Form of 2010 Long-Term Incentive Compensation Plan




 Exhibit 10.6 

2010 LONG-TERM INCENTIVE PLAN 

OF THE BABCOCK & WILCOX COMPANY 

ARTICLE I 

Establishment, Objectives and Duration 

1.1 Establishment of the Plan. The Babcock & Wilcox Company, a corporation organized and existing under
the laws of the State of Delaware (hereinafter referred to as the “Company”), hereby establishes an incentive compensation plan to be known as the 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company (hereinafter referred
to as this “Plan”), as set forth in this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units (each as hereinafter
defined). 
 This Plan shall become effective as of
                         (the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof.

 1.2 Objectives. This Plan is designed to promote the success and enhance the value of the Company by
linking the personal interests of Participants (as hereinafter defined) to those of the Company’s stockholders, and by providing Participants with an incentive for outstanding performance. This Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract and retain the employment and/or services of Participants. 

1.3 Duration. This Plan, as amended and restated, shall commence on the Effective Date, as described in
Section 1.1 hereof, and shall remain in effect, subject to the right of the Board of Directors (as hereinafter defined) to amend or terminate this Plan at any time pursuant to Article 15 hereof, until all Shares (as hereinafter defined)
subject to it shall have been purchased or acquired according to this Plan’s provisions; provided, however, that in no event may an Award (as hereinafter defined) be granted under this Plan on or after
                    . 

ARTICLE 2 

Definitions 

As used in this Plan, the following terms shall have the respective meanings set forth below: 

2.1 “Award” means a grant under this Plan of any Nonqualified Stock Option, Incentive Stock Option,
Restricted Stock, Restricted Stock Unit, Performance Share or Performance Unit. 
 2.2 “Award
Agreement” means an agreement entered into by the Company and a Participant, setting forth the terms and provisions applicable to an Award granted under this Plan. 

2.3 “Award Limitations” has the meaning ascribed to such term in Section 4.2. 

2.4 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to
such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. 
 2.5 “Board”
or “Board of Directors” means the Board of Directors of the Company. 
  

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 2.6 “Change in Control” means the occurrence of a
“change in control event” with respect to the Company as defined in Treasury Regulation 1.409A-3(i)(5) as it may be amended; provided however, in no event shall a Change in Control be deemed to have occurred with respect to a Participant
if the Participant is part of the purchasing group which consummates a transaction resulting in a Change in Control. A Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an
equity participant in the purchasing company or group (except for: (i) passive ownership of less than three percent (3%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or
group which is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing Directors). 

2.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 

2.8 “Committee” means the Compensation Committee of the Board, or such other committee of the Board
appointed by the Board to administer this Plan (or the entire Board if so designated by the Board by written resolution), as specified in Article 3 hereof. 

2.9 “Company” means The Babcock & Wilcox Company, a corporation organized and existing under
the laws of the State of Delaware, and, except where the context otherwise indicates, shall include the Company’s Subsidiaries and, except with respect to the definition of “Change in Control” set forth above and the application of
any defined terms used in such definition, any successor to any of such entities as provided in Article 18 hereof. 

2.10 “Consultant” means a natural person who is neither an Employee nor a Director and who performs
services for the Company or a Subsidiary pursuant to a contract, provided that those services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market
for the Company’s securities. 
 2.11 “Director” means any individual who is a member of
the Board of Directors; provided, however, that any member of the Board of Directors who is employed by the Company shall be considered an Employee under this Plan. 

2.12 “Disability” in the case of an Employee, shall have the meaning ascribed to such term in the
Company’s governing long-term disability plan, as determined by the Committee in good faith, upon receipt of medical advice that the Committee deems sufficient and competent, from one or more individuals selected by the Committee who are
qualified to provide professional medical advice. 
 2.13 “Economic Value Added” means net
operating profit after tax minus the product of capital and the cost of capital. 
 2.14
“Effective Date” shall have the meaning ascribed to such term in Section 1.1 hereof. 

2.15 “Employee” means any person who is employed by the Company or has previously been employed
by the Company. 
 2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended
from time to time. 
 2.17 “ERISA” means the Employee Retirement Income Security Act of 1974,
as amended from time to time. 
 2.18 “Fair Market Value” of a Share shall mean, as of a
particular date, (a) if Shares are listed on a national securities exchange, the closing sales price per Share on the consolidated transaction reporting system for the principal national securities exchange on which Shares are listed on that
date, or, if no such sale is so reported on that date, on the last preceding date on which such a sale was so reported, (b) if no Shares are so listed but are traded on an over-the-counter market, the mean between the closing bid and asked
prices for Shares on that date, or, if there are no such quotations available for that date, on the last preceding date for which such quotations are available, as reported by the National Quotation Bureau Incorporated, or (c) if no Shares are
publicly traded, the most recent value determined by an independent appraiser appointed by the Company for that purpose. 
  

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 2.19 “Fiscal Year” means the year commencing January 1
and ending December 31. 
 2.20 “Incentive Stock Option” or “ISO” means
an Option to purchase Shares granted under Article 6 hereof and which is designated as an Incentive Stock Option and is intended to meet the requirements of Code Section 422, or any successor provision. 

2.21 “Named Executive Officer” means a Participant who, as of the date of vesting and/or payout of an
award is one of the group of “covered employees” as defined in Section 162(m) of the Code and the regulations promulgated thereunder. 

2.22 “Nonqualified Stock Option” or “NQSO” means an option to purchase Shares granted
under Article 6 hereof and which is not an Incentive Stock Option. 
 2.23 “Officer” means an
Employee of the Company included in the definition of “Officer” under Section 16 of the Exchange Act and rules and regulations promulgated thereunder or such other Employees who are designated as “Officers” by the Board.

 2.24 “Option” means an Incentive Stock Option or a Nonqualified Stock Option. 

2.25 “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an
Option, as determined by the Committee. 
 2.26 “Participant” means an eligible Officer,
Director, Consultant or Employee who has been selected for participation in this Plan in accordance with Section 5.2. 

2.27 “Performance-Based Award” means an Award that is designed to qualify for the Performance-Based
Exception. 
 2.28 “Performance-Based Exception” means the performance-based exception from the
deductibility limitations of Code Section 162(m). 
 2.29 “Performance Period” means, with
respect to a Performance-Based Award, the period of time during which the performance goals specified in such Award must be met in order to determine the degree of payout and/or vesting with respect to that Performance-Based Award. 

2.30 “Performance Share” means an Award designated as such and granted to an Employee, as described in
Article 8 hereof. 
 2.31 “Performance Unit” means an Award designated as such and granted to
an Employee, as described in Article 8 herein. 
 2.32 “Period of Restriction” means the period
during which the transfer of Shares of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its sole discretion) as set
forth in the related Award Agreement, and/or the Shares are subject to a substantial risk of forfeiture, as provided in Article 7 hereof. 

2.33 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act
and used in Section 13(d) and 14(d) thereof, including a “group” (as that term is used in Section 13(d)(3) thereof). 

2.34 “Restricted Stock” means an Award designated as such and granted to a Participant pursuant to
Article 7 hereof. 
  

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 2.35 “Restricted Stock Unit” or “RSU”
means a contractual promise to distribute to a Participant one Share or cash equal to the Fair Market Value of one Share, determined in the sole discretion of the Committee, which shall be delivered to the Participant upon satisfaction of the
vesting and any other requirements set forth in the related Award Agreement. 
 2.36
“Retirement” shall have the meaning ascribed to such term by the Committee, as set forth in the applicable Award Agreement. 

2.37 “Shares” means the common stock, par value $0.01 per share, of the Company. 

2.38 “Subsidiary” means any corporation, partnership, joint venture, affiliate or other entity in which
the Company has a majority voting interest and which the Committee designates as a participating entity in this plan. 

2.39 “Vesting Period” means the period during which an Award granted hereunder is subject to a service
or performance-related restriction, as set forth in the related Award Agreement. 
 ARTICLE 3 

Administration 

3.1 The Committee. This Plan shall be administered by the Committee. The members of the Committee shall be
appointed from time to time by, and shall serve at the discretion of, the Board of Directors. 
 3.2
Authority of the Committee. Except as limited by law or by the Articles of Incorporation or Amended and Restated By-Laws of the Company (each as amended from time to time), the Committee shall have full and exclusive power and authority to take
all actions specifically contemplated by this Plan or that are necessary or appropriate in connection with the administration hereof and shall also have full and exclusive power and authority to interpret this Plan and to adopt such rules,
regulations and guidelines for carrying out this Plan as the Committee may deem necessary or proper. The Committee shall have full power and sole discretion to: select Officers, Directors, Consultants and Employees who shall be granted Awards under
this Plan; determine the sizes and types of Awards; determine the time when Awards are to be granted and any conditions that must be satisfied before an Award is granted; determine the terms and conditions of Awards in a manner consistent with this
Plan; determine whether the conditions for earning an Award have been met and whether a Performance-Based Award will be paid at the end of an applicable performance period; determine the guidelines and/or procedures for the payment or exercise of
Awards; and determine whether a Performance-Based Award should qualify, regardless of its amount, as deductible in its entirety for federal income tax purposes, including whether a Performance-Based Award granted to an Officer should qualify as
performance-based compensation. The Committee may, in its sole discretion, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of
this Plan or any Award or otherwise amend or modify any Award in any manner that is either (a) not adverse to the Participant to whom such Award was granted or (b) consented to in writing by such Participant, and (c) consistent with
the requirements of Code Section 409A, if applicable. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or
desirable to further this Plan’s objectives. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of this Plan. As permitted by law and the terms of this Plan, the Committee may
delegate its authority as identified herein. 
 3.3 Delegation of Authority. To the extent permitted
under applicable law, the Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish; provided however, the
Committee may not delegate any authority to grant Awards to a Director. 
  

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 3.4 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of this Plan and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons concerned, including the Company, its stockholders, Officers, Directors, Employees,
Consultants, Participants and their estates and beneficiaries. 
 ARTICLE 4 

Shares Subject to this Plan 

4.1 Number of Shares Available for Grants of Awards. Subject to adjustment as provided in Section 4.3 hereof,
there is reserved for issuance of Awards under this Plan ten million (10,000,000) Shares. Shares subject to Awards under this Plan that are cancelled, forfeited, terminated or expire unexercised, shall immediately become available for the
granting of Awards under this Plan. Additionally, The Committee may from time to time adopt and observe such procedures concerning the counting of Shares against this Plan maximum as it may deem appropriate. 

4.2 Limits on Grants in Any Fiscal Year. The following rules (“Award Limitations”) shall apply to grants
of Awards under this Plan: 
 (a) Options. The maximum aggregate number of Shares
issuable pursuant to Awards of Options that may be granted in any one Fiscal Year of the Company to any one Participant shall be one million two hundred thousand (1,200,000). 

(b) Restricted Stock and Restricted Stock Units. The maximum aggregate number of Shares
subject to Awards of Restricted Stock and RSUs that may be granted in any one Fiscal Year to any one Participant shall be one million two hundred thousand (1,200,000). 

(c) Performance Shares. The maximum aggregate number of Shares subject to Awards of
Performance Shares that may be granted in any one Fiscal Year to any one Participant shall be one million two hundred thousand (1,200,000). 

(d) Performance Units. The maximum aggregate cash payout with respect to Performance Units
granted in any one Fiscal Year to any one Participant shall be six million dollars, with such cash value determined as of the date of each grant. 

4.3 Adjustments in Authorized Shares. The existence of outstanding Awards shall not affect in any manner the right
or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Shares) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its
assets or business or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above. 

If there shall be any change in the Shares of the Company or the capitalization of the Company through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, split-up, spin-off, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution (other than
normal cash dividends) to stockholders of the Company, the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall adjust, in such manner as it deems equitable, as
applicable, the number and kind of Shares that may be granted as Awards under this Plan, the number and kind of Shares subject to outstanding Awards, the exercise or other price applicable to outstanding Awards, the Awards Limitations, the Fair
Market Value of the Shares and other value determinations applicable to outstanding Awards; provided, however, that the number of Shares subject to any Award shall always be a whole number. In the event of a corporate merger, consolidation,
acquisition of property or stock, 
  

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separation, reorganization or liquidation, the Committee shall be authorized, in its sole discretion, to: (a) grant or assume Awards by means of substitution of new Awards, as appropriate,
for previously granted Awards or to assume previously granted Awards as part of such adjustment; (b) make provision, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to,
Awards and the termination of Options that remain unexercised at the time of such transaction; (c) provide for the acceleration of the vesting and exercisability of Options and the cancellation thereof in exchange for such payment as the
Committee, in its sole discretion, determines is a reasonable approximation of the value thereof; (d) cancel any Awards and direct the Company to deliver to the Participants who are the holders of such Awards cash in an amount that the
Committee shall determine in its sole discretion is equal to the fair market value of such Awards as of the date of such event, which, in the case of any Option, shall be the amount equal to the excess of the Fair Market Value of a Share as of such
date over the per-share exercise price for such Option (for the avoidance of doubt, if such exercise price is less than such Fair Market Value, the Option may be canceled for no consideration); or (e) cancel Awards that are Options and give the
Participants who are the holders of such Awards notice and opportunity to exercise prior to such cancellation. 
 ARTICLE 5

 Eligibility and Participation 

5.1 Eligibility. Persons eligible to participate in this Plan include all Officers, Directors, Employees and
Consultants, as determined in the sole discretion of the Committee. 
 5.2 Actual Participation. Subject
to the provisions of this Plan, the Committee may, from time to time, select from all Officers, Directors, Employees and Consultants, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Officer,
Director, Employee or Consultant shall have the right to be selected for Participation in this Plan, or, having been so selected, to be selected to receive a future award. 

ARTICLE 6 

Options 

6.1 Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in
such number, upon such terms, at any time, and from time to time, as shall be determined by the Committee; provided, however, that ISOs may be awarded only to Employees. Subject to the terms of this Plan, the Committee shall have discretion
in determining the number of Shares subject to Options granted to each Participant. 
 6.2 Option Award
Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine
that are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO (provided that, in the absence of such specification, the Option shall be an NQSO). 

6.3 Option Price. The Option Price for each grant of an Option under this Plan shall be as determined by the
Committee; provided, however, that, subject to any subsequent adjustment that may be made pursuant to the provisions of Section 4.3 hereof, the Option Price shall be not less than one hundred percent (100%) of the Fair Market Value
of a Share on the date the Option is granted. Except as otherwise provided in Section 4.3 hereof, without prior stockholder approval no repricing of Options awarded under this Plan shall be permitted such that the terms of outstanding Options
may not be amended to reduce the Option Price and further Options may not be 
  

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replaced or regranted through cancellation, in exchange for cash, other Awards, or if the effect of the replacement or regrant would be to reduce the Option Price of the Options or would
constitute a repricing under generally accepted accounting principles in the United States (as applicable to the Company’s public reporting). 

6.4 Duration of Options. Subject to any earlier expiration that may be effected pursuant to the provisions of
Section 4.3 hereof, each Option shall expire at such time as the Committee shall determine at the time of grant; provided, however, that an Option shall not be exercisable later than the seventh (7th) anniversary date of its grant.

 6.5 Exercise of Options. Options granted under this Plan shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. 

6.6 Payment. Any Option granted under this Article 6 shall be exercised by the delivery of a notice of exercise to
the Company in the manner prescribed in the related Award Agreement, setting forth the number of Shares with respect to which the Option is to be exercised, and either (i) accompanied by full payment of the Option Price for the Shares issuable
on such exercise or (ii) exercised in a manner that is in accordance with applicable law and the “cashless exercise” procedures (if any) approved by the Committee involving a broker or dealer. 

The Option Price upon exercise of any Option shall be payable to the Company in full: (a) in cash; (b) by
tendering previously acquired Shares valued at their Fair Market Value per Share at the time of exercise (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender);
(c) by a combination of (a) and (b); or (d) any other method approved by the Committee, in its sole discretion. 

Subject to any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and
full payment, the Company shall deliver to the Participant, in the Participant’s name, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option. 

6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired
pursuant to the exercise of an Option granted under this Plan as it may deem advisable, including, without limitation, restrictions under applicable U.S. federal securities laws, under the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. 

6.8 Termination of Employment, Service or Directorship. Each Option Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise the Option following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to an Option Award, need not be uniform among all Options granted pursuant to this Article 6 and may reflect distinctions based on
the reasons for termination. 
 6.9 Transferability of Options. 

(a) Incentive Stock Options. No ISO granted under this Plan may be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder.
Further, all ISOs granted to a Participant under this Plan shall be exercisable during his or her lifetime only by such Participant. 

(b) Nonqualified Stock Options. Except as otherwise provided in a Participant’s Award
Agreement, NQSOs granted under this Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified

  

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domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s Award Agreement, all NQSOs
granted to a Participant under this Plan shall be exercisable during his or her lifetime only by such Participant. 
 ARTICLE
7 
 Restricted Stock 

7.1 Grant of Restricted Stock. Subject to the terms and provisions of this Plan, the Committee at any time, and
from time to time, may grant Shares as Restricted Stock (“Shares of Restricted Stock”) to Participants in such amounts as the Committee shall determine. 

7.2 Restricted Stock Award Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that
shall specify the Period of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine. 

7.3 Transferability. Except as provided in the Participant’s related Award Agreement and/or this Article 7,
the Shares of Restricted Stock granted to a Participant under this Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and
specified in the related Award Agreement entered into with that Participant, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Award Agreement. During the applicable
Period of Restriction, all rights with respect to the Restricted Stock granted to a Participant under this Plan shall be available during his or her lifetime only to such Participant. Any attempted assignment of Restricted Stock in violation of this
Section 7.3 shall be null and void. 
 7.4 Other Restrictions. The Committee may impose such other
conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to this Plan as it may deem advisable, including, without limitation, a 

requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement
of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals and/or restrictions under applicable U.S. federal or state securities laws. 

To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of
Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or have lapsed. 

7.5 Removal of Restrictions. Except as otherwise provided in this Article 7, Shares of Restricted Stock covered by
each Restricted Stock Award made under this Plan shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or have lapsed. 

7.6 Voting Rights. To the extent permitted by the Committee or required by law, Participants holding Shares of
Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares during the applicable Period of Restriction. 

7.7 Dividends. During the applicable Period of Restriction, Participants holding Shares of Restricted Stock
granted hereunder shall, unless the Committee otherwise determines, be credited with cash dividends paid with respect to the Shares, in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the
dividends that it deems appropriate. 
 7.8 Termination of Employment, Service or Directorship. Each
Restricted Stock Award Agreement shall set forth the extent to which the Participant shall have the right to receive unvested Shares of Restricted Stock following termination of the Participant’s employment, service or directorship with the
Company and/or its 
  

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Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to Shares of
Restricted Stock, need not be uniform among all Shares of Restricted Stock granted pursuant to this Article 7 and may reflect distinctions based on the reasons for termination. 

ARTICLE 8 

Performance Units and Performance Shares 

8.1 Grant of Performance Units/Shares. Subject to the terms of this Plan, Performance Units and Performance Shares
may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee. 

8.2 Value of Performance Units/Shares. Each Performance Unit shall have an initial value that is established by
the Committee at the time of grant. Each Performance Share shall have an initial value equal to one hundred percent (100%) of the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion
that, depending on the extent to which they are met, will determine the number and/or value of Performance Units/Shares which will be paid out to the Participant. 

8.3 Earning of Performance Units/Shares. Subject to the terms of this Plan, after the applicable Performance
Period has ended, the holder of Performance Units/Shares shall be entitled to receive payment of the number and value of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to
which the corresponding performance goals have been achieved. 
 8.4 Form and Timing of Payment of
Performance Units/Shares. Subject to the provisions of Article 12 hereof, Payment of earned Performance Units/Shares to a Participant shall be made no later than March 15 following the end of the calendar year in which such Performance
Units/Shares vest, or as soon as administratively practicable thereafter if payment is delayed due to unforeseeable events. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/Shares in the form
of cash or in Shares (or in a combination thereof) that have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period. Any Shares issued or transferred to a
Participant for this purpose may be granted subject to any restrictions that are deemed appropriate by the Committee. 

8.5 Termination of Employment, Service or Directorship. Each Award Agreement providing for a Performance
Unit/Share shall set forth the extent to which the Participant shall have the right to receive a payout of cash or Shares with respect to unvested Performance Unit/Shares following termination of the Participant’s employment, service or
directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with the Participant, need not be uniform among all Awards of
Performance Units/Shares granted pursuant to this Article 8 and may reflect distinctions based on the reasons for termination. 

8.6 Transferability. Except as otherwise provided in a Participant’s related Award Agreement, Performance
Units/Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I
of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s related Award Agreement, a Participant’s rights with respect to Performance Units/Shares granted to that Participant under this Plan shall be
exercisable during the Participant’s lifetime only by the Participant. Any attempted assignment of Performance Units/Shares in violation of this Section 8.6 shall be null and void. 

 

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 ARTICLE 9 

Restricted Stock Units 

9.1 Grant of RSUs. Subject to the terms and provisions of this Plan, the Committee at any time, and from time to
time, may grant RSUs to eligible Participants in such amounts as the Committee shall determine. 
 9.2 RSU
Award Agreement. Each RSU Award to a Participant shall be evidenced by an RSU Award Agreement entered into with that Participant, which shall specify the Vesting Period, the number of RSUs granted, and such other provisions as the Committee
shall determine in its sole discretion. 
 9.3 Transferability. Except as provided in a
Participant’s related Award Agreement, RSUs granted hereunder may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s related Award Agreement, a Participant’s rights with respect to an RSU Award
granted to that Participant under this Plan shall be available during his or her lifetime only to such Participant. Any attempted assignment of an RSU Award in violation of this Section 9.3 shall be null and void. 

9.4 Form and Timing of Delivery. If a Participant’s RSU Award Agreement provides for payment in cash, payment
equal to the Fair Market Value of the Shares underlying the RSU Award, calculated as of the last day of the applicable Vesting Period, shall be made in a single lump-sum payment. If a Participant’s RSU Award Agreement provides for payment in
Shares, the Shares underlying the RSU Award shall be delivered to the Participant. Such payment of cash or Shares shall be made no later than March 15 following the end of the calendar year during which the RSU Award vests, or as soon as
practicable thereafter if payment is delayed due to unforeseeable events. Such delivered Shares shall be freely transferable by the Participant. 

9.5 Voting Rights and Dividends. During the applicable Vesting Period, Participants holding RSUs shall not have
voting rights with respect to the Shares underlying such RSUs. During the applicable Vesting Period, Participants holding RSUs granted hereunder shall, unless the Committee otherwise determines, be credited with dividend equivalents, in the form of
cash or additional RSUs (as determined by the Committee in its sole discretion), if a cash dividend is paid with respect to the Shares. The extent to which dividend equivalents shall be credited shall be determined in the sole discretion of the
Committee. Such dividend equivalents shall be subject to a Vesting Period equal to the remaining Vesting Period of the RSUs with respect to which the dividend equivalents are paid. 

9.6 Termination of Employment, Service or Directorship. Each RSU Award Agreement shall set forth the extent to
which the applicable Participant shall have the right to receive a payout of cash or Shares with respect to unvested RSUs following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries.
Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to RSUs, need not be uniform among all RSUs granted pursuant to this Article 9 and
may reflect distinctions based on the reasons for termination. 
 ARTICLE 10 

Performance Measures 

10.1 Performance Measures. Unless and until the Committee proposes and shareholders approve a change in the
general performance measures set forth in this Article 10, the attainment of which may determine the degree of payout and/or vesting with respect to Awards to Named Executive Officers which are designed to qualify for the Performance-Based
Exception, the performance measure(s) to be used for purposes of such grants shall be chosen from among the following alternatives: 
  

	 	(a)	 Cash Flow; 


  

	 	(b)	 Cash Flow Return on Capital; 


  

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	 	(c)	 Cash Flow Return on Assets; 


  

	 	(d)	 Cash Flow Return on Equity; 


  

	 	(e)	 Net Income; 


  

	 	(f)	 Return on Capital; 


  

	 	(g)	 Return on Assets; 


  

	 	(h)	 Return on Equity; 


  

	 	(i)	 Share Price; 


  

	 	(j)	 Earnings Per Share; 


  

	 	(k)	 Earnings Before Interest and Taxes; 


  

	 	(l)	 Earnings Before Interest, Taxes, Depreciation and Amortization; 



 

	 	(m)	 Total and Relative Shareholder Return; 


  

	 	(n)	 Operating Income; 


  

	 	(o)	 Return on Net Assets; 


  

	 	(p)	 Gross or Operating Margins; 


  

	 	(q)	 Safety; and 


  

	 	(r)	 Economic Value Added or EVA. 



Subject to the terms of this Plan, each of these measures shall be defined by the Committee on a consolidated, group or
division basis or in comparison to one or more peer group companies or indices, and may include or exclude specified extraordinary items as defined by the Company’s auditors. 

10.2 Adjustments. The Committee shall have the sole discretion to adjust determinations of the degree of
attainment of the pre-established performance goals; provided, however, that Awards which are designed to qualify for the Performance-Based Exception and which are held by Named Executive Officers may not be adjusted upwards on a discretionary
basis. The Committee shall retain the discretion to adjust such Awards downward. 
 10.3 Compliance with Code
Section 162(m). In the event that applicable tax and/or securities laws or regulations change to permit Committee discretion to alter the governing performance measures without obtaining shareholder approval of such changes, the Committee
shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards to Named Executive Officers which shall not qualify for the
Performance-Based Exception, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and the regulations issued thereunder. Any performance-based Awards granted to Officers or Directors that are not
intended to qualify as qualified performance-based compensation under Section 162(m) of the Code shall be based on achievement of such performance measure(s) and be subject to such terms, conditions and restrictions as the Committee shall
determine. 
 ARTICLE 11 

Beneficiary Designation 

Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under this Plan is to be paid in case of the Participant’s 
  

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death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and
will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the
Participant’s estate. 
 ARTICLE 12 

Deferrals 

The Committee may, in its sole discretion, permit selected Participants to elect to defer payment of some or all types of
Awards, or may provide for the deferral of an Award in an Award Agreement; provided, however, that the timing of any such election and payment of any such deferral shall be specified in the Award Agreement and shall conform to the requirements of
Code Section 409A(a)(2), (3) and (4) and the regulations and rulings issued thereunder. Any deferred payment, whether elected by a Participant or specified in an Award Agreement or by the Committee, may be forfeited if and to the
extent that the applicable Award Agreement so provides. 
 ARTICLE 13 

Rights of Employees, Directors and Consultants 

13.1 Employment or Service. Nothing in this Plan shall interfere with or limit in any way the right of the Company
to terminate any Participant’s employment or service at any time, nor confer upon any Participant any right to continue in the employ or service of the Company. 

13.2 No Contract of Employment. Neither an Award nor any benefits arising under this Plan shall constitute part of
a Participant’s employment contract with the Company or any Subsidiary, and accordingly, subject to the provisions of Article 15 hereof, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of
the Board without giving rise to liability on the part of the Company or any Subsidiary for severance payments. 

13.3 Transfers Between Participating Entities. For purposes of this Plan, a transfer of a Participant’s
employment between the Company and a Subsidiary, or between Subsidiaries, shall not be deemed to be a termination of employment. Upon such a transfer, the Committee may make such adjustments to outstanding Awards as it deems appropriate to reflect
the change in reporting relationships. 
 ARTICLE 14 

Change in Control 

The treatment of outstanding Awards upon the occurrence of a Change in Control, unless otherwise specifically prohibited
under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges shall be determined in the sole discretion of the Committee and shall be described in the Award Agreements and need not be
uniform among all Participants or Awards granted pursuant to this Plan. 
  

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 ARTICLE 15 

Amendment, Modification and Termination 

15.1 Amendment, Modification, and Termination. The Board may at any time and from time to time, alter, amend,
suspend or terminate this Plan in whole or in part, provided, however, that shareholder approval shall be required for any amendment that materially alters the terms of this Plan or is otherwise required by applicable legal requirements. No
amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant. 

15.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make
adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.3 hereof) affecting the Company or the financial
statements of the Company or in recognition of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the
benefits or potential benefits intended to be made available under this Plan. 
 ARTICLE 16 

Withholding 

The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery
or vesting of cash or Shares under this Plan, or at the time applicable law otherwise requires, an appropriate amount of cash or number of Shares or a combination thereof for payment of taxes required by law or to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may permit withholding to be satisfied by the transfer to the Company of Shares theretofore owned by the holder of the Award with respect
to which withholding is required. If Shares are used to satisfy tax withholding, such Shares shall be valued at their Fair Market Value on the date when the tax withholding is required to be made. 

ARTICLE 17 

Indemnification 

Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom
the Committee has delegated authority in accordance with Article 3 hereof, shall be indemnified and held harmless by the Company against and from: (a) any loss, cost, liability, or expense that may be imposed upon or reasonable incurred by him
or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan, except for any such action or
failure to act that constitutes willful misconduct on the part of such person or as to which any applicable statute prohibits the Company from providing indemnification; and (b) any and all amounts paid by him or her in settlement of any claim,
action, suit or proceeding as to which indemnification is provided pursuant to clause (a) of this sentence, with the Company’s approval, or paid by him or her in satisfaction of any judgment or award in any such action, suit or proceeding
against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. 

The foregoing right of indemnification shall be in addition to any other rights of indemnification to which such persons
may be entitled under the Company’s Articles of Incorporation or Amended and Restated By-Laws (each, as amended from time to time), as a matter of law, or otherwise. 
  


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 ARTICLE 18 

Successors 

All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor
to the Company, whether the existence of such successor is the direct or indirect result of a merger, consolidation, purchase of all or substantially all of the business and/or assets of the Company or other transaction. 

ARTICLE 19 

General Provisions 

19.1 Restrictions and Legends. No Shares or other form of payment shall be issued or transferred with respect to
any Award unless the Company shall be satisfied that such issuance or transfer will be in compliance with applicable U.S. federal and state securities laws. The Committee may require each person receiving Shares pursuant to an Award under this Plan
to represent to and agree with the Company in writing that the Participant is acquiring the Shares for investment without a view to distribution thereof. Any certificates evidencing Shares delivered under this Plan (to the extent that such Shares
are so evidenced) may be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or
transaction reporting system upon which the Shares are then listed or to which they are admitted for quotation and any applicable U.S. federal or state securities law. In addition to any other legend required by this Plan, any certificates for such
Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares. 

19.2 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall
include the feminine, the plural shall include the singular and the singular shall include the plural. 

19.3 Severability. If any provision of this Plan shall be held illegal or invalid for any reason, the illegality
or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 

19.4 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to
all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 

19.5 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the
transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange or transaction reporting system on which the Shares are listed or to which
the Shares are admitted for quotation. 
 19.6 Unfunded Plan. Insofar as this Plan provides for Awards of
cash, Shares or rights thereto, it will be unfunded. Although the Company may establish bookkeeping accounts with respect to Participants who are entitled to cash, Shares or rights thereto under this Plan, it will use any such accounts merely as a
bookkeeping convenience. Participants shall have no right, title or interest whatsoever in or to any investments that the Company may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative or any other person. To the extent that any person
acquires a right to receive payments from the Company under this Plan, such right 
  

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shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or
separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts, except as expressly set forth in this Plan. This Plan is not intended to be subject to ERISA. 

19.7 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award.
The Committee shall determine whether cash, Awards or other property shall be delivered or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated. 

19.8 Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the extent not
otherwise governed by mandatory provisions of the Code or the securities laws of the United States, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflicts of laws provisions
thereof that would result in the application of the laws of any other jurisdiction. 
  

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