EXHIBIT 10.17


 


WASHINGTON
GROUP INTERNATIONAL, INC.


EQUITY AND
PERFORMANCE INCENTIVE PLAN


 


PERFORMANCE UNIT PARTICIPANT
AGREEMENT


 


This Agreement (the “Agreement”), dated as of                              ,
is made by and between Washington Group International, Inc., a Delaware
corporation hereinafter referred to as “Corporation”, and                                                     ,
an employee of the Corporation or Subsidiary of the Corporation, hereinafter
referred to as “Participant.”


 


WHEREAS, the Corporation wishes to afford the
Participant an opportunity to earn incentive compensation under the Corporation’s
Long-Term Incentive Program (“LTIP”) by achieving objectives that are in the
long-term interest of the Corporation and its shareholders; and


 


WHEREAS, the Board may authorize the granting
of Performance Units under the Plan (as hereinafter defined), the terms of
which are hereby incorporated herein by reference and made a part hereof; and


 


WHEREAS, the Board has authorized the grant
of Performance Units to the Participant by a resolution duly adopted on                                                 ,
and incorporated herein by reference;


 


NOW, THEREFORE, in consideration of the
mutual covenants contained herein and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto do agree as
follows:


 


ARTICLE I


 


DEFINITIONS


 


Wherever the following terms are used in this
Agreement with initial capital letters, they shall have the meanings specified
in the Plan unless the context clearly indicates otherwise.


 


Section 1.1
– Board


Section 1.2 – Change in
Control


Section 1.3 – Code


Section 1.4 - Common
Shares


Section 1.5 -
Corporation


Section 1.6
– Management Objectives


Section 1.7
– Subsidiary


Section 1.8
– Years of Service


 


Wherever the following terms are used in this
Agreement with initial capital letters, they shall have the meanings specified
below unless the context clearly indicates otherwise.  The masculine pronoun shall include the
feminine and neuter, and the singular the plural, where the context so
indicates.


 

















 


Section 1.9 - Beneficiary


 


“Beneficiary” means the person or persons
properly designated by the Participant to receive the Participant’s benefits
under this Agreement in the event of the Participant’s death, or if the
Participant has not designated such person or persons, or such person or
persons shall all have pre-deceased the Participant,
the executor, administrator, or personal representative of the Participant’s
estate.  Designation, revocation, and
redesignation of beneficiaries must be made in writing in accordance with rules established
by the Corporation and shall be effective upon delivery to the Corporation.


 


Section 1.10 - Compensation Committee


 


“Compensation Committee” means the compensation
committee of the Board, as constituted from time to time.


 


Section 1.11 – Par Value


 


“Par
Value” means the value assigned to each Performance Unit at the time of grant
and represents the amount that the Corporation will pay for each Performance
Unit if the Corporation achieves 100% of its predetermined Management
Objectives during the applicable Performance Period.


 


Section 1.12 – Performance Period


 


“Performance
Period” means the three-fiscal-year period of the Corporation commencing                                   ,
and ending                                        ;
provided, however, that the Performance Period may be shortened in the event of
a Change in Control as set forth in Section 4.4.


 


Section 1.13 – Performance Unit


 


“Performance Unit” means a bookkeeping entry
that records a right to payment, the value of which is contingent upon
performance as measured against pre-determined Management Objectives over the
Performance Period.


 


Section 1.14 - Plan


 


“Plan” means the Washington Group International, Inc.
Equity and Performance Incentive Plan, as the same may be amended or restated
from time to time.


 


ARTICLE II


AWARD OF
PERFORMANCE UNITS


 


Section 2.1 – Grant of Award


 


In consideration of the Participant’s
execution of this Agreement and for other good and valuable consideration, on
the date hereof, the Corporation irrevocably awards to the Participant          
Performance Units with a Par Value of $10.00 per unit, upon the terms and
subject to the conditions set forth in the Plan and in this Agreement.


 


Section 2.2 – Performance Measures


 


The Management Objectives that will be used
to determine the actual value of the Performance Units awarded under this
Agreement will be the Corporation’s average earnings per share (“EPS”) of


 

















 


Common Shares during the
Performance Period and the Corporation’s average return on invested capital (“ROIC”)
during the Performance Period.  A
separate target goal for each Management Objective (EPS and ROIC) has been
established for each year of the Performance Period.  These target goals are set forth on Exhibit A
to this Agreement.  The average EPS and
the average ROIC will be determined by calculating the percentage of the target
goal achieved each year (i.e., dividing each year’s actual results for EPS and
ROIC by the respective target goal for that year) and then calculating the
average of the percentages for all years in the Performance Period (i.e.,
adding the percentages and dividing by the number of years in the Performance
Period).


 


Example:  If Corporate ROIC equaled 100% of the
target goal in [first year], 120% of the target goal in [second year] and 110%
of the target goal in [third year], then the three-year average ROIC would
equal 110%.


 


EPS for any year will be calculated by
dividing net income (as defined for the Short-Term Incentive Plan) by the
weighted average number of Common Shares outstanding during the year, excluding
shares issued upon the exercise of warrants issued under the Company’s plan of
reorganization.


 


ROIC for any year will be calculated by
dividing net income (as defined for the Short-Term Incentive Plan) + tax
effected interest expense by the average equity and debt (excluding cash in
excess of $50 million).


 


All amounts will be determined by the
Corporation’s finance department and certified by the Compensation Committee.


 


Section 2.3 – Performance Unit Values


 


At the end of the Performance Period, the
Compensation Committee shall value each Performance Unit using the Performance Unit Value Matrix set forth in Exhibit A
and the Corporation’s actual results during the Performance Period.  Notwithstanding any other provision of this
Agreement or the Plan, no Performance Unit awarded under this Agreement may
have a value greater than $20.00.  For
levels of actual performance between any two amounts set forth on the
Performance Unit Value Matrix, the value of the Performance Units will be
calculated by prorating between the values assigned to the specified
performance levels, giving equal weighting to each Management Objective.


 


ARTICLE III


 


Section 3.1 – Payment in Ordinary Course


 


If the Participant remains actively employed
with the Corporation or a Subsidiary through the date of payment, the value of
the Performance Units shall be paid to the Participant as soon as
administratively practical after the February Board meeting following the
end of the Performance Period.  Payment
shall be in cash except that the Compensation Committee may determine in its
discretion to permit payment in the form of Common Shares or Deferred Shares or
an election to receive Deferred Shares of the Corporation, subject to
availability under the Plan, to the extent necessary for the Participant to
satisfy any applicable stock ownership guidelines.


 


Section 3.2 – Payment in the Event or
Retirement, Death or Disability


 


Notwithstanding the foregoing, if, solely
because of the Participant’s death, permanent and total disability (within the
meaning of Section 22(c)(3) of the Code) or retirement at or after
the attainment of (a) age 65, (b) age 55 with at least 10 Years of
Service, or (c) 30 Years of Service, the Participant’s


 

















 


employment with the Corporation
or a Subsidiary terminates before payment is made but at least 180 days after
the Performance Units were granted, the Participant (or the Beneficiary in the
case of the Participant’s death) shall be entitled to receive a prorated
portion of the value of the Performance Units as soon as administratively
practical after the February Board Meeting following the end of the
Performance Period.  The amount that the
Participant (or Beneficiary) shall be entitled to receive shall be determined
by multiplying the value of the Performance Units by a fraction, the numerator
of which is the number of days during the Performance Period that the
Participant was employed by the Corporation or a Subsidiary and the denominator
of which is the total number of days in the Performance Period.


 


Section 3.3 – Taxes


 


Any taxes required by federal, state or local
laws due on payment of the value of Performance Units will be withheld by the
Corporation.  The Participant hereby
authorizes the necessary withholding by the Corporation to satisfy such tax
withholding obligations prior to payment.


 


ARTICLE IV


OTHER PROVISIONS


 


Section 4.1 – No Guarantee of Employment


 


Nothing in this Agreement or in the Plan
shall confer upon the Participant any right to continue in the employ of the
Corporation or any Subsidiary, or shall interfere with or restrict in any way
the rights of the Corporation or its Subsidiaries, which are expressly
reserved, to discharge the Participant at any time for any reason whatsoever,
with or without cause.


 


Section 4.2 – Administration


 


The Board shall have the power to interpret
the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules.  All actions taken and all interpretations and
determinations made by the Board in good faith shall be final and binding upon
the Participant, the Corporation and all other interested persons.  No member of the Board shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or a Performance Unit.


 


Section 4.3 – Performance Units Not
Transferable


 


Performance
Units under the Plan may not be sold, pledged,
assigned or transferred in any manner other than by will or the laws of descent
and distribution; provided, however, the Participant may designate a
Beneficiary to receive payment after his death.  No Performance Unit or any interest or right
therein or part thereof shall be liable for the debts, contracts or engagements
of the Participant or his successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect;
provided, however, that this Section 4.3 shall not prevent transfer by
will or by the applicable laws of descent and distribution.  During the Participant’s lifetime, the value
of Performance Units shall be paid only to the Participant or his guardian or
legal representative.


 

















 


Section 4.4 – Change in Control


 


The Performance Period shall end immediately
upon the occurrence of a Change in Control and the value of each Performance
Unit shall be equal to the greater of (a) the Par Value set forth in this
Agreement and (b) the value determined under Section 2.3 of this
Agreement based upon the Corporation’s actual results for the shortened
Performance Period.  The value of the
Performance Units shall become payable immediately upon the Change in Control.


 


Section 4.5 – Amendment


 


This Agreement is subject to the Plan. The
Board may amend the Plan and the Compensation Committee may amend this
Agreement at any time and in any way, except that any amendment of the Plan or
this Agreement that would impair the Participant’s rights under this Agreement
may not be made without the Participant’s written consent.


 


Section 4.6 – Notices


 


Any
notice to be given under the terms of this Agreement to the Corporation shall
be addressed to the Corporation in care of its Secretary, and any notice to be
given to the Participant shall be addressed to him or her at the address given
beneath his or her signature hereto.  By
a notice given pursuant to this Section 4.6, either party may hereafter
designate a different address for notices to be given to him or her.  Any notice which is required to be given to
the Participant shall, if the Participant is then deceased, be given to the
Participant’s personal representative if such representative has previously
informed the Corporation of his status and address by written notice under this
Section 4.6.  Any notice shall be
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.


 


Section 4.7 – Titles


 


Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


Section 4.8 – Governing Law


 


This Agreement shall be administered,
interpreted and enforced under the internal substantive laws of the State of
Delaware.


 

















 


IN WITNESS WHEREOF, the Corporation, by its duly
authorized officer, and the Participant have executed this Agreement.


 


 


	
   

  	
  WASHINGTON
  GROUP INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Larry L. Myers

  
	
   

  	
   

  	
  Senior Vice President – Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Participant’s
  Social Security Number

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Participant’s
  Address

  	
   

  	
   

  	
   

  
						



 


Spousal
Consent


 


The undersigned has read and is familiar with the preceding Agreement
and the Plan and hereby consents and agrees to be bound by all the terms of the
Agreement and the Plan.  Without limiting
the foregoing, the undersigned specifically agrees that the Corporation may
rely on any authorization, instruction or election made under the Agreement by
the Participant alone and that all of his or her right, title or interest, if
any, in the Performance Units, whether arising by operation of community property
law, by property settlement or otherwise, shall be subject to all such terms.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Spouse’s
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name