Exhibit 10.3





Exhibit 10.3









WILLBROS GROUP, INC.




RESTRICTED STOCK AWARD AGREEMENT




_________ ___________________ 201____




	 	 	 
	 


	 	 
	 


	 	 
	 


	 	 
	 


	 	 






Dear
 ____________________:



1. Restricted Stock Award. Willbros Group, Inc., a Delaware corporation (the
“Company”), hereby grants to you an aggregate of
 _____ 
shares of Common Stock, par value $.05
per share, of the Company (the “Restricted Shares”). This award is subject to your acceptance of
and agreement to all of the applicable terms, conditions, and restrictions described in the
Company’s 2010 Stock and Incentive Compensation Plan (the “Plan”), a copy of which, along with the
Prospectus for the Plan, are attached hereto, and to your acceptance of and agreement to the
further terms, conditions, and restrictions described in this Restricted Stock Award Agreement
(this “Award Agreement”). To the extent that any provision of this Award Agreement conflicts with
the expressly applicable terms of the Plan, it is hereby acknowledged and agreed that those terms
of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement
shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.



2. Issuance of Shares. The Company will cause the Restricted Shares to be issued in
your name either by book-entry registration or issuance of a stock certificate or certificates.
Until such time as the restrictions described in Section 4(b) lapse as described in Section 5, the
Company may cause an appropriate stop-transfer order to be issued and to remain in effect with
respect to the Restricted Shares. As soon as practicable following the time that the restrictions
described in Section 4(b) lapse as described in Section 5, the Company will cause that
stop-transfer order to be removed. If any certificate or certificates are issued in your name for
the Restricted Shares, the Company shall retain the certificate(s) for the period during which the
restrictions described in Section 4(b) are in effect and may require that you execute and deliver
to the Company a stock power or stock powers in blank for the Restricted Shares. You hereby agree
that the Company shall hold the certificate(s) for the Restricted Shares and the related stock
power(s) pursuant to the terms of this Award Agreement until such time as the restrictions
described in Section 4(b) lapse as described in Section 5 or the Restricted Shares are canceled
pursuant to the terms of Section 4(b).


 


 









 





3. Ownership of Restricted Shares. You shall be entitled to all the rights of
absolute ownership of the Restricted Shares, including the right to vote such shares and to receive
dividends therefrom if, as, and when declared by the Company’s Board of Directors, subject,
however, to the terms, conditions, and restrictions described in the Plan and in this Award
Agreement.




4. Restrictions.




(a) Your ownership of the Restricted Shares shall be subject to the restrictions set
forth in subsection (b) of this Section until such restrictions lapse pursuant to the terms
of Section 5, at which time the Restricted Shares shall no longer be subject to the
applicable restrictions.




(b) The restrictions referred to in subsection (a) of this Section are as follows:




(1) At the time of your “Termination of Employment” (as defined in Section
11(d)), other than a Termination of Employment that occurs as a result of an event
described in Section 5(b)(1) or a Termination of Employment that is described in
Section 5(b)(2), you shall forfeit the Restricted Shares to the Company and all of
your rights thereto shall terminate without any payment of consideration by the
Company. If you forfeit any Restricted Shares and your interest therein terminates
pursuant to this paragraph, such Restricted Shares shall be canceled.




(2) You may not sell, assign, transfer, pledge, hypothecate, or otherwise
dispose of the Restricted Shares.




5. Lapse of Restrictions.




(a) The restrictions described in Section 4(b) shall lapse with respect to
 _____ 
of
the Restricted Shares on the first anniversary of the date hereof, another
 _____ 
of the
Restricted Shares on the second anniversary of the date hereof, another
 _____ 
of the
Restricted Shares on the third anniversary of the date hereof, and the last
 _____ 
of
the Restricted Shares on the fourth anniversary of the date hereof. Following the lapse of
such restrictions with respect to any Restricted Shares, such Restricted Shares shall no
longer be subject to the restrictions described in Section 4(b).




(b) Notwithstanding the provisions of subsection (a) of this Section 5, the
restrictions described in Section 4(b) shall lapse with respect to all the Restricted Shares
at the time of the occurrence of any of the following events:




(1) Your death or “Disability” (as defined in Section 11(b));




(2) Your Termination of Employment, but only if such Termination of Employment
is the result of a dismissal or other action by
the Company or any of its Affiliates and does not constitute a “Termination for
Cause” (as defined in Section 11(c)); or


 


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(3) A “Change of Control” of the Company (as defined in Section 11(a), unless
the Committee determines prior to the Change of Control, in accordance with Section
14.2 of the Plan, that the restrictions shall not lapse upon the occurrence of the
Change of Control.




6. Agreement With Respect to Taxes; Share Withholding.




(a) You agree that (1) you will pay to the Company or an Affiliate, as the case may be,
or make arrangements satisfactory to the Company or such Affiliate regarding the payment of
any foreign, federal, state, or local taxes of any kind required by law to be withheld by
the Company or any of its Affiliates with respect to the Restricted Shares, and (2) the
Company or any of its Affiliates shall, to the extent permitted by law, have the right to
deduct from any payments of any kind otherwise due to you any foreign, federal, state, or
local taxes of any kind required by law to be withheld with respect to the Restricted
Shares.




(b) With respect to withholding required upon the lapse of restrictions or upon any
other taxable event arising as a result of the Restricted Shares awarded, you may elect,
subject to the approval of the Committee, to satisfy the withholding requirement, in whole
or in part, by having the Company withhold Restricted Shares having a Fair Market Value on
the date the tax is to be determined equal to the minimum statutory total tax which could be
withheld on the transaction. All such elections shall be irrevocable, made in writing,
signed by you, and shall be subject to any restrictions or limitations that such Committee,
in its sole discretion, deems appropriate.



7. Adjustment of Shares. The number of Restricted Shares subject to this Award
Agreement shall be adjusted as provided in Section 4.2 of the Plan. Any shares or other securities
received by you as a stock dividend on, or as a result of stock splits, combinations, exchanges of
shares, reorganizations, mergers, consolidations or otherwise with respect to the Restricted Shares
shall have the same terms, conditions and restrictions and bear the same legend as the Restricted
Shares.



8. Agreement With Respect to Securities Matters. You agree that you will not sell or
otherwise transfer any Restricted Shares except pursuant to an effective registration statement
under the U.S. Securities Act of 1933, as amended, or pursuant to an applicable exemption from such
registration.



9. Restrictive Legend. You hereby acknowledge that any certificate(s) representing
the Restricted Shares will bear a conspicuous legend referring to the terms, conditions, and
restrictions described in the Plan and this Award Agreement. Any attempt to dispose of any
Restricted Shares in contravention of the terms, conditions, and restrictions described in the Plan
or this Award Agreement shall be ineffective.


 


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10. Forfeiture and Clawback.




(a) You agree that in the event you violate the confidentiality, non-competition,
non-solicitation or non-disparagement provisions of any agreement between you and the
Company or any Affiliate, or any plan of the Company or any Affiliate in which you
participate, including any severance plan, you shall forfeit to the Company all of the
Restricted Shares for which the restrictions have not previously lapsed in accordance with
Section 5 and all of your rights thereto shall terminate without any payment of
consideration by the Company.




(b) Notwithstanding any other provision of the Plan or this Award Agreement to the
contrary, you acknowledge that any incentive-based compensation paid to you hereunder may be
subject to recovery by the Company under any clawback policy which the Company may adopt
from time to time, including without limitation any policy which the Company may be required
to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or
the requirements of any national securities exchange on which the Company’s Common Stock may
be listed. You agree to promptly return any such incentive-based compensation which the
Company determines it is required to recover from you under any such clawback policy.



11. Certain Definitions. As used in this Award Agreement, the following terms shall
have the respective meanings indicated:




(a) “Change of Control” shall have the meaning provided in the Plan, except that for
purposes of clauses (a) and (b) of such definition, “fifty percent (50%) or more” shall be
substituted for “thirty percent (30%) or more” each place it appears in clauses (a) and (b)
of such definition.




(b) “Disability” shall mean your inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death, or which has lasted or can be expected to last for a continuous
period of not less than 12 months.




(c) “Termination for Cause” shall mean a Termination of Employment as a result of (1)
your willful and continued failure substantially to perform your duties (other than any such
failure resulting from your incapacity due to physical or mental illness), (2) your
conviction for a felony, proven or admitted fraud, misappropriation, theft or embezzlement
by you, your inebriation or use of illegal drugs in the course of, related to or connected
with the business of the Company or any of its Affiliates, or your willful engaging in
misconduct that is materially injurious to the Company or any of its Affiliates, monetarily
or otherwise, or (3) if you have entered into an employment agreement or contract with the
Company or any of its Affiliates, or if you have entered into any other agreement or
contract with the Company or any of its Affiliates or participate in any plan of the Company
or any Affiliate, including any severance plan, which includes confidentiality,
non-competition, non-solicitation or non-disparagement
covenants, (A) any other action or omission that is identified in such agreement or
contract as giving rise to “Cause” for the termination of your employment with the Company
or any of its Affiliates or (B) any violation of the confidentiality, non-competition,
non-solicitation or non-disparagement covenants. For this purpose, no act, or failure to
act, on your part shall be considered “willful” unless done, or omitted, by you not in good
faith and without reasonable belief that your action or omission was in the best interest of
the Company or any of its Affiliates.


 


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(d) “Termination of Employment” shall mean the termination of your full-time employment
with the Company or any of its Affiliates for any reason other than your death, or
Disability.



12. Designation of Beneficiary. Your beneficiary for receipt of any payment made
under this Award Agreement in the event of your death shall be the person(s) designated as your
beneficiary(ies) for life insurance benefits under the Company’s life insurance benefits plan
unless you designate a different beneficiary on a form prescribed by the Company. If no
beneficiary is designated, upon your death, payment shall be made to your estate.



Capitalized terms used in this Award Agreement and not otherwise defined herein shall have the
respective meanings provided in the Plan.



If you accept this Award and agree to the foregoing terms and conditions, please so confirm by
signing and returning the duplicate copy of this Award Agreement enclosed for that purpose.



	 	 	 	 	 
	 	WILLBROS GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




The foregoing Award is accepted by me as of the
 _____ 
day of
 _____ 
201_, and I
hereby agree to the terms, conditions, and restrictions set forth above and in the Plan.



	 	 	 
	 

	 	 
	 

	 	 







 


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