**EXHIBIT 10.18.2**

 

**Form of AMENDMENT TO RETENTION AGREEMENT**

 

THIS AMENDMENT(the “Amendment”) is made to the Retention Agreement between Washington GroupInternational, Inc., a Delaware Corporation (the “Company”) and                 ****                 (the “Employee”) dated March 14, 2001, (the “Agreement”).  This Amendment is made as of this 20th dayof August, 2002.

 

The Companypreviously entered into the Agreement with the Employee to assure that theCompany would have the continued dedication of the Employee during a period inwhich there was a possibility of a significant restructuring or change ofcontrol of the Company.  The Company hasdetermined that it is in its best interests to extend the Agreement with theEmployee, as modified by this Amendment, to assure the continued dedication ofthe Employee for an additional period of time. To accomplish this objective, the Board has authorized the Company toenter into this Amendment.  Capitalizedterms in this Amendment have the definition used in the Agreement except whereotherwise specified.

 

Inconsideration of the mutual promises set forth below, and for other good andvaluable consideration, the sufficiency of which is acknowledged, the Companyand the Employee hereby agree to amend the Agreement as follows:

 

6.                                       Thedefinition of “Change of Control” is amended to read as follows:

 

“Change inControl” means and includes the occurrence of any one of the followingevents:

 

(v)                                 individualswho, as of May 31, 2002, constitute the Board (the “Incumbent Directors”) ceasefor any reason to constitute at least a majority of the Board, provided thatany person becoming a director after May 31, 2002, and whose election ornomination for Election was approved by a vote of at least a majority of theIncumbent Directors then on the Board (either by a specific vote or by approvalof the proxy statement of the Company in which such person is named as anominee for director, without written objection to such nomination) shall be anIncumbent Director; provided,however, that no individualinitially elected or nominated as a director of the Company as a result of an actual or threatened electioncontest (as described in Rule 14a-11 under the 1934 Act (“Election Contest”) orother actual or threatened solicitation of proxies or consents by or on behalfof any “person” (as such term is defined in Section 3(a)(9) of the 1934 Act andas used in Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than the Board(“Proxy Contest”), including by reason of any agreement intended to avoid orsettle any Election Contest or Proxy Contest, shall be deemed an IncumbentDirector;

 

(vi)                              anyperson becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934Act), directly or indirectly, of securities of the Company

 

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representing33% or more of the combined voting power of the Company’s then outstandingsecurities eligible to vote for the election of the Board (the “CorporationVoting Securities”); provided,however, that the event describedin this paragraph (ii) shall not be deemed to be a Change in Control of theCompany by virtue of any of the following acquisitions: (A)  any acquisition by Mr. Dennis R. Washingtondirectly, or indirectly through his affiliates and associates, (B) anacquisition by the Company which reduces the number of Corporation VotingSecurities outstanding and thereby results in any person acquiring beneficialownership of more than 33% of the outstanding Corporation Voting Securities;(C) an acquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any Parent or Subsidiary, (D) an acquisition by anunderwriter temporarily holding securities pursuant to an offering of suchsecurities, or (E) an acquisition pursuant to a Non-Qualifying Transaction (asdefined in paragraph (iii)); or

 

(vii)                           theconsummation of a reorganization, merger, consolidation, statutory shareexchange or similar form of corporate transaction involving the Company thatrequires the approval of the Company’s stockholders, whether for such transactionor the issuance of securities in the transaction (a “Reorganization”), or thesale or other disposition of all or substantially all of the Company’s assetsto an entity that is not an affiliate of the Company (a “Sale”), unlessimmediately following such Reorganization or Sale; (A) more than 50% of thetotal voting power of (x) the company resulting from such Reorganization or thecompany which has acquired all or substantially all of the assets of theCompany (in either case, the “Surviving Corporation”), or (y) if applicable,the ultimate parent corporation that directly or indirectly has beneficialownership of 100% of the voting securities eligible to elect directors of theSurviving Corporation (the “Parent Corporation”), is represented by the CompanyVoting Securities that were outstanding immediately prior to suchReorganization or Sale (or, if applicable, is represented by shares into whichsuch Corporation Voting Securities were converted pursuant to suchReorganization or Sale), (B) no person (other than (w) the Company, (x) DennisR. Washington directly, or indirectly through his affiliates and associates,(y) any employee benefit plan (or related trust) sponsored or maintained by theSurviving Corporation or the Parent Corporation, or (z) a person whoimmediately prior to the Reorganization or Sale was the beneficial owner of 33%or more of the outstanding Corporation Voting Securities) is the beneficialowner, directly or indirectly, of 33% or more of the total voting power of theoutstanding voting securities eligible to elect directors of the ParentCorporation (or, if there is no Parent Corporation, the Surviving Corporation),and (C) at least a majority of the members of the board of directors of theParent Corporation (or, if there is no Parent Corporation, the SurvivingCorporation) following the consummation of the Reorganization or Sale wereIncumbent Directors at the time of the Board’s approval of the execution of theinitial agreement

 

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providing forsuch Reorganization or Sale (any Reorganization or Sale which satisfies all ofthe criteria specified in (A) (B) and (C) above shall be deemed to be a“Non-Qualifying Transaction”); or

 

(viii)                        approvalby the stockholders of the Company of a complete liquidation or dissolution ofthe Company unless such transaction is a Non-Qualifying Transaction.

 

7.                                       Thedefinition of “Target Bonus” is amended to read as follows:

 

“TargetBonus” means (a) 100% of the Employee’s Base Salary as in effect on March31, 2001, for purposes of calculating the retention bonus payable to theEmployee in 2001 and 2002 under paragraph 3; (b) 100% of the Employee’s BaseSalary as in effect on December 31, 2002, for purposes of calculating theretention bonus payable to the Employee in 2003 under paragraph 3; and (c) 100%of the Employee’s Base Salary as in effect on the Employee’s last day ofemployment with the Company for purposes of calculating the severance benefitpayable to the Employee under paragraph 4.

 

8.                                       Paragraph3 of the Agreement is amended in its entirety to read as follows:

 

Retention Bonus.  The Company will pay to the Employee a retention bonus equal to1.5 times the Employee’s Target Bonus, payable in cash in three equalinstallments on, or as soon as reasonably practical after, September 1, 2001,March 1, 2002, and September 1, 2002. The Company will pay to the Employee a second retention bonus equal tothe Employee’s Target Bonus, payable in cash in two equal installments on, oras soon as reasonably practical after, March 1, 2003, and September 1,2003.  However, the Employee must beemployed by the Company on the applicable payment date to receive the paymentdue on that date. (Notwithstanding the foregoing, if the Employee’s employmentwith the Company terminates before a particular payment date because of theEmployee’s death or Disability, the Company will pay to the Employee (or theEmployee’s estate in the case of death) a prorated portion of the retentionbonus payment otherwise due on such payment date, based upon the number of daysthe Employee remained employed by the Company since the previous paymentdate.)  These retention bonuses willtake the place of all other incentive compensation, whether annual orlong-term, for the Company’s 2001 and 2002 fiscal years (except for any projectbonus the Employee may be eligible to receive).  If the Employee is eligible for a project bonus for 2001, theretention bonus payments payable on September 1, 2001, and March 1, 2002, underthis Agreement shall be offset against the project bonus for 2001.  If the Employee is eligible for a projectbonus for 2002, the retention bonus payments payable on September 1, 2002, andMarch 1, 2003, under this Agreement shall be offset against the project bonusfor 2002.  The retention bonus paymentpayable on September 1, 2003, shall be offset against any annual incentive orproject incentive compensation otherwise payable for the Company’s 2003 fiscalyear.

 

9.             Paragraph 4 of the Agreement is amended in its entiretyto read as follows:

 

Severance Benefit.  If, following a Change in Control, (i) the Employee’s employmentwith the Company or its subsidiaries is terminated before December 31, 2003,(other than

 

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a terminationfor Cause or by reason of the Employee’s death, Disability or voluntaryresignation or retirement) or (ii) the Employee’s Base Salary is reduced or theEmployee is asked to relocate to a city more than 50 miles from the office orlocation in which the Employee is based on the date of the Change in Controland the Employee resigns employment before December 31, 2003, rather thanaccepting such reduction in Base Salary or relocation, the Employee shall beentitled to (1) a prorated portion of the next retention bonus payment, if any,that otherwise would be payable to the Employee if no termination had occurred,based upon the number of days the Employee remained employed by the Companysince the previous payment date and (2) an amount equal to two times the sum of(a) the Employee’s Base Salary as of the date of termination and (b) theEmployee’s Target Bonus.  Absent aChange in Control, if the Employee’s employment with the Company or itssubsidiaries is terminated before December 31, 2003, (other than a terminationfor Cause or by reason of the Employee’s death, Disability or voluntaryresignation or retirement), the Employee shall be entitled to (1) a proratedportion of the next retention bonus payment, if any, that otherwise would bepayable to the Employee if no termination had occurred, based upon the numberof days the Employee remained employed by the Company since the previouspayment date and (2) an amount equal to the sum of (a) the Employee’s BaseSalary as of the date of termination and (b) the Employee’s Target Bonus.  The Company shall pay these severancebenefits to the Employee in a single lump sum cash payment within fifteen (15)days after the Employee’s final regular salary payment.  If the Employee’s employment with theCompany or its subsidiaries is terminated for Cause or by reason of theEmployee’s death, Disability or voluntary resignation or retirement, theEmployee is not entitled to any severance benefit under this paragraph.  Any amounts owed to the Employee under thisparagraph shall be subject to offset for amounts owed the Employee under anyother plan or agreement providing for continuation of Compensation aftertermination of employment or for any other form of severance benefits thatduplicate the benefits provided hereunder. Notwithstanding the foregoing, any compensation for services rendered orconsulting fees earned after the date of termination shall not diminish theEmployee’s right to receive all severance benefits due under this paragraph.

 

IN WITNESSWHEREOF, the parties hereto have duly executed and delivered this Agreement asof the date first above written.

 
|   | **WASHINGTON GROUP INTERNATIONAL, INC.** |
|--------|------------------------------------------|
|   |                                     |
|   | By:                                      |   |   |
|   |                                     |
|   | **EMPLOYEE:**                            |
|   |                                     |
|   |                                     |   |
|   | [ Name ]                                 |
|        |                                          |  |  |  |

 

 

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**SCHEDULE TO EXHIBIT10.18.2**

 

 

**AMENDMENTS TO WGI RETENTION AGREEMENTSWITH NAMED EXECUTIVES**

 

 

**EACH DATED AS OF AUGUST 20, 2002**

 

 

George H. Juetten

Ambrose L. Schwallie

G. Bret Williams

Thomas H. Zarges

 

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