Unassociated Document


    Exhibit
10.7

    


    WILLBROS
GROUP, INC.

    


    RESTRICTED
STOCK RIGHTS AWARD AGREEMENT

    


    _________
_______________ 200___

    


    


    ______________________________

    ______________________________

    ______________________________

    ______________________________

    ______________________________

    


    Dear
___________________________:

    


    1.           Restricted
Stock Rights Award.  Willbros Group,
Inc., a Delaware corporation (the "Company"), hereby grants to you an aggregate
of _______________ restricted stock rights (individually, a "RSR," and
collectively, "RSRs").  Each RSR entitles you to receive one share of
Common Stock, par value $.05 per share, of the Company ("Restricted Shares") at
such time as the restrictions described in Section 4(b) lapse as described in
Section 5.  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 Rights 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.  This award shall constitute an "Award" under the Plan, and any
capitalized terms used in this Award Agreement that are not otherwise defined
herein shall have the respective meanings provided in the Plan.

    


    2.           Restricted
Share Certificates.  The Company shall
register and issue a certificate(s) for the Restricted Shares you become
entitled to receive hereunder in your name as soon as practicable after the
restrictions described in Section 4(b) lapse as described in Section
5.  All certificates for Restricted Shares delivered to you pursuant
to this Award Agreement shall be subject to such stop transfer orders and other
restrictions as the committee of the Board of Directors of the Company that
administers the Plan may deem necessary or advisable under the Plan and the
rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Restricted Shares are then
listed, and any applicable foreign, federal or state securities
laws.

    


    3.           Stockholder
Rights Prior to Issuance of Restricted Shares.  Neither you nor
any of your beneficiaries shall be deemed to have any voting rights, rights to
receive any dividends or other rights as a stockholder of the Company with
respect to any Restricted Shares covered by the RSRs until the date of issuance
by the Company of a certificate to you for such Restricted Shares.

    


    4.           Restrictions.

    


    (a)           Your
ownership of the RSRs shall be subject to (i) the restrictions set forth in
subsection (b) of this Section until such restrictions lapse pursuant to
the terms of Section 5, and (ii) the restrictions set forth in subsection
(c) of this Section until such RSRs shall be redeemed for the applicable
Restricted Shares or otherwise forfeited to the Company.

    


    (b)           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), all of your RSRs shall be forfeited to the
Company and all of your rights to receive any Restricted Shares in the future
pursuant to the RSRs shall automatically terminate without any payment of
consideration by the Company.

    


    (c)           You
may not sell, assign, transfer or otherwise dispose of any RSRs or any rights
under the RSRs.  No RSR and no rights under any such RSR may be
pledged, alienated, attached or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           Lapse of
Restrictions.

    


    (a)           The
restrictions described in Section 4(b) shall lapse with respect to
_________ of the RSRs on the first anniversary of the date hereof, another
_______ of the RSRs on the second anniversary of the date hereof, another
_______ of the RSRs on the third anniversary of the date hereof, and the last
_______ of the RSRs on the fourth anniversary of the date
hereof.  Following the lapse of such restrictions with respect to any
RSRs, the Company will issue you a certificate as provided in Section 2 of this
Award Agreement for the Restricted Shares covered by such RSRs in redemption of
such RSRs.

    


    (b)           Notwithstanding
the provisions of subsection (a) of this Section 5, the restrictions
described in Section 4(b) shall lapse with respect to all the RSRs 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.

    


    Following the lapse of the restrictions
described in Section 4(b), the Company will issue you a certificate as provided
in Section 2 of this Award Agreement for the Restricted Shares covered by such
RSRs in redemption of such RSRs.

    


    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 RSRs awarded or the issuance of any Restricted Shares to
you, 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 RSRs awarded or Restricted
Shares issued.

    


    (b)           With
respect to withholding required upon the lapse of restrictions or upon any other
taxable event arising as a result of the RSRs awarded or the issuance of
Restricted Shares to you, 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.  In the event of
any change affecting the shares of Common Stock of the Company by reasons of any
stock dividend or split, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares, or other corporate change, or any
distributions to stockholders, the number of Restricted Shares subject to the
RSRs awarded to you under this Award Agreement shall be adjusted as provided in
Section 13 of the Plan.

    


    8.           Agreement
With Respect to Securities Matters.  You agree that
you will not sell or otherwise transfer any Restricted Shares received pursuant
to this Award Agreement 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.  Unless a registration
statement relating to the Restricted Shares issuable upon the lapse of the
restrictions on the RSRs pursuant to this Award Agreement is in effect at the
time of issuance of such Restricted Shares, the certificate(s) for the
Restricted Shares shall contain the following legend:

    


    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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    9.           Transfer
Taxes.  The Company shall
pay all original issue and transfer taxes with respect to the issue and transfer
of the Restricted Shares to you pursuant to this Award Agreement and all other
fees and expenses necessarily incurred by it in connection
therewith.

    


    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 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.

    


    If you
accept this Restricted Stock Rights 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 Rights 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.

    


    ________________________________________

    ________________________________________