Unassociated Document


    Exhibit
10.8

    


    


    SEPARATION AGREEMENT AND
RELEASE

     

    THIS SEPARATION AGREEMENT AND RELEASE
(this “Agreement”) is made by and between Willbros United States Holdings, Inc.
(formerly known as Willbros USA, Inc.) (“Company”) and John T. Dalton
(“Executive”) and is effective on the day of execution of this Agreement by
Executive (the “Effective Date”).

     

    PURPOSE

     

    Company and Executive have reached a
mutual understanding with regard to the terms of Executive's termination of
employment as Senior Vice President and General Counsel of Company.

     

    TERMS

     

    In order to achieve a final and
amicable resolution of the employment relationship in all its aspects and in
consideration of the mutual covenants and promises set forth below, the parties
agree as follows:

     

    1.           Termination
of Employment: Executive's employment
as Senior Vice President and General Counsel of Company will terminate effective
March 31, 2009 (the “Termination Date”). Executive hereby resigns his position
as an officer of Company and as an officer and/or director of any subsidiary or
affiliate of Company effective on the Termination Date. Executive will receive
his regular base salary through the Termination Date and payment for any accrued
and unused vacation on the regular Company payday for Executive employees next
following the Termination Date.

     

    2.           Benefits
under Employment Agreement and Severance Plan:  Executive and
Company have entered into an Amended and Restated Employment Agreement dated
December 31, 2008 (the “Employment Agreement”), providing certain benefits to
Executive in the event of Company's termination of Executive's employment during
the term of the Employment Agreement without cause. Executive is also a
participant in the Willbros Group, Inc. Severance Plan, as amended and restated
effective September 25, 2003 (the “Severance Plan”) that provides certain
benefits to Executive in the event of an involuntary termination without cause.
It is the intent of the parties that Executive receive the full benefits to
which he is entitled pursuant to the Employment Agreement and the Severance Plan
as a result of the involuntary termination of his employment without cause.
Attached as Exhibit A is a letter representing the mutual understanding of the
parties as to how the benefits under the Employment Agreement and Severance Plan
will be administered and paid. The Separation Payment and certain other
consideration described below constitute benefits to which Executive is not
otherwise entitled under the Employment Agreement, the Severance Plan or any
other agreement, promise or Company sponsored benefit plan.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Separation
Payment:  In consideration of the release and other obligations
of Executive as set forth below, Company will pay to Executive within ten (10)
days after the Effective Date, the lump sum amount of Two Hundred Twenty
Thousand Dollars  ($220,000) less standard payroll withholding (the
“Separation Payment”).

     

    4.           Payment
in lieu of Bonus:  Executive is not entitled to a bonus payment
for bonus plan year 2011 pursuant to the Employment Agreement. In lieu of such
bonus, Company will pay Executive the amount of Four Hundred Twenty-Four
Thousand Five Hundred Dollars ($424,500). This payment will be made in lump sum,
less standard payroll withholding, within ten (10) days after the Effective
Date.

     

    5.           Medical
Insurance Coverage:  Company will take those steps required by
the plan to include coverage for Executive and his eligible dependents under
Company's Group Medical Plan and the Group Accident and Medical Expense
Reimbursement Insurance Policy from the Termination Date through October 31,
2011 (the “Medical Coverage Continuation Period”) or the date that said coverage
is terminated for all participants, whichever occurs first. Provided, however,
that such coverage shall cease if Executive becomes an employee of any employer
offering comparable group medical coverage for which Executive is eligible
during the Medical Coverage Continuation Period. Company acknowledges that
following the termination of the Medical Coverage Continuation Period, Executive
shall be entitled to continue participation for a limited period of time in
Company's Group Medical Plan under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”). Such limited period of time
will be determined under the COBRA regulations. Detailed information concerning
the costs and procedures applicable to such medical coverage will be provided
separately by Company. Executive acknowledges that such extension of the
coverage during the Medical Coverage Continuation Period is one benefit owed by
Company to the Executive and his dependants as set forth in Section 1.2 (b) of
the Employment Agreement and may result in taxable income to Executive for
federal income tax purposes.

     

    6.           Stock
Options:  As a participant in the Willbros Group, Inc. 1996
Stock Plan (“Stock Plan”), Executive has vested incentive stock options to
purchase Fifty Thousand (50,000) shares of common stock of Willbros Group, Inc.
(“WGI”) at the price of Seven Dollars and Twenty-Six Cents ($7.26) per share.
Under the terms of the option agreement evidencing such options, such options
must be exercised within three months from the Termination Date. However, with
the concurrence of the Compensation Committee of the WGI Board of Directors,
Company will extend the exercise period of each option for the full remaining
term of such option until October 30, 2012. Executive acknowledges, however,
that such extended exercise period may cause Executive's incentive stock options
to be treated as non-qualified stock options for federal income tax purposes.
Executive further acknowledges that any of Executive's incentive stock options
which are exercised more than three (3) months after the Termination Date will
be treated as non-qualified stock options for federal income tax and employment
tax purposes.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.           Vesting
of Restricted Stock:  Executive has been granted 55,875 shares
of restricted stock under the Stock Plan ownership of which has not yet vested
in Executive pursuant to the terms of the Restricted Stock Award Agreements
evidencing such grants. Company agrees that all of such shares of restricted
stock granted to Executive shall vest in full as of the Termination Date.
Executive acknowledges that standard payroll withholding will be due on such
shares when vested on the Termination Date. Executive has elected to satisfy the
withholding requirements by paying cash to discharge the payroll obligation,
such payment to be made no later than twelve (12) days following the Termination
Date.

     

    8.           Other
Benefits:  Neither this Agreement nor the release contained
herein shall waive Executive's right to any vested benefit under any Company
sponsored pension or retirement plan, or otherwise affect or diminish
Executive’s benefits, entitlements, and other rights under the Employment
Agreement through the end of the Employment Period on October 31,
2011.

     

    9.           Certification
of Code of Business Conduct and Ethics:  In accordance with
Company policy, Executive shall acknowledge his compliance with the Willbros Group, Inc. Code of
Business Conduct and Ethics and WGI's Foreign Corrupt Practices Act
Compliance Policy by completing, signing and returning to Company a
certification of compliance with the referenced policy with respect to that
portion of calendar year 2009 preceding the Termination Date.

     

    10.           Waiver of
Reinstatement and Future Employment:  Executive forever waives
and relinquishes any right or claim to reinstatement to active employment with
Company, its affiliates, subsidiaries, divisions, and successors.

     

    11.           Release
by Executive of Company:  Except for the obligations
specifically set forth in this Agreement, Executive fully and forever relieves,
releases, and discharges Company, its predecessors, successors, parent,
subsidiaries, operating units, affiliates, divisions, and the  agents,
representatives, officers, directors, shareholders, employees and attorneys of
each of the foregoing, from all claims, debts, liabilities, demands,
obligations, promises, acts, agreements, costs, expenses, damages, actions, and
causes of action, whether in law or in equity, whether known or unknown,
suspected or unsuspected, arising from Executive's employment with and
termination from Company, including but not limited to any and all claims
pursuant to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et
seq., as amended by the Civil Rights Act of 1991, which prohibits discrimination
in employment based on race, color, national origin, religion or sex; the Civil
Rights Act of 1866, 42 U.S.C. §§1981, 1983 and 1985, which prohibits violations
of civil rights; the Equal Pay Act of 1963, 29 U.S.C. § 206(d)(1), which
prohibits unequal pay based upon gender; the Employee Retirement Income Security
Act of 1974, as amended, 29 U.S.C. §1001, et seq., which protects certain
employee benefits; the Americans with Disabilities Act of 1990, as amended, 42
U.S.C. § 12101, et seq., which prohibits discrimination against the disabled;
the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601, et seq., which
provides medical and family leave; the Fair Labor Standards Act, 29 U.S.C. §
201, et seq., including the Wage and Hour Laws relating to payment of wages,
including, but not limited to, vacation pay, commissions, and bonuses; and all
other federal, state or local laws or regulations prohibiting employment
discrimination and/or governing the payment of wages, benefits, and other forms
of compensation. This release also includes but is not limited to a release by
Executive of any claims for breach of contract, mental pain, suffering and
anguish, emotional upset, impairment of economic opportunities, unlawful
interference with employment rights, defamation, intentional or negligent
infliction of emotional distress, fraud, wrongful termination, wrongful
discharge or retaliation in violation of statutes or public policy, breach of
any express or implied covenant of good faith and fair dealing, that Company has
dealt with Executive unfairly or in bad faith, and all other common law contract
and tort claims. Executive is not waiving any rights or claims that may arise
after this Agreement is signed by Executive, or any claims related to Company’s
non-performance of this Agreement, the Employment Agreement, or the Severance
Plan

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    12.           Confidentiality
and Nondisclosure:  During his employment as Senior Vice
President and General Counsel of Company, Executive has been given access to or
has developed information some of which may be non-public confidential
information of a proprietary nature, and some of which may qualify as a trade
secret or may constitute an attorney-client communication. All such non-public
information and material shall be treated by Executive as “Confidential
Information” to be protected from disclosure or unauthorized use. Such
confidentiality may be waived only by the written consent of Company. Provided,
however, that nothing contained herein shall prohibit Executive from cooperating
freely with the United States Department of Justice (“DOJ”), the United States
Securities and Exchange Commission (“SEC”), and other federal and state
authorities having jurisdiction, on any matter about which they inquire
involving Company, its parent, subsidiaries, affiliates, and/or any of their
officers, directors, employees and agents. Any such report or cooperation will
be consistent with Executive's ethical obligations as an attorney and nothing
contained herein shall constitute a waiver by Company and its affiliates of any
confidentiality owed to them by Executive by reason of his provision of legal
representation and advice. As used herein, Confidential Information shall
specifically include, but not be limited to, non-public data related to: (a)
information relating to the manner in which Company, its parent, subsidiaries,
and/or affiliates do business, including, but not limited to, their legal
strategies, evidence, and positions with regard to pending or possible claims or
other legal proceedings, business plans, financial results, software and
computer systems, construction processes, bid procedures or status, quality
procedures, product test results, personnel files, employment policies, salaries
and wages, benefits, employee contracts, performance reviews, and labor
relations strategies; (b) information related to any pending or contemplated
claims, litigation, investigations, arbitrations, and/or other fact-finding or
adjudicative proceedings involving Company and/or its parent, subsidiaries,
and/or affiliates; and (c) information relating to contractual obligations of
Company and/or its parent, subsidiaries, and/or affiliates to third parties.
Nothing contained herein shall prevent Executive from using any truthful,
non-confidential information about Company and his employment in order to obtain
future employment or for any other lawful purpose.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13.           Non-disparagement:  Except
as otherwise required by law, both Executive and Company will respond to any
inquiry concerning Executive's employment termination by stating that that the
departure was mutually agreed upon between Executive and Company. Neither party
will make any public statements or releases to the media disparaging of the
other, including the management of Company, its parent or
affiliates.

     

    14.           Indemnification
and Continued Cooperation:  Nothing in this Agreement shall
affect any of Executive's rights with respect to full coverage and
indemnification under the relevant director and officer liability insurance
coverages to which Executive is entitled in his capacity as a former officer of
Company, a former officer of WGI, and a former officer or director of certain
WGI affiliates, whether under that certain Indemnification Agreement between WGI
and Executive or otherwise. Subject to his availability, and for a reasonable
fee to be mutually agreed, Executive agrees to assist Company, its affiliates
and their respective attorneys in any litigation, claim, dispute, or
governmental investigation brought by or against Company or its affiliates as to
which Executive may have knowledge of the facts and circumstances. Executive
agrees to immediately notify Company upon receipt of any subpoena or deposition
notice compelling his testimony related to matters arising out of his employment
with Company. Subject to Section 15, Company shall advance to Executive for all
reasonable expenses incurred in complying with this provision.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    15.           Costs,
Legal Defense Counsel and Related Defense:  Company hereby
confirms that it will continue to make available to Executive and bear the full
costs and expenses of legal counsel and related support necessary or convenient
to assist Executive with any future Executive's preparation for, and appearance
at, any interviews or testimony requested by the DOJ and/or the SEC in
connection with the investigations of Company and its affiliates recently
concluded by those agencies (the “Investigations”) or in connection with any
inquiry arising during the term of the Deferred Prosecution Agreement and for
one year thereafter. Company is providing such legal counsel at its own expense
because (i) Executive was a former officer and employee of Company and certain
of its affiliates during the period under Investigation, and (ii) as of the
Termination Date it appears to Company that Executive managed those
Investigations properly and without any indication of wrongdoing on his part.
This legal defense commitment  by Company as described in this Section
15 is subject to later further consideration if it is later determined by a
court of law that Executive engaged in actions which were unlawful in the view
of the DOJ and /or the SEC. Accordingly, save and except for a later
determination by a court of law that Executive acted unlawfully in connection
with the Investigations, a plea of “no contest” to such charge, or entry into a
settlement agreement with a governmental authority under which Executive is
barred from serving as an officer or director of a publicly traded company, this
undertaking is an irrevocable undertaking by Company to indemnify Executive in
the future for all legal costs or fines or penalties that Executive may incur in
connection with the Investigations or legal proceedings related thereto. This
undertaking by Company to make legal counsel available to Executive and to
defray, at the Termination Date, the costs and expenses incurred by Executive in
connection with the Investigation has arisen, in part, due to Executive's many
years of good and loyal service to Company, especially in connection with the
Investigations and with Executive’s lead role in the parallel successful effort
in connection with Company’s sale of its business interests in Nigeria.
Accordingly, these amounts constitute expenses for a business purpose and are
not personal expenses. Payment of these amounts is not intended to be, and
Company expressly stipulates that they are not, a “personal loan” under Section
402 of the Sarbanes-Oxley Act.

     

    16.           Return of
Company Property:  Executive will return to Company promptly
upon termination of employment, any and all property in his possession belonging
to Company, its parent, affiliates and divisions, including without limitation,
office equipment, files, reports, manuals and keys; provided, however, Executive
will be permitted to retain the Company-issued cell phone and number, and the
Company-issued lap-top computer. Executive will, upon request, submit the
computer to inspection by Company and removal of all Company files.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    17.           No
Admission of Liability:  This Agreement and compliance with
this Agreement shall not be construed as an admission by Company of any
liability whatsoever, or as an admission by Company of any violation of the
rights of Executive or any other person, or any violation of any order, law,
statute, duty or contract.

     

    18.           Severability:  In
the event that any provision of this Agreement should be held to be void,
voidable, or unenforceable, the remaining portions herein shall remain in full
force and effect.

     

    19.           Governing
Law:  This Agreement will be interpreted and enforced in
accordance with the laws of the State of Texas, excluding any conflicts of law
or other provision that would require reference to the laws of another
jurisdiction, and the parties hereby agree to submit all disputes not amicably
resolved to the exclusive jurisdiction of the federal and state courts located
in Harris County, Texas.

     

    20.           Authorization:  Each
person signing this Agreement as a party or on behalf of a party represents that
he or she has consulted with counsel regarding the contents of this Agreement,
fully understands its meaning and intent, and is duly authorized to sign this
Agreement on such party's behalf, and is executing this Agreement voluntarily,
knowingly, and without any duress or coercion.

     

    


    
      
        
          
            
              
                	
                        DATED:
      March 31,
      2009

                      	
                        /s/ John T. Dalton                

                      
	 
      	
                        JOHN
      T. DALTON

                      
	 
      	 
      
	 
      	
                        WILLBROS
      UNITED STATES HOLDINGS, INC.

                      
	 
      	 
      
	
                        DATED:
      March 31,
    2009

                      	
                        By:    /s/ Dennis G.
      Berryhill            

                      
	 
      	
                        Its:    Vice President and
      Secretary        

                      


              

            

          

        

      

    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    


    

    


    4000 One
Williams Center

    Tulsa,
Oklahoma 74172

    918.586.5711
Phone

    918.586.8982
Fax

    www.cwlaw.com

    
      	
              J.
      Ronald Petrikin

            	 
      	
              Direct
      Line: (918) 586-5683

            
	
              Attorney
      at Law

            	 
      	
              Direct
      Fax: (918) 586-8683

            
	 
      	 
      	
              rpetrikin@cwlaw.com

            


    

    


    March 25,
2009

    Joseph Y.
Ahmad

    Ahmad,
Zavitsanos & Anaipakos, P.C. 1221

    McKinney,
Suite 3460

    Houston,
TX 77010

    


    
      	
               
      

            	
              Re:

            	
              John
      T. Dalton and Willbros United States Holdings, Inc. (formerly known as
      Willbros USA, Inc.)

            


    

     

    Dear Mr.
Ahmad:

     

    This
letter will summarize the rights of your client, John T. Dalton, to benefits
pursuant to an Amended and Restated Employment Agreement dated December 31, 2008
(the “Employment Agreement”) and the Willbros Group, Inc. Severance Plan (the
“Severance Plan”). This summary is intended to be a guideline and is not
intended to amend or modify any provision of the Employment Agreement or the
Severance Plan. To the extent any portion of this letter contradicts a provision
of the Employment Agreement or the Severance Plan, the terms of the Employment
Agreement and/or the Severance Plan govern.

     

    Timing
and Form of Separation

     

    Mr.
Dalton and the management of Willbros United States Holdings, Inc. (formerly
known as Willbros USA, Inc.) (“Willbros”) have agreed that his termination of
employment will be effective March 31, 2009 (the “Termination Date”). Mr. Dalton
will submit his resignation to Willbros’ Board of Directors as an officer of
Willbros and all of its affiliates effective on the Termination Date. After
review by Mr. Dalton, Willbros will issue a press release announcing that Mr.
Dalton has left to pursue other interests and thanking him for his past efforts
and tangible contributions on behalf of Willbros and will file a Form 8-K with
the SEC to that effect.

     

    Mr.
Dalton's separation from Willbros will constitute an “involuntary termination of
employment without cause” for purposes of the application of the Employment
Agreement, the Severance Plan, and for all other purposes and his personnel file
will reflect that fact.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Benefits
under the Severance Plan

     

    Per Plan
section 3.3.1, Mr. Dalton will receive a single, lump sum payment of Four
Hundred Seven Thousand Five Hundred Fifty Dollars ($407,550), this being 100% of
the annual base salary at the rate in effect on the Termination Date. Payment
will occur within 60 business days of the Termination Date.

     

    Benefits
under the Employment Agreement

     

    Base Salary Continuation: Per
Employment Agreement section 4.3(a)(i), during the remainder of the Employment
Period under the Employment Agreement, i.e., through October
31, 2011, Mr. Dalton will receive his base salary. The base salary payments will
be payable on the regular payroll payment dates of Willbros for the first two
and one-half months following the Termination Date and then commencing again for
the period that is one day after six months following the Termination Date. The
payment made in the sixth month will include the payments that were delayed
during the suspension period. Per Employment Agreement section 4.3(e), the total
amount of base salary payments under the Employment Agreement will be reduced in
the last year of the Employment Period by the amount of the base salary payment
under the Severance Plan. Consequently, the total base salary payout under the
Employment Agreement will be reduced by the Plan payout of Four Hundred Seven
Thousand Five Hundred  Dollars ($407,550).

     

    Annual Bonus: Per Employment
Agreement section 4.3(a)(iii), Mr. Dalton is entitled to an annual cash bonus of
Five Hundred Nine Thousand Four Hundred Thirty-Eight Dollars ($509,438) for 2009
and 2010 calculated as one hundred twenty-five percent (125%) of his base salary
in effect on the Termination Date. Each of the two bonus payments shall be made
in lump sum on the regular dates on which Willbros pays bonuses to the other
participants in the plan, but in no event later than March 31 of the year
following the 2009 and 2010 bonus years, respectively.

     

    Benefit Continuation: Per
Employment Agreement section 4.3(a)(ii), during the remainder of the Employment
Period, to the extent legally permissible, Mr. Dalton will continue to be
entitled to all benefits and benefit payment options under all of the employee
benefit programs, plans or arrangements of Willbros described in Employment
Agreement section 1.2(b) as if he were still employed, including disability,
life, sickness, accident, vision, dental, medical and health benefits [with
Execucare feature,] and premium reimbursement for the CIGNA carryover life
insurance charge, which have accrued as of the Termination Date under the WGI
1996 Stock Plan. Any modification or termination of benefit programs, plans and
arrangements will affect Mr. Dalton's participation to the same extent other
participants are affected.

    


    Coordination of Benefits under the
Plan and the Employment Agreement: Notwithstanding that per Employment
Agreement section 4.3(e), the total amount of base salary payments under the
Employment Agreement will be reduced in the last year of the Employment Period
by the amount of the base salary payment under the Severance Plan, the benefit
continuation period will not end until October 31, 2011 when all non-salary
benefit and other related payments to Mr. Dalton have been made, at which point
Willbros will provide Mr. Dalton his COBRA entitlement packet for extended
medical coverage at Mr. Dalton’s cost for both he and his
dependants.  All payments made pursuant to the Plan and the Agreement
shall be subject to deductions for applicable federal, state, and local
taxes.

     

    


    Very
Truly Yours

    


    /s/ J.
Ronald Petrikin

    


    J. Ronald
Petrikin

    For the
Firm

    


    


    cc: John
T. Dalton c/o Willbros