EXHIBIT 10.17.2


 


AMENDMENT TO RETENTION AGREEMENT


 


THIS AMENDMENT
(the “Amendment”) is made to the Retention Agreement between Washington Group
International, Inc., a Delaware Corporation (the “Company”) and Stephen G. Hanks (the “Employee”) dated
March 20, 2001, (the “Agreement”).  This
Amendment is made as of this 20th day of August, 2002.


 


The Company
previously entered into the Agreement with the Employee to assure that the
Company would have the continued dedication of the Employee during a period in
which there was a possibility of a significant restructuring or change of
control of the Company.  The Company has
determined that it is in its best interests to extend the Agreement with the
Employee, as modified by this Amendment, to assure the continued dedication of
the Employee for an additional period of time. 
To accomplish this objective, the Board has authorized the Company to
enter into this Amendment.  Capitalized
terms in this Amendment have the definition used in the Agreement except where
otherwise specified.


 


In
consideration of the mutual promises set forth below, and for other good and
valuable consideration, the sufficiency of which is acknowledged, the Company
and the Employee hereby agree to amend the Agreement as follows:


 


1.                                       The definition
of “Change of Control” is amended to read as follows:


 


“Change in
Control” means and includes the occurrence of any one of the following
events:


 


(i)                                     individuals who,
as of May 31, 2002, constitute the Board (the “Incumbent Directors”) cease for
any reason to constitute at least a majority of the Board, provided that any
person becoming a director after May 31, 2002, and whose election or nomination
for Election was approved by a vote of at least a majority of the Incumbent
Directors then on the 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 written objection to such nomination) shall be an Incumbent
Director; provided,  however, that no individual initially elected
or nominated as a  director of the
Company as a result of an actual or threatened election contest (as described
in Rule 14a-11 under the 1934 Act (“Election Contest”) or other actual or
threatened solicitation of proxies or consents by or on behalf of any “person”
(as such term is defined in Section 3(a)(9) of the 1934 Act and as used in
Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than the Board (“Proxy
Contest”), including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest, shall be deemed an Incumbent Director;


 


(ii)                                  any person becomes a
“beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of securities of the Company


 

















 


representing 33% or more of the combined voting power of the Company’s
then outstanding securities eligible to vote for the election of the Board (the
“Corporation Voting Securities”); provided,  however, that the
event described in this paragraph (ii) shall not be deemed to be a Change in
Control of the Company by virtue of any of the following acquisitions: (A)  any acquisition by Mr. Dennis R. Washington
directly, or indirectly through his affiliates and associates, (B) an
acquisition by the Company which reduces the number of Corporation Voting
Securities outstanding and thereby results in any person acquiring beneficial
ownership of more than 33% of the outstanding Corporation Voting Securities;
(C) an acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Parent or Subsidiary, (D) an acquisition by an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (E) an acquisition pursuant to a Non-Qualifying Transaction (as
defined in paragraph (iii)); or


 


(iii)                               the consummation of a
reorganization, merger, consolidation, statutory share exchange or similar form
of corporate transaction involving the Company that requires the approval of
the Company’s stockholders, whether for such transaction or the issuance of
securities in the transaction (a “Reorganization”), or the sale or other
disposition of all or substantially all of the Company’s assets to an entity
that is not an affiliate of the Company (a “Sale”), unless immediately
following such Reorganization or Sale; (A) more than 50% of the total voting
power of (x) the company resulting from such Reorganization or the company
which has acquired all or substantially all of the assets of the Company (in
either case, the “Surviving Corporation”), or (y) if applicable, the ultimate
parent corporation that directly or indirectly has beneficial ownership of 100%
of the voting securities eligible to elect directors of the Surviving
Corporation (the “Parent Corporation”), is represented by the Company Voting
Securities that were outstanding immediately prior to such Reorganization or
Sale (or, if applicable, is represented by shares into which such Corporation
Voting Securities were converted pursuant to such Reorganization or Sale), (B)
no person (other than (w) the Company, (x) Dennis R. Washington directly, or
indirectly through his affiliates or associates, (y) any employee benefit plan
(or related trust) sponsored or maintained by the Surviving Corporation or the
Parent Corporation, or (z) a person who immediately prior to the Reorganization
or Sale was the beneficial owner of 33% or more of the outstanding Corporation
Voting Securities) is the beneficial owner, directly or indirectly, of 33% or
more of the total voting power of the outstanding voting securities eligible to
elect directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation), and (C) at least a majority of the
members of the board of directors of the Parent Corporation (or, if there is no
Parent Corporation, the Surviving Corporation) following the consummation of
the Reorganization or Sale were Incumbent Directors at the time of the Board’s
approval of the execution of the initial agreement


 


2

















 


providing for such Reorganization or Sale (any Reorganization or Sale
which satisfies all of the criteria specified in (A) (B) and (C) above shall be
deemed to be a “Non-Qualifying Transaction”); or


 


(iv)                              approval by the
stockholders of the Company of a complete liquidation or dissolution of the
Company unless such transaction is a Non-Qualifying Transaction.


 


2.                                       The definition
of “Target Bonus” is amended to read as follows:


 


“Target
Bonus” means (a) 120% of the Employee’s Base Salary as in effect on March
31, 2001, for purposes of calculating the retention bonus payable to the
Employee in 2001 and 2002 under paragraph 3; (b) 120% of the Employee’s Base
Salary as in effect on December 31, 2002, for purposes of calculating the
retention bonus payable to the Employee in 2003 under paragraph 3; and (c) 120%
of the Employee’s Base Salary as in effect on the Employee’s last day of
employment with the Company for purposes of calculating the severance benefit
payable to the Employee under paragraph 4 and the payment for the Employee’s
covenant not to compete under paragraph 6.


 


3.                                       Paragraph 3 of
the Agreement is amended in its entirety to read as follows:


 


Retention Bonus.  The Company will pay to the Employee a retention bonus equal to
1.5 times the Employee’s Target Bonus, payable in cash in three equal
installments on, or as soon as reasonably practical after, September 1, 2001,
March 1, 2002, and September 1, 2002. 
The Company will pay to the Employee a second retention bonus equal to the
Employee’s Target Bonus, payable in cash in two equal installments on, or as
soon as reasonably practical after, March 1, 2003, and September 1, 2003.  However, the Employee must be employed by
the Company on the applicable payment date to receive the payment due on that
date. (Notwithstanding the foregoing, if the Employee’s employment with the
Company terminates before a particular payment date because of the Employee’s
death or Disability, the Company will pay to the Employee (or the Employee’s
estate in the case of death) a prorated portion of the retention bonus payment
otherwise due on such payment date, based upon the number of days the Employee
remained employed by the Company since the previous payment date.)  These retention bonuses will take the place
of all other incentive compensation, whether annual or long-term, for the
Company’s 2001 and 2002 fiscal years (except for any project bonus the Employee
may be eligible to receive).  If the
Employee is eligible for a project bonus for 2001, the retention bonus payments
payable on September 1, 2001, and March 1, 2002, under this Agreement shall be
offset against the project bonus for 2001. 
If the Employee is eligible for a project bonus for 2002, the retention
bonus payments payable on September 1, 2002, and March 1, 2003, under this Agreement
shall be offset against the project bonus for 2002.  The retention bonus payment payable on September 1, 2003, shall
be offset against any annual incentive or project incentive compensation
otherwise payable for the Company’s 2003 fiscal year.


 


4.                                       Paragraph 4 of
the Agreement is amended in its entirety to read as follows:


 


3

















 


Severance Benefit.               If, following a Change in Control, (i) the Employee’s
employment with the Company or its subsidiaries is terminated before December
31, 2003, (other than a termination for Cause or by reason of the Employee’s
death, Disability or voluntary resignation or retirement) or (ii) the
Employee’s Base Salary is reduced or the Employee is asked to relocate to a
city more than 50 miles from the office or location in which the Employee is
based on the date of the Change in Control and the Employee resigns employment
before December 31, 2003, rather than accepting such reduction in Base Salary
or relocation, the Employee shall be entitled to (1) a prorated portion of the
next retention bonus payment, if any, that otherwise would be payable to the
Employee if no termination had occurred, based upon the number of days the
Employee remained employed by the Company since the previous payment date and
(2) an amount equal to two times the sum of (a) the Employee’s Base Salary as
of the date of termination and (b) the Employee’s Target Bonus.  Absent a Change in Control, if the
Employee’s employment with the Company or its subsidiaries is terminated before
December 31, 2003, (other than a termination for Cause or by reason of the
Employee’s death, Disability or voluntary resignation or retirement), the
Employee shall be entitled to (1) a prorated portion of the next retention
bonus payment, if any, that otherwise would be payable to the Employee if no
termination had occurred, based upon the number of days the Employee remained
employed by the Company since the previous payment date and (2) an amount equal
to the sum of (a) the Employee’s Base Salary as of the date of termination and
(b) the Employee’s Target Bonus.  The
Company shall pay these severance benefits to the Employee in a single lump sum
cash payment within fifteen (15) days after the Employee’s final regular salary
payment.  If the Employee’s employment
with the Company or its subsidiaries is terminated for Cause or by reason of
the Employee’s death, Disability or voluntary resignation or retirement, the
Employee is not entitled to any severance benefit under this paragraph.  Any amounts owed to the Employee under this
paragraph shall be subject to offset for amounts owed the Employee under any
other plan or agreement providing for continuation of Compensation after
termination of employment or for any other form of severance benefits that
duplicate the benefits provided hereunder. 
Notwithstanding the foregoing, any compensation for services rendered or
consulting fees earned after the date of termination shall not diminish the
Employee’s right to receive all severance benefits due under this paragraph.


 


5.                                       Paragraph 6(a)
of the Agreement is amended to read as follows:


 


(a)                                  If the Employee’s
employment with the Company terminates before December 31, 2003 for any reason
that would entitle the Employee to a severance payment under paragraph 4 above,
the Employee agrees that for a period of one year following the termination of
employment the Employee shall not compete, either directly or indirectly (as a
shareholder, partner, employee, trustee or otherwise in any person, firm, corporation,
association, partnership or other entity), with the Company or its subsidiaries
by engaging, through operations or sales anywhere in the United States, in
business in which the Company or its subsidiaries are now engaged or such other
businesses as the Company or its subsidiaries may be engaged in at the time of
such termination; provided, however, that the Employee may own
securities of any publicly held corporation so long as such ownership does not
exceed one percent (1%) of the outstanding voting securities of such
corporation.  The Employee also agrees
that for a period of one year following the


 


4

















 


termination of
employment the Employee shall not, directly or indirectly, (1) solicit or
accept any business similar to business provided by the Company from customers
of the Company, including prospective customers with which the Company has met
within twelve (12) months, or request, induce or advise customers of the
Company to withdraw, curtail or cancel their business with the Company, or (2)
solicit for employment any employee of the Company, or request, induce or
advise any employee to leave the employ of the Company.


 


IN WITNESS
WHEREOF, the parties hereto have duly executed and delivered this Amendment as
of the date first above written.


 


	
   

  	
  WASHINGTON GROUP INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Batchelder

  	
   

  
	
   

  	
   

  	
  David H.
  Batchelder

  
	
   

  	
   

  	
  Chairman –
  Compensation Committee

  of the Board of Directors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ S. G. Hanks

  	
   

  
	
   

  	
   

  	
  Stephen G.
  Hanks

  
					



 


5