**Exhibit 10.2**

**NORTHWEST PIPE COMPANY**

**PERFORMANCE SHARE AGREEMENT**

1. Grant. Northwest Pipe Company (the “Company”) hereby grants you, [NAME] (the “Employee”), in your position as [TITLE], anaward of [NUMBER] Performance Shares under the Company’s 2007 Stock Incentive Plan (the “Plan”), subject to all of the terms and conditions of this Agreement and the Plan. The date of this Performance Share Agreement (the“Agreement”) is [DATE] (the “Grant Date”). The number of Performance Shares that may vest shall depend upon achievement of certain performance goals and shall be determined in accordance with the Performance Matrix attachedhereto as Appendix A. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. 

2. Company’s Obligation to Pay. Unless and until the Performance Shares have vested in the manner set forth in Sections 3 and 4, the Employee will have no right to payment of such Performance Shares. Prior to actual payment ofany vested Performance Shares, such Performance Shares will represent an unsecured obligation. Payment of any vested Performance Shares shall be made in whole shares of the Company’s common stock (“Shares”) only. 

3. Vesting Schedule/Period of Restriction. Except as provided in Section 4, and subject to Section 6, the Performance Shares awarded bythis Agreement shall vest in accordance with the vesting provisions set forth in the Performance Matrix. Performance Shares shall not vest in the Employee unless the Employee shall have been continuously employed by the Company or by one of itsSubsidiaries from the Grant Date until the date the Performance Shares vest in accordance with the provisions of this Agreement. 

4.Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Performance Shares at any time, subject to the terms of the Plan. If so accelerated, suchPerformance Shares will be considered as having vested as of the date specified by the Committee. 

5. Payment after Vesting. AnyPerformance Shares that vest in accordance with Sections 3 or 4 will be paid to the Employee as soon as practicable following the date of vesting, subject to Section 8. For each Performance Share that vests, the Employee will receive oneShare. 

6. Forfeiture. Notwithstanding any contrary provision of this Agreement, the balance of the Performance Shares that have notvested pursuant to Sections 3 or 4 at the time of the Employee’s termination of service (with or without cause) will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company. 

7. Death of Employee. Any distribution of Shares that vested during Employee’s lifetime which is to be made to the Employee under thisAgreement after the Employee is deceased shall be made to the administrator or executor of the Employee’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and(b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 

 

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8. Withholding of Taxes. When Shares are issued as payment for vested Performance Shares, theCompany (or the employing Subsidiary) may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to bewithheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for suchwithholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of thetax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect tothe payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right toretain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverableShares. All income and other taxes related to the Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Sharesand to any additional cash withholding as provided for in this Section 8. 

9. Rights as Shareholder. Neither the Employee norany person claiming under or through the Employee will have any of the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in bookentry form) shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee (including through electronic delivery to a brokerage account). After such issuance, recordation anddelivery, the Employee will have all the rights of a shareholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. 

10. No Effect on Employment. Subject to any employment contract with the Employee, the terms of such employment will be determined from time totime by the Company, or the Subsidiary employing the Employee, as the case may be, and the Company, or the Subsidiary employing the Employee, as the case may be, will have the right, which is hereby expressly reserved, to terminate or change theterms of the employment of the Employee at any time for any reason whatsoever, with or without good cause. The transactions contemplated hereunder and the vesting schedule set forth on the first page of this Agreement do not constitute an express orimplied promise of continued employment for any period of time. A leave of absence or an interruption in service (including an interruption during military service) authorized or acknowledged by the Company or the Subsidiary employing the Employee,as the case may be, shall not be deemed a termination of service for the purposes of this Agreement. 

11. Address for Notices. Anynotice to be given to the Company under the terms of this Agreement will be addressed to the Company, in care of its Corporate Secretary, at 5721 SE Columbia Way, Suite 200, Vancouver WA 98661, or at such other address as the Company may hereafterdesignate in writing. 

 

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12. Grant is Not Transferable. This grant of Performance Shares and the rights and privilegesconferred hereby may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process, until the Employeehas been issued Shares in payment of the Performance Shares. Upon any attempt to sell, pledge, assign, hypothecate, transfer or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under anyexecution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void. 

13. Restrictions on Sale of Securities. The Shares issued as payment for vested Performance Shares under this Agreement will be registered under U.S. federal securities laws and will be freely tradable upon receipt. However, anEmployee’s subsequent sale of the Shares may be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s insider trading policies, and any other applicable securities laws. 

14. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon andinure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 

15. AdditionalConditions to Issuance of Certificates for Shares. The Company shall not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares tolisting on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any U.S. state or federal law or under the rulings or regulations of the Securitiesand Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any U.S. state or federalgovernmental agency, which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the Performance Shares as the Committee mayestablish from time to time for reasons of administrative convenience. 

16. Plan Governs. This Agreement is subject to all the termsand provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. 

17. Committee Authority. The Compensation Committee of the Company’s Board of Directors (the “Committee”) will have the power tointerpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determinationof whether or not any Performance Shares have vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Employee, the Company and all other interested persons. Nomember of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. 

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

 

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19. Agreement Severable. In the event that any provision in this Agreement is held invalid orunenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. 

20. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employeeexpressly warrants that Employee is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement can be made only in an express written contract executedby a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without theconsent of the Employee, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code prior to the actual payment of Shares pursuant to this award ofPerformance Shares. 

21. Adjustments Upon Changes in Capital. The aggregate number of Performance Shares covered by this Agreementwill be proportionally adjusted for any increase or decrease in the number of issued and outstanding Shares resulting from a stock split-up or consolidation of Shares or any like capital adjustments, or the payment of any stock dividend. 

22. Amendment, Suspension or Termination of the Plan. By accepting this Performance Shares award, the Employee expressly warrants that Employeehas received a right to receive stock under the Plan, and has received, read and understood the Plan. The Employee understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

23. Governing Law. This award of Performance Shares shall be governed by, and construed in accordance with, the laws of the Stateof Oregon, without regard to principles of conflict of laws. 

[SIGNATURE PAGE FOLLOWS] 

 

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Your signature below indicates your agreement and understanding that this award is subject to all of theterms and conditions contained in Appendix A and the Plan. Important additional information on vesting and forfeiture of the Performance Shares is contained in Section 3, 4 and 6 of this Agreement and in Appendix A. **PLEASE BE SURETO READ ALL OF THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING APPENDIX A.**

 
NORTHWEST PIPE COMPANY   EMPLOYEEBy:       Brian W. Dunham   Name: President and CEO   Title:Date:                                 Date:                                
 

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**Appendix A**

**Performance Matrix**