Unassociated Document


    Exhibit
10.4

    


    WILLBROS
GROUP, INC.

    INCENTIVE
STOCK OPTION AGREEMENT

    


    


    THIS INCENTIVE STOCK OPTION AGREEMENT
(this "Agreement") is made and entered into effective as of the __________ day
of ________________, 200____ ("Effective Date"), by and between Willbros Group,
Inc., a Delaware corporation (the "Company"), and _______________________, an
individual ("Employee").

    


    WITNESSETH:

    


    WHEREAS, the Board of Directors of the
Company (the "Board") has adopted the Willbros Group, Inc. 1996 Stock Plan, as
amended (the "Plan"), for the purpose of encouraging key employees of the
Company and its Subsidiaries (as defined in the Plan) to acquire stock ownership
in the Company and to continue in the employ of the Company and its
Subsidiaries; and

    


    WHEREAS, _____________________ is a key
employee of the Company or a Subsidiary, and the committee of the Board which
administers the Plan (the "Committee") desires to grant to Employee an option
under the Plan which qualifies as an "incentive stock option" within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended;

    


    NOW, THEREFORE, in consideration of the
premises and the covenants and agreements herein contained, the parties hereto
hereby agree as follows:

    


    1.           GRANT OF
OPTION.   The Company hereby grants to Employee the right
and option to purchase from the Company, during the periods and on the terms and
conditions hereinafter set forth, an aggregate of ___________________ shares of
its common stock, par value $.05 per share ("Share" or "Shares"), at a price of
$______________ per share, being the Fair Market Value (as defined in the Plan)
of a Share on the Effective Date (hereinafter, the "Option").

    


    2.           EXERCISE
PERIODS.   Subject to the terms of this Agreement, the
Option shall become exercisable, in whole or in part, only at the times and
during the periods and for the number of Shares set forth below:

    


    (a)           On
or after ______________________, but no later than ________________________,
____________________ Shares;

    


    (b)           On
or after _________________, but no later than _______________________,
_____________________ Shares;

    


    (c)           On
or after ______________________, but no later than _______________________,
_____________ Shares; and

    


    (d)           On
or after _____________________, but no later than _______________,
____________________ Shares.

    


    Provided,
however, notwithstanding the above exercise periods, the Option may become fully
exercisable immediately under certain circumstances set forth in the
Plan.

    


    3.           EXERCISE OF
OPTION.  That portion of the Option which is exercisable may be
exercised, in whole or in part, by Employee only so long as Employee remains, on
or after the Effective Date, continuously in the employ of the Company or any of
its Subsidiaries except as otherwise provided by this Agreement.  At
the time of exercise, Employee shall deliver to the Company a written notice
duly signed by Employee stating the number of Shares as to which the Option is
being exercised at that time, together with payment for the full exercise price
of the Option with respect to said Shares  (a) in cash (or certified
or bank cashier's check payable to the order of the Company); (b) by delivery of
shares of common stock of the Company then owned by Employee (such shares being
valued at their Fair Market Value at the time of such exercise); (c) by a
combination of such methods; or (d) by other means that the Committee deems
appropriate; plus, in each case, any applicable withholding tax thereon,
whereupon certificates therefor will be issued to Employee.  The
minimum number of Shares which may be purchased at any time by exercise of the
Option is 100 Shares unless the number purchased is the total number purchasable
under the Option at that time.  The Option shall not be exercisable
with respect to fractions of a Share.  No exercise or failure to
exercise as to a portion of the Shares shall preclude a later exercise or
exercises as to additional portions.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           INCENTIVE STOCK
OPTION.   The Option is intended to qualify as an
"incentive stock option" as such term is defined at Section 422 of the Internal
Revenue Code of 1986, as amended, and shall be construed in accordance with such
intent and any provision of this Agreement which may be inconsistent with such
intent is deemed to be modified to the extent necessary to be consistent with
such intent; provided, however, Employee acknowledges and understands that the
status of the Option as an "incentive stock option" depends on various factors
relating to the Plan, the Option and the grant thereof (including the exercise
price of the Option), and that the Option may be determined not to qualify as an
"incentive stock option."

    


    5.           EMPLOYMENT.   Nothing
contained in this Agreement shall confer upon Employee any right to continue in
the employ of the Company or any of its Subsidiaries or interfere in any way
with the right of the Company or any Subsidiary to terminate Employee's
employment at any time with or without cause.  A leave of absence
approved by the Company or any Subsidiary shall not be deemed an interruption of
continuous employment under the Plan or this Agreement.

    


    6.           THE PLAN AND
AMENDMENTS.   This Agreement shall be subject to the terms
and conditions of the Plan as presently constituted and as may be amended
hereafter from time to time, including the discretion therein provided to the
Committee.  Except as may be otherwise provided by the Plan,
amendments to the Plan shall constitute amendments to this Agreement and shall
be incorporated herein without the execution of any amendment or supplement
hereto by the parties.  The parties further agree to any amendment of
this Agreement, without the execution of any amendment or supplement, upon
notice from the Company to Employee that the terms and conditions of this
Agreement shall be amended to conform to any formal guidelines published by the
Secretary of the Treasury of the United States or his or her delegate
prescribing the requirements for "incentive stock options."

    


    7.           STOCKHOLDER RIGHTS PRIOR TO
EXERCISE OF OPTIONS.  Neither Employee nor any of Employee's
heirs, legal representatives or beneficiaries shall be deemed to have any rights
as a stockholder of the Company with respect to any Shares covered by the Option
until the date of the issuance by the Company of a certificate to Employee for
such Shares.

    


    8.           RIGHTS IN EVENT OF
TERMINATION OF EMPLOYMENT.

    


    (a)           In
the event of the death of Employee while in the employ of the Company or any of
its Subsidiaries, Employee's estate or beneficiaries shall have a period up to
the earlier of one year after Employee's death or 10 years after the date hereof
within which to exercise the Option, to the extent Employee could have exercised
the Option at the date of Employee's death, unless the Committee, in its sole
discretion (subject to Section 10(e) of the Plan), extends such period (but not
beyond 10 years after the date hereof).  The Option, to the extent not
exercised during such period, shall terminate upon the expiration of such
period.

    


    (b)           In
the event of Employee's termination of employment with the Company and its
Subsidiaries by reason of Employee's Disability (as defined in the Plan),
Employee, or Employee's guardian or legal representative, shall have a period up
to the earlier of one year after commencement of Employee's Disability or 10
years after the date hereof within which to exercise the Option, to the extent
Employee could have exercised the Option at the date of commencement of
Employee's Disability, unless the Committee, in its sole discretion (subject to
Section 10(e) of the Plan), extends such period (but not beyond 10 years after
the date hereof).  The Option, to the extent not exercised during such
period, shall terminate upon the expiration of such period.

    


    (c)           In
the event of termination of Employee's employment with the Company and its
Subsidiaries for any reason other than death or Disability, as described in
paragraphs (a) or (b) of this Section 8, Employee shall have a period of up to
two and one-half months from the date of termination of employment (but not
beyond 10 years after the date hereof) within which to exercise the Option, to
the extent Employee could have exercised the Option at the date of Employee's
termination of employment.  The Option, to the extent not exercised
during such period, shall terminate upon expiration of such period.

    


    9.           SHARES RESERVED;
TAXES.   The Company shall at all times during the term of
the Option reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of this Agreement.  The Company
shall pay all original issue taxes with respect to the issue of Shares pursuant
hereto and all other fees and expenses necessarily incurred in connection
therewith.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.           INVESTMENT
REPRESENTATION.   Employee represents to the Company and
agrees that if Employee exercises the Option, in whole or in part, at a time
when there is not in effect under the United States Securities Act of 1933, as
amended, a registration statement relating to the Shares issuable upon exercise
hereof and available for delivery a prospectus meeting the requirements of
Section 10 of said Act, Employee will acquire such Shares upon such exercise for
the purpose of investment and not with a view to their resale or distribution
and that, upon each such exercise of the Option, Employee will furnish to the
Company a written statement to such effect, satisfactory to the Company in form
and substance.  Such written agreement shall also state that such
Shares shall not be transferred except pursuant to an effective registration
statement under said Act or in accordance with an exemption from registration
thereunder.  The certificates issued for all Shares issued hereunder
shall bear the following legend if a registration statement relating to the
Shares issuable upon exercise hereof is not in effect at the time of exercise of
the Option:

    


    The
securities evidenced by this certificate have not been registered under the U.S.
Securities Act of 1933 or any other securities laws.  These securities
have been acquired for investment and may not be sold or transferred for value
in the absence of an effective registration of them under the U.S. Securities
Act of 1933 and any other applicable securities laws, or receipt by the Company
of an opinion of counsel or other evidence acceptable to the Company that such
sale or transfer is exempt from registration under such acts and
laws.

    


    11.           PAYMENT OF WITHHOLDING
TAX.   Upon exercise by Employee of the Option, the
Company shall have the right to deduct from any cash amounts otherwise payable
to Employee any amounts required to satisfy all tax withholding requirements
imposed upon such exercise under applicable federal, state, local or other
laws.

    


    12.           NO
TRANSFERABILITY.   The Option shall not be transferable
except by will or the laws of descent and distribution.

    


    13.           NOTICES.   All
notices required or permitted to be given pursuant to this Agreement shall be in
writing and delivered by hand, telegram or mail, addressed as
follows:

    


    
      	 
      	
              If
      to the Company:

            	
              Dennis
      G. Berryhill

            
	 
      	 
      	
              Corporate
      Secretary

            
	 
      	 
      	
              4400
      Post Oak Parkway, Suite 1000

            
	 
      	 
      	
              Houston,
      Texas  77027

            
	 
      	 
      	 
      
	 
      	
              If
      to Employee:

            	
              The
      address for Employee set forth on the

            
	 
      	 
      	
              records
      of the Company or a Subsidiary

            


    

    


    Each
notice shall be deemed to have been given on the date it is
received.  Such addresses may be changed by notice given by the party
making such change delivered to the other party hereto.

    


    14.           BINDING
AGREEMENT.   This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
legal representatives, beneficiaries, successors and assigns.

    


    15.           GOVERNING
LAW.   This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.

    


    IN WITNESS WHEREOF, Employee has
executed this Agreement, and the Company has caused this Agreement to be
executed by its duly authorized officer, effective as of the day and year first
above written.

    


    "Company"

    


    WILLBROS
GROUP, INC.

    


    By:   _______________________________________

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Name:______________________________________

    


    Title:________________________________________

    


    "EMPLOYEE"

    


    


    ____________________________________________

    Name:_______________________________________