Unassociated Document


    
      

    

    Exhibit
      10.2


    KIRBY
      CORPORATION

     

    Nonemployee
      Director Compensation Program

    


    Annual
      Director Fee

    


    1.    Each
      director will receive an annual fee of $24,000, payable in four equal quarterly
      payments to be made at the end of each calendar quarter, unless the director
      elects to receive (a) a stock option for shares of Kirby common stock or (b)
      restricted shares of Kirby common stock, in lieu of all or part of the cash
      fee.
      The fee will be prorated for any director elected between annual stockholder
      meetings.

    


    2.    The
      election to receive a stock option or restricted stock in lieu of director
      fees
      will be made annually. Except as provided in the next sentence, any director
      who
      elects to receive a stock option or restricted stock in lieu of all or part
      of
      the annual fee for the year following any annual meeting of stockholders must
      give written notice of that election to Kirby no later than the December 31
      preceding such annual meeting. A newly elected director must give written notice
      of his or her election to receive a stock option or restricted stock in lieu
      of
      all or part of the annual fee no later than 30 days after the date of his or
      her
      first election as a director.

    


    3.    The
      stock
      option shall be issued on the following terms:

    


    (a)    The
      number of shares of stock subject to the option will be equal to (i) the portion
      of the annual fee that a director elects to receive in the form of a stock
      option divided by (ii) the fair market value of a share of stock on the date
      of
      grant multiplied by (iii) 3, with the result then rounded to the nearest whole
      share.

    


    (b)    The
      exercise price per share will be the fair market value on the date of grant.
      The
      fair market value of a share of stock means the mean of the high and low sales
      price on the New York Stock Exchange on the date of reference.

    


    (c)    The
      option will vest one-fourth on the first quarterly payment date, one-fourth
      on
      the second quarterly payment date, one-fourth on the third quarterly payment
      date and one-fourth on the fourth quarterly payment date or, in the case of
      a
      director elected between annual stockholder meetings, in equal parts on the
      remaining quarterly payment dates prior to the first anniversary of the most
      recent annual meeting of stockholders.

    


    (d)    The
      option will be subject to the terms of the plan under which it is issued,
      including without limitation provisions relating to vesting, exercise,
      termination and transferability.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.    The
      restricted stock shall be issued on the following terms:

    


    (a)    The
      number of shares of restricted stock will be equal to (i) the portion of the
      annual fee that a director elects to receive in the form of restricted stock
      divided by (ii) the fair market value of a share of stock on the date of grant
      multiplied by (iii) 1.2, with the result then rounded to the nearest whole
      share.

    


    (b)    The
      fair
      market value of a share of stock means the mean of the high and low sales price
      on the New York Stock Exchange on the date of reference.

    


    (c)    The
      restricted stock will vest one-fourth on the first quarterly payment date,
      one-fourth on the second quarterly payment date, one-fourth on the third
      quarterly payment date and one-fourth on the fourth quarterly payment date
      or,
      in the case of a director elected between annual stockholder meetings, in equal
      parts on the remaining quarterly payment dates prior to the first anniversary
      of
      the most recent annual meeting of stockholders.

    


    (d)    The
      restricted stock will be subject to the terms of the plan under which it is
      issued, including without limitation provisions relating to vesting and
      transferability.

    


    5.    Except
      as
      provided in the next sentence, the date of grant of an option or restricted
      stock granted in lieu of the annual fee means the date of the next annual
      meeting of stockholders after the election by the director to receive a stock
      option or restricted stock in lieu of cash fees. For a newly elected director,
      the date of grant means the date of his or her election to receive a stock
      option or restricted stock in lieu of cash fees.

    


    6.    The
      quarterly payment of cash fees and vesting of stock options and restricted
      stock
      are contingent on a director's continuing to serve in that capacity on each
      such
      quarterly payment or vesting date.

    


    Annual
      Committee Chairman and Presiding Director Fees

    


    1.    The
      Chairman of the Audit Committee will receive an annual fee of $15,000. The
      Chairmen of the Compensation Committee and the Governance Committee will each
      receive an annual fee of $10,000. The director selected to be the presiding
      director at executive sessions of non-management directors will receive an
      annual fee of $5,000. All of such fees will be payable in four equal quarterly
      payments to be made at the end of each calendar quarter. The committee chairman
      and presiding director fees will be prorated for any director who is elected
      to
      such position between annual meetings of the board of directors.

    


    2.    The
      quarterly payment of the committee chairman and presiding director fees is
      contingent on a director’s continuing to serve in such position on each such
      quarterly payment date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Meeting
      Fees

    


    1.    Each
      director will receive a fee of $1,250 for each board meeting attended in person
      or by telephone.

    


    2.    Each
      member of a committee of the board will receive a fee of $3,000 for each
      committee meeting attended in person or by telephone.

    


    Automatic
      Stock Option Grants

    


    1.    Each
      director will receive an option for 10,000 shares of Kirby common stock upon
      his
      or her first election as a director.

    


    2.    Each
      director will receive an option for 6,000 shares of Kirby common stock
      immediately after each annual meeting of stockholders. 

    


    3.    The
      exercise price per share in both cases will be the fair market value on the
      date
      of grant. The options will be subject to the terms of the plan under which
      they
      are issued, including without limitation provisions relating to vesting,
      exercise, termination and transferability.

    


    Automatic
      Restricted Stock Grants

    


    1.    Each
      director will receive 1,000 restricted shares of Kirby common stock immediately
      after each annual meeting of stockholders.

    


    2.    The
      restricted stock will be subject to the terms of the plan under which it is
      issued, including without limitation provisions relating to vesting and
      transferability.

    


    General

    


    1.    This
      compensation program may be amended, modified or terminated by the board at
      any
      time.

    


    2.    This
      compensation program applies only to directors of Kirby who are not employees
      of
      Kirby or any of its subsidiaries.

    


    3.    This
      compensation program is effective May 11, 2006 and amends and restates in its
      entirety the Nonemployee Director Compensation Program previously in
      effect.