Exhibit 10.1






Exhibit 10.1



WILLBROS GROUP, INC.




AMENDED AND RESTATED

MANAGEMENT INCENTIVE COMPENSATION PROGRAM

(Effective May 23, 2011)




	1.	 	Purpose






The Compensation Committee (the “Committee”) of the Board of Directors of Willbros Group, Inc.
(the “Company”) has approved this Management Incentive Compensation Program (the “Program”) to
reward key employees for enhancing the value and efficiency of the Company.



The Program will consist of Participants designated by the Committee throughout the Company
including its subsidiaries (collectively, the “Group”). The Program will reward the Participants
based upon achievement against Performance Metrics set by the Committee at, or as soon as
practicable after, the beginning of each Program Year.



The Program Year will coincide with the fiscal year of the Company. Awards made under the
Program are in addition to Base Salary and Base Salary adjustments to maintain market
competitiveness.



The Committee reserves the right to amend, modify or revoke the Program at its discretion,
without prior notice to Participants; provided, however, any amendments, modifications or
revocations shall not be retroactive as to Awards granted for prior Program Years. This is a
discretionary program and no contractual right or property interest to any benefit described herein
is intended to be created by this document or any related action of the Company, and none should be
inferred from the descriptions of the Program or any Program Year.



The Program is a sub-plan of the Willbros Group, Inc. 2010 Stock and Incentive Compensation
Plan (the “S&ICP”), and, in particular, Article 10 of the S&ICP (“Cash-Based Awards and Stock-Based
Awards”) and Article 11 of the S&ICP (“Performance Measures”). The S&ICP is incorporated by
reference into the Program, including, without limitation, the Performance Measures in Article 11
of the S&ICP. An Award granted under the Program is intended to qualify as Performance-Based
Compensation (as defined in the S&ICP) unless otherwise expressly noted, and shall be construed in
accordance with the terms of the S&ICP and Section 162(m) of the Internal Revenue Code of 1986, as
amended.




	2.	 	Definitions






Award — Cash and/or Stock awarded to a Participant under the Program, net of all required
foreign, federal and state withholding taxes, due to Group performance and results.



Base Salary — The aggregate amount of wages and/or salary (but excluding any bonus, disability
pay or severance pay) earned by a Participant during the applicable Program Year in which the
Participant was eligible to participate in the Program.


 


 









 





Disability — The same meaning as such term or similar term as defined in the disability
insurance policy maintained by the Company which covers the Participant at the time of the alleged
disability, or in the event the Company maintains more than one disability insurance
policy which covers the Participant at such time, the meaning in the disability policy most
recently acquired by the Company. If the Company maintains no such disability insurance policy at
such time, Disability shall mean a physical or mental condition which causes the Participant to be
unable to perform substantially all of the duties of his or her position for a period of six (6)
months or more as determined by the Chief Executive Officer of the Company.



Maximum Annual Incentive % — A maximum value of annual incentive expressed as a percentage of
a Participant’s Base Salary.



Participant — Any employee of a member of the Group who is designated by the Committee to
participate in the Program for a Program Year.




Payout — The actual payment of an Award earned by a Participant.



Payout Date — The date an Award is paid for a Program Year which date shall be anytime between
the end of the Program Year and two and one-half months following the end of the Program Year.



Performance Metrics — Critical financial, operating efficiency and Participant specific
criteria against which the Committee decides to measure performance. Currently the following are
the Performance Metrics from which the Committee will select the Performance Metrics to be
considered for a Program Year:




Adjusted Business Unit Income (ABUI) — ABUI is calculated as Adjusted Operating
Income for a specific business unit within the Group, excluding corporate charges
to the business unit (primarily general and administrative charges with some
indirect costs).




Adjusted Business Unit Income Margin — Adjusted Business Unit Income divided by the
corresponding revenue and expressed as a percentage.




Adjusted Operating Income (AOI) — AOI is calculated as the Company’s Operating
Income from consolidated continuing operations, increased or decreased by the
removal of the financial effects of the following:




	 	(i)	 	Undetermined non-cash items excluded from the Company’s Base Case Budget for
the Program Year;

	 
	 	(ii)	 	Settlements of disputes or claims that result in a charge or gain to the
Company’s Base Case Budget for the Program Year;

	 
	 	(iii)	 	Non-recurring charges; and

	 
	 	(iv)	 	Long-term incentive and annual cash bonus expenses associated with the
employment agreement between the Company and its Chief Executive Officer and
certain InfrastruX legacy employment agreements with bonus computations differing
from the Program.







Adjusted Operating Income Margin — Adjusted Operating Income divided by
consolidated revenue and expressed as a percentage.


 


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Business Unit Income (BUI) — BUI is calculated as Operating Income for a specific
business unit within the Group, excluding corporate charges to the business unit (primarily
general and administrative charges with some indirect costs). BUI measures the
profitability based solely on the independent activities of the business unit.




Days Payables Outstanding — The product of a formula that measures and is a
reflection of the procedures and practices applied within the Group and/or the specific
business unit within the Group to minimize the number of days required to pay
liabilities.




Days Sales Outstanding — The product of a formula that measures and is a reflection of the
procedures and practices applied within the Group and/or the specific business unit within
the Group to minimize the number of days required to collect revenue earned.




EPS — Earnings Per Share of the Company.




Net Days Sales Outstanding — Days Sales Outstanding less Days Payables Outstanding.




Net Income — Net income of the Group and/or the specific business unit within the Group.




Operating Income — Represents the measure of the Company’s earning power from ongoing
operations. The calculation of Operating Income is equal to the Company’s consolidated
earnings before deduction of interest expense (including non-cash amortization of original
issue discount and financing costs), income taxes and any unusual or non-operating items,
including interest income and gains or losses on disposition of assets.




Participant Intangibles — Those job performance characteristics of each individual
Participant that such Participant’s supervisors determine have contributed to the
achievement of Group and/or the specific business unit within the Group goals.




Personal Performance Goal — The achievement of objectively measurable personal performance
goals, including earnings, cash flow, customer satisfaction, revenues, financial return
ratios, expense reduction results, and market performance established by the Committee for
a particular Participant. In addition, adherence to the Company’s values and competencies,
including ethical behavior and compliance with laws, regulations and policies, should be
evaluated as part of the individuals’ overall performance rating.


 


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Safety — A combination of leading and lagging metrics as detailed in the Willbros Balanced
Scorecard for the Program Year. These metrics are carefully tailored to measure factors of
high performance safety at the enterprise, business segment, business unit,
division/department/team and individual layers of the organization. Specifically, for those
participants incentivized at an enterprise level, the safety metrics may include but are
not limited to:




	 	(i)	 	Either a prescribed absolute Total Recordable Incident Rate (“TRIR”) or a
prescribed percentage reduction in the TRIR for the Program Year versus the
immediately prior Program Year.







For those incentivized at a segment level:




	 	(a)	 	Clause (i) above; plus

	 
	 	(b)	 	Conformance (as measured by formal HSE Assessment) with the Willbros HSE
management system performance system; and

	 
	 	(c)	 	The enhancement of safety culture
measured through the completion of a safety culture survey, development and
adoption of a safety culture enhancement plan and the completion of plan
requirements by the end of the Program Year.







Total Leverage Ratio — The same meaning as such term as defined in that certain
Credit Agreement dated as of June 30, 2010, among Willbros United States Holdings,
Inc., as borrower, the Company and certain of its subsidiaries, as guarantors, the
lenders from time to time party thereto, Credit Agricole Corporation and Investment
Bank, as Administrative Agent, Collateral Agent and Issuing Bank, UBS Securities
LLC, as Syndication Agent, and Natixis, The Bank of Nova Scotia and Capital One,
N.A., as Co-Documentation Agents, as amended from time to time.



The Committee has the right to amend or change the Performance Metrics at its discretion, including
amendments or changes in light of unforeseen events.



Performance Metric Hurdles — An assigned threshold, target and maximum value that corresponds
with each individual Performance Metric against which performance is measured.



Performance Metric Weighting — The allocation of a Participant’s incentive between Performance
Metrics (e.g., Net Income vs. Safety).



Program — The Management Incentive Compensation Program set forth in this document and as
amended by the Committee from time to time.




Program Year — The fiscal year of the Company.



Stock — Common stock, par value $0.05 per share, of the Company or rights to receive common
stock of the Company.



Target Annual Incentive % — A target value of annual incentive expressed as a percentage of a
Participant’s Base Salary determined by the Committee prior to, or as soon as practicable after,
the beginning of each Program Year.



Threshold Annual Incentive % — A threshold value of annual incentive expressed as a percentage
of a Participant’s Base Salary. This value corresponds to the minimum performance criteria to
receive any Payout under the Program.


 


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	3.	 	Administration






The Committee, in its discretion, may establish, prior to or as soon as practicable after the
end of the prior Program Year, the following for each Program Year:




	 	•	 	Performance Metrics, Performance Metric Hurdles and Performance Metric Weighting.

	 
	 	•	 	Participants.

	 
	 	•	 	Each Participant’s Target Annual Incentive % (and associated Threshold Annual
Incentive % and Maximum Annual Incentive %).






The Committee will be responsible for administration of the Program, but may delegate this
responsibility at its discretion.



The guidelines and procedures set forth herein will be followed by the Committee (or its
designee) with respect to operation of the Program.




	4.	 	Participation/Eligibility






All employees of the Group are eligible to participate in the Program. Participation will be
at the sole discretion of the Committee in consultation with senior management of the Company.



Each Participant whose employment is terminated due to death or Disability during a Program
Year shall be eligible for an Award based upon the Base Salary earned by such Participant prior to
termination. Otherwise, no Participant shall be eligible to receive part or all of an Award unless
the Participant is employed by the Company on the Payout Date for the Award.




	5.	 	Timing of Award Payments






After the year-end financial statements or other appropriate measurements have been finalized
for a Program Year, the Awards generated, if any, will be determined and approved by the Committee
and certified in writing in minutes of the Committee reflecting such approval. After approval and
certification by the Committee, Awards for such Program Year will be paid to Participants no later
than two and one-half months following the end of such Program Year. As provided above, a
Participant must be employed on the Payout Date or any Award earned by such Participant will be
forfeited, except in cases of death or Disability.



Although the Program is a sub-plan of the S&ICP, Section 14.1 of the S&ICP shall not apply to
Awards under the Program. If a Change of Control (as such term is defined in the S&ICP, except
that for purposes of clauses (a) and (b) of such definition, “fifty percent (50%) or more” shall be
substituted for “thirty percent (30%) or more” each place it appears in clauses (a) and (b) of such
definition) occurs during a Program Year or following the end of a Program Year, but before a
determination has been made of the Awards generated for such Program Year, the Committee shall have
the authority to determine, on a Participant-by-Participant basis, if Awards shall be paid for such
Program Year and the amount of such Awards.


 


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	6.	 	Award Determination






The Awards for each Program Year shall be calculated, in the case of Group or a Participant’s
Performance Metrics, based on the Group’s or the Participant’s actual performance
as compared to threshold, target and maximum Performance Metric Hurdle levels for the Performance
Metrics determined for a Group or a Participant for that Program Year by the Committee. That
portion of an Award which is based on the Participant Intangibles Performance Metric shall be based
on the recommendation of a Participant’s supervisor as reviewed by the Chief Executive Officer of
the Company. The Participants will be granted a percentage of their Target Annual Incentive % based
on their Performance Metric Weighting, as established by the Committee, with such percentage
potentially increasing or decreasing, at the discretion of the Committee, after Program Year
results are determined (to ensure that unforeseen events are considered and accurately measured).



The Committee shall also determine, in its sole discretion, whether an Award shall be paid in
cash and/or Stock. In making such determination, the Committee may differentiate among
Participants such that Awards paid to some Participants may be all cash while other Participants
may receive all Stock or some combination of cash and Stock. Any Stock utilized for an Award shall
be granted on the Payout Date under the S&ICP, or successor plan, in accordance with all of the
terms and conditions of the S&ICP, or successor plan, and the form of award agreement used by the
Committee to evidence the grant of such Stock. The Committee has the sole discretion to establish
all of the terms and conditions of such Stock in accordance with the terms and conditions of the
S&ICP, or successor plan, including, without limitation, the vesting period and the value of the
Stock to be included in an Award.




	7.	 	Duration of Program






The Program is an integral part of the Company’s compensation plan for the future. The
Committee reserves the power and the right at any time, and from time to time, to modify, amend or
terminate (in whole or in part) any or all of the provisions of the Program; provided, however,
that no such modification or amendment shall be retroactive to reduce or affect any Awards
otherwise due and payable under the provisions of the Program for any Program Year during which the
Program was in effect.




	8.	 	Termination of Program






The incentive computation for the Program Year in which the termination of the Program occurs
will be based on the period ending on the last business day immediately prior to the effective date
of the Program termination. All performance calculations will be adjusted to coincide with such
period. Notwithstanding the termination of the Program before the end of a Program Year, Award
Payments for such Program Year will be made as provided in Section 5.




	9.	 	Additional Program Provisions







	 	•	 	The Committee shall direct the administration of the Program. The Committee shall
have full power to amend, modify, rescind, construe and interpret the Program. Any
action taken or decision made by the Committee arising out of, or in connection with,
the construction, administration, interpretation or effect of the Program or of any
rules and regulations adopted thereunder shall be conclusive and binding upon all
Participants and all persons claiming under or through a Participant.

	 
	 	•	 	The Committee may rely upon any information supplied to it by any officer of any
member of the Group or by the Company’s independent registered public accountants and
may rely on the advice of such accountants or of counsel in
connection with the administration of the Program and shall be fully protected in relying upon
such information or advice.




 


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	 	•	 	No employee or officer of any member of the Group or member of the Committee shall have any
liability for any decision or action if made or done in good faith and the Company shall
indemnify each director, employee, and officer of each member of the Group acting in good
faith pursuant to the Program against any loss or expense arising therefrom.

	 
	 	•	 	Nothing in the Program shall be construed or interpreted as giving any employee the right to
be employed or retained by any member of the Group or impair the right of any member of the
Group to control its employees or to terminate the services of any employee at any time. The
Program shall not create any rights of future participation herein.

	 
	 	•	 	The laws of the State of Texas shall determine and govern the validity and construction of the
Program in all respects. If any term or condition herein conflicts with applicable law, the
validity of the remaining provisions shall not be affected thereby.

	 
	 	•	 	The Program shall continue in effect until terminated by the Committee in accordance with its
terms.

	 
	 	•	 	No person eligible to receive any payment shall have any rights to pledge, assign or otherwise
dispose of all or any portion of such payments, either directly or by operation of law,
including but not by way of limitation, execution, levy, garnishment, attachment, pledge or
bankruptcy. If a Participant is not living at the time an Award is payable to him in
accordance with the Program, any Award which would have been payable to him shall be paid to
the beneficiary, if any, designated in writing by the Participant, or if none, to his estate.
A Participant may at any time revoke or change his beneficiary by filing written notice of
such revocation or change with the Company.

	 
	 	•	 	All payments made under the Program shall be subject to recovery by the Company under any
clawback policy which the Company may adopt from time to time, including without limitation
any policy which the Company may be required to adopt under Section 954 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities
and Exchange Commission thereunder or the requirements of any national securities exchange on
which the Company’s Common Stock may be listed.

	 
	 	•	 	The Company shall have the right to deduct all required foreign, federal tax and any required
state tax withholding from the Awards.

	 
	 	•	 	The administrative expense of the Program will be borne by the Company.

	 
	 	•	 	Neither the establishment of the Program nor the making of Awards hereunder shall be deemed to
create a trust. The Program shall constitute an unfunded, unsecured liability of the Company
to make payments in accordance with the provisions of the Program, and no individual shall
have any security or other interest in any assets of the Company in connection with the
Program.




 


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	10.	 	Effective Date






The Program was approved by the Committee on March 22, 2011, to be effective as of January 1,
2011, and shall continue, as amended from time to time, until terminated.




 


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