exv10w1a



 







Exhibit 10.1(a)




Chicago Bridge & Iron 1997 Long-Term Incentive Plan

Agreement and Acknowledgment of Restricted Stock Award




     This Agreement and Acknowledgment (the “Agreement”) between you and the Committee (the
“Committee”) for the 1997 Chicago Bridge & Iron Long-Term Incentive Plan (the “Plan”) of Chicago
Bridge & Iron Company, a Delaware corporation (the “Company”), states the terms of and your rights
concerning the Restricted Stock Units (“Units”) hereby awarded to you pursuant to the Plan.



     This Agreement is subject to the terms of the Plan (which is incorporated in this Agreement by
this reference) which 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 Restricted Stock Award. Unless defined otherwise, all capitalized terms
used in this Agreement shall have the same meaning as used in the Plan.



     The award represented by this Agreement is not valid unless you sign and return the Agreement
and Acknowledgement on the last page.



Overview of Your Restricted Stock Units



Number of Restricted Stock Units Granted:



Date of Grant: ___________



Date(s) of Lapse of Period of Restrictions:




	 	 	 	 	 	 	 
	 	 	Date	 	Percentage of Award Vesting	 	 
	 
	 	_______________
	 	___%	 	 
	 
	 	_______________
	 	___%	 	 
	 
	 	_______________
	 	___%	 	 
	 
	 	_______________
	 	___%	 	 






Other Terms and Conditions




     1. Form of Award.



          This is an award of Restricted Stock Units, with each Unit being a bookkeeping unit
representing your right to be issued and to receive a common share (“Share”) of the Company’s
parent, Chicago Bridge & Iron Company N.V. (“Parent”) upon the lapse of risks of forfeiture and
restrictions on such Units during the Period of Restriction specified on page 1.




     2. Termination of Employment.



          If your employment with the Company or any of its Subsidiaries or affiliated companies
terminates during the Period of Restriction, your Restricted Stock Units 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 the Period of Restriction, Restricted Stock Units shall vest
and become nonforfeitable and the Period of Restrictions shall terminate.




          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 a 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.




     3. Dividends and Voting.



          If during the Period of Restriction:




          (a) cash dividends are paid on Shares, the Company will make an annual payment to you, in the
form of compensation, in an amount equivalent to such cash dividends with respect to Shares
represented by the Restricted Stock Units which have been awarded to you and which have not been
forfeited, or, at the Company’s sole discretion, make such payments at the time such dividends are
paid; and




          (b) dividends in Shares are paid on Shares, you shall be credited with additional Restricted
Stock Units in respect of such additional Shares, which shall be subject to the same restrictions
and terms and conditions of the Plan and this Agreement as the Restricted Stock Units with respect
to which they were credited.




     You may not direct the voting of the Shares represented by the Restricted Stock Units during
the Period of Restriction until the Shares have been issued and you are informed that voting rights
have been passed through to you.



     4. Unit Restrictions.



          The Restricted Stock Units awarded under this Agreement may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily, by operation
of law or otherwise, until the applicable Date(s) of Lapse of Period of Restrictions. If any
assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Restricted
Stock Units shall be made, or if any attachment, execution, garnishment, or lien shall be issued
against or placed upon the Restricted Stock Units, before the applicable Date(s) of Lapse of Period
of Restrictions, all Units not previously vested shall be forfeited as of the date of such pledge,
transfer, disposition, attachment, execution, garnishment or lien.




          The Shares issued in respect of Restricted Stock Units granted under this Agreement shall be
freely transferable by you on the applicable Date(s) of Lapse of Period of Restrictions specified
above. The Company will deliver to you (or if you have died, to your Beneficiary), certificates
for the Shares issued in respect of Units which have not been forfeited as soon as practicable
after the Date(s) of Lapse of Period of Restrictions specified above.



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     5. Change in Control Vesting Not Applicable



          Article 13 of the Plans (“Change in Control”) shall not apply to this Award. Accordingly, the
restriction period and restrictions on this Restricted Stock Award shall not lapse by reason of any
event that is a Change in Control.




     6. Limitations of Other Law



          In the event that applicable law of any jurisdiction may, as determined in the sole discretion
of the Committee, limit, impede, restrict or prohibit any issuance of Restricted Stock Units
pursuant to the Plan or this Agreement or any of their terms, 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 Restricted Stock Shares or Units 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 Restricted Stock Shares or Units that vest.




          (a) The Option Grant Date is the date that the respective Restricted Stock vests. The Option
Price is the closing price of the Shares on the Grant Date.




          (b) The vested Restricted Stock 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



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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:





          (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.




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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 provisions of the Plan as amended and this Agreement, by signing
below and 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 Human Resources, I acknowledge that I have
read the Plan, and that I fully understand all of my rights under the Plan, as well as all of the
terms and conditions which may limit my eligibility to receive and to vest in Restricted Stock.
Without limiting the generality of the preceding sentence, I understand that (1) my right to
acquire Shares in respect of my Restricted Stock Units is conditioned upon my continued employment
with Chicago Bridge & Iron Company or its eligible Subsidiaries or Affiliates through the end of
the applicable Period of Restrictions as set forth above in this Agreement and the Plan.




 







	 	 	 
	 

	 	 
	 

	 	Participant






Date:______________________________




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