Exhibit 10.4





Exhibit 10.4









WILLBROS GROUP, INC.




RESTRICTED STOCK UNITS AWARD AGREEMENT




_________ _______________ 201___




	 	 	 
	 


	 	 
	 


	 	 
	 


	 	 
	 


	 	 
	 


	 	 






Dear
 ____________________:



1. Restricted Stock Units Award. Willbros Group, Inc., a Delaware corporation (the
“Company”), hereby grants to you an aggregate of
 _____ 
restricted stock units
(individually, an “RSU,” and collectively, “RSUs”). Each RSU entitles you to receive one share of
Common Stock, par value $.05 per share, of the Company (a “Share”) at such time as the restrictions
described in Section 4(b) lapse as described in Section 5. 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 Units 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; provided, however, no provision of the Plan shall control or amend this Award Agreement in
any manner which would cause this Award Agreement to fail to satisfy the short-term deferral
exception under Code Section 409A.



2. Delivery of Shares. The Company shall register and issue a certificate(s) for the
Shares you become entitled to receive hereunder in your name or deliver evidence of book entry
Shares as soon as practicable but in no event later than the sixtieth (60th) day after
the restrictions described in Section 4(b) lapse as described in Section 5. Any certificates for
Shares delivered to you pursuant to this Award Agreement shall be subject to such stop transfer
orders and other restrictions as the Committee may deem necessary or advisable under the Plan and
the rules, regulations and other requirements of the Securities and Exchange Commission, any stock
exchange upon which such Shares are then listed, and any applicable foreign, federal or state
securities laws.


 


 









 





3. Stockholder Rights Prior to Issuance of Shares. Neither you nor any of your
beneficiaries shall be deemed to have any voting rights, rights to receive any dividends, dividend
equivalents or other rights as a stockholder of the Company with respect to any Shares covered by
the RSUs until the date of issuance by the Company of a certificate to you for such Shares or the
date of delivery of evidence of book entry Shares.




4. Restrictions.




(a) Your ownership of the RSUs shall be subject to (1) the restrictions set forth in
subsection (b) of this Section until such restrictions lapse pursuant to the terms of
Section 5, and (2) the restrictions set forth in subsection (c) of this Section until such
RSUs shall be redeemed for the applicable Shares or otherwise forfeited to the Company.




(b) 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), all of
your RSUs shall be forfeited to the Company and all of your rights to receive any Shares in
the future pursuant to the RSUs shall automatically terminate without any payment of
consideration by the Company.




(c) You may not sell, assign, transfer or otherwise dispose of any RSUs or any rights
under the RSUs. No RSU and no rights under any such RSU may be pledged, alienated, attached
or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance
thereof shall be void and unenforceable against the Company.




5. Lapse of Restrictions.




(a) The restrictions described in Section 4(b) shall lapse with respect to
 _____ 
of
the RSUs on the first anniversary of the date hereof, another
 _____ 
of the RSUs on the
second anniversary of the date hereof, another
 _____ 
of the RSUs on the third anniversary
of the date hereof, and the last
 _____ 
of the RSUs on the fourth anniversary of the date
hereof. Following the lapse of such restrictions with respect to any RSUs, the Company will
issue you a certificate or provide evidence of book entry Shares as set forth in Section 2
for the Shares covered by such RSUs in redemption of such RSUs.




(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 RSUs 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.



Following the lapse of the restrictions described in Section 4(b), the Company will issue you
a certificate or provide evidence of book entry Shares as provided in Section 2 for the Shares
covered by such RSUs in redemption of such RSUs.




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 RSUs awarded or the issuance of any
Shares to you, 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 RSUs awarded or Shares issued.




(b) With respect to withholding required upon the lapse of restrictions or upon any
other taxable event arising as a result of the RSUs awarded or the issuance of Shares to
you, 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 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 Shares subject to the RSUs awarded to you
under this Award Agreement shall be adjusted as provided in Section 4.2 of the Plan.



8. Agreement With Respect to Securities Matters. You agree that you will not sell or
otherwise transfer any Shares received pursuant to this Award Agreement 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. Unless a registration statement relating to the
Shares issuable upon the lapse of the restrictions on the RSUs pursuant to this Award Agreement is
in effect at the time of issuance of such Shares, any certificate(s) representing the Shares shall
contain the following legend:




The securities evidenced by this certificate have not been registered under
the U.S. Securities Act of 1933 or any other securities laws. These
securities have been acquired for investment and may not be sold or
transferred for value in the absence of an effective registration of them
under the U.S. Securities Act of 1933 and any other applicable securities
laws, or receipt by the Company of an opinion of
counsel or other evidence acceptable to the Company that such sale or
transfer is exempt from registration under such acts and laws.


 


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9. Transfer Taxes. The Company shall pay all original issue and transfer taxes with
respect to the issue and transfer of the Shares to you pursuant to this Award Agreement and all
other fees and expenses necessarily incurred by it in connection therewith.




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, all of your RSUs for which the restrictions have
not previously lapsed in accordance with Section 5 shall be forfeited to the Company and all
of your rights to receive any Shares in the future pursuant to the RSUs shall automatically
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.


 


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(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 Company or any of
its Affiliates.




(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. Short-term Deferral Exception. The parties intend that this Award Agreement and
each payment upon the vesting of any Phantom Stock Units will meet all requirements of the
short-term deferral exception to Code Section 409A. To the fullest extent possible, therefore, the
Plan shall be construed and administered so that each payment under the Plan is made in a time,
form and manner that results in the payment being excepted from Section 409A. The short-term
deferral exception shall be applied separately to each payment required under this Award Agreement.



13. 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.


 


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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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