exv10w1b



 








Exhibit 10.1(b)




Chicago Bridge & Iron 1997 Long-Term Incentive Plan

Agreement and Acknowledgment of Performance Share Grant




     This Agreement and Acknowledgment (the “Agreement”) between you and the Committee (the
“Committee”) for the Chicago Bridge & Iron 1997 Long-Term Incentive Plan (the “Plan”) states the
terms of, and your rights concerning, Performance Shares hereby awarded to you pursuant to the
Plan.



     The attached copy of the Plan as amended (which is incorporated in this Agreement by this
reference) describes your rights and the conditions and limitations affecting those rights.
Together, the Plan and this Agreement state all of the rights and obligations of the parties
concerning this Performance Share Award. If there is any inconsistency between this Agreement and
the Plan, the Plan shall govern. Unless defined otherwise, all capitalized terms used in this
Agreement shall have the same meaning as used in the Plan.



Overview of Your Performance Shares





	 	1.	 	Number of Performance Shares Granted: ___
	 
	 	 	 	The number of Performance Shares issued is subject to adjustment as provided
below under “Performance Share Adjustments.”
	 
	 	2.	 	Date of grant: ___
	 
	 	3.	 	Performance Periods:
	 
	 	 	 	_______________
	 
	 	 	 	_______________
	 
	 	 	 	_______________
	 
	 	 	 	Performance Target:
	 
	 	 	 	Earnings per Share (income from continuing operations per diluted share,
excluding special charges, as reported to shareholders) (“EPS”) in each Performance
Period as noted in Paragraph 5(b).
	 
	 	4.	 	Performance Share Adjustments:






          (a) The number of target Shares for you for each Performance Period will
be one-third of the number of Performance Shares specified in item 1. You will be
awarded that number of Shares at the end of each Performance Period if EPS in that
Performance Period equals target EPS.




          (b) If EPS in a Performance Period exceeds or falls short of target EPS, you
will be awarded a number of Shares at the end of that Performance Period determined
under the following table by applying the “payout percentage” determined by
Performance Period EPS to your target shares for such Performance Period, with the
“payout percentage” for EPS between table amounts determined by linear
interpolation.



 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Minimum	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum -
	 	 	___% of	 	 	 	 	 	Target	 	 	 	 	 	___% of
	EPS Range	 	Target	 	 	 	 	 	EPS	 	 	 	 	 	Target
	Payout Percent
	 	 	—	%	 	 	—	%	 	 	—	%	 	 	—	%	 	 	___	%
	___
	 	$	___	 	 	$	___	 	 	$	___	 	 	$	___	 	 	$	___	 







          (c) No Shares will be issued for any Performance Period if the EPS for
that year is less than ___% of target EPS as noted for each year. A maximum of ___%
of the number of target shares will be issued for any Performance Period if the EPS
for that year is equal to or greater than ___% of target EPS as noted for each year.




	 	5.	 	Vesting:









Shares earned based on EPS performance and not otherwise forfeited as provided below
upon termination of employment are 100% vested as of the end of the applicable
Performance Period.



Other Terms and Conditions




     1. Termination of Employment.



          If your employment with the Company or any of its Subsidiaries or affiliated companies
terminates during the Performance Period, your Performance Shares which are not then vested shall
be forfeited as of the date of your termination of employment. Notwithstanding the foregoing, if
that termination of employment is a result of death, Retirement (as defined below), Disability or
dismissal for the convenience of the Company (other than involuntary termination of employment for
willful misconduct or gross negligence, as it may be determined at the sole discretion of the
Committee) during a Performance Period in which the Performance Shares are earned based on EPS for
that Performance Period, then such earned Performance Shares shall be awarded and vest as of the
end of that Performance Period upon the certification by the Committee that Performance Shares are
earned.




          For purposes of this Agreement, “Retirement” shall mean a termination of employment that is a
“Retirement” as defined in the Plan but only if such termination of employment also is (i) not the
result of an involuntary termination of employment for willful misconduct or gross negligence, as
may be determined at the sole discretion of the Committee, (ii) not to enable your taking
employment with a company engaged in the engineering or design, materials procurement, fabrication,
erection, repair, or modification of steel tanks or other steel plate structures and associated
systems unless such employment has the prior written approval of the Committee, and (iii) upon
advance written notice to the Committee and agreement on such terms and conditions which the
Committee in its sole discretion deems appropriate to achieve a smooth transition of duties.




     2. Manner of Payment



          Performance Shares will be issued to you as soon as practicable after the Committee has
certified the number of Performance Shares earned for the Performance Period.




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     3. Dividends and Voting



          If Performance Shares are earned as of the end of a Performance Period and:




          (a) cash dividends are paid on such Shares after the end of the Performance Period but before
the Shares are issued (or cash in lieu of Shares is paid) to you, the Company will pay you at the
time the Performance Shares are issued (or cash in lieu of Shares is paid) an amount equal to such
cash dividends;




          (b) dividends in Shares are paid on such Shares after the end of the Performance Period but
before the Shares are issued (or cash in lieu of Shares is paid) to you, the Company will issue you
at the time the Performance Shares are issued (or cash in lieu of Shares is paid) additional Shares
(or cash equal to the Fair Market Value of Shares as of the date immediately preceding the date of
distribution) representing such dividends.



No Shares or cash amount will be issued or paid in respect of dividends paid during or before the
Performance Period in which the Performance Shares are earned. Shares may not be voted unless and
until actually issued to you following the applicable Performance Period.




     4. Share Restrictions



     Shares issued to you shall not be restricted except for such limitations on transferability as
may be imposed by applicable law.



     5. Change of Control



     The provisions of Article XIII of the Plan (“Change in Control”) will apply unless the Change
in Control results from a Growth Transaction. A “Growth Transaction” is the issuance of Shares by
the Company to a person (a “Transaction Owner”) as consideration for the purchase by the Company
directly or indirectly of ownership interests or assets of a business or as part of an arrangement
for financing the purchase by the Company directly or indirectly of ownership interests or assets
of a business, or the sale of such Shares by a Transaction Owner (or a third party who acquired
such Shares from the Transaction Owner) to another Transaction Owner or third party, provided in
either case that the acquiring Transaction Owner or third party is subject to an agreement (a
“Shareholder Agreement”) between the Company and such person that limits the ability of such person
and its affiliates to obtain and exercise control over the management and policies of the Company.
However, a “Growth Transaction” will not include any transaction that would remain a “Change in
Control” as defined in Section 2.7 of the Plan if “66.5%” were substituted for “25%” in subsection
2.7(a) of the Plan. If a Growth Transaction occurs or has occurred, a Change in Control shall be
deemed to occur if the acquiring Transaction Owner or third party materially breaches the
Shareholder Agreement entered into in connection with the Growth Transaction.



     If you have a separate agreement with the Company providing for the treatment of your
Performance Shares upon a Change in Control, that agreement will govern to the extent that
treatment is more favorable to you than the provisions of this Section.



6. Limitations of Other Law




     In the event that applicable law of any jurisdiction other than the United States and its
possessions may, as determined in the sole discretion of the Committee, limit, impede, restrict or
prohibit any issuance



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of Performance Shares pursuant to the Plan or this Agreement, or the full
intent and purpose of any such grant, due to the location of your employment, residency or
citizenship as of the date of this Agreement, then this Agreement shall, in the sole discretion of
the Committee, be amended to the extent necessary, or rescinded, to comply with any such law.




     7. Retention Options



          If your Performance Shares vest while you are actively employed by the Company or any of its
Subsidiaries or affiliated companies, you shall automatically be granted Options (“Retention
Options”) on the following terms and conditions to purchase a number of Shares of the Company’s
common stock equal to 40% of the number of Performance Shares that vest.




          (a) The Option Grant Date is the date that the respective Performance Shares vest. The Option
Price is the closing price of the Shares on the Grant Date.




          (b) The vested Performance Shares issuable to you are called the “Retention Shares.” If you
have elected to have the Company retain Shares to cover required tax withholding, the net Shares
issuable to you are the Retention Shares. The Retention Shares will be credited to an account set
up for the participant at Salomon Smith Barney in Chicago.




          (c) The Retention Options that have not terminated earlier as provided in subsection (d) will
vest and become exercisable seven (7) years from Grant Date. However, vesting will be accelerated
to three (3) years from Grant Date if as of that date all of the Retention Shares are still (and
have continuously been) held by the you, except for the following permitted transfers:





          (1) You may transfer of all or part of the Retention Shares by gift to a Permitted
Transferee. For this purpose a “Permitted Transferee” is any one or more of (i) your
spouse, (ii) your lineal descendants, (iii) your lineal ancestors, (iv) the spouses of your
lineal descendants or lineal ancestors, (v) a trust all the beneficiaries of which are
yourself or persons described in clauses (i) through (iv), or (vi) a family partnership all
the partners of which, are yourself or persons described in clauses (i) through (iv). A
Permitted Transferee need not retain the Retention Shares, but you will not be entitled to
acceleration of exercise of your Retention Options if a Permitted Transferee disposes of the
Retention Shares, other than by gift to another Permitted Transferee, before the third
(3rd) anniversary of the Date of Grant. The Committee may require transferred
Retention Shares to be maintained in an account for the Permitted Transferee at Salomon
Smith Barney.




          (2) You or your Permitted Transferee may sell or otherwise dispose of the Retention
Shares after a termination of your employment with the Company if, but only if, that
termination of employment is a result of death, Retirement, Disability or dismissal for the
convenience of the Company (other than involuntary termination of employment for willful
misconduct or gross negligence, as it may be determined at the sole discretion of the
Committee) (a “Regular Termination”).



          (d) The Retention Options will terminate 10 years from the Grant Date (the “Option Term”) and
will terminate earlier upon or following certain terminations of employment with the Company or any
of its Subsidiaries or affiliated Companies, depending on the circumstances of the termination of
employment, as follows:




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               (1) If your employment terminates during the Option Term other than by a Regular
Termination, your Retention Options (whether or not they have yet become exercisable under
subsection (c)) will terminate on your termination of employment.




               (2) If your employment terminates during the Option Term by a Regular Termination, your
Retention Options that are not then vested and exercisable will be vested and will become
exercisable after termination of employment as provided in subsection (c) above unless
sooner terminated under (3), (4) and (5) below.




               (3) If your employment terminates during the Option Term by reason of death, or
Disability which does not qualify as Retirement, your Retention Options will terminate one
year after the date of death or Disability (whether or not they have yet become exercisable
under subsection (c)), but in no event later than the expiration of the Option Term;




               (4) If your employment terminates during the Option Term by reason of Retirement, your
Retention Options will terminate five years after the date of such Retirement (whether or
not they have yet become exercisable under subsection (c)), but in no event later than the
expiration of the Option Term;




               (5) If your employment terminates during the Option Term due to dismissal for the
convenience of the Company, other than an involuntary termination of employment for willful
misconduct or gross negligence, as may be determined at the sole discretion of the
Committee, your Retention Options will terminate three months after the date your employment
terminates (whether or not they have yet become exercisable under subsection (c)), but in no
event later than the expiration of the Option Term.




          (e) You may exercise your Retention Options only in a manner and at a time in
accordance with procedures adopted by the Committee in accordance with the Plan. During your
lifetime, your Retention Options shall be exercisable only by you or your Permitted
Transferee. You may not assign or transfer any interest in your Retention Options, whether
voluntarily or involuntarily, by operation of law or otherwise, except by will or the laws
of descent and distribution, or by designation of a beneficiary in accordance with the
provisions of the Plan, or by gift to a Permitted Transferee in accordance with procedures
approved by the Committee.



	 	 	 
	 

	 	Committee for the
	 

	 	Chicago Bridge & Iron
	 

	 	Long-Term Incentive Plan






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Please acknowledge your designation by the Committee to participate in the Plan and this
Agreement, and your agreement to abide by the provision of the Plan and this Agreement, by signing
below and promptly returning a copy of the entire agreement including this page in the
enclosed envelope to the attention of Sally Humphrey, Plainfield Human Resources by Friday, May 6,
2005.




Agreement and Acknowledgment



By signing a copy of this Agreement and returning it to Chicago Bridge & Iron Company, I
acknowledge that I have read this Agreement and the Plan, and that I fully understand all of my
rights and obligations under this Agreement and the Plan, as well as all of the terms and
conditions which may affect my receipt of Performance Shares. Without limiting the generality of
the preceding sentence, I understand that my right to receive Performance Shares is conditioned
upon my continued employment with Chicago Bridge & Iron Company or its eligible Subsidiaries or
Affiliates through the end of the applicable Performance Period as set forth above in this
Agreement and the Plan.




 




	 	 	 
	 

	 	 
	 

	 	Participant






Date:____________________________




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