Exhibit
10.2


 





 


2004
EQUITY INCENTIVE PLAN


 


RESTRICTED SHARE 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 “Employee.”


 


WHEREAS, the
Corporation has in effect the Plan (as hereinafter defined), pursuant to which
awards of restricted stock may be granted to employees of the Corporation or
its Subsidiaries and certain other individuals; and


 


WHEREAS, the
Corporation desires to grant to Employee a restricted stock award under the
terms of the Plan, which are incorporated herein by reference and made a part
hereof; and


 


WHEREAS, the
execution of a Restricted Share Agreement has been duly authorized by
resolution of the Compensation Committee of the Board of Directors;


 


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 — Restricted
Shares


Section 1.9 — Securities Act


Section 1.10 — Subsidiary


Section 1.11 —
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 1.12 — Beneficiary


 


                “Beneficiary” means the person or persons properly
designated by the Employee to exercise the Employee’s rights under the Plan and
this Agreement in the event of the Employee’s death, or if the Employee has not
designated such person or persons, or such person or persons shall all have
pre-deceased the Employee, the executor, administrator or personal
representative of the Employee’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 1.13 — Employee


 


                “Employee” means the Employee named above to whom
Restricted Shares are awarded under this Agreement and the Plan.


 


Section 1.14 — 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 1.15 — Secretary 


 


“Secretary” means
the Secretary of the Corporation.


 


Section 1.16 — Termination of Employment


 


“Termination of
Employment” means the time when the employer-employee relationship between the
Corporation or a Subsidiary and the Employee 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
Employee 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
RESTRICTED SHARES


 


Section 2.1 — Grant of Award 


 


Subject to the
terms and conditions of this Agreement, the Corporation irrevocably grants to
the Employee             
of its Common Shares (the “Restricted Shares”), subject to adjustment in
accordance with the terms of the Plan and this Agreement.


 


Section 2.2 — Adjustments in Restricted Shares


 


The
Board may make or provide for such adjustments in the number of Common Shares
awarded hereunder 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 the Employee 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


FORFEITURE
RESTRICTIONS


 


Section 3.1 — Restricted Period


 


The “Restricted
Period” is the period beginning on the Date of Grant of the Restricted Shares
and ending on the third anniversary of the Date of Grant.


 


Section 3.2 — Forfeiture Restrictions


 


Except as
otherwise provided herein, the Employee may not sell, assign, pledge, exchange,
hypothecate or otherwise transfer, encumber or dispose of the Restricted Shares
other than by transferring them to the Company or by will or by the laws of
descent and distribution; provided, however, that the Employee may designate a
Beneficiary to exercise the Employee’s rights and to receive the Restricted
Shares upon the Employee’s death.  Except
as otherwise provided in this Agreement, the Employee shall forfeit and
surrender the Restricted Shares for no consideration upon the Employee’s
Termination of Employment during the Restricted Period.  The foregoing prohibition against transfer
and the obligation to forfeit and surrender the Restricted Shares upon
Termination of Employment are herein referred to as the “Forfeiture
Restrictions.”


 


Section 3.3 — Lapse of Forfeiture Restrictions —
Change in Control


 


If a Change in
Control occurs during the Restricted Period, the Forfeiture Restrictions
shall  lapse as to all of the Restricted
Shares as of the date of the Change in Control.


 


Section 3.4 — Lapse
of Forfeiture Restrictions — Death, Disability or Retirement


 


If more than 180
days have elapsed since the Date of Grant and 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 the end of
the Restricted Period, the Forfeiture Restrictions shall lapse with respect to
a prorated portion of the Restricted Shares. 
The number of shares that the Participant (or the Beneficiary in the
case of the Participant’s death) shall be entitled to receive shall be
determined by multiplying the number of Restricted Shares by a fraction, the
numerator of which is the number of days during the Restricted 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 Restricted Period.


 


Section 3.5 — Lapse of Forfeiture Restrictions —
End of Restricted Period


 


                Subject to Section 3.3 of this Article III, the
Forfeiture Restrictions shall lapse as to all of the Restricted Shares as of
the end of the Restricted Period.


 

















 


ARTICLE
IV


RIGHTS


 


Section 4.1 — Certificate


 


                All certificates representing the Restricted Shares
shall be held in custody by the Corporation until all Forfeiture Restrictions
thereon shall have lapsed, together with a stock power or powers executed by
the Employee, endorsed in blank and covering such Restricted Shares.


 


Section 4.2 — Transfer After Lapse of
Restrictions


 


                To the extent the Forfeiture Restrictions
have lapsed, the Restricted Shares shall thereafter be freely transferable by
the Employee, provided that the Employee agrees for himself or herself and his
or her heirs, legatees and legal representatives, with respect to all Common
Shares acquired pursuant to the terms and conditions of this Agreement (or any
Common Shares issued pursuant to a stock dividend or stock split thereon or any
securities issued in lieu thereof or in substitution or exchange therefor),
that the Corporation shall not be required to issue or deliver any certificate
or certificates for Common Shares to satisfy the terms of this Agreement, and
that he or she and his or her heirs, legatees and legal representatives will
not sell or otherwise dispose of such Common Shares 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.


 


Section 4.3 — Voting Rights, Dividends and Other
Distributions


 


                Following the Date of Grant and while the Restricted
Shares are subject to the Forfeiture Restrictions of Article III:


 


(a)                                  The Employee shall be entitled to
exercise full voting rights with respect to such Restricted Shares.


 


(b)                                 The Employee shall be entitled to receive
any cash dividends (whether regular or otherwise), stock dividends and other
distributions (whether paid in cash or securities) paid or made with respect to
the Restricted Shares, provided, however, that any such dividends or
distributions paid in stock shall be held in the custody of the Corporation and
shall be subject to the same restrictions on transferability and forfeitability
that apply to the corresponding Restricted Shares. Any cash dividends or
distributions shall be paid to the Employee when cash dividends or
distributions are paid to other holders of the Corporation’s Common
Shares.  All stock dividends or
distributions credited to the Employee shall be paid to the Employee with the
Restricted Shares with respect to which such dividends or distributions were
made.


 


(c)                                  Notwithstanding the foregoing, no
dividends or distributions shall be payable to the Employee with respect to,
and the Employee shall not have the right to vote the Restricted Shares with 


 

















 


respect to, record
dates occurring prior to the Date of Grant, or with respect to record dates
occurring on or after the date, if any, on which the Employee has forfeited the
Restricted Shares.


 


 


ARTICLE V


OTHER PROVISIONS


 


Section 5.1 — Withholding of Tax


 


                To the extent that the receipt of the Restricted
Shares or dividends or the lapse of any Forfeiture Restrictions results in
income to the Employee for any federal or state income tax purposes, no later
than the date as of which such tax withholding is first required, the Employee
shall pay to the Corporation (or other employer), or make arrangements satisfactory
to the Corporation (or other employer) regarding the payment of, any federal or
state income tax required to be withheld with respect to such amount. If the
Employee fails to do so and the Employee makes an election under Section 83(b)
of the Code, as amended, with respect to the Restricted Shares, then the
Corporation (or other employer) is authorized to withhold from any cash
remuneration then or thereafter payable to the Employee any tax required to be
withheld by reason of such resulting compensation income. If the Employee fails
to do so and the Employee does not make an election under Section 83(b) of the
Code, as amended, with respect to the Restricted Shares, then the Corporation
is authorized to satisfy the tax withholding obligations arising with respect
to the Restricted Shares by withholding Common Shares (including Restricted
Shares upon which the restrictions have lapsed but excluding Restricted
Securities (as defined in the Plan)) having a fair market value equal to no
more than the statutory total tax required to be withheld.


 


Section 5.2 — Powers of Corporation Not Affected


 


                The existence of this Agreement or the Restricted
Shares herein granted shall not affect in any way the right or power of the
Corporation or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation’s
capital structure or its business, or any merger or consolidation of the
Corporation, or any issuance of bonds, debentures, preferred, or prior
preference stock ahead of or affecting the Common Shares or the rights thereof,
or dissolution or liquidation of the Corporation, or any sale or transfer of
all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.


 


Section 5.3 — Administration and Interpretation


 


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 Employee, 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 Restricted Shares. 
As a condition of the granting of the Restricted Shares, the Employee
agrees for himself or herself and his or her legal heirs, legatees or
representatives, that any dispute or disagreement that may arise under or as a
result of or pursuant to this Agreement shall be determined by the Board in its
sole discretion, and any interpretation by the Board of the terms of this
Agreement or the Plan shall be final, binding and conclusive.


 

















 


Section 5.4 — No Guarantee of Employment


 


Nothing
in this Agreement or in the Plan shall confer upon the Employee 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 Employee at any time for
any reason whatsoever, with or without cause.


 


Section 5.5 — Successors and Assigns


 


                This Agreement shall be binding upon, and inure to
the benefit of, the Corporation, its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Corporation’s assets and business.
This Agreement shall be binding upon, and inure to the benefit of the Employee,
his or her legal heirs, legatees and representatives. Except for the
designation of a Beneficiary as provided herein, this Agreement may not be
assigned by the Employee, and any attempted assignment shall be null and void
and of no legal effect.


 


Section 5.6 — Amendment or Modification


 


                Except as otherwise provided herein, no term or
provision of this Agreement may be amended, modified or supplemented orally,
but only by an instrument in writing signed by the parties.


 


Section 5.7 — 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 Employee shall be addressed to him at the address given beneath
his signature hereto.  By a notice given
pursuant to this Section 5.7, 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 Employee shall, if the
Employee is then deceased, be given to the Employee’s personal representative
if such representative has previously informed the Corporation of his status
and address by written notice under this Section 5.7.  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 5.8 — Headings


 


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


 


Section 5.9 — Construction 


 


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


 


Section 5.10 — No Fractional Shares


 


No fractional
Common Shares or other securities shall be issued or delivered pursuant to this
Agreement, and the Board in its sole discretion shall determine (except as
otherwise provided in the Plan) whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional Common Shares
or other securities, or whether such fractional Common Shares or other
securities or any rights thereto shall be canceled, terminated, or otherwise
eliminated.


 

















 


Section 5.11 — Conformity to Securities Laws


 


The Employee
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 Restricted Shares are awarded, 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 Employee
alone and that all of his or her right, title or interest, if any, in the
Common Shares purchased by the Employee 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