vested 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 acceleration of
      the vesting of any or all Restricted Stock Units still subject to restrictions,
      such vesting acceleration to be effective on the date of such approval or
      Employee’s termination date, if later.

     

    (d)           Shareholder
      Rights.  Employee shall have no rights to dividends, dividend
      equivalents or any other rights of a shareholder with respect to shares of
      Stock
      subject to this Award unless and until such time as the Award has been settled
      by the transfer of shares of Stock to Employee.

     

    (e)           Settlement
      and Delivery of Shares.  Payment of vested Restricted Stock Units
      shall be made as soon as administratively practicable after vesting, but in
      no
      event later than thirty days after the vesting date.  Settlement will
      be made by payment in shares of Stock.  Notwithstanding
      the foregoing, the Company shall not be obligated to deliver any shares of
      Stock
      if counsel to the Company determines that such sale or delivery would violate
      any applicable law or any rule or regulation of any governmental authority
      or
      any rule or regulation of, or agreement of the Company with, any securities
      exchange or association upon which the Stock is listed or quoted.  The
      Company shall in no event be obligated to take any affirmative action in order
      to cause the delivery of shares of Stock to comply with any such law, rule,
      regulation or agreement.

     

    3.           Withholding
      of Tax. The Committee may make such
      provisions as it may deem appropriate for the withholding of any taxes which
      it
      determines is required in connection with this Award.  Unless the
      Committee provides otherwise, 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.           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 the Company, a Parent Corporation or Subsidiary of the
      Company, or 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.           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 Units.

     

    6.           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.

     

    7.           Compliance
      with Law.  Notwithstanding anything to the contrary
      herein, the Company shall not be obligated to issue any Stock in connection
      with
      a Restricted Stock Unit, at any time, if the offering or issuance of the Stock,
      or if acceptance of the Stock by an Employee, violates or is not in compliance
      with any laws, rules or regulations of the United States or any state or
      country.

     

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

     

    9.           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
      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 

            


    

     

     

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