Exhibit
10.1


 


WASHINGTON
GROUP INTERNATIONAL, INC.


2004
EQUITY INCENTIVE PLAN


 


OPTION RIGHTS 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 “Optionee.”


 


WHEREAS, the Corporation
wishes to afford the Optionee the opportunity to purchase shares of its $.01
par value common stock; and


 


WHEREAS, the Corporation
wishes to carry out the Plan (as hereinafter defined), the terms of which are
hereby incorporated herein by reference and made a part hereof; and


 


WHEREAS, the execution of an
Option Rights Agreement in the form hereof has been duly authorized by a
resolution of the Board duly adopted on                           ,
and incorporated herein by reference; and


 


WHEREAS, this Option Right
is intended to be a nonqualified stock option and shall not be treated as an “incentive
stock option” within the meaning of that term under Section 422 of the Code;


 


NOW, THEREFORE, in
consideration of the mutual covenants herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto do hereby 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 — Date of Grant


Section 1.7 - Exchange Act


Section 1.8 — Securities Act


Section 1.9 — Subsidiary


Section 1.10 — Year 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 1.11 — Beneficiary


 


                “Beneficiary”
means the person or persons properly designated by the Optionee to exercise the
Optionee’s rights under the Plan and this Agreement in the event of the
Optionee’s death, or if the Optionee has not designated such person or persons,
or such person or persons shall all have pre-deceased the Optionee, the
executor, administrator or personal representative of the Optionee’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 1.12 — Employee


 


                “Employee”
means any officer or other employee of the Corporation or any Subsidiary.


 


Section 1.13 — Fair
Market Value


 


“Fair Market Value” means
either (a) the closing price of the Common Shares on the date in question (or
if there was no sale on the date in question, the closing price of the Common
Shares on the most recent date on which there was a sale) on the NASDAQ
National Market (or other national stock exchange) as published in The Wall Street Journal, or (b) if there
is no trading of Common Shares on the NASDAQ National Market (or other national
stock exchange), the fair market value of the Common Shares as determined by
the Board from time to time.


 


Section 1.14 — Optionee 


 


“Optionee” means the
Employee named above to whom Option Rights are awarded under this Agreement and
the Plan.


 


Section 1.15 — Option
Right


 


                “Option
Right” means the right to purchase Common Shares evidenced by this Agreement.


 


Section 1.16 — Plan 


 


“Plan” means the Washington
Group International, Inc. 2004 Equity Incentive Plan, as the same may be
amended or restated from time to time.


 


Section 1.17 — Secretary



 


“Secretary” means the
Secretary of the Corporation.


 


 


 

















 


Section 1.18 — Termination
of Employment


 


“Termination of Employment”
means the time when the employer-employee relationship between the Corporation
or a Subsidiary and the Optionee is terminated for any reason, including
(without limitation) a termination by resignation, discharge, death, permanent
and total disability or retirement, but excluding (a) terminations where there
is a simultaneous reemployment or continuing employment of the Optionee by the
Corporation or a Subsidiary and (b) in the discretion of the Board,
terminations that result in a temporary severance of the employer-employee
relationship that does not exceed one year. 
The Board shall determine the effect of all matters and questions
relating to Termination of Employment, including (without limitation) the
question of whether a Termination of Employment resulted from a discharge for
good cause, and all questions of whether particular leaves of absence
constitute Termination of Employment.


 


 


ARTICLE
II


AWARD
OF OPTION RIGHT


 


Section 2.1 - Grant of
Award


 


In consideration of the
Optionee’s execution of this Agreement and for other good and valuable
consideration, on the date hereof the Corporation irrevocably awards to the
Optionee the option to purchase any part or all of an aggregate of                   
shares of its Common Shares upon the terms and subject to the conditions set
forth in the Plan and in this Agreement.


 


Section 2.2 - Purchase
Price


 


The
purchase price of the shares of stock covered by the Option Right shall be $     
per share without commission or other charge.


 


Section 2.3 - Adjustments
in Option Right


 


The
Board may make or provide for such adjustments in the (a) number of Common
Shares covered by outstanding Option Rights awarded hereunder, (b) prices per
share applicable to such Option Rights, and (c) kind of shares (including
shares of another issuer) covered thereby, as the Board in its sole discretion
may in good faith determine to be equitably required in order to prevent
dilution or enlargement of the rights of Optionees, that otherwise would result
from (x) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Corporation,
(y) any merger, consolidation, spin-off, split-off, split-up, reorganization,
partial or complete liquidation or other distribution of assets, issuance of
rights or warrants to purchase securities or (z) any other corporate
transaction or event having an effect similar to any of the foregoing.  In the event of any such transaction or
event, the Board may provide in substitution for any or all outstanding awards
under this Agreement such alternative consideration as it may in good faith
determine to be equitable under the circumstances and may require in connection
therewith the surrender of all awards so replaced.


 


 


 


 

















 


ARTICLE
III


PERIOD
OF EXERCISABILITY


 


Section 3.1 - Commencement
of Exercisability


 


(a)                                  This Option Right
shall become exercisable in three (3) cumulative installments as follows:


 


(i)                                     The first
installment shall consist of one-third (1/3) of the shares covered by the
Option Right and shall become exercisable on the first anniversary of the Date
of Grant.


 


(ii)                                  The second
installment shall consist of one-third (1/3) of the shares covered by the
Option Right and shall become exercisable on the second anniversary of the Date
of Grant.


 


(iii)                               The third
installment shall consist of one-third (1/3) of the shares covered by the
Option Right and shall become exercisable on the third anniversary of the Date
of Grant.


 


(b)                                 Any portion of
the Option Right that has not yet become exercisable pursuant to 3.1(a) shall
become exercisable in full immediately in the event of a Change in Control.


 


(c)                                  No portion of
the Option Right which is unexercisable at Termination of Employment shall
thereafter become exercisable.


 


Section 3.2 - Duration
of Exercisability


 


The installments provided
for in Section 3.1 are cumulative.  Each
such installment which becomes exercisable pursuant to Section 3.1 shall remain
exercisable until it becomes unexercisable under Section 3.3.


 


Section 3.3 - Expiration
of Option Right


 


                The Option
Right may not be exercised to any extent by anyone after the first to occur of
the following events:


 


(a)                                  The
expiration of ten (10) years from the date the Option Right was awarded; or


 


(b)                                 Except
as set forth in 3.3(c) and (d), the expiration of three (3) months after the
Optionee’s Termination of Employment; or


 


(c)                                  The
expiration of twelve (12) months from the date of the Optionee’s Termination of
Employment by reason of permanent and total disability (within the meaning of
Section 22(e)(3) of the Code) or by reason of 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; or


 


(d)                                 If
the Optionee dies while the Option Right is exercisable, the expiration of
twelve (12) months from the date of the Optionee’s death.


 


 


 

















 


ARTICLE IV


EXERCISE
OF OPTION RIGHT


 


Section 4.1 - Person
Eligible to Exercise


 


During the lifetime of the
Optionee, only he or his guardian or legal representative may exercise the
Option Right or any portion thereof. 
After the death of the Optionee, any exercisable portion of the Option
Right may, prior to the time when the Option Right becomes unexercisable under
Section 3.3, be exercised by his personal representative or by any person
empowered to do so under the Optionee’s will or under the then applicable laws
of descent and distribution.


 


Section 4.2 - Partial
Exercise


 


Any exercisable portion of the Option Right or the entire Option Right,
if then wholly exercisable, may be exercised in whole or in part at any time
prior to the time when the Option Right or portion thereof becomes
unexercisable under Section 3.3; provided, however, that each partial exercise
shall be for not less than one hundred (100) shares and shall be for whole
shares only.


 


Section 4.3 - Manner of
Exercise


 


The Option Right or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary or his office of all of the following prior
to the time when the Option Right or such portion becomes unexercisable under
Section 3.3:


 


(a)                                  Notice in
writing signed by the Optionee or the other person then entitled to exercise
the Option Right or portion, stating that the Option Right or portion is
thereby exercised, such notice complying with all applicable rules established
by the Board; and


 


(b)                                 Full payment
for the shares with respect to which such Option Right or portion is exercised,
which payment shall be (i) in cash or by check acceptable to the Corporation;
(ii) through the delivery of Common Shares owned by the Optionee for at least
twelve months, duly endorsed for transfer to the Corporation with a Fair Market
Value on the date of delivery equal to the aggregate exercise price of the
Option Right or exercised portion thereof; (iii) through an arrangement with a
bank or broker for payment from the proceeds of sale through the bank or broker
of some or all of the Common Shares to which the exercise relates; or (iv)
through any combination of the consideration provided in the foregoing
subparagraphs (i), (ii) or (iii); and


 


(c)                                  Such
representations and documents as the Board deems necessary or advisable to
effect compliance with all applicable provisions of the Exchange Act, the
Securities Act and any other federal or state securities laws or
regulations.  The Board may also take
whatever additional actions it deems appropriate to effect such compliance
including (without limitation) placing legends on share certificates and
issuing stop-transfer notices to agents and registrars;


 


(d)                                 Full payment to
the Corporation (or other employer corporation) of all amounts which under
federal, state or local tax law, it is required to withhold upon exercise of
the Option Right; provided, however, the Corporation may permit the
Optionee, upon delivery of a written election to the Secretary of the
Corporation (or to such other person who may be designated by the Board) to
elect payment of this tax obligation from the proceeds of sale through a bank
or broker of some or all of the Common Shares to which the exercise relates;
and


 


(e)                                  In the event
the Option Right or portion shall be exercised pursuant to Section 4.1 by any
person or persons other than the Optionee, appropriate proof of the right of
such person or persons to exercise the Option Right.


 

















Section 4.4 - Conditions
to Issuance of Stock Certificates


 


The Common Shares deliverable upon the exercise of the Option Right, or
any portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been repurchased by the Corporation.  Such shares shall be fully paid and non-assessable.  The Corporation shall not be required to
issue or deliver any certificate or certificates for shares of stock purchased
upon the exercise of the Option Right or portion thereof prior to fulfillment
of all of the following conditions:


 


(a)                                  The admission
of such shares to listing on all stock exchanges on which such class of stock
is then listed; and


 


(b)                                 The completion
of any registration or other qualification of such shares under any state or
federal law or under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, which the Board shall
deem necessary or advisable; and


 


(c)                                  The obtaining
of any approval or other clearance from any state or federal governmental
agency which the Board shall determine to be necessary or advisable; and


 


(d)                                 The payment to
the Corporation (or other employer corporation) of all amounts which, under
federal, state or local tax law, it is required to withhold upon exercise of
the Option Right; and


 


(e)                                  The lapse of
such reasonable period of time following the exercise of the Option Right as
the Board may from time to time establish for reasons of administrative
convenience.


 


Section 4.5 - Rights as
Shareholder


 


The holder of the Option Right shall not be, nor have any of the rights
or privileges of, a shareholder of the Corporation in respect of any shares
purchasable upon the exercise of any part of the Option Right unless and until
certificates representing such shares shall have been issued by the Corporation
to such holder.


 


ARTICLE V


OTHER
PROVISIONS


 


Section 5.1 - 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 Optionee, 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 the Option Right.


 


Section 5.2 - Option
Right Not Transferable


 


Option Rights 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, an
Optionee may designate


 

















a Beneficiary to exercise his Option Right or
other rights under the Plan after his death. 
Neither the Option Right nor any interest or right therein or part
thereof shall be liable for the debts, contracts or engagements of the Optionee
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
5.2 shall not prevent transfers by will or by the applicable laws of descent
and distribution.  An Option Right shall
be exercised during the Optionee’s lifetime only by the Optionee or his
guardian or legal representative.


 


Section 5.3 - Shares to
Be Reserved


 


The Corporation shall at all times during the term of the Option Right
reserve and keep available such number of shares of stock as will be sufficient
to satisfy the requirements of this Agreement.


 


Section 5.4 — No
Guarantee of Employment


 


Nothing in this Agreement or
in the Plan shall confer upon the Optionee 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 and its Subsidiaries, which are hereby
expressly reserved, to discharge the Optionee at any time for any reason
whatsoever, with or without cause.


 


Section 5.5 - 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
Optionee shall be addressed to him at the address given beneath his signature
hereto.  By a notice given pursuant to
this Section 5.5, either party may hereafter designate a different address for
notices to be given to him.  Any notice
which is required to be given to the Optionee shall, if the Optionee is then
deceased, be given to the Optionee’s personal representative if such
representative has previously informed the Corporation of his status and
address by written notice under this Section 5.5.  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 5.6 - Titles


 


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


 


Section 5.7 - Construction


 


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


 


Section 5.8 - Conformity
to Securities Laws


 


The Optionee acknowledges
that the Plan is intended to conform to the extent necessary with all
applicable federal and state laws, rules and regulations, including provisions
of the Securities Act and 


 

















the Exchange Act and any and all regulations
and rules promulgated by the Securities and Exchange Commission thereunder,
including without limitation Rule 16b-3 under the Exchange Act. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the Option
Right is awarded and may be exercised, only in such a manner as to conform to
such laws, rules and regulations.  To the
extent permitted by applicable law, the Plan and this Agreement shall be deemed
amended to the extent necessary to conform to such laws, rules and regulations.


 


IN WITNESS WHEREOF, this
Agreement has been executed and delivered by the parties hereto.


 


WASHINGTON GROUP INTERNATIONAL, INC.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Larry L. Myers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President —
  Human Resources

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  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 Optionee
alone and that all of his or her right, title or interest, if any, in the
Common Shares purchased by the Optionee under the Agreement, whether arising by
operation of community property law, by property settlement or otherwise, shall
be subject to all of such terms.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed
  Name

  



Exhibit A: 
Copy of the Plan