ex10_6.htm


    
      

    

    Exhibit
      10.6

    KBR,
      INC.

    TRANSITIONAL
      STOCK ADJUSTMENT PLAN

    RESTRICTED
      STOCK AWARD

    


    for

    


    ________________________

    (“Employee”)

    


    As
      a result of the consummation of the
      Exchange Offer by Halliburton Company (“Halliburton”) to dispose of its
      remaining interest in KBR, Inc., a Delaware corporation (the “Company”),
      Halliburton and the Company have become independent separate
      companies.  Halliburton and the Company have adopted the KBR,
      INC. TRANSITIONAL STOCK ADJUSTMENT PLAN (the “Plan”) to convert
      restricted shares of Halliburton common stock (the “Halliburton Restricted
      Shares”) issued under the HALLIBURTON COMPANY 1993
      STOCK AND INCENTIVE PLAN ("Halliburton Plan") into restricted shares of
      the Company’s common stock in accordance with the applicable adjustment
      provisions of the Halliburton Plan as a result of the separation of Halliburton
      and the Company.

    


    In
      accordance with the terms of the
      Plan, Employee is entitled to receive a number of restricted shares of the
      Company’s common stock, par value $0.001 per share (“KBR Common Stock”),
      determined by a formula set forth in the Plan, in lieu of outstanding
      Halliburton Restricted Shares.  Employee is entitled to a number of
      restricted shares of KBR Common Stock under the Plan, as set forth on Exhibit
      A
      hereto (the “KBR Restricted Shares”), pursuant to the terms described
      herein.

    


    Capitalized
      terms used and not
      otherwise defined herein will have the meaning given thereto in the
      Plan.

    


    1.  General
      Terms of KBR Restricted Shares.  Except to the extent
      otherwise in conflict as provided below, the KBR Restricted Shares shall be
      subject to all of the terms and conditions contained in the corresponding
      original grant(s) of Halliburton Restricted Shares, as evidenced by the
      agreement(s) granting such Halliburton Restricted Shares, pursuant to the
      Halliburton Plan.

    


    (a)           Converted
      Shares.  In accordance with the Plan, Employee’s
      Halliburton Restricted Shares set forth on Exhibit A are converted into the
      number of KBR Restricted Shares identified on Exhibit A.  The KBR
      Restricted Shares shall be issued as hereinafter provided in Employee’s name
      subject to certain restrictions thereon.

    


    (b)           Plan
      Incorporated.  This award of KBR Restricted Shares 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.

     

    
      
        
        

      

      
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    2.           KBR
      Restricted Shares.  The KBR Restricted Shares are subject
      to the following terms:

    


    (a)           Forfeiture
      Restrictions.  The KBR Restricted Shares may not be sold,
      assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered
      or disposed of to the extent then subject to the Forfeiture Restrictions (as
      hereinafter defined), and in the event of termination of Employee’s employment
      with the Company or employing Subsidiary for any reason that does not result
      in
      the lapse of those restrictions, Employee shall, for no consideration, forfeit
      to the Company all KBR Restricted Shares to the extent then subject to the
      Forfeiture Restrictions.  The prohibition against transfer and the
      obligation to forfeit and surrender KBR Restricted Shares to the Company upon
      termination of employment are herein referred to as “Forfeiture
      Restrictions.”  The Forfeiture Restrictions shall be binding upon and
      enforceable against any transferee of KBR Restricted Shares.

    


    (b)           Lapse
      of Forfeiture Restrictions.  The Forfeiture Restrictions
      shall lapse as to the KBR Restricted Shares in accordance with the same schedule
      and conditions as specified in Employee’s agreement(s) granting Halliburton
      Restricted Shares, provided that Employee has been continuously employed by
      Halliburton or the Company from the original date the Halliburton Restricted
      Shares were granted through the lapse date.  Prior to the Effective
      Date, a Participant’s employment or service with the Company, Halliburton or any
      of their respective Subsidiaries shall be deemed to be employment or service
      with the Company for all purposes hereunder and under the agreement granting
      the
      Halliburton Restricted Shares and from and after the Effective Date, a
      Participant’s employment or service with the Company or any of its Subsidiaries
      shall be deemed to be employment or service with the Company for all purposes
      under such award.  The Effective Date, as defined in the Plan, is
      indicated on Exhibit A. 

    


    (c)           Change
      in Control.  For all purposes concerning the award(s)
      hereunder, the definition for Change in Control shall be the definition in
      the
      Plan.

    


    (d)           Certificates.  A
      certificate evidencing the KBR Restricted Shares 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 all dividends unless and until the KBR Restricted Shares
      are
      forfeited pursuant to the provisions herein, or of the agreement granting the
      Halliburton Restricted Shares.  The certificate shall bear a legend
      evidencing the nature of the KBR Restricted Shares, 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 award.  Upon request of the
      Compensation Committee of the Company (the “Compensation Committee”) or the
      Chief Executive Officer of the Company (the “CEO”), as appropriate, Employee
      shall deliver to the Company a stock power, endorsed in blank, relating to
      the
      KBR Restricted Shares 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
      herein, 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.

     

    
      
        
        

      

      
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    3.           Withholding
      of Tax.  To the extent that the receipt of the KBR
      Restricted Shares or the lapse of any Forfeiture Restrictions results in income
      to Employee for federal or state income tax purposes, Employee shall deliver
      to
      the Company at the time of such receipt or lapse, as the case may be, such
      amount of money or shares of unrestricted stock as the Company may require
      to
      meet its withholding obligation under applicable tax laws or regulations, and,
      if Employee fails to do so, the Company is authorized to withhold from any
      cash
      or stock remuneration then or thereafter payable to Employee any tax required
      to
      be withheld by reason of such resulting compensation income.

    


    4.           Status
      of Shares.  Employee agrees that the KBR Restricted
      Shares will not be sold or otherwise disposed of in any manner which would
      constitute a violation of any applicable federal or state securities
      laws.  Employee also agrees (i) that the certificates representing the
      KBR Restricted Shares 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 KBR Restricted
      Shares on the stock transfer records of the Company if such proposed transfer
      would 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 KBR Restricted Shares.

    


    5.           Employment
      Relationship.  For all purposes herein, Employee shall be
      considered to be in the employment of the Company as long as Employee remains
      an
      employee of either the Company, any successor corporation or a parent or
      subsidiary corporation (as defined in section 424 of the Code) of the Company
      or
      any successor corporation.  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 Compensation Committee or the CEO, as appropriate,
      and such determination shall be final.

    


    6.           Governance
      by the Compensation Committee.  The KBR Restricted Shares
      converted hereunder will hereby be governed by the Compensation Committee or
      the
      CEO, as appropriate, and no longer governed by Halliburton.  No
      provision contained herein 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 Compensation Committee or the CEO
      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 KBR Restricted Shares.

    


    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 KBR Restricted Shares hereunder.

     

    
      
        
        

      

      
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    8.           Binding
      Effect.  This award 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 award shall be governed by, and construed in
      accordance with, the laws of the State of Texas.

    


    IN
      WITNESS
      WHEREOF, the Company has caused this document to be executed by
      its officer thereunto duly authorized evidencing the terms authorized by the
      Transitional Stock Adjustment Plan adopted February 26, 2007.

    


    


    
      	 	 	
              KBR,
                INC.

            
	 	 	 
	 	
              By

            	
               

            


    

    
 

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