**WILLBROS GROUP, INC.****2010 MANAGEMENT SEVERANCE PLAN****FOR EXECUTIVES****Table of Contents**       Page      ARTICLE I. DEFINITIONS  1      ARTICLE II. ELIGIBILITY  9      ARTICLE III. SEVERANCE BENEFIT  9      ARTICLE IV. WELFARE PLAN AND SUMMARY PLAN DESCRIPTION  14      ARTICLE V. NO SET-OFF OR MITIGATION  14      ARTICLE VI. RESTRICTIVE COVENANTS  15      ARTICLE VII. NON-EXCLUSIVITY OF RIGHTS  20      ARTICLE VIII. PARTICIPATING EMPLOYERS  20      ARTICLE IX. SUCCESSOR TO EMPLOYER  20      ARTICLE X. DURATION AND AMENDMENT  20      ARTICLE XI. ADMINISTRATION  21      ARTICLE XII. MISCELLANEOUS  27      EXHIBIT A ADDITIONAL PROVISIONS OF THE SUMMARY PLAN DESCRIPTION OF THE PLAN  A-1      EXHIBIT B WILLBROS GROUP, INC. WAIVER AND RELEASE AGREEMENT  B-1 
 
 

 
**WILLBROS GROUP, INC.****2010 MANAGEMENT SEVERANCE PLAN****FOR EXECUTIVES****(Effective October 26, 2010)****WILLBROS GROUP, INC. (the “Company”)**hereby adopts the **2010 WILLBROS GROUP, INC. MANAGEMENTSEVERANCE PLAN FOR EXECUTIVES,**hereinafter referred to as the “Plan,” for the benefit of certaindesignated participants.**ARTICLE I. DEFINITIONS**1.1 **Definitions.**In addition to the terms defined elsewhere herein, the following words andphrases, when used herein with initial capital letters, shall have the following respectivemeanings:1.1.1 “Act” means the United States Securities Exchange Act of 1934, as amended.1.1.2 “Affiliate” means any Person (including a Subsidiary) that directly orindirectly through one or more intermediaries, controls, or is controlled by or is undercommon control with the Company. For purposes of this definition the term “control” withrespect to any Person means the power to direct or cause the direction of management orpolicies of such Person, directly or indirectly, whether through the ownership of votingsecurities, by contract or otherwise.1.1.3 “Annual Base Compensation” means the amount a Participant is entitled to receiveas wages or salary on an annualized basis, excluding all bonus, overtime and incentivecompensation, payable by an Employer as consideration for the Participant’s services, ineffect on the Termination Date but disregarding any reduction that would qualify as GoodReason.1.1.4 “Board” means the Board of Directors of the Company.1.1.5 “Cause” means any one or more of the following:(a) Participant’s conviction or a plea of nolo contendere to a felony or othercrime involving fraud, dishonesty or moral turpitude;(b) Participant’s willful or reckless material misconduct in the performance ofhis duties;
 
 

 
(c) Participant’s willful or reckless violation or disregard of any covenantsof Article VI of the Plan, the code of business conduct and ethics of the Company oran Affiliate or, if applicable, the code of ethics for CEO and senior financialofficers;(d) Participant’s material willful or reckless violation or disregard of apolicy of the Company or an Affiliate; or(e) Participant’s habitual or gross neglect of duties;provided, however, that for purposes of clauses (b) and (e), Cause shall not include any oneor more of the following:(i) bad judgment or negligence, other than Participant’s habitualneglect of duties or gross negligence;(ii) any act or omission in compliance with law and policies of theCompany and its Affiliates that is reasonably believed by the Participant ingood faith, after reasonable investigation, to have been in or not opposedto the best interest of the Company or an Affiliate (without intent of theParticipant to gain, directly or indirectly, a profit to which Participantwas not legally entitled);(iii) any act or omission with respect to which a determination couldproperly have been made by the Board that Participant had satisfied theapplicable standard of conduct for indemnification or reimbursement underthe Company’s certificate of incorporation, by-laws, Board resolutions, anyapplicable indemnification agreement, or applicable law, in each case as ineffect at the time of such act or omission; or(iv) during the period after a Change in Control, failure to meetperformance goals, objectives or measures following good faith efforts tomeet such goals, objectives or measures; andfurther provided that, for purposes of clauses (b) through (e), if an act, or a failure toact, which was done, or omitted to be done, by Participant in good faith and with areasonable belief, after reasonable investigation, that Participant’s act, or failure toact, was in the best interest of the Company or an Affiliate or was required by applicablelaw or administrative regulation, such breach shall not constitute Cause if, within ten (10)business days after Participant is given written notice of such breach that specificallyrefers to this Section, Participant cures such breach to the fullest extent that it iscurable. With respect to the above definition of Cause, no act or conduct by Participantwill constitute Cause if Participant acted: (i) in accordance with the instructions oradvice of counsel representing the Company or if there was a conflictsuch that Participant could not consult with counsel representing the Company, otherqualified counsel, or (ii) as required by legal process.
 
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1.1.6 “Change in Control” means and shall be deemed to have occurred if (i) anyPerson, other than the Company or a Related Party, is or becomes the “beneficial owner” (asdefined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Companyrepresenting fifty percent (50%) or more of the total voting power of all the thenoutstanding Voting Securities, (ii) any Person, other than the Company or a Related Party,purchases or otherwise acquires under a tender offer, securities of the Companyrepresenting fifty percent (50%) or more of the total voting power of all the thenoutstanding Voting Securities, (iii) during any period of two (2) consecutive years,individuals who at the beginning of such period constituted the Board (together with anynew directors whose election by the Board or nomination for election by the Company’sstockholders was approved by a vote of at least two-thirds (2/3) of the directors of theCompany then still in office who either were directors at the beginning of such period orwhose election or nomination for election was previously so approved) cease for any reasonto constitute a majority of the members of the Board, (iv) the consummation of a merger,consolidation, recapitalization or reorganization of the Company, other than a merger,consolidation, recapitalization or reorganization which would result in the VotingSecurities outstanding immediately prior thereto continuing to represent, either byremaining outstanding or by being converted into voting securities of the surviving entity(or if the surviving entity is a subsidiary of another entity, then of the parent entity ofsuch surviving entity), at least sixty percent (60%) of the total voting power representedby the voting securities of the surviving entity (or parent entity) outstanding immediatelyafter such merger, consolidation, recapitalization or reorganization, (v) the stockholdersapprove a plan of complete liquidation of the Company or an agreement for the sale ordisposition by the Company (in one transaction or a series of related transactions) of allor substantially all of the Company’s assets to any Person, other than a Related Party, or(vi) the Board or the appropriate committee thereof adopts a resolution to the effect thata Change in Control has occurred. Any event, transaction or series of events ortransactions that would constitute a Change in Control under this definition and thatrelates to, results from or constitutes a part of the insolvency of, or a bankruptcy,bankruptcy reorganization or receivership of, the Company shall not constitute a Change inControl.1.1.7 “Code” means the United States Internal Revenue Code of 1986, as amended.1.1.8 “Committee” means all of the members of the Willbros Executive Leadership Team, asthe same shall be composed from time to time.1.1.9 “Company” means Willbros Group, Inc., a Delaware corporation, and any successorthereto.
 
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1.1.10 “Competitive Business” means, as of any date, any individual or entity (and anybranch, office, or operation thereof) which engages in, or proposes to engage in(with Participant’s assistance) any of the following in which the Participant has beenengaged in the twelve (12) months preceding the Termination Date: (i) engineering,construction, turnaround, maintenance, life cycle extension services or facilitiesdevelopment or operations services to the oil, gas, power, refining or petrochemicalindustries, including, without limitation, designing, constructing, upgrading or repairingmidstream infrastructure such as pipelines, compressor stations or related facilities foronshore and coastal locations as well as downstream facilities, such as refineries; (ii)engineering or construction services for the electric power transmission and distributionmarkets; and (iii) any other business actively engaged in by the Company or any Affiliatewhich represents for any calendar year or is projected by the Company or any Affiliate (asreflected in a business plan adopted by the Company or any Affiliate before Participant’sTermination Date) to yield during any year during the first three fiscal year periodscommencing on or after Participant’s Termination Date, more than 5% of the gross revenue ofthe Willbros Parties, and, in either case, which is located (x) anywhere in the UnitedStates or Canada, or (y) anywhere outside of the United States or Canada where the Companyor any Affiliate is then engaged in, or proposes as of the Termination Date to engage in tothe knowledge of the Participant, any of such activities.1.1.11 “Confidential and Proprietary Information” means any non-public information ofany kind or nature in the possession of the Company or any Affiliate, including, withoutlimitation, ideas, processes, methods, systems, procedures, designs, innovations, devices,inventions, discoveries, know-how, data, techniques, models, lists of former, present andprospective customers, vendors, suppliers and employees, marketing, business or strategicplans, pricing structure, financial information, research and development information, tradesecrets or other subject matter relating to the Company’s or an Affiliate’s products,services, businesses, operations, employees, customers or suppliers, whether in tangible orintangible form, including: (i) any information that gives the Company or any Affiliate acompetitive advantage in the businesses in which the Company or an Affiliate is engaged, or(ii) any information obtained by the Company or any Affiliate from third parties to whichthe Company or an Affiliate owes a duty of confidentiality, or (iii) any information thatwas learned, discovered, developed, conceived, originated or prepared during or as a resultof the Participant’s performance of any services on behalf of the Company or any Affiliate.Notwithstanding the foregoing, “Confidential and Proprietary Information” shall not include:(i) information that is or becomes generally known to the public through no fault ofParticipant; (ii) information obtained on a non-confidential basis from a third party otherthan the Company or any Affiliate, which third party disclosed such information withoutbreaching any legal, contractual or fiduciary obligation; or (iii) information approved forrelease by written authorization of the Company.1.1.12 “Disability” means any medically determinable physical or mental impairment ofParticipant where he: (a) is unable to engage in any substantial gainful activity by reasonof any medically determinable physical or mental impairment which can be expected to resultin death or can be expected to last for a continuous period of not less than twelve (12)months, or (b) is, by reason of any medically determinable physical or mental impairmentwhich can be expected to result in death or can beexpected to last for a continuous period of not less than twelve (12) months,receiving income replacement benefits for a period of not less than three (3) months underan accident and health plan covering employees of Participant’s Employer. Notwithstandingthe foregoing, all determinations of whether a Participant is Disabled shall be made inaccordance with Section 409A of the Code.
 
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1.1.13 “Effective Date” means October 26, 2010 as to this Plan with respect to theCompany and each Subsidiary that adopts the Plan as of such date. If a Subsidiary adopts thePlan after such date, then the Effective Date for such Subsidiary and its Employees who areParticipants shall be the date specified in the document by which the Subsidiary adopts thePlan.1.1.14 “Employee” means a common law employee of an Employer.1.1.15 “Employer” means the Company or, if Participant is not employed by the Company,a Subsidiary that employs the Participant and which has adopted the Plan pursuant to ArticleVIII hereof, and the successor of either (provided, in the case of a Subsidiary, that eachsuccessor is also a Subsidiary).1.1.16 “ERISA” means the United States Employee Retirement Income Security Act of 1974,as amended.1.1.17 “Good Reason” means a Separation from Service by a Participant in accordancewith the substantive and procedural provisions of this Section.(a) Separation from Service by a Participant for “Good Reason” means aSeparation from Service initiated by the Participant on account of any one or moreof the following actions or omissions that, unless otherwise specified, occursfollowing a Change in Control:(i) a reduction in the rate of the Participant’s Annual BaseCompensation, except that a reduction in the rate of the Participant’sAnnual Base Compensation is not Good Reason if it is made as part of anacross-the-board salary reduction that affects all of the Company’sexecutive officers;(ii) a change in the location of a Participant’s principalplace of employment by the Employer by fifty (50) miles or more from thelocation where he was principally employed immediately prior to the date onwhich a Change in Control occurs;(iii) a significant reduction in the nature or scope of aParticipant’s authorities or duties from those applicable to suchParticipant immediately prior to the date on which a Change in Controloccurs; or(iv) the failure at any time of the successor to the Participant’sEmployer explicitly to assume and agree to be bound by this Plan.
 
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(b) Notwithstanding anything in this Plan to the contrary, no act or omissionshall constitute grounds for “Good Reason”:(i) unless the Participant gives a Notice of Termination to theEmployer thirty (30) days prior to his intent to terminate his employmentfor Good Reason which describes the alleged act or omission given rise toGood Reason;(ii) unless such Notice of Termination is given within ninety (90)days of the Participant’s first actual knowledge of such act or omission;and(iii) unless the Employer fails to cure such act or omission withinthe thirty (30) day period after receiving the Notice of Termination.(c) No act or omission shall constitute grounds for “Good Reason”, if theParticipant has consented in writing to such act or omission in a document thatmakes specific reference to this Section.1.1.18 “Incentive Plan” means any of the Company’s management incentive plans, salesincentive plans and other incentive or bonus plans or arrangements in existence on October26, 2010 (but excluding any long-term incentive awards), or any additional or successorplans in effect on or before the relevant Termination Date and providing substantiallyequivalent or better incentive opportunities for Employees.1.1.19 “Notice of Consideration” see Section 3.2.1.1.1.20 “Notice of Termination” means a written notice of a Separation from Service, ifapplicable, given in accordance with Section 10.3 that sets forth: (a) the specifictermination provision in the Plan relied on by the party giving such notice, (b) inreasonable detail the specific facts and circumstances claimed to provide a basis for suchSeparation from Service, and (c) if the Termination Date is other than the date of receiptof such Notice of Termination, the Termination Date.1.1.21 “Participant” means an Employee selected for participation in the Plan pursuantto Section 2.1 hereof.1.1.22 “Payment Date” means the date which is the sixtieth (60th) day afterthe date of a Separation from Service as to which a Severance Benefit is payable.1.1.23 “Person” shall have the meaning assigned in the Act.
 
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1.1.24 “Plan” means the 2010 Willbros Group, Inc. Management Severance Plan forExecutives, effective October 26, 2010, as amended from time to time.1.1.25 “Related Party” means (i) a Subsidiary, (ii) any employee benefit plan(including an employee stock ownership plan) sponsored by the Company or any Subsidiary, or(iii) a corporation owned directly or indirectly by the stockholders of the Company insubstantially the same proportion as their ownership of stock of the Company.1.1.26 “Sale of a Business” means the Company has sold or otherwise disposed of aSubsidiary, branch or other business unit (or all or substantially all of the assetsthereof), in which the Participant was employed before such sale or disposition, to anyPerson, other than the Company or an Affiliate, and the Participant has been offeredemployment with the acquirer of such Subsidiary, branch or unit on substantially the sameterms and conditions under which the Participant worked for the Participant’s Employer.1.1.27 “Separation from Service” means a Participant’s termination or deemedtermination from employment with the Employer. For purposes of determining whether aSeparation from Service has occurred, the employment relationship is treated as continuingintact while the Participant is on military leave, sick leave or other bona fide leave ofabsence if the period of such leave does not exceed six (6) months, or if longer, so longas the Participant retains a right to reemployment with his Employer under an applicablestatute or by contract. For this purpose, a leave of absence constitutes a bona fide leaveof absence only if there is a reasonable expectation that the Participant will return toperform services for the Employer. If the period of leave exceeds six (6) months and theParticipant does not retain a right to reemployment under an applicable statute or bycontract, the employment relationship will be deemed to terminate on the first dateimmediately following such six (6) month period. Notwithstanding the foregoing, if a leaveof absence is due to any medically determinable physical or mental impairment that can beexpected to result in death or can be expected to last for a continuous period of not lessthan six (6) months, and such impairment causes the Participant to be unable to perform theduties of the Participant’s position of employment or any substantially similar position ofemployment, a twenty-nine (29) month period of absence shall be substituted for such six(6) month period. For purposes of this Plan, a Separation from Service occurs at the dateas of which the facts and circumstances indicate either that, after such date: (A) theParticipant and Employer reasonably anticipate the Participant will perform no furtherservices for the Company or an Affiliate (whether as an employee or an independentcontractor), or (B) that the level of bona fide services the Participant will perform forthe Company or any Affiliate (whether as an employee or independent contractor) willpermanently decrease to no more than 20% of the average level of bona fide servicesperformed over the immediately preceding thirty-six (36) month period or, if theParticipant has been providing services to the Company, the Employer or an Affiliate forless than thirty-six (36) months, the full period over which the Participant has renderedservices, whether asan employee or independent contractor. The determination of whether a Separation fromService has occurred shall be governed by the provisions of Treasury Regulation § 1.409A-1,as amended, taking into account the objective facts and circumstances with respect to thelevel of bona fide services performed by the Participant after a certain date.
 
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1.1.28 “Severance Benefit” means the amounts payable and benefits provided inaccordance with Section 3.1 hereof.1.1.29 “Severance Compensation” means, with respect to each Participant, the sum ofthe following:(i) the greater of such Participant’s Annual Base Compensation at the rate ineffect (a) immediately prior to the date of the Change in Control, or (b) on thedate of such Participant’s Separation from Service; plus(ii) the Participant’s greatest annual cash bonus received during thethirty-six (36) month period ending on (a) the date of the Change in Control, withrespect to a Separation from Service following the date of a Change in Control or(b) the date of Separation from Service, with respect to a Separation from Serviceoccurring prior to the date of a Change in Control.1.1.30 “Subsidiary” means any corporation, partnership, limited liability company orjoint venture in which the Company, directly or indirectly, holds a majority of the votingpower of such corporation’s outstanding shares of capital stock or a majority of thecapital or profits interests of such partnership, limited liability company, or jointventure.1.1.31 “Termination Date” means the date of the receipt of the Notice of Termination byParticipant (if such notice is given by Participant’s Employer) or by Participant’s Employer(if such notice is given by Participant), or any later date, not more than thirty (30) daysafter the giving of such notice, specified in such notice; provided, however, that:(a) if Participant’s employment is terminated by reason of death or Disability,the Termination Date shall be the date of Participant’s death or the date of deemedtermination of employment due to Disability, as applicable, regardless of whether aNotice of Termination has been given; and(b) if no Notice of Termination is given, the Termination Date shall be thelast date on which the Participant is employed by an Employer; and(c) for purposes of Article VI (Restrictive Covenants) if the Participant doesnot have a Separation from Service, the Termination Date shall be the date theentity that employs the Participant ceases to be a Subsidiary, or the date of theSale of a Business.
 
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1.1.32 “Voting Securities” means any securities of the Company which carry the right tovote generally in the election of directors.1.1.33 “Willbros Party” means each of the Company or an Affiliate.1.1.34 “Work Product” means any and all work product, including, but not limited to,documentation, tools, templates, processes, procedures, discoveries, inventions,innovations, technical data, concepts, know-how, methodologies, methods, drawings,prototypes, trade secrets, notebooks, reports, findings, business plans, recommendations andmemoranda of every description, that Participant makes, conceives, discovers or developsalone or with others during the course of Participant’s employment with an Employer orduring the one (1) year period following Participant’s Termination Date (whether or notprotectable upon application by copyright, patent, trademark, trade secret or otherproprietary rights).**ARTICLE II. ELIGIBILITY**2.1 **Participation.**An Employee shall be entitled to be a Participant if the Employee isselected for participation by the Board and signs an Acceptance of Participation, in a formacceptable to the Company, at any date prior to the date of an event (i.e., prior to aChange in Control for purposes of Section 3.1.1 and prior to Separation from Service for purposesof Section 3.1.2) which would cause the Employee to be entitled to a Severance Benefit. TheCompany shall provide a notice to each Employee who is designated to be a Participant.2.2 **Duration of Participation.**A Participant shall cease to be a Participant when theParticipant incurs a Separation from Service, unless such Participant is then entitled to aSeverance Benefit. A Participant entitled to a Severance Benefit shall remain a Participant untilthe full amount of the Severance Benefit has been provided to such Participant. The Board may,from time to time, determine that a Participant shall no longer be a Participant; provided,however, that the Board shall not change the status of a Participant in any manner as of, after, orin anticipation of a Separation from Service or a Change in Control. The Company shall provide anotice to each Participant of any revocation of Participant status.**ARTICLE III. SEVERANCE BENEFIT**3.1 **Right to Severance Benefit.**Subject to Sections 3.5 and 3.6, a Participant shall beentitled to receive a Severance Benefit from the Participant’s Employer or the Company, asfollows:3.1.1 Separation from Service following a Change in Control. If, within one (1) yearfollowing a Change in Control, a Participant incurs an involuntary Separation from Serviceby action of the Employer other than for Cause or voluntarily incurs a Separationfrom Service for Good Reason, the Participant shall be entitled to (i) a lump sum cashpayment in an amount equal to two hundred percent (200%) of the Participant’s SeveranceCompensation, which shall be paid on the Payment Date, and (ii) the amounts set forth inSection 3.1.3, payable as described in Section 3.1.3.
 
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3.1.2 Separation from Service prior to a Change in Control. If, prior to a Change inControl, a Participant incurs an involuntary Separation from Service by action of theEmployer other than for Cause, the Participant shall be entitled to a lump sum cash paymentin an amount equal to one hundred percent (100%) of the Participant’s Severance Compensationunder Section 1.1.29(i) only (but not under Section 1.1.29(ii)) which shall be paid on thePayment Date.3.1.3 Additional Severance Benefit. In addition to the amounts payable under Section3.1.1, each Participant entitled to a Severance Benefit under Section 3.1.1 (but not underSection 3.1.2) shall receive:(i) a lump sum cash payment, which shall be paid on the Payment Date, in anamount equal to the following formula: (a) the deemed aggregate annual targetopportunity measured under all applicable Incentive Plans that could have beenearned by such Participant for the fiscal year of the Employer during which suchParticipant’s Termination Date occurs (determined as if all applicable goals andtargets had been satisfied in full), multiplied by (b) a fraction, the numerator ofwhich is the number of days during the period beginning on the first day of suchfiscal year and ending on the date such Participant’s Termination Date takeseffect, and the denominator of which is 365;(ii) an amount equal to (a) the actual cost incurred by such Participant forhealth continuation coverage under Part 6 of Title I of ERISA (including coverageof the Participant’s spouse and dependents, as the case may be) for a period oftwelve (12) months from the Termination Date less (b) the cost the Participantwould have incurred for comparable health coverage for such twelve (12) monthperiod had the Participant been an employee during such period. Such amount shallbe paid monthly on the first day of the month following the month in which theParticipant pays the applicable premium for such health continuation coverage forsuch month, beginning on the Payment Date. Participant acknowledges that theactuarially determined value of such coverage, which may exceed the normal COBRApremium, will be taxable income to Participant. Nothing herein shall be deemed toadversely affect in any way the rights that a Participant may have for healthcontinuation coverage under Part 6 of Title I of ERISA; and(iii) an amount equal to the Participant’s costs for life insurance benefits,for a period of twelve (12) months following the Termination Date, under the lifeinsurance benefit plans maintained by the Employer on the day prior to suchParticipant’s Termination Date, which amount will be paid directly by the Employeron the Payment Date.
 
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3.1.4 The Severance Benefit under Sections 3.1.1, 3.1.2 and 3.1.3 shall be payable inaddition to, and not in lieu of, all other accrued or vested or earned but deferredcompensation, rights, options and other benefits which may be owed to a Participant underany other plan or arrangement following termination, including, but not limited to, accruedvacation or sick pay, amounts or benefits payable under any incentive plan, any lifeinsurance plan, health plan, disability plan, or any similar or successor plans.3.2 **Terminations Which Do Not Give Rise to a Severance Benefit.**If a Participant dies,becomes Disabled, incurs a Separation from Service from the Employer for Cause or by reason of theParticipant’s voluntary Separation from Service (other than for Good Reason), or incurs aSeparation from Service due to the Sale of a Business, the Participant shall not be entitled to aSeverance Benefit, regardless of the occurrence of a Change in Control.3.2.1 Procedural Requirements for Termination for Cause. For any Separation fromService for Cause following a Change in Control, the Willbros Parties shall strictly observeeach of the following substantive and procedural provisions:(i) The Board shall call a meeting for the stated purpose of determining whetherParticipant’s acts or omissions satisfy the requirements of the definition of “Cause” and,if so, whether to terminate Participant’s employment for Cause.(ii) Not less than fifteen (15) days prior to the date of such meeting, the Board shallprovide or cause to be provided Participant and each member of the Board written notice (a“Notice of Consideration”) of: (A) a detailed description of the acts or omissions allegedto constitute Cause, (B) the date of such meeting of the Board, and (C) Participant’s rightsunder clauses (iii) and (iv) below.(iii) Participant shall have the opportunity to present to the Board a written responseto the Notice of Consideration, but shall not have the right to appear in person or bycounsel before the Board.(iv) Participant’s employment may be terminated for Cause only if: (A) the acts oromissions specified in the Notice of Consideration did in fact occur and such actions oromissions do constitute Cause as defined in this Plan, (B) the Board, by affirmative vote ofa simple majority of its members, makes a specific determination to such effect and to theeffect that Participant’s employment should be terminated for Cause (“Cause Determination”),and (C) the Company or the Employer thereafter provides Participant with a Notice ofTermination that specifies in specific detail the basis of such Separation from Service forCause and which Notice shall be consistent with the reasons set forth in the Notice ofConsideration.(v) In the event that the existence of Cause shall become an issue in any action orproceeding between Participant, on the one hand, and any one or more of theWillbros Parties, on the other hand, the Cause Determination shall be final and bindingon all parties, except as provided in Section 3.2.2 below.Nothing in this Section 3.2.1 shall preclude the Board, by majority vote, fromsuspending Participant from his duties, with pay, at any time.
 
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3.2.2 Standard of Review. In the event that the existence of Cause shall becomean issue in any action or proceeding between a Participant following a Change in Control, onthe one hand, and any one or more of the Willbros Parties on the other hand, the WillbrosParties, as applicable, shall, notwithstanding the Cause Determination, have the burden ofestablishing that the actions or omissions specified in the Notice of Consideration did infact occur and do constitute Cause and that the Willbros Parties have satisfied allapplicable substantive and procedural requirements of this Section.3.3 **Code Section 280G Cutback.**Notwithstanding any provision of this Plan to the contrary, ifany amount or benefit to be paid under Article III of this Plan would be an “excess parachutepayment” (within the meaning of Section 280G of the Code, or any successor provision thereto) butfor the application of this sentence, then the payment to be paid or provided under this Plan willbe reduced to the minimum extent necessary (but in no event to less than zero) so that no portionof any such payment, as so reduced, constitutes an excess parachute payment. Whether requested bythe Participant or the Company, the determination of whether any reduction in such payment orbenefit to be provided under this Plan or otherwise is required pursuant to the preceding sentencewill be made at the expense of the Company by the Company’s independent accountants. The fact thatParticipant’s right to payment or benefit may be reduced by reason of the limitations contained inthis Section 3.3 will not of itself limit or otherwise affect any rights the Participant has otherthan pursuant to this Plan. In the event that any payment or benefit intended to be provided underthis Plan is required to be reduced pursuant to this Section 3.3, the Company will reduceParticipant’s payment and/or benefit, to the extent required, in the following order: (i) the lumpsum payment described in Section 3.1.1 or 3.1.2 (as the case may be), (ii) the lump sum paymentdescribed in Section 3.1.3(i), and (iii) the health and life continuation benefits set forth inSections 3.1.3(ii) and (iii). The Company and Participant agree that the value attributable to therestrictive covenants of Article VI is an amount equal to the sum of (i) the Participant’s AnnualBase Compensation and (ii) the amount payable under Section 3.1.3(i), for the requisite period thatsuch restrictions are in effect following the Separation from Service.3.4 **Payment Date Limitation.**Notwithstanding anything to the contrary in this Plan, nopayment under the Plan shall be paid later than the December 31 of the second calendar yearfollowing the calendar year in which the Separation from Service occurs.3.5 **Waiver and Release.**Notwithstanding anything to the contrary in this Plan, in the eventthat the Participant becomes entitled to a Severance Benefit, no Willbros Party shall have anyobligation to the Participant unless and until the Participant executes and delivers to the Companywithin sixty (60)-days after Separation from Service a release and waiver substantially in the formattached hereto as Exhibit B, or as otherwise mutually acceptable.3.6 **Breach of Covenants.**If a court determines that the Participant has breached anycovenants of Article VI or other obligation entered into at any time between the Participant andany Willbros Party, then no Willbros Party shall have any obligation to pay or provide anySeverance Benefits under Article III of the Plan.
 
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**ARTICLE IV. WELFARE PLAN AND SUMMARY PLAN DESCRIPTION**4.1 **Welfare Plan and Summary Plan Description.**This Plan is intended to be a welfare planunder Section 3(1) of ERISA, and if this Plan were found to be a pension plan under Section 3(2) ofERISA, the Plan is intended to qualify as a plan maintained for the purpose of providing deferredcompensation for a select group of management or highly compensated employees, within the meaningof Sections 201(2), 301(3) and 401(a)(1) of ERISA. This Plan also is intended to be a summary plandescription under Section 102 of ERISA. The Plan, as a summary plan description, has been writtenin a manner calculated to be understood by the average Participant of the Plan and to reasonablyapprise the Participants and their beneficiaries of their rights and obligations under the Plan.Additional provisions of the Plan which are intended to satisfy the requirements of a summary plandescription under Section 102 of ERISA are set out in Exhibit A, attached hereto and made a parthereof. A copy of the Plan shall be provided to each Participant.**ARTICLE V. NO SET-OFF OR MITIGATION**5.1 **No Set-off.**The Participant’s right to receive when due the payments and other benefitsprovided for under this Plan is absolute, unconditional and subject to no setoff, counterclaim,recoupment, or other claim, right or action that any Willbros Party may have against Participant orothers, except as expressly provided in this Section 5.1 or as specifically otherwise provided inthis Plan. Notwithstanding the prior sentence, any Willbros Party shall have the right to deductany amounts outstanding on any loans or other extensions of credit to Participant from a WillbrosParty from the Participant’s payments and other benefits (if any) provided for under this Plan.Notwithstanding any provision of this Plan to the contrary, the Participant acknowledges that anyincentive-based compensation paid to the Participant under this Plan may be subject to recovery bythe 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 theDodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of theUnited States Securities and Exchange Commission thereunder or the requirements of any nationalsecurities exchange on which the Company’s common stock may be listed. The Participant agrees topromptly return any such incentive-based compensation which the Company determines it is requiredto recover from the Participant under any such clawback policy. Time is of the essence in theperformance by the Willbros Parties of their respective obligations under this Plan.5.2 **No Mitigation.**The Participant shall not have any duty to mitigate the amounts payable byany Willbros Party under this Plan by seeking new employment or self-employment followingtermination. Except as specifically otherwise provided in this Plan, all amounts payable pursuantto this Plan shall be paid without reduction regardless of any amounts of salary, compensation orother amounts which may be paid or payable to the Participant as the result of Participant’semployment by another employer or self-employment.
 
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**ARTICLE VI. RESTRICTIVE COVENANTS**6.1 **Confidential and Proprietary Information.**The Participant agrees that Confidential andProprietary Information constitutes valuable, special and unique assets of the Company and itsAffiliates, developed at great expense by the Company and its Affiliates, and that competitors canreap potential or real economic benefits from the possession of such information that is nototherwise available to them. The Participant acknowledges that in the course of performingservices for a Willbros Party, the Participant may create (alone or with others), learn of, haveaccess to, receive and be provided training in the handling of Confidential and ProprietaryInformation. Each Participant recognizes that all such Confidential and Proprietary Informationconstitutes a legitimate business interest of the Company and its Affiliates and is the sole andexclusive property of the Company and its Affiliates or of third parties to which the Company or anAffiliate owes a duty of confidentiality, that it is the Company’s policy to safeguard and keepconfidential all such Confidential and Proprietary Information, and that disclosure of Confidentialand Proprietary Information to an unauthorized third party would cause irreparable harm to theCompany and its Affiliates. Each Participant agrees that, except as required by the duties of theParticipant’s employment with the Company or any of its Affiliates and except in connection withenforcing Participant rights under this Plan or if compelled by a court or governmental agency, ineach case provided that prior written notice is given to the Company, the Participant will not,without the written consent of the Company, willfully disseminate or otherwise disclose, directlyor indirectly, any Confidential and Proprietary Information disclosed to Participant or otherwiseobtained by Participant during his employment with the Company or its Affiliates, and will take allnecessary precautions to prevent disclosure to any unauthorized individual or entity (whether ornot such individual or entity is employed or engaged by, or is otherwise affiliated with, theCompany or any Affiliate), and will use the Confidential and Proprietary Information solely for thebenefit of the Company and its Affiliates and will not use the Confidential and ProprietaryInformation for the benefit of any other Person nor permit its use for the benefit of Participant.These obligations shall continue during and after the termination of Participant’s employment forany reason and for so long as the Confidential and Proprietary Information remains Confidential andProprietary Information.6.2 **Non-Competition.**The Participant acknowledges and agrees that, as an employee andrepresentative of the Company or an Affiliate, Participant has been and will be given specializedtraining and/or information regarding the Company’s and its Affiliates’ business methods andaccess to certain Confidential and Proprietary Information. Participant therefore acknowledgesand agrees that the protection of such information constitutes a legitimate business interest ofthe Company and its Affiliates. Consequently, and as ancillary covenants to the terms, conditionsand promises set forth elsewhere in this Plan, and in particular the covenants set forth in thisArticle VI, Participant agrees to this non-competition covenant. During the period beginning onthe Effective Date and ending on the first anniversary of the date of Separation from Service,regardless of the reason for Participant’s Separation from Service, Participant agrees thatwithout the written consent of the Company, Participant shall not at any time, directly orindirectly, in any capacity:6.2.1 engage or participate in, become employed by, serve as a director of, or renderadvisory or consulting or other services in connection with, any Competitive Business;provided, however, that after Participant’s Separation from Service, this Section 6.2 shallnot preclude Participant from: (i) being an employee of, or consultant to, any businessunit of a Competitive Business but only if: (A) such business unit does not qualify as aCompetitive Business in its own right, and (B) Participant does not have any direct orindirect involvement in, or responsibility for, any operations of such Competitive Businessthat cause it to qualify as a Competitive Business, or (ii) with the approval of theCompany, being a consultant to, an advisor to, a director of, or an employee of, aCompetitive Business. This restriction applies regardless of geographic location, it beingacknowledged by both the Company and the Participant that the Company’s and its Affiliates’competitors are not confined to a particular geographic area; or
 
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6.2.2 make or retain any financial investment, whether in the form of equity or debt,or own any interest, in any Competitive Business. Nothing in this Section 6.2.2 shall,however, restrict the Participant from making an investment in any Competitive Business ifsuch investment does not: (i) represent more than 1% of the aggregate market value of theoutstanding capital stock or debt (as applicable) of such Competitive Business, (ii) giveParticipant any right or ability, directly or indirectly, to control or influence the policydecisions or management of such Competitive Business, or (iii) create a conflict of interestbetween Participant’s duties to the Company and its Affiliates or under this Plan and hisinterest in such investment.6.3 **Non-Solicitation.**The Participant acknowledges and agrees that, as an employee andrepresentative of the Company or an Affiliate, Participant has been and will be given specializedtraining and/or information and materials belonging to the Company, its Affiliates and to thirdparties, including but not limited to, clients, vendors, suppliers and customers, who havefurnished such information and materials to the Company and its Affiliates under obligations ofconfidentiality. Participant acknowledges and agrees that this creates a special relationship oftrust and confidence between the Company, its Affiliates, Participant and the Company’s establishedvendors, suppliers, and customers. Participant further acknowledges and agrees that there is ahigh risk and opportunity for any person given such training and information to misappropriate therelationship and goodwill existing between the Company and its Affiliates and the Company’sestablished clients, vendors, suppliers, and customers. Consequently, and as ancillary covenants tothe terms, conditions and promises set forth elsewhere in this Plan, and in particular thecovenants set forth in this Article VI, Participant agrees to this non-solicitation covenant.During the period beginning on the Effective Date and ending on the first anniversary of the dateof Separation from Service, regardless of the reason for Participant’s Separation from Service, theParticipant shall not, directly or indirectly:6.3.1 other than in connection with the good-faith performance of his duties as anofficer of the Company or its Affiliates, cause or attempt to cause any employee, directoror consultant of the Company or an Affiliate to terminate his relationship withthe Company or an Affiliate;
 
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6.3.2 solicit the employment or engagement as a consultant or adviser, of any employeeof the Company or an Affiliate (other than by the Company or its Affiliates), or cause orattempt to cause any Person to do any of the foregoing;6.3.3 establish (or take preliminary steps to establish) a business with, or cause orattempt to cause others to establish (or take preliminary steps to establish) a businesswith, any employee of the Company or an Affiliate, if such business is or will be aCompetitive Business; or6.3.4 solicit the purchase or sale of goods, services or combination of goods andservices from the established customers of the Company or an Affiliate. For the purpose ofthis provision, “established customers” shall be deemed to include any entity or Personwhich has been a customer or supplier of the Company or an Affiliate within twelve (12)months of the date of Participant’s Separation from Service with the Company or anAffiliate. This restriction applies regardless of geographic location, it being acknowledgedby both the Company and the Participant that the Company’s and its Affiliates’ establishedcustomers are not confined to a particular geographic area.6.4 **Intellectual Property.**6.4.1 During the period of Participant’s employment with the Company or any Affiliate,and thereafter upon the Company’s request, regardless of the reason for Participant’sSeparation from Service, Participant shall disclose immediately to the Company all WorkProduct that: (i) relates to the business of the Company or any Affiliate or any customeror supplier to the Company or an Affiliate or any of the products or services beingdeveloped, manufactured, sold or otherwise provided by the Company or an Affiliate or thatmay be used in relation therewith; or (ii) results from tasks or projects assigned toParticipant by the Company or an Affiliate; or (iii) results from the use of the premises orpersonal property (whether tangible or intangible) owned, leased or contracted for by theCompany or an Affiliate. Participant agrees that any Work Product shall be the property ofthe Company and, if subject to copyright, shall be considered a “work made for hire” withinthe meaning of the Copyright Act of 1976, as amended. If and to the extent that any suchWork Product is not a “work made for hire” within the meaning of the Copyright Act of 1976,as amended, Participant hereby assigns, and agrees to assign, to the Company all right,title and interest in and to the Work Product and all copies thereof, and all copyrights,patent rights, trademark rights, trade secret rights and all other proprietary andintellectual property rights in the Work Product, without further consideration, free fromany claim, lien for balance due, or rights of retention thereto on the part of Participant.6.4.2 Notwithstanding the foregoing, the Company agrees and acknowledges that theprovisions of Section 6.4.1 relating to ownership and disclosure of Work Product do notapply to any inventions or other subject matter for which no equipment, supplies, facility,or trade secret information of the Company or an Affiliate was used and that aredeveloped entirely on Participant’s own time, unless: (i) the invention or othersubject matter relates: (a) to the business of the Company or an Affiliate, or (b) to theactual or demonstrably anticipated research or development of the Company or any Affiliate,or (ii) the invention or other subject matter results from any work performed by Participantfor the Company or any Affiliate.
 
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6.4.3 The Participant agrees that, upon disclosure of Work Product to the Company,Participant will, during his employment by the Company or an Affiliate and at any timethereafter, at the request and cost of the Company, execute all such documents and performall such acts as the Company or an Affiliate (or their respective duly authorized agents)may reasonably require: (i) to apply for, obtain and vest in the name of the Company alone(unless the Company otherwise directs) letters patent, copyrights or other intellectualproperty protection in any country throughout the world, and when so obtained or vested torenew and restore the same; and (ii) to prosecute or defend any opposition proceedings inrespect of such applications and any opposition proceedings or petitions or applications forrevocation of such letters patent, copyright or other intellectual property protection, orotherwise in respect of the Work Product.6.4.4 In the event that the Company is unable, after reasonable effort, to secure theParticipant’s execution of such documents as provided in Section 6.4.3, whether because ofParticipant’s physical or mental incapacity or for any other reason whatsoever, Participanthereby irrevocably designates and appoints the Company and its duly authorized officers andagents as his agent and attorney-in-fact, to act for and on his behalf to execute and fileany such application or applications and to do all other lawfully permitted acts to furtherthe prosecution, issuance and protection of letters patent, copyright and other intellectualproperty protection with the same legal force and effect as if personally executed byParticipant.6.5 **Non-Disparagement.**6.5.1 On and after any Separation from Service, Participant shall not make, or cause tobe made, any statement, observation or opinion, or communicate any information (whether oralor written, directly or indirectly) that: (i) accuses or implies that the Company and/or anyof its Affiliates, together with their respective present or former officers, directors,partners, stockholders, employees and agents, and each of their predecessors, successors andassigns, engaged in any wrongful, unlawful or improper conduct, whether relating toParticipant’s employment (or the termination thereof), the business or operations of theCompany and/or an Affiliate, or otherwise; or (ii) disparages, impugns or in any wayreflects adversely upon the business or reputation of the Company and/or any of itsAffiliates, together with their respective present or former officers, directors, partners,stockholders, employees and agents, and each of their predecessors, successors and assigns.6.5.2 The Company agrees not to authorize any statement, observation or opinion, orcommunicate any information (whether oral or written, direct or indirect) that: (i) accusesor implies that Participant engaged in any wrongful, unlawful or improperconduct relating to Participant’s employment or termination thereof with the Company orany Affiliate, or otherwise; or (ii) disparages, impugns or in any way reflects adverselyupon the reputation of Participant.
 
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6.5.3 Notwithstanding anything to the contrary in this Plan, nothing herein shall bedeemed to preclude Participant or the Company and its Affiliates from providing truthfultestimony or information pursuant to subpoena, court order or other similar legal orregulatory process, provided, that to the extent permitted by law, Participant will promptlyinform the Company of any such obligation prior to participating in any such proceedings.6.6 **Reasonableness of Restrictive Covenants.**6.6.1 Participant acknowledges that the covenants contained in this Plan are reasonablein the scope of the activities restricted, the geographic area covered by the restrictions,and the duration of the restrictions, and that such covenants are reasonably necessary toprotect the Company’s and its Affiliates’ legitimate interests in their Confidential andProprietary Information, their proprietary work, and in their relationships with theiremployees, customers, suppliers and agents.6.6.2 The Company has, and Participant has had an opportunity to, consult with theirrespective legal counsel and to be advised concerning the reasonableness and propriety ofsuch covenants. Participant acknowledges that his observance of the covenants containedherein will not deprive Participant of the ability to earn a livelihood or to support hisdependents.6.6.3 Participant understands he is bound by the terms of this Article VI, whether ornot he receives severance payments under this Plan or otherwise.6.7 **Right to Injunction; Survival of Undertakings.**6.7.1 In recognition of the confidential nature of the Confidential and ProprietaryInformation, and in recognition of the necessity of the limited restrictions imposed by thisPlan, Participant and the Company agree that it would be impossible to measure solely inmoney the damages which the Company and its Affiliates would suffer if Participant were tobreach any of his obligations hereunder. Participant acknowledges that any breach of anyprovision of this Plan would irreparably injure the Company and its Affiliates.Accordingly, Participant agrees that if he breaches any of the provisions of this Plan, theCompany and its Affiliates shall be entitled, in addition to any other remedies to which theCompany and its Affiliates may be entitled under this Plan or otherwise, to an injunction tobe issued by a court of competent jurisdiction, to restrain any breach, or threatenedbreach, of any provision of this Plan without the necessity of posting a bond or othersecurity therefor, and Participant hereby waives any right to assert any claim or defensethat the Company and its Affiliates have an adequate remedy at law for any such breach.
 
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6.7.2 The covenants in this Article VI are severable and separate, and theunenforceability of any specific covenant shall not affect the provisions of any othercovenant. In the event any court of competent jurisdiction determines that any covenantincluded in this Article VI is unenforceable in whole or in part because of such covenant’sduration or geographical or other scope, it is the intention of the Company and theParticipant that the court shall modify such restrictions, as the case may be, so as tocause such covenant as so modified to be enforceable, and this Plan shall thereby bereformed.6.7.3 All of the provisions of this Plan shall survive any Separation from Service ofParticipant, without regard to the reasons for such termination. Notwithstanding anythingto the contrary in this Plan, in addition to any other rights it may have, neither theCompany nor any Affiliate shall have any obligation to pay or provide severance or otherbenefits (except as may be required under ERISA) after the date of Separation from Serviceif Participant has materially breached any of Participant’s obligations under this Plan.6.7.4 All covenants in this Article VI shall be construed as an agreement independentof any other provision in this Plan, and the existence of any claim or cause of action ofthe Participant against the Company or an Affiliate, whether predicated on this Plan, orotherwise, shall not constitute a defense to the enforcement by the Company or an Affiliateof such covenants.**ARTICLE VII. NON-EXCLUSIVITY OF RIGHTS**7.1 **Waiver of Certain Other Rights.**To the extent that Participant shall have receivedseverance payments or other severance benefits under any other plan, program, policy, practice orprocedure or agreement of any Willbros Party prior to receiving severance payments or otherseverance benefits pursuant to Article III, the severance payments or other severance benefitsunder such other plan, program, policy, practice or procedure or agreement shall reduce (but notbelow zero) the corresponding severance payments or other benefits to which Participant shall beentitled under Article III. To the extent that Participant accepts payments made pursuant toArticle III, he shall be deemed to have waived his right to receive a corresponding amount offuture severance payments or other severance benefits under any other plan, program, policy,practice or procedure or agreement of any Willbros Party.7.2 **Other Rights.**Except as expressly provided in this Plan, the Participant’s participationin the Plan shall not prevent or limit Participant’s continuing or future participation in anybenefit, bonus, incentive or other plan, program, policy, practice or procedure provided by aWillbros Party and for which Participant may qualify, nor shall this Plan limit or otherwise affectsuch rights as Participant may have under any other plans with a Willbros Party. Amounts that arevested benefits or that Participant is otherwise entitled to receive under any plan, program,policy, practice or procedure and any other payment or benefit required by law at or after the dateof Separation from Service shall be payable in accordance with such plan, program, policy, practiceor procedure or applicable law except as expressly modified by this Plan.
 
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7.3 **No Right to Continued Employment.**Nothing in this Plan shall guarantee the right ofParticipant to continue in employment, and the Company and the Employer retain the right toterminate Participant’s employment at any time for any reason or for no reason.**ARTICLE VIII. PARTICIPATING EMPLOYERS**This Plan may be adopted by any Subsidiary. Upon such adoption, the Subsidiary shall becomean Employer and the provisions of the Plan shall be fully applicable to the Employees of thatSubsidiary who are designated Participants by the Board. This Plan establishes and vests in eachParticipant a contractual right to the relevant benefits hereunder, enforceable by the Participantagainst the Participant’s Employer. The Company agrees unconditionally to guarantee theperformance by, and obligation of, each Employer under the Plan.**ARTICLE IX. SUCCESSOR TO EMPLOYER**This Plan shall bind any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) which becomes such after a Change in Control has occurred in the samemanner and to the same extent that the Employer would be obligated under this Plan if nosuccession had taken place. In the case of any transaction in which a successor (which becomessuch after a Change in Control has occurred) would not by the foregoing provision or by operationof law be bound by this Plan, the Employer shall require such successor expressly andunconditionally to assume and agree to perform the Employer’s obligations under this Plan, in thesame manner and to the same extent that the Employer would be required to perform if no suchsuccession had taken place. The terms “Company” and “Employer,” as used in this Plan, shall meanthe Company or an Employer, respectively, as hereinbefore defined and any successor or assignee tothe business or assets which by reason hereof becomes bound by this Plan.**ARTICLE X. DURATION AND AMENDMENT**10.1 **Duration.**The initial term of the Plan shall be the period beginning on the EffectiveDate and ending on (and including) December 31, 2010. Beginning on the last day of such initialterm, and on each successive anniversary of such date, the term of the Plan shall be extendedautomatically for an additional successive one (1)-year term; provided, however, that if, at leastthree (3) months prior to the last day of any such term, the Company shall give to theParticipants written notice that no such automatic extension shall occur, then this Plan shallterminate on the last day of such term. This Plan shall remain in effect until so terminated bythe Company. Failure of the Company to provide the required notice to Participants shall beconsidered as an extension of this Plan for an additional one (1)-year term. Notwithstandinganything to the contrary contained in this “sunset provision,” if a Change in Control occurs whilethis Plan is in effect, then this Plan shall not be subject to termination under this “sunsetprovision,” and this Plan shall remain in force for a period of one (1) year after such Change inControl, and if within said one (1)-year period the contingency factors occur which would entitlea Participant to the benefits as provided herein, then this Plan shall remain in effect inaccordance with its terms. If, within such one (1) year after a Change inControl, the contingency factors that would entitle a Participant to said benefits do notoccur, thereupon this Plan shall terminate at the expiration of one (1) year after such Change inControl.
 
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10.2 **Amendment.**The Plan may not be amended except for: (i) an amendment that increases thebenefits payable under the Plan or otherwise constitutes a bona fide improvement of aParticipant’s rights under the Plan, or (ii) an amendment which decreases the benefits of aParticipant that is consented to in writing by such Participant or that is required in order forthe Plan to comply with applicable law or regulation. The parties intend that all payments andreimbursements made under this Plan be excepted from Section 409A of the Code, and the regulationsand other guidance promulgated thereunder (collectively, “Section 409A”) and, if not excepted, becompliant with Section 409A. Accordingly, in the event of any ambiguity in this Plan, this Planshall be interpreted and administered so as to be excepted from or, if not excepted from,compliant with, Section 409A to the fullest extent possible. In the event the Company determinesthat a payment or reimbursement or a series of payments or reimbursements is neither excepted fromnor compliant with 409A, notwithstanding anything in this Plan to the contrary, the Company shallhave the unilateral right to modify or amend this Plan as it deems reasonably appropriate withrespect to Section 409A and other applicable law to render such payment excepted or compliant soas, to the extent possible, to avoid any adverse tax consequences to either any Willbros Party orthe Participants. Each payment under this Plan shall be deemed a separate payment for purposes ofSection 409A.10.3 **Notices.**All notices and other communications under this Plan shall be in writing anddelivered by hand, by a nationally-recognized delivery service that promises overnight delivery, orby first-class registered or certified mail, return receipt requested, postage prepaid, addressedas follows:If to Participant:to Participant at his most recent home address on file with theCompany.If to the Company or the Employer:Willbros Group, Inc.4400 Post Oak Parkway, Suite 1000Houston, TX 77027Attention: General Counselor to such other address as either party shall have furnished to the other in writing. Notice andcommunications shall be effective when actually received by the addressee.**ARTICLE XI. ADMINISTRATION**11.1 **Fiduciaries.**Under certain circumstances, the Board or the Committee may be determinedby a court of law to be a fiduciary with respect to a particular action under thePlan. As authorized by ERISA, to prevent any two parties to the Plan from being deemedco-fiduciaries with respect to a particular function, the Plan is intended, and should beconstrued, to allocate to each party to the Plan only those specific powers, duties,responsibilities, and obligations as are specifically granted to it under the Plan.
 
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11.2 **Allocation of Responsibilities**.11.2.1 **Board of Directors.**The Board shall have exclusive authority andresponsibility for:(i) The amendment or termination of this Plan in accordance with Sections 10.1and 10.2; and(ii) The delegation to the Committee of any authority and responsibilityreserved herein to the Board.11.2.2 **Committee.**The Committee shall serve as plan administrator and shall haveexclusive authority and responsibility for those functions set forth in Section 11.3, inother provisions of this Plan, and in provisions of a trust used to pay benefits under thisPlan.11.3 **Provisions Concerning the Committee.**11.3.1 **Membership and Voting**. The Committee shall consist of not less than three (3)members. The Committee shall act by a majority of its members at the time in office, andsuch action may be taken by a vote at a meeting, in writing without a meeting, or bytelephonic communications. Attendance at a meeting, in person or by telephone, shallconstitute waiver of notice thereof. A member of the Committee who is a Participant of thePlan shall not vote on any question relating specifically to such Participant. Any suchaction shall be voted or decided by a majority of the remaining members of the Committee.The Committee may designate one of its members as the Chairman and may appoint a Secretarywho may, but need not, be a member thereof. The Committee may appoint from its members suchsubcommittees with such powers as the Committee shall determine.11.3.2 **Duties of the Committee.**The Committee shall administer the Plan in accordancewith its terms and shall have all the powers necessary to carry out such terms. TheCommittee shall execute any certificate, instrument or other written direction on behalf ofthe Plan and may make any payment on behalf of the Plan. All interpretations of the Plan,and questions concerning its administration and application, shall be determined by theCommittee (or its delegate). The Committee may appoint such accountants, counsel,specialists, and other persons as it deems necessary or desirable in connection with theadministration of the Plan. Such accountants and counsel may, but need not, be accountantsand counsel for the Company or a Related Party.
 
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11.4 **Delegation of Responsibilities; Bonding.**11.4.1 **Delegation and Allocation.**The Board and the Committee, respectively, shallhave the authority to delegate or allocate, from time to time, by a written instrument, allor any part of their responsibilities under the Plan to such person or persons as each maydeem advisable and in the same manner to revoke any such delegation or allocation ofresponsibility. Any action of a person in the exercise of such delegated or allocatedresponsibility shall have the same force and effect for all purposes hereunder as if suchaction had been taken by the Board or the Committee, as the case may be. Neither theCompany, any Employer, the Board, the Committee nor any member thereof shall be liable forany acts or omissions of any such person, who shall periodically report to the Board or theCommittee, as applicable, concerning the discharge of the delegated or allocatedresponsibilities.11.4.2 **Bonding.**The members of the Committee shall serve without bond (except asexpressly required by federal law) and without compensation for their services as such.11.5 **No Joint Fiduciary Responsibilities.**This Plan is intended to allocate to each namedfiduciary the individual responsibility for the prudent execution of the functions assigned to it,and none of such responsibilities and no other responsibility shall be shared by two or more ofsuch named fiduciaries unless such sharing is provided for by a specific provision of the Plan.Whenever one named fiduciary is required herein to follow the directions of another namedfiduciary, the two named fiduciaries shall not be deemed to have been assigned a sharedresponsibility, but the responsibility of a named fiduciary receiving such directions shall be tofollow them insofar as such instructions are on their face proper under applicable law.11.6 **Information to be Supplied by Employer.**Each Employer shall provide to the Committee orits delegate such information as it shall from time to time need in the discharge of its duties.11.7 **Fiduciary Capacity.**Any person or group of persons may serve in more than one fiduciarycapacity with respect to the Plan.11.8 **Claims Procedures.**Generally, a Participant will not need to file a claim for aSeverance Benefit in order to receive benefits payable under the Plan. If, however, a Participantbelieves that the Participant has not received Severance Benefits to which the Participantbelieves the Participant is entitled, including a disagreement with respect to the amount of theSeverance Benefit paid, then the Participant may file a claim for benefits as follows below.11.8.1 **Definitions.**For purposes of this Section 11.8, the following terms, whencapitalized, will be defined as follows:(i) Adverse Benefit Determination: Any denial, reduction or termination of orfailure to provide or make payment (in whole or in part) for aPlan benefit, including any denial, reduction, termination or failure to provideor make payment that is based on a determination of a Claimant’s eligibility toparticipate in the Plan. Further, any invalidation of a claim for failure to complywith the claim submission procedure will be treated as an Adverse BenefitDetermination.
 
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(ii) Benefits Administrator: The person or office, if any, to whom theCommittee has delegated day-to-day Plan administration responsibilities and who,pursuant to such delegation, processes Plan benefit claims in the ordinary course.(iii) Claimant: A Participant or beneficiary or an authorized representative ofsuch Participant or beneficiary who has filed or desires to file a claim for a Planbenefit.11.8.2 **Filing of Benefit Claim.**A Claimant must file with the Committee (or theBenefits Administrator) a written claim for benefits under the Plan on the form provided by,or in any other manner approved by, the Committee. (For purposes of applying the timeperiods for benefit determination pursuant to Section 11.8.4, filing a claim with theWillbros Benefits Administrator will be treated as filing a claim with the Committee.) Inconnection with the submission of a claim, the Claimant may examine the Plan and any otherrelevant documents relating to the claim, and may submit written comments relating to suchclaim to the Committee coincident with the filing of the benefit claim form. Failure of aClaimant to comply with the claim submission procedure will invalidate such claim unless theCommittee in its discretion determines that it was not reasonably possible to provide suchproof or comply with such procedure.11.8.3 **Processing of Benefit Claim.**Upon receipt of fully completed benefit claimforms from a Claimant, the Committee (or the Benefits Administrator) shall process suchbenefit claim considering (i) all materials submitted by the Claimant in connection with theclaim, (ii) all Plan provisions pertaining to the benefit claim, and (iii) whereappropriate, all information as to whether such Plan provisions have in the past beenconsistently applied with respect to other similarly situated Claimants. The Committee (orthe Benefits Administrator) shall process the claim within the time frame provided inSection 11.8.4.11.8.4 **Notification of Adverse Benefit Determination.**In any case of an AdverseBenefit Determination of a claim for a Plan benefit, the Committee shall furnish writtennotice to the affected Claimant within a reasonable period of time but not later than ninety(90) days after receipt of such claim for Plan benefits (or within one hundred and eighty(180) days if special circumstances necessitate an extension of the ninety (90)-day periodand the Claimant is informed of such extension in writing within the ninety (90)-day periodand is provided with an extension notice consisting of an explanation of the specialcircumstances requiring the extension of time and the date by which the benefitdetermination will be rendered). Any notice that denies a benefit claim of aClaimant in whole or in part shall, in a manner calculated to be understood by theClaimant:(i) State the specific reason or reasons for the Adverse Benefit Determination;
 
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(ii) Provide specific reference to pertinent Plan provisions on which theAdverse Benefit Determination is based;(iii) Describe any additional material or information necessary for theClaimant to perfect the claim and explain why such material or information isnecessary; and(iv) Describe the Plan’s review procedures and the time limits applicable tosuch procedures, including a statement of the Claimant’s right to bring a civilaction under Section 502(a) of ERISA following an Adverse Benefit Determination onreview.11.8.5 **Review of Adverse Benefit Determination.**A Claimant has the right to have anAdverse Benefit Determination reviewed in accordance with the following claims reviewprocedure:(i) The Claimant must submit a written request for such review to the Committeenot later than sixty (60) days following receipt by the Claimant of the AdverseBenefit Determination notification;(ii) The Claimant shall have the opportunity to submit written comments,documents, records, and other information relating to the claim for benefits to theCommittee;(iii) The Claimant shall have the right to have all comments, documents,records, and other information relating to the claim for benefits that have beensubmitted by the Claimant considered on review without regard to whether suchcomments, documents, records or information were considered in the initial benefitdetermination; and(iv) The Claimant shall have reasonable access to, and copies of, alldocuments, records, and other information relevant to the claim for benefits free ofcharge upon request, including (a) documents, records or other information reliedupon for the benefit determination, (b) documents, records or other informationsubmitted, considered or generated without regard to whether such documents, recordsor other information were relied upon in making the benefit determination, and (c)documents, records or other information that demonstrates compliance with thestandard claims procedure.The decision on review by the Committee will be binding and conclusive upon all persons, andthe Claimant shall neither be required nor be permitted to pursue further appeals to theCommittee.
 
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11.8.6 **Notification of Benefit Determination on Review.**Notice of the Committee’s finalbenefit determination regarding an Adverse Benefit Determination will be furnished in writingor electronically to the Claimant after a full and fair review. Notice of an Adverse BenefitDetermination upon review will:(i) State the specific reason or reasons for the Adverse Benefit Determination;(ii) Provide specific reference to pertinent Plan provisions on which theAdverse Benefit Determination is based;(iii) State that the Claimant is entitled to receive, upon request and free ofcharge, reasonable access to, and copies of, all documents, records, and otherinformation relevant to the Claimant’s claim for benefits including (a) documents,records or other information relied upon for the benefit determination, (b)documents, records or other information submitted, considered or generated withoutregard to whether such documents, records or other information were relied upon inmaking the benefit determination, and (c) documents, records or other informationthat demonstrates compliance with the standard claims procedure; and(iv) Describe the Claimant’s right to bring an action under Section 502(a) ofERISA.The Committee shall notify a Claimant of its determination on review with respect to theAdverse Benefit Determination of the Claimant within a reasonable period of time but notlater than sixty (60) days after the receipt of the Claimant’s request for review unless theCommittee determines that special circumstances require an extension of time for processingthe review of the Adverse Benefit Determination. If the Committee determines that suchextension of time is required, written notice of the extension (which shall indicate thespecial circumstances requiring the extension and the date by which the Committee expects torender the determination on review) shall be furnished to the Claimant prior to thetermination of the initial sixty (60)-day review period. In no event shall such extensionexceed a period of sixty (60) days from the end of the initial sixty (60)-day review period.In the event such extension is due to the Claimant’s failure to submit necessaryinformation, the period for making the determination on a review will be tolled from thedate on which the notification of the extension is sent to the Claimant until the date onwhich the Claimant responds to the request for additional information.
 
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11.8.7 **Exhaustion of Administrative Remedies.**Completion of the claims proceduresdescribed in this Section 11.8 will be a condition precedent to thecommencement of any legal or equitable action in connection with a claim for benefitsunder the Plan by a Claimant or by any other person or entity claiming rights individuallyor through a Claimant; provided, however, that the Committee may, in its sole discretion,waive compliance with such claims procedures as a condition precedent to any such action.11.8.8 **Payment of Benefits.**If the Committee (or the Benefits Administrator)determines that a Claimant is entitled to a benefit hereunder, payment of such benefit willbe made to such Claimant (or commence, as applicable) as soon as administrativelypracticable after the date the Committee (or the Benefits Administrator) determines thatsuch Claimant is entitled to such benefit or on such other date as may be establishedpursuant to the Plan provisions or, as applicable, designated by the Committee.11.8.9 **Authorized Representatives.**An authorized representative may act on behalf of aClaimant in pursuing a benefit claim or an appeal of an Adverse Benefit Determination. Anindividual or entity will only be determined to be a Claimant’s authorized representativefor such purposes if the Claimant has provided the Committee with a written statementidentifying such individual or entity as the Claimant’s authorized representative anddescribing the scope of the authority of such authorized representative. In the event aClaimant identifies an individual or entity as an authorized representative in writing tothe Committee but fails to describe the scope of the authority of such authorizedrepresentative, the Committee shall assume that such authorized representative has fullpowers to act with respect to all matters pertaining to the Claimant’s benefit claim underthe Plan or appeal of an Adverse Benefit Determination with respect to such benefit claim.**ARTICLE XII. MISCELLANEOUS**12.1 **Indemnification.**If a Participant institutes any legal action in seeking to obtain orenforce, or is required to defend in any legal action the validity or enforceability of, any rightor benefit provided by the Plan, the Participant’s Employer shall, if the Participant prevails insuch action, pay for all reasonable legal fees and expenses incurred by such Participant.12.2 **Employment Status.**The Plan does not constitute a contract of employment or impose onthe Participant or the Participant‘s Employer any obligation to retain the Participantas an Employee, any restriction on changing the status of the Participant’s employment, or anyrestriction on changing the policies of the Company or its Affiliates regarding termination ofemployment.12.3 **Validity and Severability.**The invalidity or unenforceability of any provision of thePlan shall not affect the validity or enforceability of any other provision of the Plan, whichshall remain in full force and effect, and any prohibition or unenforceability in any jurisdictionshall not invalidate or render unenforceable such provision in any other jurisdiction.
 
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12.4 **Governing Law.**The validity, interpretation, construction and performance of the Planshall in all respects be governed by the laws of the United States and, to the extent notpreempted by such laws, by the laws of the State of Texas, without regard to choice of lawprinciples.12.5 **Withholding and Payment of Taxes.**The Company or its Affiliates may withhold from anyamounts payable under the Plan all federal, state, local and/or other taxes as shall be legallyrequired. In addition, except as otherwise provided herein, each Participant shall be solelyresponsible for the payment of all income, excise and other taxes which are individually levied onthe Participant by any taxing authority with respect to any amount paid to such Participant underthe Plan.12.6 **Obligations Unfunded.**All benefits due a Participant under the Plan are unfunded andunsecured and are payable out of the general funds of the Employers. One or more Employers mayestablish a “grantor trust” for the payment of benefits and obligations hereunder, the assets ofwhich shall be at all times subject to the claims of creditors as provided for in such trust.12.7 **Construction.**For purposes of the Plan, the following rules of construction shall apply:12.7.1 The word “or” is disjunctive but not necessarily exclusive.12.7.2 Words in the singular include the plural; words in the plural include thesingular; and words in the neuter gender include the masculine and feminine genders.The Plan has been adopted by the Company to be effective as of the 26th day ofOctober, 2010.      **WILLBROS GROUP, INC.**