Unassociated Document


    Exhibit
10.6

    


    WILLBROS
GROUP, INC.

    


    RESTRICTED
STOCK AWARD AGREEMENT

    


    _________
___________________ 200____

    


    


    ___________________________

    ___________________________

    ___________________________

    ___________________________

    


    Dear
___________________________:

    


    


    1.           Restricted
Stock Award.  Willbros Group,
Inc., a Delaware corporation (the "Company"), hereby grants to you an aggregate
of ___________ shares of Common Stock, par value $.05 per share, of the Company
(the "Restricted Shares").  This award is subject to your acceptance
of and agreement to all of the applicable terms, conditions, and restrictions
described in the Company's 1996 Stock Plan, as amended (the "Plan"), a copy of
which, along with the Prospectus for the Plan, are available upon request, and
to your acceptance of and agreement to the further terms, conditions, and
restrictions described in this Restricted Stock Award Agreement (this "Award
Agreement").  To the extent that any provision of this Award Agreement
conflicts with the expressly applicable terms of the Plan, it is hereby
acknowledged and agreed that those terms of the Plan shall control and, if
necessary, the applicable provisions of this Award Agreement shall be hereby
deemed amended so as to carry out the purpose and intent of the
Plan.

    


    2.           Possession
of Certificates.  The Company shall
issue a certificate or certificates for the Restricted Shares in your name and
shall retain the certificate(s) for the period during which the restrictions
described in Section 4(b) are in effect.  You shall execute and
deliver to the Company a stock power or stock powers in blank for the Restricted
Shares.  You hereby agree that the Company shall hold the
certificate(s) for the Restricted Shares and the related stock power(s) pursuant
to the terms of this Award Agreement until such time as the restrictions
described in Section 4(b) lapse as described in Section 5 or the Restricted
Shares are canceled pursuant to the terms of Section 4(b).

    


    3.           Ownership
of Restricted Shares.  You shall be
entitled to all the rights of absolute ownership of the Restricted Shares,
including the right to vote such shares and to receive dividends therefrom if,
as, and when declared by the Company's Board of Directors, subject, however, to
the terms, conditions, and restrictions described in the Plan and in this Award
Agreement.

    


    4.           Restrictions.

    


    (a)              Your ownership of the Restricted Shares
shall be subject to the restrictions set forth in subsection (b) of this Section
until such restrictions lapse pursuant to the terms of Section 5, at which time
the Restricted Shares shall no longer be subject to the applicable
restrictions.

     

    (b)              The
restrictions referred to in subsection (a) of this Section are as
follows:

    


    (1)           At
the time of your "Termination of Employment" (as defined in Section 10(b)),
other than a Termination of Employment that occurs as a result of an event
described in Section 5(b)(1) or a Termination of Employment that is described in
Section 5(b)(2), you shall forfeit the Restricted Shares to the Company and all
of your rights thereto shall terminate without any payment of consideration by
the Company.  If you forfeit any Restricted Shares and your interest
therein terminates pursuant to this paragraph, such Restricted Shares shall be
canceled.

    


    (2)           You
may not sell, assign, transfer, pledge, hypothecate, or otherwise dispose of the
Restricted Shares.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           Lapse of
Restrictions.

    


    (a)              The restrictions described in Section
4(b) shall lapse with respect to ________ of the Restricted Shares on the first
anniversary of the date hereof, another ______ of the Restricted Shares on the
second anniversary of the date hereof, another ______ of the Restricted Shares
on the third anniversary of the date hereof, and the last ___________ of the
Restricted Shares on the fourth anniversary of the date
hereof.  Following the lapse of such restrictions with respect to any
Restricted Shares, such Restricted Shares shall no longer be subject to the
restrictions described in Section 4(b).

    


    (b)              Notwithstanding the provisions of
subsection (a) of this Section, the restrictions described in Section 4(b) shall
lapse with respect to all the Restricted Shares at the time of the occurrence of
any of the following events:

    


    (1)           Your
death, or "Disability" (as defined
in the Plan);

    


    (2)           Your Termination of Employment, but only
if such Termination of Employment is the result of a dismissal or other action
by the Company or any of its Subsidiaries and does not constitute a "Termination
for Cause" (as defined in Section 10(a)); or

    


    (3)           A "Change of Control" (as defined in the
Plan) of the Company.

    


    6.           Agreement
With Respect to Taxes; Share Withholding.

    


    (a)           You agree that (1) you will pay to the
Company or a Subsidiary, as the case may be, or make arrangements satisfactory
to the Company or such Subsidiary regarding the payment of any foreign, federal,
state, or local taxes of any kind required by law to be withheld by the Company
or any of its Subsidiaries with respect to the Restricted Shares, and (2) the
Company or any of its Subsidiaries shall, to the extent permitted by law, have
the right to deduct from any payments of any kind otherwise due to you any
foreign, federal, state, or local taxes of any kind required by law to be
withheld with respect to the Restricted Shares.

    


    (b)           With respect to withholding required
upon the lapse of restrictions or upon any other taxable event arising as a
result of the Restricted Shares awarded, you may elect, subject to the approval
of the committee of the Board of Directors of the Company that administers the
Plan, to satisfy the withholding requirement, in whole or in part, by having the
Company withhold Restricted Shares having a Fair Market Value on the date the
tax is to be determined equal to the minimum statutory total tax which could be
withheld on the transaction.  All such elections shall be irrevocable,
made in writing, signed by you, and shall be subject to any restrictions or
limitations that such committee, in its sole discretion, deems
appropriate.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    7.           Adjustment
of Shares.  The number of Restricted
Shares subject to this Award Agreement shall be adjusted as provided in Section
13 of the Plan.  Any shares or other securities received by you as a
stock dividend on, or as a result of stock splits, combinations, exchanges of
shares, reorganizations, mergers, consolidations or otherwise with respect to
the Restricted Shares shall have the same terms, conditions and restrictions and
bear the same legend as the Restricted Shares.

    


    8.           Agreement
With Respect to Securities Matters.  You agree that you will not
sell or otherwise transfer any Restricted Shares except pursuant to an effective
registration statement under the U.S. Securities Act of 1933, as amended, or
pursuant to an applicable exemption from such registration.

    


    9.           Restrictive
Legend.  You hereby acknowledge that
the certificate(s) for the Restricted Shares will bear a conspicuous legend
referring to the terms, conditions, and restrictions described in the Plan and
this Award Agreement.  Any attempt to dispose of any Restricted Shares
in contravention of the terms, conditions, and restrictions described in the
Plan or this Award Agreement shall be ineffective.

    


    10.           Certain
Definitions.  As used in this Award
Agreement, the following terms shall have the respective meanings
indicated:

    


    (a)           "Termination for Cause" shall mean a
Termination of Employment as a result of (1) your willful and continued failure
substantially to perform your duties (other than any such failure resulting from
your incapacity due to physical or mental illness), (2) your conviction for a
felony, proven or admitted fraud, misappropriation, theft or embezzlement by
you, your inebriation or use of illegal drugs in the course of, related to or
connected with the business of the Company or any of its Subsidiaries, or your
willful engaging in misconduct that is materially injurious to the Company or
any of its Subsidiaries, monetarily or otherwise, or (3) if you have entered
into an employment agreement or contract with the Company or any of its
Subsidiaries, any other action or omission that is identified in such agreement
or contract as giving rise to "Cause" for the termination of your employment
with the Company or any of its Subsidiaries.  For this purpose, no
act, or failure to act, on your part shall be considered "willful" unless done,
or omitted, by you not in good faith and without reasonable belief that your
action or omission was in the best interest of the Company or any of its
Subsidiaries.

    


    (b)           "Termination of Employment" shall mean
the termination of your full-time employment with the Company or any of its
Subsidiaries for any reason other than your death, or Disability.

    


    Capitalized terms used in this Award
Agreement and not otherwise defined herein shall have the respective meanings
provided in the Plan.

    


    If you accept this Restricted Stock
Award and agree to the foregoing terms and conditions, please so confirm by
signing and returning the duplicate copy of this Award Agreement enclosed for
that purpose.

    


    WILLBROS GROUP, INC.

    


    


    


    By:______________________________

    Name:___________________________

    Title:_____________________________

    


    


    


    


    The foregoing Restricted Stock Award is
accepted by me as of the ____ day of ________________ 200_, and I hereby agree
to the terms, conditions, and restrictions set forth above and in the
Plan.

    


    


    


    ___________________________________

    ___________________________________