Unassociated Document


    Exhibit
10.5

    


    WILLBROS
GROUP, INC.

    NON-QUALIFIED
STOCK OPTION AGREEMENT

    


    


    THIS NON-QUALIFIED 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 a
non-qualified stock option under the Plan;

    


    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, each vesting date of the
Option set forth above shall be accelerated one year for each incremental
$______ that the average of the daily closing sales prices of a share of common
stock of the Company on the New York Stock Exchange over a period of 60
consecutive trading days exceeds $______ per share during the term of the
Option.  Provided further, 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 withholding by the Company of Shares from the Shares
issuable upon such exercise (such withheld Shares being valued at their Fair
Market Value at the time of such exercise); (d) in the discretion of the
Committee, by delivery of properly executed irrevocable instructions to a
securities broker (or, in the case of pledges, lender) to (i) sell Shares
subject to the Option and to deliver promptly to the Company a sufficient
portion of the proceeds of such sale transaction on behalf of Employee to pay
the exercise price of said Shares or (ii) pledge Shares subject to the Option to
a margin account maintained with such broker or lender, as security for a loan,
and such broker or lender, pursuant to irrevocable instructions, delivers to the
Company a sufficient portion of the loan proceeds to pay the exercise price of
said Shares; (e) by a combination of such methods; or (f) 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.           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.

    


    5.           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 non-qualified stock options.

    


    6.           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.

    


    7.           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 later 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, extends such period.  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 later 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, extends
such period.  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 7, 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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.           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.

    


    9.           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.

    


    10.           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.  Alternatively, to satisfy any such withholding requirements,
the Company may, at the request of Employee, but shall not be required to (a)
withhold from the number of Shares to be issued that number of Shares (based on
the Fair Market Value of the Shares at the time of such exercise) necessary to
satisfy such tax withholding requirements or (b) accept delivery from Employee
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) as is
sufficient to satisfy such tax withholding requirements.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    11.  NO TRANSFERABILITY; LIMITED EXCEPTIONS TO TRANSFER RESTRICTIONS.

    


    (a)           Unless
otherwise expressly provided in this Section 11, the Option shall not be
transferable.

    


    (b)           All
or a portion of the Option may be transferred by Employee to (i) the spouse,
children, stepchildren or grandchildren of Employee ("Immediate Family
Members"), (ii) a trust or trusts for the benefit of Employee and/or Immediate
Family Members, (iii) an entity or entities whose beneficiaries or beneficial
owners are Employee and/or Immediate Family Members, or (iv) such other persons
or entities as may be approved by the Committee, in its sole discretion;
provided, that, in each case, subsequent transfers of such transferred Option
shall be prohibited except for transfers to the transferees described in this
paragraph (b) or by will or the laws of descent and
distribution.  Following transfer, any such Option shall continue to
be subject to the same terms and conditions as were applicable immediately prior
to transfer; provided, that, for purposes of Sections 3, 6, 7, 9 and 12 hereof,
the term "Employee" shall be deemed to refer to the transferee except for the
events of termination of employment and other employment aspects of said
Sections relating to Employee which shall continue to refer to
Employee.  The events of termination of employment of Section 7
shall continue to be applied with respect to Employee, following which the
Option shall be exercisable by the transferee only to the extent, and for the
periods specified in Section 7.  Employee shall remain subject to any
withholding taxes incurred upon exercise by transferee of a transferred
Option.

    


    (c)           The
transfer restrictions set forth in paragraph (a) of this Section 11 shall not
apply to:

    


    (i)          transfers
to the Company;

    


    (ii)         the
designation of a beneficiary to receive benefits in the event of Employee's
death or, if Employee has died, transfers to Employee's beneficiary, or, in the
absence of a validly designated beneficiary, transfers by will or the laws of
descent and distribution;

    


    (iii)        transfers
pursuant to a domestic relations order; or

    


    (iv)        if
Employee has suffered a Disability, permitted transfers on behalf of Employee by
Employee's guardian or legal representative.

    


    12.           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.

    


    13.           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.

    


    14.           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:_____________________________________