Exhibit 10.1


    
      
        

      

    

     

    EXHIBIT
      10.1

    


     

    WASHINGTON
      GROUP INTERNATIONAL, INC.

     

    SEVERANCE
      AGREEMENT

     

    THIS
      SEVERANCE AGREEMENT (this “Agreement”), dated as of September 8, 2006, is made
      and entered into by and between Washington Group International, Inc., a Delaware
      corporation (the “Company”), and Stephen G. Hanks (the
“Executive”).

     

    RECITALS:

     

    1.    The
      Executive is the Chief Executive Officer of the Company or one or more of its
      Subsidiaries (as defined below) and has made and is expected to continue to
      make
      major contributions to the short- and long-term profitability, growth and
      financial strength of the Company;

     

    2.    The
      Company recognizes that the possibility of a Change in Control (as defined
      below) exists and that such possibility, and the uncertainty it may create
      among
      management, may result in the distraction or departure of management personnel,
      to the detriment of the Company and its stockholders;

     

    3.    The
      Company desires to assure itself of both present and future continuity of
      management and desires to establish certain minimum severance benefits for
      certain of its senior executives, including the Executive, applicable in the
      event of a Change in Control; 

     

    4.    The
      Company wishes to ensure that its senior executives are not unduly distracted
      by
      the circumstances attendant to the possibility of a Change in Control and to
      encourage the continued attention and dedication of such executives, including
      the Executive, to their assigned duties with the Company; and

     

    5.    The
      Company desires to provide additional inducement for the Executive to continue
      to remain in the employ of the Company.

     

    NOW,
      THEREFORE, the Company and the Executive agree as follows:

     

    1.  Certain
      Defined Terms.
      In
      addition to terms defined elsewhere herein, the following terms have the
      following meanings when used in this Agreement with initial capital
      letters:

     

    (a)  “Base
      Pay” means the Executive’s annual base salary rate as in effect from time to
      time.

     

    (b)  “Board”
      means the Board of Directors of the Company.

     

    (c)  “Cause”
      means that, prior to any termination pursuant to Section 3(b), the
      Executive shall have

     

    
      
        
        

      

      
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    (i)  been
      convicted of a criminal violation involving, in each case, fraud, embezzlement
      or theft in connection with the Executive’s duties or in the course of the
      Executive’s employment with the Company or any Subsidiary;

     

    (ii)  committed
      intentional wrongful damage to property of the Company or any Subsidiary;
      or

     

    (iii)  committed
      intentional wrongful disclosure of secret processes or confidential information
      of the Company or any Subsidiary;

     

    and
      any
      such act shall have been demonstrably and materially harmful to the Company.
      For
      purposes of this Agreement, no act or failure to act on the part of the
      Executive will be deemed “intentional” if it was due primarily to an error in
      judgment or negligence, but will be deemed “intentional” only if done or omitted
      to be done by the Executive not in good faith and without reasonable belief
      that
      the Executive’s action or omission was in the best interest of the Company.
      Notwithstanding the foregoing, the Executive will not be deemed to have been
      terminated for “Cause” hereunder unless and until there shall have been
      delivered to the Executive a copy of a resolution duly adopted by the
      affirmative vote of not less than a majority of the Board then in office
      (excluding the Executive if the Executive is then a member of the Board) at
      a
      meeting of the Board called and held for such purpose, after reasonable notice
      to the Executive and an opportunity for the Executive, together with the
      Executive’s counsel (if the Executive chooses to have counsel present at such
      meeting), to be heard before the Board, finding that, in the good faith opinion
      of the Board, the Executive had committed an act constituting “Cause” as herein
      defined and specifying the particulars thereof in reasonable detail. Nothing
      herein will limit the right of the Executive or the Executive’s beneficiaries to
      contest the validity or propriety of any such determination.

     

    (d)  “Change
      in Control” means the occurrence during the Term of any of the following
      events:

     

    (i)  The
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%
      or
      more of either: (A) the then outstanding Common Shares or (B) the Voting Shares;
      provided,
      however,
      that
      the following acquisitions shall not constitute a Change in Control: (1) any
      acquisition directly from the Company; (2) any acquisition by the Company;
      (3)
      any acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Company or any Subsidiary; or (4) any acquisition by any
      Person pursuant to a transaction that complies with clauses (A), (B) and (C)
      of
      Section 1(d)(iii) below; or

     

    
      
        
          
          

        

        
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    (ii)  Individuals
      who, as of the date of this Agreement, constitute the Board (the “Incumbent
      Board”) cease for any reason (other than death or disability) to constitute at
      least a majority of the Board; provided,
      however,
      that
      any individual becoming a director subsequent to the date hereof, whose
      election, or nomination for election by the Company’s stockholders, was approved
      by a vote of at least a majority of the directors then comprising the Incumbent
      Board (either by a specific vote or by approval of the proxy statement of the
      Company in which such person is named as a nominee for director, without
      objection to such nomination) shall be considered as though such individual
      was
      a member of the Incumbent Board, but excluding for this purpose, any such
      individual whose initial assumption of office occurs as a result of an actual
      or
      threatened election contest (within the meaning of Rule 14a-11 of the Exchange
      Act) with respect to the election or removal of directors or other actual or
      threatened solicitation of proxies or consents by or on behalf of a Person
      other
      than the Board; or

     

    (iii)  Consummation
      of a reorganization, merger or consolidation or sale or other disposition of
      all
      or substantially all of the assets of the Company (a “Business Combination”), in
      each case, unless, following such Business Combination, (A) all or substantially
      all of the individuals and entities who were the beneficial owners,
      respectively, of the Common Shares and Voting Shares immediately prior to such
      Business Combination beneficially own, directly or indirectly, more than 50%
      of,
      respectively, the then-outstanding shares of common stock and the combined
      voting power of the then-outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the entity
      resulting from such Business Combination (including, without limitation, an
      entity that as a result of such transaction owns the Company or all or
      substantially all of the Company’s assets either directly or through one or more
      subsidiaries) in substantially the same proportions relative to each other
      as
      their ownership, immediately prior to such Business Combination, of the Common
      Shares and Voting Shares, as the case may be, (B) no Person (excluding any
      entity resulting from such Business Combination or any employee benefit plan
      (or
      related trust) sponsored or maintained by the Company or such entity resulting
      from such Business Combination) beneficially owns, directly or indirectly,
      15%
      or more of, respectively, the then-outstanding shares of common stock of the
      entity resulting from such Business Combination, or the combined voting power
      of
      the then-outstanding voting securities of such corporation except to the extent
      that such ownership existed prior to the Business Combination and (C) at least
      a
      majority of the members of the board of directors of the entity resulting from
      such Business Combination were members of the Incumbent Board at the time of
      the
      execution of the initial agreement, or the action of the Board providing for
      such Business Combination; or

     

    (iv)  Approval
      by the stockholders of the Company of a complete liquidation or dissolution
      of
      the Company.

     

    (e)  “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    (f)  “Common
      Shares” means shares of common stock, par value $.01 per share, of the
      Company.

     

    
      
        
        

      

      
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    (g)  “Employee
      Benefits” means the benefits and service credit for benefits as provided under
      any and all employee retirement income and welfare benefit policies, plans,
      programs or arrangements in which the Executive is entitled to participate,
      including without limitation any stock option, performance share, performance
      unit, stock purchase, stock appreciation, savings, pension, supplemental
      executive retirement, or other retirement income or welfare benefit, deferred
      compensation, incentive compensation, group or other life, health,
      medical/hospital or other insurance (whether funded by actual insurance or
      self-insured by the Company or a Subsidiary), disability, salary continuation,
      expense reimbursement and other employee benefit policies, plans, programs
      or
      arrangements that may now exist or any equivalent successor policies, plans,
      programs or arrangements that may be adopted hereafter by the Company or a
      Subsidiary, providing benefits and service credit for benefits at least as
      great
      in the aggregate as are payable thereunder immediately prior to a Change in
      Control.

     

    (h)  “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    (i)  “Good
      Reason” means the occurrence of one or more of the following
      events:

     

    (i)  Failure
      to elect or reelect or otherwise to maintain the Executive in the office or
      the
      position, or a substantially equivalent or better office or position, of or
      with
      the Company and/or a Subsidiary (or any successor thereto by operation of law
      or
      otherwise), as the case may be, which the Executive held immediately prior
      to a
      Change in Control, or the removal of the Executive as a Director of the Company
      and/or a Subsidiary (or any successor thereto) if the Executive shall have
      been
      a Director of the Company and/or a Subsidiary immediately prior to the Change
      in
      Control;

     

    (ii)  Failure
      of the Company to remedy any of the following within 10 calendar days after
      receipt by the Company of written notice thereof from the Executive: (A) A
      significant adverse change in the nature or scope of the authorities, powers,
      functions, responsibilities or duties attached to the position with the Company
      and any Subsidiary which the Executive held immediately prior to the Change
      in
      Control, (B) a reduction in the Executive’s Base Pay received from the
      Company and any Subsidiary, (C) a reduction in the Executive’s Incentive
      Pay opportunity as compared with the Incentive Pay opportunity most recently
      paid prior to the Change in Control, or (D) the termination or denial of
      the Executive’s rights to Employee Benefits or a reduction in the scope or value
      thereof;

     

    (iii)  The
      liquidation, dissolution, merger, consolidation or reorganization of the Company
      or the transfer of all or substantially all of its business and/or assets,
      unless the successor or successors (by liquidation, merger, consolidation,
      reorganization, transfer or otherwise) to which all or substantially all of
      its
      business and/or assets have been transferred (by operation of law or otherwise)
      assumed all duties and obligations of the Company under this Agreement pursuant
      to Section 11(a);

     

    (iv)  The
      Company requires the Executive to have the Executive’s principal location of
      work changed to any location that is in excess of 50 miles from the location
      thereof immediately prior to the Change in Control, or requires the Executive
      to
      travel away from the Executive’s office in the course of discharging the
      Executive’s responsibilities or duties hereunder at least 20% more (in terms of
      aggregate days in any calendar year or in any calendar quarter when annualized
      for purposes of comparison to any prior year) than was required of the Executive
      in any of the three full years immediately prior to the Change in Control
      without, in either case, the Executive’s prior written consent; or

     


    
      
        
        

      

      
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    (v)  Without
      limiting the generality or effect of the foregoing, any material breach of
      this
      Agreement by the Company or any successor thereto which is not remedied by
      the
      Company within 10 calendar days after receipt by the Company of written notice
      from the Executive of such breach.

     

    (j)  “Incentive
      Pay” means an annual bonus, incentive or other payment of compensation, in
      addition to Base Pay, made or to be made in regard to services rendered in
      any
      year pursuant to any bonus, incentive, profit-sharing, performance,
      discretionary pay or similar agreement, policy, plan, program or arrangement
      (whether or not funded) of the Company or a Subsidiary, or any successor
      thereto. “Incentive Pay” does not include any stock option, stock appreciation,
      stock purchase, restricted stock, private equity, long-term incentive or similar
      plan, program, arrangement or grant, whether or not provided under a plan,
      program or arrangement described in the preceding sentence.

     

    (k)  “Severance
      Period” means the period of time commencing on the date of the first occurrence
      of a Change in Control and continuing until the earlier of (i) the
      second anniversary
      of the occurrence of the Change in Control, or (ii) the Executive’s death;
provided,
      however,
      that
      commencing on each anniversary of the Change in Control, the Severance Period
      will automatically be extended for an additional year unless, not later than
      90
      calendar days prior to such anniversary date, either the Company or the
      Executive shall have given
      written notice to the other that the Severance Period is not to be so
      extended.

     

    (l)  “Subsidiary”
      means an entity in which the Company directly or indirectly beneficially owns
      50% or more of the outstanding Voting Stock.

     

    (m)  “Term”
      means the period commencing as of the date hereof and expiring on the close
      of
      business on December 31, 2008; provided,
      however,
      that
      (i) commencing on January 1, 2008 and each January 1 thereafter,
      the term of this Agreement will automatically be extended for an additional
      year
      unless, not later than September 30 of the immediately preceding year, the
      Company or the Executive shall have given notice that it or the Executive,
      as
      the case may be, does not wish to have the Term extended; (ii) if a Change
      in Control occurs during the Term, the Term will expire on the last day of
      the
      Severance Period; and (iii) subject to Section 3(c), if, prior to a
      Change in Control, the Executive ceases for any reason to be an officer of
      the
      Company and any Subsidiary, thereupon without further action the Term shall
      be
      deemed to have expired and this Agreement will immediately terminate and be
      of
      no further effect. For purposes of this Section 1(m), the Executive shall
      not be deemed to have ceased to be an employee of the Company and any Subsidiary
      by reason of the transfer of the Executive’s employment between the Company and
      any Subsidiary, or among any Subsidiaries.

     

    (n)  “Termination
      Date” means the date on which the Executive’s employment is terminated (the
      effective date of which will be the date of termination, or such other date
      that
      may be specified by the Executive if the termination is pursuant to
      Section 3(b)).

     


    
      
        
        

      

      
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    (o)  “Voting
      Shares” means at any time, the then-outstanding securities entitled to vote
      generally in the election of directors of the Company.

     

    2.  Operation
      of Agreement.
      This
      Agreement will be effective and binding immediately upon its execution, but,
      anything in this Agreement to the contrary notwithstanding, except as provided
      in Section 3(c), this Agreement will not be operative unless and until a
      Change in Control occurs. Upon the occurrence of a Change in Control at any
      time
      during the Term, without further action, this Agreement will become immediately
      operative.

     

    3.  Termination
      Following a Change in Control.
      (a)
      In the
      event of the occurrence of a Change in Control, the Executive’s employment may
      be terminated by the Company or a Subsidiary during the Severance Period (or
      pursuant to Section 3(c)) and the Executive will be entitled to the benefits
      provided by Section 4 unless such termination is the result of the
      occurrence of one or more of the following events:

     

    (i)  The
      Executive’s death;

     

    (ii)  If
      the
      Executive becomes permanently disabled within the meaning of, and begins
      actually to receive disability benefits pursuant to, the long-term disability
      plan in effect for, or applicable to, the Executive immediately prior to the
      Change in Control; or

     

    (iii)  Cause.

     

    If,
      during the Severance Period, the Executive’s employment is terminated by the
      Company or any Subsidiary other than pursuant to Section 3(a)(i), 3(a)(ii)
      or 3(a)(iii), the Executive will be entitled to the benefits provided by
      Section 4.

     

    (b)  In
      the
      event of the occurrence of a Change in Control, the Executive may terminate
      employment with the Company and any Subsidiary during the Severance Period
      for
      Good Reason with the right to severance compensation as provided in
      Section 4 regardless of whether any other reason, other than Cause, for
      such termination exists or has occurred, including without limitation other
      employment.

     

    (c)  Anything
      in this Agreement to the contrary notwithstanding, if a Change in Control occurs
      and not more than 180 days
      prior to the date on which the Change in Control occurs, the Executive’s
      employment with the Company is terminated by the Company, such termination
      of
      employment will be deemed to be a termination of employment after a Change
      in
      Control for purposes of this Agreement if the Executive has reasonably
      demonstrated that such termination of employment (i) was at the request of
      a third party who has taken steps reasonably calculated to effect a Change
      in
      Control, or (ii) otherwise arose in connection with or in anticipation of a
      Change in Control.

     


    
      
        
        

      

      
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    (d)  A
      termination of employment pursuant to Section 3(a), 3(b) or 3(c) will not
      affect any rights that the Executive may have pursuant to any agreement, policy,
      plan, program or arrangement of the Company or Subsidiary providing Employee
      Benefits, which rights will be governed by the terms thereof, except for any
      rights to severance compensation or
      benefits
      to which
      the Executive may be entitled upon termination of employment pursuant
      to any employment or severance agreement or employee plan (“Other
      Arrangements”),
      which
      rights will be deemed to have been satisfied to the extent and only to the
      extent comparable benefits are provided under this Agreement. This
      Section 3(d) is intended to avoid duplication of payments and benefits under
      this Agreement and under the Other Arrangements and this Section should be
      interpreted as being intended to insure that, in circumstances in which the
      Executive is entitled to severance and other benefits under Section 4 of this
      Agreement and under the Other Arrangements, the total severance amounts and
      value of benefits received by the Executive will be equal to the amounts and
      benefits provided under the agreement or arrangement that provides for the
      greatest amounts and benefits, but the Executive shall not be entitled to
      duplication of such amounts and benefits.

     

    4.  Severance
      Compensation.
      (a)
      If,
      following the occurrence of a Change in Control, the Company or Subsidiary
      terminates the Executive’s employment during the Severance Period other than
      pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive
      terminates the Executive’s employment pursuant to Section 3(b), provided
      that the Executive executes a release substantially in the form attached hereto
      as Annex A, the Company will:

     

    (i)  pay
      to
      the Executive, within five business days after the expiration of any revocation
      period relating to the release described above, a lump sum payment in an amount
      equal to two (2) times the sum of (A) Base Pay (at the highest rate in
      effect for any period within three years prior to the Termination Date), plus
      (B) annual bonus (in an amount equal to target annual bonus for the year in
      which the Termination Date occurs); and

     

    (ii)  for
      a
      period of eighteen (18) months following the Termination Date (the “Continuation
      Period”), arrange to provide the Executive, at no cost to the Executive, with
      (A) medical and dental benefits substantially similar to those that the
      Executive was receiving or entitled to receive immediately prior to the
      Termination Date (or, if greater, immediately prior to the reduction,
      termination, or denial described in Section 1(i)(ii)) or (B) coverage for
      medical and dental benefits under the retiree medical program of the Company
      if
      the Executive is eligible for such coverage on the Termination Date. The
      Continuation Period shall be considered to be the period during which the
      Executive shall be eligible for continuation coverage under Section 4980B of
      the
      Code, and the Company shall reimburse the Executive for the amount of the
      premiums for such continuation coverage; provided,
      however
      that
      without otherwise limiting the purposes or effect of Section 6, the benefits
      otherwise receivable by the Executive pursuant to this Section 4(a)(ii) will
      be
      reduced to the extent comparable welfare benefits are actually received by
      the
      Executive from another employer during the Continuation Period following the
      Executive’s Termination Date, and any such benefits actually received by the
      Executive shall be reported by the Executive to the Company. If any benefit
      described in this Section 4(a)(ii) is subject to income or employment tax,
      the
      Company will pay to the Executive, at the earliest time permitted under Section
      409A of the Code, an additional amount such that after payment by the Executive
      or the Executive’s dependents or beneficiaries, as the case may be, of all
      income and employment taxes imposed on such additional payment, the recipient
      retains an amount equal to the income and employment taxes imposed on such
      benefit. Notwithstanding the foregoing, if the Company determines that there
      is
      a substantial risk that the provision of benefits under this Section 4(a)(ii)
      will result in adverse tax consequences to the Executive under Section 409A
      of
      the Code, the Company will use its reasonable best efforts to make other
      arrangements to provide a substantially similar benefit to the Executive that
      does not have such adverse tax consequences, including, without limitation,
      making a lump sum payment at the earliest time permitted under Section 409A
      of
      the Code, in an amount equal to the Company’s reasonable determination of the
      present value of any such benefits that, if provided, would result in adverse
      tax consequences to the Executive and/or providing such benefit through
      insurance coverage on the Executive’s behalf; and

     


    
      
        
        

      

      
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    (iii)  pay
      to
      the Executive, within five business days after the expiration of any revocation
      period relating to the release described above, a lump sum payment in an amount
      equal to $50,000 in lieu of providing financial counseling benefits to the
      Executive during the Continuation Period.

     

    (b)  Without
      limiting the rights of the Executive at law or in equity, if the Company fails
      to make any payment or provide any benefit required to be made or provided
      hereunder on a timely basis, the Company will pay interest on the amount or
      value thereof at an annualized rate of interest equal to the “prime rate” as set
      forth from time to time during the relevant period in The
      Wall Street Journal“Money
      Rates” column. Such interest will be payable as it accrues on demand. Any change
      in such prime rate will be effective on and as of the date of such
      change.

     

    (c)  Unless
      otherwise expressly provided by the applicable plan, program or agreement,
      after
      the occurrence of a Change in Control, the Company will pay in cash to the
      Executive a lump sum amount equal to the sum of (i) any unpaid incentive
      compensation that has been earned, accrued, allocated or awarded to the
      Executive for any performance period ending prior to the Change in Control
      (regardless of whether payment of such compensation is contingent on the
      continuing performance of services by the Executive), plus (ii) the value
      of any incentive-based annual cash bonus payable pursuant to any performance
      period that is outstanding on the date of the Change in Control. Such payment
      will be made at the earlier of (x) the date prescribed for payment pursuant
      to the applicable plan, program or agreement, and (y) within five business
      days after the Change in Control. In the case of clauses (i) and (ii), any
      applicable vesting requirements will be disregarded. In the case of clause
      (ii),
      the amount will be calculated at the greater of (1) the plan target or payout
      rate and (2) the amount determined based on the Company’s actual results
      relative to the applicable performance criteria as if the performance period
      had
      ended on the date of the Change in Control, which amount will be prorated on
      the
      basis of the number of days of the Executive’s participation during the
      applicable performance period to which the incentive pay related divided by
      the
      aggregate number of days in such performance period, taking into account service
      rendered through the payment date.

     

    (d)  Notwithstanding
      anything to the contrary contained in this Section 4, if any payment to the
      Executive, the payment date of which is determined by reference to the
      Executive’s termination of employment, would constitute a “deferral of
      compensation” under Section 409A of the Code and the Executive is a “specified
      employee” (as such phrase is defined in Section 409A of the Code), the Executive
      (or the Executive’s beneficiary) will receive payment of the amounts described
      in this Section 4 upon the earlier of (i) six (6) months following the
      Executive’s “separation from service” with the Company (as such phrase is
      defined in Section 409A of the Code) or (ii) the Executive’s death.

     


    
      
        
        

      

      
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    5.  Golden
      Parachute Excise Tax - Modified Cap.
      Notwithstanding any provision of this Agreement to the contrary, if any amount
      or benefit to be paid or provided under this Agreement or
      any
      other agreement, contract or arrangement
      would be
      an “Excess Parachute Payment,” within the meaning of Section 280G of the
      Code, or any successor provision thereto, but for the application of this
      sentence, then the payments and benefits to be paid or provided under this
      Agreement will be reduced to the minimum extent necessary (but in no event
      to
      less than zero) so that no portion of any such payment or benefit, as so
      reduced, constitutes an Excess Parachute Payment; provided,
      however,
      that
      the foregoing reduction shall be made only if and to the extent that such
      reduction would result in an increase in the aggregate payments and benefits
      to
      be provided, determined on an after-tax basis (taking into account the excise
      tax imposed pursuant to Section 4999 of the Code, or any successor provision
      thereto, any tax imposed by any comparable provision of state law, and any
      applicable federal, state and local income taxes). Whether requested by the
      Executive or the Company, the determination of whether any reduction in such
      payments or benefits to be provided under this Agreement or otherwise is
      required pursuant to the preceding sentence will be made at the expense of
      the
      Company by the Company’s independent accountants or benefits consultant. The
      fact that the Executive’s right to payments or benefits may be reduced by reason
      of the limitations contained in this Section 5 will not of itself limit or
      otherwise affect any other rights of the Executive other than pursuant to this
      Agreement. In the event that any payment or benefit intended to be provided
      under this Agreement or otherwise is required to be reduced pursuant to this
      Section 5, the Executive will be entitled to designate the payments and/or
      benefits to be so reduced in order to give effect to this Section 5. The
      Company will provide the Executive with all information reasonably requested
      by
      the Executive to permit the Executive to make such designation. In the event
      that the Executive fails to make such designation within 10 business days of
      the
      Termination Date, the Company may effect such reduction in any manner it deems
      appropriate.

     

    6.  No
      Mitigation Obligation.
      The
      Company hereby acknowledges that it will be difficult and may be impossible
      for
      the Executive to find reasonably comparable employment following the Termination
      Date. Accordingly, the payment of the severance compensation by the Company
      to
      the Executive in accordance with the terms of this Agreement is hereby
      acknowledged by the Company to be reasonable, and the Executive will not be
      required to mitigate the amount of any payment provided for in this Agreement
      by
      seeking other employment or otherwise, nor will any profits, income, earnings
      or
      other benefits from any source whatsoever create any mitigation, offset,
      reduction or any other obligation on the part of the Executive hereunder or
      otherwise.

     


    
      
        
        

      

      
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    EXHIBIT
      10.1

    


     

    7.  Legal
      Fees and Expenses.
      (a)
      It is
      the intent of the Company that the Executive not be required to incur legal
      fees
      and the related expenses associated with the interpretation, enforcement or
      defense of the Executive’s rights in connection with any dispute arising under
      this Agreement because the cost and expense thereof would substantially detract
      from the benefits intended to be extended to the Executive hereunder.
      Accordingly, if it should appear to the Executive that the Company has failed
      to
      comply with any of its obligations under this Agreement or in the event that
      the
      Company or any other person takes or threatens to take any action to declare
      this Agreement void or unenforceable, or institutes any proceeding designed
      to
      deny, or to recover from, the Executive the benefits provided or intended to
      be
      provided to the Executive hereunder, the Company irrevocably authorizes the
      Executive from time to time to retain counsel of the Executive’s choice, at the
      expense of the Company as hereafter provided, to advise and represent the
      Executive in connection with any such dispute or proceeding. Notwithstanding
      any
      existing or prior attorney-client relationship between the Company and such
      counsel, the Company irrevocably consents to the Executive’s entering into an
      attorney-client relationship with such counsel, and in that connection the
      Company and the Executive agree that a confidential relationship will exist
      between the Executive and such counsel. Without respect to whether the Executive
      prevails, in whole or in part, in connection with any of the foregoing, the
      Company will pay and be solely financially responsible for any and all
      attorneys’ and related fees and expenses incurred by the Executive in connection
      with any of the foregoing. Such payments will be made within five business
      days
      after delivery of the Executive’s written requests for payment, accompanied by
      such evidence of fees and expenses incurred as the Company may reasonably
      require. Notwithstanding the foregoing, the Company’s obligation to pay to the
      Executive the legal fees and expenses under this Section 7(a) is not intended
      to
      include any fees and expenses incurred in connection with the initial review
      of
      this Agreement or any related agreement by the Executive or the Executive’s
      counsel or advisers.

     

    (b)  Without
      limiting the obligations of the Company pursuant to Section 7(a), in the
      event a Change in Control occurs, the performance of the Company’s obligations
      under Section 4 and this Section 7 will be secured by amounts deposited or
      to be deposited in trust pursuant to certain trust agreements to which the
      Company will be a party providing that the benefits to be paid pursuant to
      Section 4 and the fees and expenses of counsel selected from time to time by
      the
      Executive pursuant to Section 7(a) will be paid, or reimbursed to the
      Executive if paid by the Executive, either in accordance with the terms of
      such
      trust agreements, or, if not so provided, on a regular, periodic basis upon
      presentation by the Executive to the trustee of a statement or statements
      prepared by such counsel in accordance with its customary practices. Any failure
      by the Company to satisfy any of its obligations under this Section 7(b)
      will not limit the rights of the Executive hereunder. Subject to the foregoing,
      the Executive will have the status of a general unsecured creditor of the
      Company and will have no right to, or security interest in, any assets of the
      Company or any Subsidiary.

     

    8.  Competitive
      Activity; Confidentiality; Nonsolicitation.

     

    (a)  Acknowledgements
      and Agreements.
      The
      Executive hereby acknowledges and agrees that in the performance of the
      Executive’s duties to the Company during the Term, the Executive will be brought
      into frequent contact, either in person, by telephone or through the mails,
      with
      existing and potential customers of the Company throughout the United States.
      The Executive also agrees that trade secrets and confidential information of
      the
      Company, more fully described in Section 8(j) of this Agreement, gained by
      the
      Executive during the Executive’s association with the Company, have been
      developed by the Company through substantial expenditures of time, effort and
      money and constitute valuable and unique property of the Company. The Executive
      further understands and agrees that the foregoing makes it necessary for the
      protection of the Company’s business that the Executive not compete with the
      Company during the Executive’s employment and not compete with the Company for a
      reasonable period thereafter, as further provided in the following
      subsections.

     


    
      
        
        

      

      
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    EXHIBIT
      10.1

    


     

    (b)  Covenants
      During the Employment.
      During
      the Term and prior to the Termination Date, the Executive will not compete
      with
      the Company anywhere within the United States. In accordance with this
      restriction, but without limiting its terms, during the Executive’s employment,
      the Executive will not:

     

    (i)  enter
      into or engage in any business which competes with the Company’s
      business;

     

    (ii)  solicit
      customers, business, patronage or orders for, or sell, any products and services
      in competition with, or for any business that competes with, the Company’s
      business;

     

    (iii)  divert,
      entice or otherwise take away any customers, business, patronage or orders
      of
      the Company or attempt to do so; or

     

    (iv)  promote
      or assist, financially or otherwise, any person, firm, association, partnership,
      corporation or other entity engaged in any business which competes with the
      Company’s business.

     

    (c)  Covenants
      Following Termination.
      If,
      during the Severance Period, the Executive’s employment is terminated entitling
      the Executive to payments and benefits under Section 4 of this Agreement, for
      a
      period of 12 months following such termination of the Executive’s employment,
      the Executive will not:

     

    (i)  enter
      into or engage in any business which competes with the Company’s business within
      the Restricted Territory (as defined in Section 8(g));

     

    (ii)  solicit
      customers, business, patronage or orders for, or sell, any products and services
      in competition with, or for any business, wherever located, that competes with,
      the Company’s business within the Restricted Territory;

     

    (iii)  divert,
      entice or otherwise take away any customers, business, patronage or orders
      of
      the Company within the Restricted Territory, or attempt to do so;
      or

     

    (iv)  promote
      or assist, financially or otherwise, any person, firm, association, partnership,
      corporation or other entity engaged in any business which competes with the
      Company’s business within the Restricted Territory.

     

    (d)  Indirect
      Competition.
      For the
      purposes of Sections 8(b) and 8(c), inclusive, but without limitation thereof,
      the Executive will be in violation thereof if the Executive engages in any
      or
      all of the activities set forth therein directly as an individual on the
      Executive’s own account, or indirectly as a partner, joint venturer, employee,
      agent, salesperson, consultant, officer and/or director of any firm,
      association, partnership, corporation or other entity, or as a stockholder
      of
      any corporation in which the Executive or the Executive’s spouse, child or
      parent owns, directly or indirectly, individually or in the aggregate, more
      than
      five percent (5%) of the outstanding stock.

     


    
      
        
        

      

      
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    EXHIBIT
      10.1

    


     

    (e)  The
      Company.
      For the
      purposes of this Section 8, the Company shall also include any and all direct
      and indirect subsidiary, parent, affiliated, or related companies of the
      Company.

     

    (f)  The
      Company’s Business.
      For the
      purposes of Sections 8(b), 8(c), 8(k) and 8(l), the “Company’s business” is
      defined to be the provision of integrated engineering, construction, and
      management solutions as further described in any and all manufacturing,
      marketing and sales manuals and materials and/or websites of the Company as
      the
      same may be altered, amended, supplemented or otherwise changed from time to
      time, or of any other products or services substantially similar to or readily
      suitable for any such described products and services. 

     

    (g)  Restricted
      Territory.
      For the
      purposes of Section 8(c), the Restricted Territory shall be defined as and
      limited to:

     

    (i)  North
      America; 

     

    (ii)  the
      geographic area(s) within a one hundred (100) mile radius of any and all Company
      location(s) in, to, or for which the Executive worked, to which the Executive
      was assigned or had any responsibility (either direct or supervisory) at the
      time of termination of the Executive’s employment and at any time during the two
      (2) year period prior to such termination; and

     

    (iii)  all
      of
      the specific customer accounts, whether within or outside of the geographic
      area
      described in (i) above, with which the Executive had any contact or for which
      the Executive had any responsibility (either direct or supervisory) at the
      time
      of termination of the Executive’s employment and at any time during the two (2)
      year period prior to such termination.

     

    (h)  Extension.
      If it
      shall be judicially determined that the Executive has violated any of the
      Executive’s obligations under Section 8(c), then the period applicable to each
      obligation that the Executive shall have been determined to have violated shall
      automatically be extended by a period of time equal in length to the period
      during which such violation(s) occurred.

     

    (i)  Non-Solicitation.
      The
      Executive will not directly or indirectly at any time solicit or induce or
      attempt to solicit or induce any employee(s), sales representative(s), agent(s)
      or consultant(s) of the Company to terminate their employment, representation
      or
      other association with the Company.

     

    
      
        
        

      

      
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    EXHIBIT
      10.1

     

     

    (j)  Further
      Covenants.


     

    (i)  The
      Executive will keep in strict confidence, and will not, directly or indirectly,
      at any time during or after the Executive’s employment with the Company,
      disclose, furnish, disseminate, make available or, except in the course of
      performing the Executive’s duties of employment, use any trade secrets or
      confidential business and technical information of the Company or its customers
      or vendors, regardless of when or how the Executive may have acquired such
      information. Such confidential information shall include, without limitation,
      the Company’s unique selling, manufacturing and servicing methods and business
      techniques, training, service and business manuals, promotional materials,
      training courses and other training and instructional materials, vendor and
      product information, customer and prospective customer lists, other customer
      and
      prospective customer information and other business information. The Executive
      specifically acknowledges that all such confidential information, whether
      reduced to writing, maintained on any form of electronic media, or maintained
      in
      the Executive’s mind or memory and whether compiled by the Company, and/or the
      Executive, derives independent economic value from not being readily known
      to or
      ascertainable by proper means by others who can obtain economic value from
      its
      disclosure or use, that reasonable efforts have been made by the Company to
      maintain the secrecy of such information, that such information is the sole
      property of the Company and that any retention and use of such information
      by
      the Executive during the Executive’s employment with the Company (except in the
      course of performing the Executive’s duties and obligations to the Company) or
      after the termination of the Executive’s employment shall constitute a
      misappropriation of the Company’s trade secrets.

     

    (ii)  The
      Executive agrees that upon termination of the Executive’s employment with the
      Company, for any reason, the Executive shall return to the Company, in good
      condition, all property of the Company, including without limitation, the
      originals and all copies of any materials which contain, reflect, summarize,
      describe, analyze or refer or relate to any items of information listed in
      Section 8(j)(i) of this Agreement. In the event that such items are not so
      returned, the Company will have the right to charge the Executive for all
      reasonable damages, costs, attorneys’ fees and other expenses incurred in
      searching for, taking, removing and/or recovering such property.

     

    (k)  Discoveries
      and Inventions; Work Made for Hire.

     

    (i)  The
      Executive hereby assigns and agrees to assign to the Company, its successors,
      assigns or nominees, all of the Executive’s rights to any discoveries,
      inventions and improvements, whether patentable or not, made, conceived or
      suggested, either solely or jointly with others, by the Executive while in
      the
      Company’s employ, whether in the course of the Executive’s employment with the
      use of the Company’s time, material or facilities or that is in any way within
      or related to the existing or contemplated scope of the Company’s business. Any
      discovery, invention or improvement relating to any subject matter with which
      the Company was concerned during the Executive’s employment and made, conceived
      or suggested by the Executive, either solely or jointly with others, within
      one
      (1) year following termination of the Executive’s employment under this
      Agreement or any successor agreements shall be irrebuttably presumed to have
      been so made, conceived or suggested in the course of such employment with
      the
      use of the Company’s time, materials or facilities. The Executive will promptly
      disclose to the Company, in writing, each such discovery, invention and
      improvement. Upon request by the Company with respect to any such discoveries,
      inventions or improvements, the Executive will assist the Company, and/or any
      designee of the Company, in preparing, filing, prosecuting, obtaining, enforcing
      and/or defending any patent, copyright or other intellectual property
      applications or grant of rights issuing therefrom (collectively, “IP Rights”) in
      any country(ies) in the world. Upon request by the Company, the Executive will
      execute and deliver to the Company, at any time during or after the Executive’s
      employment, all appropriate documents and do all things which may be necessary
      or advisable, in the Company’s sole reasonable judgment, to prepare, file,
      prosecute, obtain, enforce and/or defend such IP Rights and to evidence the
      assignment to the Company of the Executive’s entire right, title and interest in
      and to same, when so requested, at the expense of the Company, but without
      further or additional consideration. Furthermore, if for any reason the Company
      is unable to obtain the Executive’s execution of any paper(s) necessary or
      helpful to prepare, file, prosecute, obtain, enforce and/or defend such IP
      Rights, the Executive hereby conveys to the Company his power of attorney only
      for the purpose of executing any such paper(s) for such purpose.

     

    
      
        
        

      

      
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    EXHIBIT
      10.1

    


     

    (ii)  The
      Executive acknowledges that, to the extent permitted by law, all work papers,
      reports, documentation, drawings, photographs, negatives, tapes and masters
      therefor, prototypes and other materials (hereinafter, “items”), including
      without limitation, any and all such items generated and maintained on any
      form
      of electronic media, generated by the Executive during the Executive’s
      employment with the Company shall be considered a “work made for hire” and that
      ownership of any and all copyrights in any and all such items shall belong
      to
      the Company. The item will recognize the Company as the copyright owner, will
      contain all proper copyright notices, e.g., “(creation date) Washington Group
      International, Inc., All Rights Reserved,” and will be in condition to be
      registered or otherwise placed in compliance with registration or other
      statutory requirements throughout the world.

     

    (l)  Communication
      of Contents of Agreement.
      During
      the Executive’s employment and for 12 months thereafter, the Executive will
      communicate the contents of Section 8 of this Agreement to any person, firm,
      association, partnership, corporation or other entity which the Executive
      intends to be employed by, associated with, or represent and which is engaged
      in
      a business that is competitive to the Company’s business.

     

    (m)  Relief.
      The
      Executive acknowledges and agrees that the remedy at law available to the
      Company for breach of any of the Executive’s obligations under this Agreement
      would be inadequate. The Executive therefore agrees that, in addition to any
      other rights or remedies that the Company may have at law or in equity,
      temporary and permanent injunctive relief may be granted in any proceeding
      which
      may be brought to enforce any provision contained in Sections 8(b), 8(c), 8(i),
      8(j), 8(k) and 8(l) of this Agreement, without the necessity of proof of actual
      damage.

     

    (n)  Reasonableness.
      The
      Executive acknowledges that the Executive’s obligations under this Section 8 are
      reasonable in the context of the nature of the Company’s business and the
      competitive injuries likely to be sustained by the Company if the Executive
      was
      to violate such obligations. The Executive further acknowledges that this
      Agreement is made in consideration of, and is adequately supported by the
      agreement of the Company to perform its obligations under this Agreement and
      by
      other consideration, which the Executive acknowledges constitutes good, valuable
      and sufficient consideration.

     


    
      
        
        

      

      
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    EXHIBIT
      10.1

    


     

    (o)  Consideration.
      In
      consideration of the Executive’s agreements contained in this Section 8, the
      Company will pay to the Executive, at the time of payment of the amounts set
      forth in Section 4(a)(i), an additional lump sum payment in an amount equal
      to
      one (1) times the sum of (A) Base Pay (at the highest rate in effect for
      any period within three years prior to the Termination Date), plus (B) annual
      bonus (in an amount equal to target annual bonus for the year in which the
      Termination Date occurs).

     

    9.  Employment
      Rights.
      Nothing
      expressed or implied in this Agreement will create any right or duty on the
      part
      of the Company or the Executive to have the Executive remain in the employment
      of the Company or any Subsidiary prior to or following any Change in
      Control.

     

    10.  Withholding
      of Taxes.
      The
      Company may withhold from any amounts payable under this Agreement all federal,
      state, city or other taxes as the Company is required to withhold pursuant
      to
      any applicable law, regulation or ruling.

     

    11.  Successors
      and Binding Agreement.
      (a)
      The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation, reorganization or otherwise) to all or substantially
      all
      of the business or assets of the Company, by agreement in form and substance
      reasonably satisfactory to the Executive, expressly to assume and agree to
      perform this Agreement in the same manner and to the same extent the Company
      would be required to perform if no such succession had taken place. This
      Agreement will be binding upon and inure to the benefit of the Company and any
      successor to the Company, including without limitation any persons acquiring
      directly or indirectly all or substantially all of the business or assets of
      the
      Company whether by purchase, merger, consolidation, reorganization or otherwise
      (and such successor will thereafter be deemed the “Company” for the purposes of
      this Agreement), but will not otherwise be assignable, transferable or delegable
      by the Company.

     

    (b)  This
      Agreement will inure to the benefit of and be enforceable by the Executive’s
      personal or legal representatives, executors, administrators, successors, heirs,
      distributees and legatees.

     

    (c)  This
      Agreement is personal in nature and neither of the parties hereto will, without
      the consent of the other, assign, transfer or delegate this Agreement or any
      rights or obligations hereunder except as expressly provided in
      Sections 11(a) and 11(b). Without limiting the generality or effect of the
      foregoing, the Executive’s right to receive payments hereunder will not be
      assignable, transferable or delegable, whether by pledge, creation of a security
      interest, or otherwise, other than by a transfer by the Executive’s will or by
      the laws of descent and distribution and, in the event of any attempted
      assignment or transfer contrary to this Section 11(c), the Company will
      have no liability to pay any amount so attempted to be assigned, transferred
      or
      delegated.

     

    12.  Notices.
      For all
      purposes of this Agreement, all communications, including without limitation
      notices, consents, requests or approvals, required or permitted to be given
      hereunder will be in writing and will be deemed to have been duly given when
      hand delivered or dispatched by electronic facsimile transmission (with receipt
      thereof orally confirmed), or five business days after having been mailed by
      United States registered or certified mail, return receipt requested, postage
      prepaid, or three business days after having been sent by a nationally
      recognized overnight courier service such as FedEx or UPS, addressed to the
      Company (to the attention of the Secretary of the Company) at its principal
      executive office and to the Executive at the Executive’s principal residence, or
      to such other address as any party may have furnished to the other in writing
      and in accordance herewith, except that notices of changes of address will
      be
      effective only upon receipt.

     

    
      
        
        

      

      
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    EXHIBIT
      10.1

    


     

    13.  Governing
      Law.
      The
      validity, interpretation, construction and performance of this Agreement will
      be
      governed by and construed in accordance with the substantive laws of the State
      of Delaware and federal law, without giving effect to the principles of conflict
      of laws of such State, except as expressly provided herein.

     

    14.  Validity.
      If any
      provision of this Agreement or the application of any provision hereof to any
      person or circumstance is held invalid or otherwise unenforceable, the remainder
      of this Agreement and the application of such provision to any other person
      or
      circumstance will not be affected, and the provision so held to be invalid
      or
      otherwise unenforceable will be reformed to the extent (and only to the extent)
      necessary to make it enforceable or valid.

     

    15.  Miscellaneous.
      No
      provision of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by the
      Executive and the Company. No waiver by either party hereto at any time of
      any
      breach by the other party hereto or compliance with any condition or provision
      of this Agreement to be performed by such other party will be deemed a waiver
      of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time. No agreements or representations, oral or otherwise, expressed
      or implied with respect to the subject matter hereof have been made by either
      party that are not set forth expressly in this Agreement. The headings used
      in
      this Agreement are intended for convenience or reference only and will not
      in
      any manner amplify, limit, modify or otherwise be used in the construction
      or
      interpretation of any provision of this Agreement. References to Sections are
      to
      Sections of this Agreement. Any reference in this Agreement to a provision
      of a
      statute, rule or regulation will also include any successor provision
      thereto.

     

    16.  Survival.
      Notwithstanding any provision of this Agreement to the contrary, the parties’
respective rights and obligations under Sections 3(c), 4, 5, 7, 8, 9, 10,
      11(b), 16 and 17 will survive any termination or expiration of this Agreement
      or
      the termination of the Executive’s employment following a Change in Control for
      any reason whatsoever.

     

    17.  Beneficiaries.
      The
      Executive will be entitled to select (and change, to the extent permitted under
      any applicable law) a beneficiary or beneficiaries to receive any compensation
      or benefit payable hereunder following the Executive’s death, and may change
      such election, in either case by giving the Company written notice thereof
      in
      accordance with Section 12. In the event of the Executive’s death or a
      judicial determination of the Executive’s incompetence, reference in this
      Agreement to the “Executive” will be deemed, where appropriate, to the
      Executive’s beneficiary, estate or other legal representative.

     

    18.  Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original but all of which together will constitute one and
      the
      same agreement.

     

    
      
        
        

      

      
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    EXHIBIT
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    19.  Section
      409A of the Code.
      To
      the
      extent applicable, it is intended that the compensation arrangements under
      this
      Agreement be in full compliance with Section 409A of the Code. To the extent
      any
      provision in this Agreement is or will be in violation of Section 409A, the
      Agreement shall be amended in such manner as the parties may agree such that
      the
      Agreement is or remains in compliance with Section 409A and the intent of the
      parties is maintained to the maximum extent possible. In
      particular, to the extent that the Executive becomes entitled to a payment
      or
      benefit under this Agreement that would constitute a “deferral of compensation”
under Section 409A of the Code and the date that the payment would be made
      or
      benefit provided would subject the Executive to income inclusion or penalties
      under Section 409A of the Code, then notwithstanding anything to the contrary
      in
      this Agreement, such payment or benefit will be made or provided, to the extent
      necessary to comply with the provisions of Section 409A of the Code, to the
      Executive on the earlier of (a) the Executive’s “separation from service” with
      the Company (determined in accordance with Section 409A); provided,
      however,
      that if
      the Executive is a “specified employee” (within the meaning of Section 409A),
      the Executive’s date of payment shall be the date that is six months after the
      date of the Executive’s separation of service with the Company, or (b) the
      Executive’s death. Reference to Section 409A of the Code is to Section 409A of
      the Internal Revenue Code of 1986, as amended, and will also include any
      proposed, temporary or final regulations, or any other guidance, promulgated
      with respect to such Section by the U.S. Department of the Treasury or the
      Internal Revenue Service.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      and
      delivered as of the date first above written.

     

    
      	 	 WASHINGTON
              GROUP INTERNATIONAL, INC.


    

    


    
      	 	 	
              /s/
                Larry L. Myers

            
	 	
              By:

            
	 	 	
              Larry
                L. Myers, SVP Human Resources

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              /s/
                Stephen G. Hanks

            
	 	 
	 	 	
              Stephen
                G. Hanks

            


    

    


     

    A-18