Exhibit 10.5





Exhibit 10.5









WILLBROS GROUP, INC.




PHANTOM STOCK UNITS AWARD AGREEMENT




___________ _____________________  201___




__________________________________________

__________________________________________

__________________________________________

__________________________________________



Dear __________________________________________:



1. Phantom Stock Units Award. Willbros Group, Inc., a Delaware corporation (the
“Company”), hereby grants to you _____________ units of phantom stock, each representing the right to
receive an amount of cash based on the value of one share of the Company’s Common Stock, par value
$.05 per share (“Phantom Stock Units”). 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 Phantom 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. No Stockholder Rights. 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 of the Company’s Common Stock in respect of
which the Phantom Stock Units were granted to you.



3. Vesting. Subject to the terms of the Plan and this Award Agreement, the Phantom
Stock Units granted hereunder will vest with respect to ____________ of the Phantom Stock Units on the
first anniversary of the date hereof, another ____________ of the Phantom Stock Units on the second
anniversary of the date hereof, another ____________ of the Phantom Stock Units on the third anniversary
of the date hereof, and the last ____________ of the Phantom Stock Units on the fourth anniversary
of the date hereof; provided, however, at the time of your “Termination of Employment” (as defined
in Section 10(d)), other than a Termination of Employment that occurs as a result of an event
described in clauses (a) or (b) of Section 4, you shall forfeit any Phantom Stock Units which have
not previously vested and all of your rights thereto shall terminate.


 


 









 





4. Accelerated Vesting. Notwithstanding the vesting schedule set forth in Section 3,
your Phantom Stock Units shall become fully vested and payable at the time of the occurrence of any
of the following events:




(a) Your death or “Disability” (as defined in Section 10(b));




(b) 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 10(c)); or




(c) A “Change of Control” of the Company (as defined in Section 10(a)), unless the
Committee determines prior to the Change of Control, in accordance with Section 14.2 of the
Plan, that the Phantom Stock Units shall not become fully vested and payable upon the
occurrence of the Change of Control.



5. Payment. Upon vesting under Sections 3 or 4 of any Phantom Stock Units, you shall
be entitled to payment with respect to the vested portion of the Phantom Stock Units. Any payment
by the Company hereunder for Phantom Stock Units will be a lump sum payment in cash. The payment
date for any Phantom Stock Units which vest shall be as soon as practicable but in no event later
than the sixtieth (60th) day after vesting occurs under Sections 3 or 4. The amount
payable for each Unit will be equal to the Fair Market Value (as defined in the Plan) of a share of
the Company’s Common Stock, as determined on the applicable vesting date.



6. Agreement With Respect to Taxes. You agree that (a) 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 Phantom Stock
Units, and (b) 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 Phantom Stock Units.



7. Adjustment of Shares. The number of Phantom Stock Units subject to this Award
Agreement shall be adjusted as provided in Section 4.2 of the Plan.



8. Transferability. You may not sell, assign, transfer or otherwise dispose of any
Phantom Stock Units or any rights under the Phantom Stock Units. No Phantom Stock Unit and no
rights under any such Phantom Stock Unit 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.


 


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9. 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 will forfeit any Phantom Stock Units which
have not previously vested under Sections 3 or 4 and your right to receive any payments in
the future pursuant to the forfeited Phantom Stock Units 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.



10. 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 the 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.



11. 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.



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.


 


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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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