EXHIBIT 10.18.2


 


Form of 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
                                    
(the “Employee”) dated March 14, 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:


 


6.                                       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:


 


(v)                                 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;


 


(vi)                              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


 


(vii)                           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 and 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


 


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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


 


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


 


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


 


“Target
Bonus” means (a) 100% 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) 100% 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) 100%
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.


 


8.                                       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.


 


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


 


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


 


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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.


 


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


 


	
   

  	
  WASHINGTON GROUP INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [ Name ]

  
					



 


 


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SCHEDULE TO EXHIBIT
10.18.2


 


 


AMENDMENTS TO WGI RETENTION AGREEMENTS

WITH NAMED EXECUTIVES


 


 


EACH DATED AS OF AUGUST 20, 2002


 


 


George H. Juetten


Ambrose L. Schwallie


G. Bret Williams


Thomas H. Zarges


 


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