performanceawardagreemen






US/INTERNATIONAL EMPLOYEE (CASH ONLY)      PERFORMANCE AWARD AGREEMENT      Grant Date:____________      Re: Performance Unit Grant  I am pleased to inform you that KBR, Inc. (the “Company”) has granted you Performance  Units under the Company’s Amended and Restated 2006 Stock and Incentive Plan, as amended  and restated (the “Plan”), subject to the terms and conditions in the Plan and as set forth in this  Performance Award Agreement, including any exhibits attached hereto (collectively, the  “Agreement”) as follows:  1. Grant of Performance Units.  The number of Performance Units granted to you as a Performance Award under the Plan  is _______.  Each Performance Unit shall have a target value of $1.00.  The actual value,  if any, of a Performance Unit at the end of the Performance Period (as defined in Exhibit  A) will, subject to Paragraph 3 below, be determined based on the level of achievement  during the Performance Period of the performance objectives set forth in Exhibit A hereto,  which is made a part hereof for all purposes.  Eighty percent of the Performance Units shall  be “Tranche One PUs” and twenty percent of the Performance Units shall be “Tranche  Two PUs.”  2. Terms of Performance Units.  (a) Vesting.  Except as otherwise provided in subparagraphs (b) and (d) below, you  will vest in the Performance Units earned (if any) for the Performance Period only  if you are an employee of the Company or a Subsidiary on the date such earned  Performance Units are paid, as provided in Paragraph 3 below.  In addition, except as otherwise provided in subparagraphs (b) and (d) below, you  shall, for no consideration, forfeit all of the Tranche Two PUs on  December 31, 2022, if the Committee that administers the Plan (the “Committee”)  determines, in its sole discretion, that calendar year 2022 was not a successful year  for the Company.  Any such determination by the Committee shall be made on or  before March 31, 2023.  (b) Death, Disability or Retirement.  Unless otherwise provided in an agreement  pursuant to Paragraph 14, if you cease to be an employee of the Company or a  Subsidiary as a result of (i) your death, (ii) your permanent disability (disability  being defined as being physically or mentally incapable of performing either your  usual duties as an employee or any other duties as an employee that the Company  reasonably makes available and such condition is likely to remain continuously and  permanently, as determined by the Company or employing Subsidiary), or (iii) your  retirement with the approval of (A) the Committee if you are a “senior executive of  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    2  the Company” (as defined below) or (B) the Company’s Chief Executive Officer  (the “CEO”) if you are not a senior executive of the Company (with such approval  to be granted or withheld in the sole discretion of the Committee or the CEO, as  applicable), then, in any such case, a prorata portion of your Performance Units that  become “earned”, if any, as provided in Exhibit A, will become vested; provided,  however, that if the Tranche Two PUs have been forfeited pursuant to the last two  sentences of subparagraph (a) above prior to the occurrence of an event described  in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain  forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any  such event, and the prorata portion of your Performance Units that become  “earned”, if any, and that may become vested pursuant to this sentence shall be  determined based solely upon the Tranche One PUs.  The “prorata portion” that  becomes vested shall be a fraction, the numerator of which is the number of days  in the Performance Period in which you were an employee of the Company or a  Subsidiary and the denominator of which is the total number of days in the  Performance Period.  If your termination for the above reasons is after the end of  the Performance Period but before payment of the Performance Units earned, if  any, for such Performance Period, you will be fully vested in any such earned  Performance Units that have not yet been forfeited and which are still outstanding.   “Senior executive of the Company” for purposes of this Agreement shall mean (i)  the CEO and (ii) any regular, full-time employee of the Company or an affiliate  who (A) is an officer of the Company required to file reports with the Securities  and Exchange Commission under Section 16 of the Securities Exchange Act of  1934, (B) is an officer of the Company who reports directly to the CEO, (C) is the  Chief Accounting Officer of the Company, or (D) is the highest ranking  management position (with at least a title of Director or above) with direct oversight  over internal audits of the Company.  (c) Other Terminations.  If you terminate employment from the Company and its  Subsidiaries for any reason other than as provided in subparagraph (b) above or  subparagraph (d) below or if you breach any of the covenants set forth in Paragraph  6, all unvested Performance Units held by you shall be forfeited without payment  immediately upon such termination or the occurrence of such breach (as  applicable).  (d) Corporate Change.  Notwithstanding any other provision hereof, unless otherwise  provided in an agreement pursuant to Paragraph 14, your Performance Units shall  become fully vested at the maximum earned percentage provided in Exhibit A upon  your Involuntary Termination or termination for Good Reason within two years  following a Corporate Change (as provided in the Plan) (a “Double Trigger Event”)  during the Performance Period; provided, however, that if the Tranche Two PUs  have been forfeited pursuant to the last two sentences of subparagraph (a) above  prior to the occurrence of a Double Trigger Event, then the Tranche Two PUs shall  remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence  of the Double Trigger Event, and the portion of your Performance Units that  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    3  become vested pursuant to this sentence shall be determined based solely upon the  Tranche One PUs.  If a Double Trigger Event occurs after the end of the  Performance Period and prior to payment of the earned Performance Units, you will  be 100% vested in your earned Performance Units that have not yet been forfeited  and which are still outstanding upon the Double Trigger Event and payment will be  made in accordance with the results achieved for the Performance Period ended as  provided in Exhibit A.  For purposes of this Agreement, employment with the Company includes employment with  a Subsidiary.  For the avoidance of doubt, it is expressly provided that you shall be  considered to have terminated employment with the Company at the time of the termination  of the “Subsidiary” status under the Plan of the entity or other organization that employs  you.  3. Payment of Vested Performance Units.  As soon as administratively practicable after the  end of the Performance Period, but no later than the March 15th following the end of the  Performance Period, or with respect to a Double Trigger Event occurring prior to the end  of the Performance Period, the date of the Double Trigger Event (but no later than the  March 15th following the calendar year in which occurs the date of the Double Trigger  Event), you shall be entitled to receive from the Company a payment in cash equal to the  product of the Payout Percentage (as defined in Exhibit A) and the sum of the target values  of your vested Performance Units; provided, however, that such payment amount may be  reduced, but not increased, by any amount (including a reduction resulting in a payment of  $0) in the sole discretion of (a) the Committee if you are a senior executive of the Company   or (b) the CEO if you are not a senior executive of the Company (provided, further, that  any such discretion to reduce such payment amount may not be exercised by the Committee  or the CEO, as applicable, at any time after the occurrence of a Corporate Change).  Except  as provided in Exhibit A with respect to a Double Trigger Event, if the performance  thresholds set forth in Exhibit A are not met, no payment shall be made with respect to the  Performance Units, whether or not vested.  Notwithstanding the foregoing, in no event may  the amount paid to you by the Company in any year with respect to Performance Units  earned hereunder exceed the applicable limit under Article V of the Plan.  4. Recovery of Payment of Vested Performance Units.  If, within the three-year period  beginning on the date that you receive a payment pursuant to Paragraph 3, the basis upon  which the performance measurements were achieved during any calendar year of the  Performance Period changes because of any restatement of or revision to the Company’s  financial results, shareholder return, or any other performance measure for the same  calendar year, regardless of fault, and the value of the Performance Units earned at the end  of the Performance Period is determined to have resulted in an overpayment based on such  calendar year’s restated or revised financial results, shareholder return or other  performance measure, the Committee (or the CEO if you are not a senior executive of the  Company) may, in its sole and absolute discretion, seek recovery of the amount of the  Performance Award determined to be an overpayment or hold the overpayment as debit  against future Awards for up to a three-year period following the end of the Performance  Period.  In addition, the Company may seek recovery of any benefits provided to you under  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    4  this Agreement if such recovery is required by any clawback policy adopted by the  Company, which may be amended from time to time, including, but not limited to, any  clawback policy adopted to satisfy the minimum clawback requirements adopted under the  Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the regulations  thereunder or any other applicable law or securities exchange listing standard.  The  Company reserves the right, without your consent, to adopt any such clawback policy,  including, but not limited to, such clawback policies applicable to this Performance Award  with retroactive effect.  5. Limitations Upon Transfer.  All rights under this Agreement shall belong to you and may  not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of  law or otherwise), other than by will or the applicable laws of descent and distribution or,  if you are exclusively subject to the laws of the United States, pursuant to a “qualified  domestic relations order” (as defined by the Code), and shall not be subject to execution,  attachment, or similar process.  Upon any attempt to transfer, assign, pledge, hypothecate,  or otherwise dispose of such rights contrary to the provisions in this Agreement or the Plan,  or upon the levy of any attachment or similar process upon such rights, such rights shall  immediately become null and void.  6. Non-Competition; Non-Solicitation; Non-Disclosure.  (a) Following the date you enter into this Agreement, the Company and/or its  Subsidiary(ies) shall provide you access to Confidential Information (as defined  below).  Such Confidential Information shall be for use only during your  employment with the Company, and as an express incentive for the Company to  enter into this Agreement and to grant to you the Performance Units (which grant,  you acknowledge, shall further align your interests with the long-term business  interests of the Company and its Subsidiaries) and provide you with Confidential  Information, you have voluntarily agreed to the covenants set forth in this  Paragraph 6.  You agree and acknowledge that the limitations and restrictions set  forth herein, including geographical and temporal restrictions on certain  competitive activities, are reasonable in all respects, do not interfere with public  interests, will not cause you undue hardship, and are material and substantial parts  of this Agreement intended and necessary to prevent unfair competition and to  protect the Company’s and its Subsidiaries’ trade secrets and other Confidential  Information, goodwill and legitimate business interests.  (b) During the Prohibited Period (as defined below), you shall not, without the prior  written approval of the Company, directly or indirectly, for yourself or on behalf of  or in conjunction with any other person or entity of any nature:  (i) engage in or participate within the Market Area (as defined below) in  competition with the Company or any of its Subsidiaries in any aspect of  the Business (as defined below), which prohibition shall prevent you from  directly or indirectly: (A) owning, managing, operating, or being an officer  or director of, any business that competes with the Company or any of its  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    5  Subsidiaries in the Market Area, or (B) joining, becoming an employee or  consultant of, or otherwise being affiliated with, any person or entity  engaged in, or planning to engage in, the Business in the Market Area in  competition, or anticipated competition, with the Company or any of its  Subsidiaries in any capacity (with respect to this clause (B)) in which your  duties or responsibilities are the same as or similar to the duties or  responsibilities that you had on behalf of the Company or any of its  Subsidiaries, or involve direct or indirect oversight over such duties or  responsibilities;  (ii) appropriate any Business Opportunity of, or relating to, the Company or any  of its Subsidiaries located in the Market Area;  (iii) solicit, canvass, approach, encourage, entice or induce any customer or  supplier of the Company or any of its Subsidiaries for whom or which you  had responsibility in the final 12 months prior to the termination of your  employment with the Company to cease or lessen such customer’s or  supplier’s business with the Company or any of its Subsidiaries; or  (iv) solicit, canvass, approach, encourage, entice or induce any employee or  contractor of the Company or any of its Subsidiaries to terminate his, her or  its employment or engagement with the Company or any of its Subsidiaries.  (c) Notwithstanding any other provision of this Agreement:  (i) the covenants set forth in this Paragraph 6 shall not apply to restrict any of  your activities within the State of California, including if you are a  California resident; and  (ii) if prohibited by any applicable law regarding non-competition restrictions  in Washington, D.C., the covenants set forth in Paragraphs 6(b)(i) and  6(b)(ii) shall not apply with respect to any activities conducted within  (including individuals’ performance of work in) Washington, D.C.;  provided, however, for the avoidance of doubt, the foregoing exceptions under this  Paragraph 6(c) shall not limit any other obligations that you owe to the Company or any of  its Subsidiaries under any other agreements or applicable laws, including (without  limitation) with respect to the protection of Confidential Information.  (d) If you are an attorney at law or licensed lawyer in any jurisdiction, none of the  restrictions set forth in this Paragraph 6 shall be interpreted or applied in a manner  to prevent or restrict you from practicing law, as it is the intent of this Paragraph 6  to create certain limitations on your business activities only, and not to create  limitations that would restrict you from practicing law.  If you are an attorney at  law or licensed to practice law, you acknowledge and agree that, both during your  employment with the Company and thereafter, you shall be bound by all ethical  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    6  and professional obligations (including those with respect to conflicts of interest  and confidentiality) that may arise from your provision of legal services to, and  acting as legal counsel for, the Company and (as applicable) its Subsidiaries.  (e) You agree, both during and after your employment with the Company, not to use  or disclose any Confidential Information other than for the benefit of the Company  or its Subsidiaries in the course of your duties for the Company or its applicable  Subsidiary.  All trade secrets, non-public information, designs, ideas, concepts,  improvements, product developments, discoveries and inventions, whether  patentable or not, that are conceived, made, developed or acquired by or disclosed  to you, individually or in conjunction with others, in connection with your  employment with the Company or otherwise during the time that you are or have  been employed or engaged by the Company or any of its Subsidiaries (whether  during business hours or otherwise and whether on the Company’s or its  Subsidiaries’ premises or otherwise), that relate to the Companies’ or its  Subsidiaries’ businesses or properties, products or services (including all such  information relating to corporate opportunities, operations, future plans, methods  of doing business, business plans, formulas, strategies for developing business and  market share, research, financial and sales data, pricing terms, evaluations,  opinions, interpretations, acquisition prospects, the identity of customers or their  requirements, research and development information, the identity of key contacts  within customers’ organizations or within the organization of acquisition prospects,  or marketing and merchandising techniques, prospective names and marks) is  defined as “Confidential Information”.  For purposes of this Agreement,  Confidential Information shall not include any information that (i) is or becomes  generally available to the public other than as a result of a disclosure or wrongful  act of you or your agents; (ii) was available to you on a non-confidential basis  before its disclosure by the Company or any of its Subsidiaries; or (iii) becomes  available to you on a non-confidential basis from a source other than the Company  or any of its Subsidiaries; provided, that such source is not bound by a  confidentiality agreement with, or other obligation with respect to confidentiality  to, the Company or any of its Subsidiaries.  (f) Notwithstanding the foregoing Paragraph 6(e), nothing in this Agreement shall  prohibit or restrict you from lawfully (i) initiating communications directly with,  cooperating with, providing information to, causing information to be provided to,  or otherwise assisting in an investigation by, any governmental authority (in each  instance regarding a possible violation of any law); (ii) responding to any inquiry  or legal process directed to you from any such governmental authority; (iii)  testifying, participating or otherwise assisting in an action or proceeding by any  such governmental authority relating to a possible violation of law or (iv) making  any other disclosures that are protected under the whistleblower provisions of any  applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of  2016, you shall not be held criminally or civilly liable under any federal or state  trade secret law for the disclosure of a trade secret that: (x) is made (A) in  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    7  confidence to a federal, state or local government official, either directly or  indirectly, or to an attorney and (B) solely for the purpose of reporting or  investigating a suspected violation of law; (y) is made to your attorney in relation  to a lawsuit for retaliation against you for reporting a suspected violation of law or  (z) is made in a complaint or other document filed in a lawsuit or other proceeding,  if such filing is made under seal.  Nothing in this Agreement requires you to obtain  prior authorization before engaging in any conduct described in this paragraph, or  to notify the Company or any of its Subsidiaries that you have engaged in any such  conduct.  (g) Because of the difficulty of measuring economic losses to the Company and its  Subsidiaries as a result of a breach or threatened breach of the covenants set forth  in this Paragraph 6, and because of the immediate and irreparable damage that  would be caused to the Company and its Subsidiaries for which they would have  no other adequate remedy, the Company and each of its Subsidiaries shall be  entitled to enforce the foregoing covenants, in the event of a breach or threatened  breach, by injunctions and restraining orders from any court of competent  jurisdiction, without the necessity of showing any actual damages or that money  damages would not afford an adequate remedy, and without the necessity of posting  any bond or other security.  The aforementioned equitable relief shall not be the  Company’s or its Subsidiaries’ exclusive remedy for a breach but instead shall be  in addition to all other rights and remedies available to the Company and each of  its Subsidiaries at law and equity.  (h) The covenants in this Paragraph 6, and each provision and portion hereof, are  severable and separate, and the unenforceability of any specific covenant (or  portion thereof) shall not affect the provisions of any other covenant (or portion  thereof).  Moreover, in the event any arbitrator or court of competent jurisdiction  shall determine that the scope, time or territorial restrictions set forth are  unreasonable, then it is the intention of the parties that such restrictions be enforced  to the fullest extent which such arbitrator or court deems reasonable, and this  Agreement shall thereby be reformed.  (i) The following terms shall have the following meanings:  (i) “Business” shall mean the business and operations that are the same or  similar to those performed by the Company and any of its Subsidiaries for  which you provide services or about which you obtain Confidential  Information during your employment with the Company.  (ii) “Business Opportunity” shall mean any commercial, investment or other  business opportunity relating to the Business.  (iii) “Market Area” shall mean: (i) during that portion of the Prohibited Period  that exists during which you are employed by the Company, any geographic  area or market where you provide, or have provided, services to the  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    8  Company or any of its Subsidiaries; and (ii) during that portion of the  Prohibited Period that exists following the date that you are no longer  employed by the Company, any geographic area or market where you  provided services to the Company or any of its Subsidiaries as of the date  you are no longer employed by the Company or during the 12 months prior  to such date.  (iv) “Prohibited Period” shall mean the period during which you are employed  by the Company and continuing for a period of 12 months following the  date that you are no longer employed by the Company; provided, however,  with respect to a termination of employment with the Company on or after  the date upon which a Corporate Change occurs, the Prohibited Period shall  end on the date of such termination of employment with respect to the  obligations under Paragraphs 6(b)(i) and 6(b)(ii).  7. Withholding of Tax.  You acknowledge that, regardless of any action taken by the  Company or, if different, your employer (the “Employer”), the ultimate liability for all  income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other  tax-related items related to your participation in the Plan and legally applicable to you  (“Tax-Related Items”), is and remains your responsibility and may exceed the amount  actually withheld by the Company or the Employer.  You further acknowledge that the  Company and/or the Employer (1) do not make representations or undertakings regarding  the treatment of any Tax-Related Items in connection with any aspect of the Performance  Units including, but not limited to, the grant, vesting or payout of the Performance Units;  and (2) do not commit to structure the terms of the Performance Units or any aspect of the  Performance Units to reduce or eliminate your liability for Tax-Related Items or achieve  any particular tax result.  Further, if you are subject to Tax-Related Items in more than one  jurisdiction, you acknowledge that the Company and/or Employer (or former employer, as  applicable) may be required to withhold or account for Tax-Related Items in more than one  jurisdiction.  Prior to any relevant taxable or tax withholding event, as applicable, you agree to make  adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax- Related Items.  In this regard, you authorize the Company and/or your Employer or their  respective agents, at their discretion, to satisfy any applicable withholding obligations with  regard to all Tax-Related Items by one or a combination of the following: (a) withholding  from your wages or other cash compensation paid to you by the Company and/or your  Employer, or (b) withholding from the payout of the Performance Units.  Depending on the withholding method, the Company may withhold or account for Tax- Related Items by considering applicable minimum statutory withholding amounts or other  applicable withholding rates, including maximum applicable rates, in which case you may  receive a refund of any over-withheld amount in cash and will have no entitlement to the  Performance Units.  You agree to pay the Company or the Employer, including through  withholding from your wages or other cash compensation paid to you by the Company or  the Employer, any amount of Tax-Related Items that the Company or the Employer may  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    9  be required to withhold or account for as a result of your participation in the Plan that  cannot be satisfied by the means previously described.  The Company may refuse to deliver  the cash settlement, or any other form of pay-out for the Performance Units, if you fail to  comply with your obligations in connection with the Tax-Related Items.  Notwithstanding the preceding provisions of this Paragraph 7, your liability with respect  to Tax-Related Items shall be subject to any international tax assignment agreement then  in effect between you and the Company, the Employer or any of their respective affiliates  or any tax policies or procedures applicable to your home country, and in the event of any  conflict between the terms of this Paragraph 7 and the terms of such international tax  assignment agreement or such tax policies or procedures, the terms of such international  tax assignment agreement or such tax policies or procedures, as applicable, shall control.  8. Nature of Grant.  In accepting the Performance Units, you acknowledge, understand and  agree that:  (a) the Plan is established voluntarily by the Company, it is discretionary in  nature and it may be modified, amended, suspended or terminated by the Company at any  time, to the extent permitted by the Plan; (b) the grant of the Performance Units is  exceptional, voluntary and occasional and does not create any contractual or other right to  receive future grants of Performance Units, or benefits in lieu of Performance Units, even  if Performance Units have been granted in the past; (c) all decisions with respect to future  Performance Units or other grants, if any, will be at the sole discretion of the Company;  (d) the grant of Performance Units and your participation in the Plan shall not create a right  to employment or be interpreted as forming an employment or service contract with the  Company, your Employer, or any Subsidiary and shall not interfere with the ability of the  Employer to terminate your employment or service relationship (if any); (e) you are  voluntarily participating in the Plan; (f) the Performance Units, and the income and value  of same, are not intended to replace any pension rights or compensation; (g) the  Performance Units, and the income and value of same, are not part of normal or expected  compensation for purposes of calculating any severance, resignation, termination,  redundancy, dismissal, end-of-service payments, holiday-pay, bonuses, long-service  awards, leave-related payments, pension or retirement benefits or similar mandatory  payments; (h) the future value of the Performance Units is unknown, indeterminable and  cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages  shall arise from the forfeiture of the Performance Units resulting from you ceasing to  provide employment or other services to the Company or your Employer (for any reason  whatsoever whether or not later found to be invalid or in breach of employment laws in the  jurisdiction where you are employed or the terms of your employment agreement, if any);  (j) in the event of involuntary termination of your active employment or other services (for  any reason whatsoever, whether or not later found to be invalid or in breach of employment  laws in the jurisdiction where you are employed or the terms of your employment  agreement, if any), unless otherwise provided in this Agreement or determined by the  Company, your right to vest in the Performance Units under the Plan, if any, will terminate  effective as of the date that you are no longer actively providing services and will not be  extended by any notice period (e.g., active services would not include any contractual  notice period or any period of “garden leave” or similar period mandated under  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    10  employment laws in the jurisdiction where you are employed or the terms of your  employment agreement, if any), except as expressly provided herein, and that the Company  shall have the exclusive discretion to determine when you are no longer actively providing  services for purposes of the Performance Units (including whether you may still be  considered to be providing services while on an approved leave of absence); (k) unless  otherwise provided in the Plan or by the Company in its discretion, the Performance Units  and the benefits evidenced by this Agreement do not create any entitlement to have the  Performance Units or any such benefits transferred to, or assumed by, another company  nor to be exchanged, cashed out or substituted for, in connection with any corporate  transaction affecting the shares of the Company; (l) unless otherwise agreed with the  Company, the Performance  Units, and the income and value of same, are not granted as  consideration for, or in connection with, services you may provide as a director of a  Subsidiary; (m) if you are requested to make repayment under Paragraph 4, you will make  repayment immediately; and (n) the following provisions apply only if you are providing  services outside the United States: (i) the Performance Units, and the income and value of  same, are not part of normal or expected compensation or salary for any purpose; and (ii)  neither the Company, the Employer nor any Subsidiary shall be liable for any foreign  exchange rate fluctuation between your local currency and the United States Dollar that  may affect the value of the Performance Units or the subsequent payout of the Performance  Units.  9. No Advice Regarding Grant.  The Company is not providing any tax, legal or financial  advice, nor is the Company making any recommendations regarding your participation in  the Plan.  You should consult with your own personal tax, legal and financial advisors  regarding your participation in the Plan before taking any action related to the Plan.  10. Data Privacy.  (a) Declaration of Consent.  By accepting the Performance Units via the  Company’s acceptance procedure, you are declaring that you agree with the data  processing practices described herein and consent to the collection, processing and use  of Data by the Company and the transfer of Data to the recipients mentioned below,  including recipients located in countries which may not have a similar level of protection  from the perspective of the data protection laws in your country.  (b) Data Collection and Usage.  The Company and the Employer may collect,  process and use certain personal information about you, including, but not limited to,  your name, home address and telephone number, email address, date of birth, social  insurance number, passport or other identification number, salary, nationality, job title,  any shares or directorships held in the Company and details of all Performance Units,  whether vested or unvested, held in your favor (“Data”), for the purposes of  implementing, administering and managing the Plan.  The legal basis, where required,  for the processing of Data is your consent.  (c) Plan Administration Service Providers.  The Company may select a  service provider to assist in the implementation, administration and management of the  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    11  Plan and the Company may share Data with such service provider.  In such case, you  may be asked to agree on separate terms and data processing practices with the service  provider(s), which will be a condition of your ability to participate in the Plan.  (d) International Data Transfers.  The Company is based in the United States,  which means that it will be necessary for Data to be transferred to, and processed in, the  United States.  You understand that your country may have enacted data privacy laws  that are different from the laws of the United States.  As a result, in the absence of  appropriate safeguards such as standard data protection clauses, the processing of your  Data in the United States or, as the case may be, other countries might not be subject to  substantive data processing principles or supervision by data protection authorities.  In  addition, you might not have enforceable rights regarding the processing of your Data  in such countries.  The Company’s legal basis for the transfer of Data is your consent.  (e) Data Retention.  The Company will hold and use the Data only as long as  is necessary to implement, administer and manage your participation in the Plan, or as  required to comply with legal or regulatory obligations, including under tax, labor and  exchange control laws.  (f) Voluntariness and Consequences of Consent Denial or Withdrawal.   Participation in the Plan is voluntary and you are providing the consents herein on a  purely voluntary basis.  You understand that you may withdraw consent at any time with  future effect for any or no reason.  If you do not consent, or if you later seek to revoke  your consent, your salary from or employment and career with the Employer will not be  affected; the only consequence of refusing or withdrawing consent is that the Company  would not be able to offer Performance Units to you or administer or maintain your  participation in the Plan.  (g) Data Subject Rights.  You understand that data subject rights vary  depending on the applicable law and that, depending on where you are based and subject  to the conditions set out in the applicable law, you may have, without limitation, the  rights to (i) request access or copies of Data the Company processes, (ii) rectification of  incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v)  portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction,  and/or (vii) receive a list with the names and addresses of any potential recipients of  Data.  To receive clarification regarding these rights or to exercise these rights, you  understand that you can contact your local human resources representative.  By clicking the “Accept” or similar button implemented into the relevant web page or  platform, you declare, without limitation, your consent to the data processing  operations described in this Agreement.  You understand and acknowledge that you  may withdraw consent at any time with future effect for any or no reason as described  in sub-section (f) above.  11. Binding Effect.  This Agreement shall be binding upon and inure to the benefit of any  successor or successors of the Company or upon any person lawfully claiming under you.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    12  12. Modification.  Except to the extent permitted by the Plan, any modification of this  Agreement will be effective only if it is in writing and signed by each party whose rights  hereunder are affected thereby.  13. Plan Controls.  This grant is subject to the terms of the Plan, which are hereby incorporated  by reference.  In the event of a conflict between the terms of this Agreement and the Plan,  the Plan shall be the controlling document.  Capitalized terms used herein or in Exhibit A  and not otherwise defined herein or in Exhibit A shall have the meaning ascribed to them  in the Plan.  14. Other Agreements.  The terms of this Agreement shall be subject to and governed by, and  shall not modify, the terms and conditions of any employment, severance, and/or change- in-control agreement between the Company (or a Subsidiary) and you (“Other  Agreement”), except that, notwithstanding anything in such Other Agreement to the  contrary, any normal retirement age of 65 or other retirement-based vesting, payment or  benefit provisions in such Other Agreement shall be of no force or effect for all purposes  of the Performance Units granted under this Agreement.  15. Electronic Delivery and Acceptance.  The Company may, in its sole discretion, decide to  deliver any document related to current or future participation in the Plan by electronic  means.  You hereby consent to receive such documents by electronic delivery and agree to  participate in the Plan through an on-line or electronic system established and maintained  by the Company or a third party designated by the Company.  16. Severability.  If one or more of the provisions of this Agreement shall be held invalid,  illegal or unenforceable in any respect, the validity, legality and enforceability of the  remaining provisions shall not in any way be affected or impaired thereby and the invalid,  illegal or unenforceable provisions shall be deemed null and void; however, to the extent  permissible by law, any provisions which could be deemed null and void shall first be  construed, interpreted or revised retroactively to permit this Agreement to be construed so  as to foster the intent of this Agreement and the Plan.  17. Language.  You acknowledge and represent that you are proficient in the English language  or have consulted with an advisor who is sufficiently proficient in English, as to allow you  to understand the terms of this Agreement and any other documents related to the Plan.  If  you have received this Agreement or any other document related to the Plan translated into  a language other than English and if the translated version is different from the English  version, the English version will control.  18. Governing Law and Venue.  This Agreement shall be governed by, and construed in  accordance with, the laws of the State of Texas, U.S.A., except to the extent that it  implicates matters that are the subject of the General Corporation Law of the State of  Delaware, which matters shall be governed by the latter law notwithstanding any conflicts  of laws principles that may be applied or invoked directing the application of the laws of  another jurisdiction.  The parties hereby submit to and consent to the sole and exclusive  jurisdiction of Houston, Harris County, Texas, as exclusive venue for any action, lawsuit  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    13  or other proceedings brought to enforce this Agreement, relating to it or arising from it, or  dispute resolution proceeding arising hereunder for any claim or dispute, notwithstanding  any conflicts of laws principles that may direct the jurisdiction of any other court, venue,  or forum, including the jurisdiction of the employee’s home country.  19. Compliance with Law.  Notwithstanding any other provision of the Plan or this  Agreement, unless there is an available exemption from any registration, qualification or  other legal requirement applicable to the Performance Units, the Company shall not be  required to deliver any payment from the payout of the Performance Units prior to the  completion of any registration or qualification under any local, state, federal or foreign  securities or exchange control law or under rulings or regulations of the U.S. Securities and  Exchange Commission or of any other governmental regulatory body, or prior to obtaining  any approval or other clearance from any local, state, federal or foreign governmental  agency, which registration, qualification or approval, the Company shall, in its absolute  discretion, deem necessary or advisable.  You understand that the Company is under no  obligation to seek approval or clearance from any governmental authority for payout of the  Performance Units.  Further, you agree that the Company shall have unilateral authority to  amend the Plan and the Agreement without your consent to the extent necessary to comply  with any applicable law prior to the payout of the Performance Units.  20. Exhibit B.  Notwithstanding any provisions in this document, the Performance Units shall  be subject to any special terms and conditions set forth in Exhibit B to this Agreement for  your country.  Moreover, if you relocate to one of the countries included in Exhibit B, the  special terms and conditions for such country will apply to you, to the extent the Company  determines that the application of such terms and conditions is necessary or advisable for  legal or administrative reasons.  Exhibit B constitutes part of this Agreement.  21. Imposition of Other Requirements.  The Company reserves the right to impose other  requirements on your participation in the Plan and on the Performance Units, to the extent  the Company determines it is necessary or advisable for legal or administrative reasons,  and to require you to sign any additional agreements or undertakings that may be necessary  to accomplish the foregoing.  22. Waiver.  You acknowledge that a waiver by the Company of breach of any provision of  this Agreement shall not operate or be construed as a waiver of any other provision of this  Agreement, or of any subsequent breach by you or any other participant.  23. Foreign Asset/Account Reporting, Exchange Control Requirements.  Certain foreign  asset and/or foreign account reporting requirements and exchange controls may affect your  ability to hold cash received from participating in the Plan in a brokerage or bank account  outside your country.  You may be required to report such accounts, assets or transactions  to the tax or other authorities in your country.  You may also be required to repatriate funds  received as a result of your participation in the Plan to your country through a designated  bank or broker and/or within a certain time after receipt.  You are responsible for complying  with any applicable regulations and you should consult your personal legal and tax advisors  for any details.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    14  [Signatures on the following page.]     





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY)    15  By signing below, you agree that the grant of these Performance Units is under and  governed by the terms and conditions of the Plan, including the terms and conditions set forth in  this Agreement, including Exhibit A and, to the extent applicable, Exhibit B.  This grant shall be  void and of no effect unless you execute this Agreement prior to the payment of your vested  performance units.      KBR, INC.      By:     Name: Stuart J. B. Bradie   Title: President and CEO       EMPLOYEE:           Date:       





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT A)    A-1    EXHIBIT A  To Performance Award Agreement  Performance Goals    Except as otherwise provided in the Agreement, the provisions of this Exhibit A shall  determine the extent, if any, that the Performance Units become “earned” and payable.    I. Performance Period    The Performance Period shall be the period beginning January 1, 2022, and ending  December 31, 2024.    II. Total Shareholder Return (“TSR”)    The payment of a Performance Unit will be determined, in part, based on the comparison  of (i) the average of the TSRs (as defined below) of the Company’s common stock  measured at the end of each calendar quarter during the Performance Period, with each  quarter’s TSR indexed back to the beginning of the calendar year in which such calendar  quarter occurs, to (ii) the average of the TSRs of each of the common stocks of the members  of the Peer Group measured at the end of each calendar quarter during the Performance  Period, with each quarter’s TSR indexed back to the beginning of the calendar year in  which such calendar quarter occurs.    “TSR” or “Total Shareholder Return” shall mean, with respect to a calendar quarter, the  change in the price of a share of common stock from the beginning of the calendar year  in  which such calendar quarter occurs (as measured by the simple average of the closing  prices of a share of such stock trading during regular trading hours for the last twenty  trading days preceding the beginning of such calendar year) until the end of the applicable  calendar quarter to be measured during the Performance Period (as measured by the simple  average of the closing prices of a share of such stock trading during regular trading hours  for the last twenty trading days of the calendar quarter), adjusted to reflect the reinvestment  of dividends (if any) through the purchase of common stock at the closing price on the  corresponding dividend payment date, which shall be the ex-dividend date, and rounded to  the first decimal place.  Dividends per share paid other than in the form of cash shall have  a value equal to the amount of such dividends reported by the issuer to its shareholders for  purposes of Federal income taxation.    A. Average TSR    The average TSR for a company for the Performance Period shall be the sum of the TSRs  of the company measured at the end of each calendar quarter during the Performance  Period, divided by 12.  The average TSR for a company during the Performance Period  shall be calculated based on the following formula:    





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT A)    A-2  2022 TSR Formula - Sustained Performance                q=12      Average indexed performance =     (xq / x)    q=1        12    where:       x = share price at beginning of calendar year in which the applicable  calendar quarter occurs (measured by simple average of the closing  prices of a share trading during regular trading hours for the last twenty  trading days preceding the beginning of such calendar year)  xq = closing share price at the end of each quarter (measured by simple  average of the closing prices of a share trading during regular trading  hours for the last twenty trading days of such calendar quarter, and  adjusted for dividends paid (where the dividend payment date is the ex- dividend date))  q = quarter number (1 through 12)           Example 1:           Date Share price * Index       (x) (xq / x)      1/1/2022  $        20.00        3/31/2022  $        22.00         110.0       6/30/2022  $        24.00         120.0       9/30/2022  $        21.00         105.0       12/31/2022  $        20.00         100.0       3/31/2023  $        18.00           90.0       6/30/2023  $        22.00         110.0       9/30/2023  $        25.00         125.0       12/31/2023  $        28.00         140.0       3/31/2024  $        31.00         110.7       6/30/2024  $        33.00         117.9       9/30/2024  $        30.00         107.1       12/31/2024  $        28.00         100.0              q=12           (xq / x) =  1,335.7    q=1                           q=12           (xq / x) =  111.3    q=1           12                 * Average price adjusted for dividends paid in the period,  where the dividend payment date is the ex-dividend date.         





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT A)    A-3  B. Peer Group and TSR Payout    Once the average TSR for the Company during the Performance Period is calculated, the  average TSR for each company in the Peer Group shall be calculated.    The Peer Group shall consist of the following companies (including KBR, Inc.):     Booz Allen Hamilton Holding Corporation Leidos Holdings, Inc.   CACI International Inc ManTech International Corporation   Fluor Corporation Parsons Corporation   Jacobs Engineering Group Inc. Science Applications International Corporation      No company shall be added to, or removed from, the Peer Group during the Performance  Period, except that a company shall be removed from the Peer Group if during such period  (i) such company ceases to maintain publicly available statements of operations prepared  in accordance with GAAP, (ii) such company is not the surviving entity in any merger,  consolidation, or other reorganization (or survives only as a subsidiary of an entity other  than a previously wholly owned entity of such company), or (iii) such company sells,  leases, or exchanges all or substantially all of its assets to any other person or entity (other  than a previously wholly owned entity of such company).    If one or more Peer Group companies are removed from the Peer Group, then the  percentiles and TSR payouts will adjust for the change in “n” of the formula provided  below; provided, however, that the adjustment must require at least a 90.0 percentile to  receive the maximum TSR payout and at least a 20.0 percentile to receive the threshold  TSR payout.  After the average TSR is determined for the Company and each company in  the Peer Group, the Company’s average TSR rank among the average TSRs for the Peer  Group for the Performance Period and the Company’s applicable TSR payout percentage  shall be determined by the following formula:       





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT A)    A-4  TSR Peer Group Percentile and TSR Payout Percentage Table          Threshold Target Maximum  Percentile <20% 20% 50% ≥90%  TSR Payout Percentage 0% 25% 100% 200%        LTI TSR Calculation Method    Ranking Percentile *  TSR Payout  Percentage**   Maximum 1 100.0% 200.0%   2 87.5% 193.8%   3 75.0% 162.5%   4 62.5% 131.3%  Target 5 50.0% 100.0%   6 37.5% 68.8%  Threshold 7 25.0% 37.5%   8 12.5% 0.0%   9 0.0% 0.0%  *  Rounded to 1 decimal place.  ** For a Percentile ranking between Threshold and Target or Target and  Maximum, the TSR Payout Percentage earned shall be determined by linear  interpolation between maximum and threshold based on the Percentile ranking  achieved.  Rounded to 1 decimal place.         Percentile for TSR purposes    Percentile  = (n - r)   *  100%   (n - 1)  where:      n = number of Peer Group companies (including KBR)  r = KBR ranking in the list of companies (including KBR)    Example 1   Example 3     KBR ranked 2nd out of 9 companies KBR ranked 3rd out of 8 companies  (9 - 2)  * 100%    = 87.5%  (8 - 3)  * 100%    = 71.4%   (9 - 1)   (8 - 1)             Example 2   Example 4     KBR ranked 4th out of 9 companies KBR ranked 5th out of 7 companies  (9 - 4)  * 100%    = 62.5%  (7 - 5)  * 100%    = 33.3%   (9 - 1)   (7 - 1)       





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT A)    A-5  Notwithstanding any of the foregoing or Part IV. of this Exhibit A, if on the Grant Date you are an  employee of the Company or any employing Subsidiary of the Company who is either the CEO or  a direct report to the CEO and the Company’s average TSR (as determined pursuant to Part II.A.  of this Exhibit A) at the end of the Performance Period is negative (i.e., an index below 100), then  no payment hereunder with respect to the TSR performance measure will exceed the Target  (100%) payout under the TSR Peer Group Percentile and TSR Payout Table above; provided,  however, that this sentence shall not apply if, pursuant to the first sentence of Paragraph 2(d) of  the Agreement, your outstanding Performance Units become fully vested at the maximum earned  percentage provided in Exhibit A (200%) upon a Double Trigger Event occurring during the  Performance Period.    III. Book-to-Bill    The payment of a Performance Unit will be determined, in part, based on the Average Book-to- Bill Payout Ratio as determined under Part III. of this Exhibit A.    For purposes of Part III. of this Exhibit A, the following terms shall have the following meanings:    “Average Book-to-Bill Payout Ratio” means the quotient obtained by dividing (i) the sum of the  Book-to-Bill Payout Ratios for each of the three calendar years in the Performance Period by (ii)  three.    “Book-to-Bill Payout Ratio” means, with respect to a calendar year during the Performance Period,  the amount determined in accordance with the following table:      Threshold Target Maximum  Book-to-Bill  Ratio for the  calendar year  ˂ Threshold  Ratio for the  calendar year  Threshold Ratio  for the calendar  year  Target Ratio for  the calendar year  ≥Maximum  Ratio for the  calendar year  Book-to-Bill  Payout Ratio for  the calendar  year*  0% 25% 100% 200%    * If the Book-to-Bill Ratio for the calendar year is between the Threshold Ratio and the Target  Ratio under the first row of the table above, then the Book-to-Bill Payout Ratio for such calendar  year shall be determined by linear interpolation between Threshold (25%) and Target (100%)  based on the Book-to-Bill Ratio result.  If the Book-to-Bill Ratio for the calendar year is between  the Target Ratio and the Maximum Ratio under the first row of the table above, then the Book-to- Bill Payout Ratio for such calendar year shall be determined by linear interpolation between Target  (100%) and Maximum (200%) based on the Book-to-Bill Ratio result.  Each Book-to-Bill Payout  Ratio determined by linear interpolation shall be rounded to one decimal place.    “Book-to-Bill Ratio” means, with respect to a calendar year, the quotient obtained by dividing (i)  the aggregate dollar amount of the Company’s and its consolidated subsidiaries new orders for  projects awarded during such year (which shall include, without limitation, new projects for such  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT A)    A-6  year, options exercised during such year with respect to projects (including new projects), and the  expansion during such year of the scope of projects (including new projects); however, any  contraction during such year of the scope of a project (including a new project) shall reduce the  amount described in this clause (i)), by (ii) the aggregate dollar amount of the Company’s and its  consolidated subsidiaries revenues for projects completed during such calendar year.  The Book- to-Bill Ratio for each calendar year shall be determined by the Committee in its sole discretion.    “Maximum Ratio” means, with respect to a calendar year during the Performance Period, a Book- to-Bill Ratio established by the Committee as the Maximum Ratio for such calendar year, which  ratio shall be greater than the Target Ratio established by the Committee for such calendar year.    “Target Ratio” means, with respect to a calendar year during the Performance Period, a Book-to- Bill Ratio established by the Committee as the Target Ratio for such calendar year, which ratio  shall be greater than the Threshold Ratio and less than the Maximum Ratio established by the  Committee for such calendar year.    “Threshold Ratio” means, with respect to a calendar year during the Performance Period, a Book- to-Bill Ratio established by the Committee as the Threshold Ratio for such calendar year, which  ratio shall be less than the Target Ratio established by the Committee for such calendar year.    IV. Determination of the “Earned” Value of Performance Units    Performance Percentage  Column A Column B  Weighting 1. <Threshold  0%  2. Threshold  25%  3. Target  100%  4. Maximum  200%  Company’s Average TSR Rank with Peer  Group Members’ Average TSR  50% <20% 20% 50% 90%    For a result (the “Performance Percentage”) between Threshold and Target or Target and  Maximum in Column B, the Performance Percentage earned shall be determined by linear  interpolation between maximum and threshold based on the result achieved for the  performance measure.    The “target” value of a Performance Unit is $1.00; its maximum value is $2.00 per unit if  the maximum performance objective for the performance measure in Column B in the table  above and the maximum Average Book-to-Bill Payout Ratio are achieved, and the  Performance Unit value will be zero if the threshold performance objective for the  performance measure in Column B in the table above is not achieved and the Average  Book-to-Bill Payout Ratio is 0%.  The value of an “earned” Performance Unit shall be  determined by multiplying its “target” value of $1.00 by the Payout Percentage for the  Performance Period, subject to reduction as provided in Paragraph 3 of the Agreement.   The “Payout Percentage” for the Performance Period shall be equal to the sum of (i) the  product of 50% and the Average Book-to-Bill Payout Ratio and (ii) the product obtained  by multiplying Column A by the Column B Performance Percentage result for the TSR  performance measure.    





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT A)    A-7  Notwithstanding the foregoing, unless otherwise provided in an agreement pursuant to  Paragraph 14 of the Agreement, for purposes of determining the Payout Percentage for  payment upon a Double Trigger Event occurring prior to the end of the Performance  Period, (i) the Column B result for the TSR performance measure shall be deemed to have  been met at the maximum level (200%) and (ii) the Average Book-to-Bill Payout Ratio  shall be deemed to have been met at the maximum level (200%).    V. Adjustments to Performance Measurements for Significant Events    If, after the beginning of the Performance Period, there is a change in accounting standards  required by the Financial Accounting Standards Board, the performance results shall be  adjusted by the Company’s independent accountants as appropriate to disregard such  change.  In addition, the results of the Company or a peer group company shall be adjusted  to reflect any stock splits or other events described in Article XIII of the Plan.    VI. Committee Certification    As soon as reasonably practical following the end of the Performance Period, but in no  event later than the March 15th following the end of the Performance Period, the  Committee shall review and determine the performance results for the Performance Period  and certify those results in writing.  No Performance Units earned and vested shall be  payable prior to the Committee’s certification; provided, however, Committee certification  shall not apply in the event of a Double Trigger Event, unless otherwise provided in an  agreement pursuant to paragraph 14 of the Agreement.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-1  EXHIBIT B    KBR, INC.    Terms and Conditions of Performance Unit Grant    SPECIAL PROVISIONS OF PERFORMANCE UNITS  IN CERTAIN COUNTRIES    This Exhibit B includes special country-specific terms that apply to residents in countries listed  below.  This Exhibit B is part of the Agreement.  Unless otherwise provided below, capitalized  terms used but not defined herein shall have the same meanings assigned to them in the Plan and  the Agreement.    This Exhibit B also includes information regarding exchange controls and certain other issues of  which you should be aware with respect to your participation in the Plan.  The information is based  on the exchange control and other laws in effect in the respective countries as of January 2022.   Such laws are often complex and change frequently.  Note certain individual exchange control  reporting requirements may apply upon vesting of the Performance Units and results may be  different based on the particular facts and circumstances.  As a result, the Company strongly  recommends that you do not rely on the information noted herein as the only source of information  relating to the consequences of your participation in the Plan because the information may be out  of date at the time your Performance Units vest or your Performance Units are settled under the  Plan.    In addition, the information is general in nature and may not apply to your particular situation, and  the Company is not in a position to assure you of any particular result.  Accordingly, you should  seek appropriate professional advice as to how the relevant laws in your country may apply to your  situation.    If you are a citizen or resident of a country other than the country in which you are working or if  you transfer employment after the Performance Units are granted to you, the information contained  in this Exhibit B for the country you work in at the time of grant may not be applicable to you and  the Company, in its discretion, may determine to what extent the terms and conditions contained  herein shall be applicable to you.  If you transfer residency and/or employment to another country  or are considered a resident of another country listed in this Exhibit B after the Performance Units  are granted to you, the terms and/or information contained for that new country (rather than the  original grant country) may be applicable to you.    





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-2  AUSTRALIA  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Exchange Control Information.  Exchange control reporting is required for cash transactions exceeding AUD10,000 and for  international fund transfers.  The Australian bank assisting with the transaction will file the report  for you.  If there is no Australian bank involved in the transfer, you will have to file the report.     





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-3  AZERBAIJAN  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN    Payment of Vested Performance Units.  The following supplements Paragraph 3 of the Agreement:  Notwithstanding anything in the Agreement, any payment in connection with the vesting of the  Performance Units will be paid to you in cash through local payroll.  Further, you agree to bear  any currency fluctuation risk between the time the Performance Units vest and the time the cash  payment is distributed to you.    Securities Law Information.    You understand that the Agreement, the Plan and all other materials you may receive regarding your  participation in the Plan do not constitute advertising or offering of securities in Azerbaijan. The  offering of the Performance Units pursuant to the Plan has not been and will not be registered in  Azerbaijan.     





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-4  BAHRAIN  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  There are no country specific provisions.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-5  CANADA  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Foreign Account/Asset Tax Reporting Information.  You may be required to report your specified foreign property on Form T1135 (Foreign Income  Verification Statement) if the total cost of your specified foreign property exceeds C$100,000 at  any time in the year. Foreign specified property includes Performance Units settled in cash.  Performance Units must be reported - generally at a nil cost - if the C$100,000 cost threshold is  exceeded because of other foreign property that you hold. The Form T1135 is required for every  year during which your foreign specified property exceeds C$100,000 and must be filed with your  annual tax return.  Termination of Employment.  The following provision supplements Paragraph 8(j) of the Agreement and supplements the  balance of the Agreement:    For purposes of this Award, in the event of your termination of employment for any reason  (regardless of the reason for such termination and whether or not the termination is later found to  be invalid, unlawful or in breach of employment laws in the jurisdiction where you are providing  services or the terms of your employment agreement, if any), unless otherwise provided in this  Agreement or the Plan, your right to vest in the Performance Units, if any, will terminate effective  as of the date that is the earliest of (1) the date you are no longer actually providing services to the  Company or any of its Subsidiaries; or (2) the date you receive (or provide) written notice of  termination of employment. Subject to the below, on and after such date, you will no longer be  considered to be an "employee" or "employed" for the purposes of this Agreement. Unless  explicitly required by applicable legislation, such date will exclude and will not be extended by  any period during which notice, pay in lieu of notice or related payments or damages are provided  or required to be provided under statute, contract, common/civil law or otherwise.  Furthermore,  you will not earn, or be entitled to earn, any pro-rated vesting for that portion of time before the  date on which your right to vest terminates, nor will you be entitled to any compensation for lost  vesting. Notwithstanding the foregoing, if applicable employment standards legislation explicitly  requires continued entitlement to vesting during a statutory notice period, your right to vest  in the  Performance Units, if any, will terminate effective as of the last day of your minimum statutory  notice period, but you will not earn or be entitled to pro-rated vesting if the vesting date falls after  the end of your statutory notice period, nor will you be entitled to any compensation for lost  vesting.   The following provisions shall apply if you are a resident of Ontario:  Post-Employment Non-Competition - Ontario  If you are employed in the Province of Ontario and you are not an Executive within the meaning  of Section 67.2(4) of the Employment Standards Act, 2000, the covenant in Paragraph 6(b)(i) shall  not apply to you.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-6  The following provisions shall apply if you are a resident of Quebec:  Data Privacy.  This provision supplements Paragraph 10 of the Agreement:  You hereby authorize the Company and representatives of any Subsidiary to discuss with and  obtain all relevant information from all personnel, professional or not, involved in the  administration and operation of the Plan.  You further authorize the Company and any Subsidiary  and the administrators of the Plan to disclose and discuss the Plan with their advisors.  You further  authorize the Company and any Subsidiary to record such information and to keep such  information in your file.   Language Consent.  The parties acknowledge that it is their express wish that the Agreement, including this Exhibit, as  well as all documents, notices and legal proceedings entered into, given or instituted pursuant  hereto or relating directly or indirectly hereto, be drawn up in English.  Consentement relatif à la langue utilisée.  Les parties reconnaissent avoir expressément souhaité que la convention («Agreement») ainsi que  cette Annexe, ainsi que tous les documents, avis et procédures judiciares, éxécutés, donnés ou  intentés en vertu de, ou liés directement ou indirectement à la présente convention, soient rédigés  en langue anglaise.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-7  CHINA  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Payment of Vested Performance Units.  The following supplements Paragraph 3 of the Agreement:  Notwithstanding anything in the Agreement, any payment in connection with the vesting of the  Performance Units will be paid to you in cash through local payroll.  Further, you agree to bear  any currency fluctuation risk between the time the Performance Units vest and the time the cash  payment is distributed to you.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-8  FINLAND  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN    There are no country specific provisions.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-9  GERMANY  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Exchange Control Information.  Cross-border payments in excess of €12,500 (e.g., the payout of the Performance Units), must be  reported monthly to the German Federal Bank.  You are responsible for satisfying the reporting  obligation and must file the report electronically by the fifth day of the month following the month  in which the payment is received.  A copy of the form can be accessed via the German Federal  Bank’s website at www.bundesbank.de and is available in both German and English.    





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-10  INDIA  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Exchange Control Information.  It is your responsibility to comply with applicable exchange control laws in India, including but  not limited to any approval or repatriation requirements that may apply.  You must repatriate the proceeds from the settlement of your Performance Units, within the period  of time required under applicable regulations.  You will receive a foreign inward remittance  certificate (“FIRC”) from the bank where you deposit the foreign currency.  You should maintain  the FIRC received from the bank as evidence of the repatriation of the funds in the event that the  Reserve Bank of India or the Employer requests proof of repatriation.  Foreign Account/Asset Tax Reporting Information.  You are required to declare in your annual tax return (a) any foreign assets held by you or (b) any  foreign bank accounts for which you have signing authority.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-11  MEXICO  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Acknowledgement of the Agreement.  In accepting the award of Performance Units, you acknowledge that you have received a copy of  the Plan, have reviewed the Plan and the Agreement in their entirety and fully understand and  accept all provisions of the Plan and the Agreement.  You further acknowledge that you have read  and specifically and expressly approve the terms and conditions of Paragraph 8 of the Agreement,  in which the following is clearly described and established:  (1) Your participation in the Plan does not constitute an acquired right.  (2) The Plan and your participation in the Plan are offered by the Company on a wholly  discretionary basis.  (3) Your participation in the Plan is voluntary.  Labor Law Acknowledgement and Policy Statement.  In accepting the award of Performance Units, you expressly recognize that KBR, Inc., with  registered offices at 601 Jefferson Street, Suite 3400, Houston, Texas 77002, U.S.A., is solely  responsible for the administration of the Plan and that your participation in the Plan and receipt of  Performance Units does not constitute an employment relationship between you and KBR, Inc.  since you are participating in the Plan on a wholly commercial basis and your sole employer is a  Subsidiary of the Company in Mexico (“KBR-Mexico”), not KBR, Inc. in the U.S.  Based on the  foregoing, you expressly recognize that the Plan and the benefits that you may derive from  participation in the Plan do not establish any rights between you and your Employer, KBR-Mexico,  and do not form part of the employment conditions and/or benefits provided by KBR-Mexico and  any modification of the Plan or its termination shall not constitute a change or impairment of the  terms and conditions of your employment.  You further understand that your participation in the Plan is as a result of a unilateral and  discretionary decision of KBR, Inc.; therefore, KBR, Inc. reserves the absolute right to amend  and/or discontinue your participation at any time without any liability to you.  Finally, you hereby declare that you do not reserve to yourself any action or right to bring any  claim against KBR, Inc. for any compensation or damages regarding any provision of the Plan or  the benefits derived under the Plan, and you therefore grant a full and broad release to KBR, Inc.,  its Subsidiary, affiliates, branches, representation offices, its shareholders, officers, agents or legal  representatives with respect to any claim that may arise.     





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-12  Reconocimiento del Convenio.  Aceptando este Premio (Award),1 el Participante reconoce que ha recibido una copia del Plan,  que lo ha revisado como así también el Convenio en el Participante totalidad, y comprende y está  de acuerdo con todas las disposiciones tanto del Plan como del Convenio.  Asimismo, su reconoce  que ha leído y específicamente y expresamente manifiesta la conformidad del Participante con los  términos y condiciones establecidos en la cláusula 7 le dicho Convenio, en el cual se establece  claramente que:  (1) La participación del Participante en el Plan de ninguna manera constituye un  derecho adquirido.  (2) Que el Plan y la participación del Participante en el mismo es una oferta por parte  de KBR, Inc. de forma completamente discrecional.  (3) Que la participación del Participante en el Plan es voluntaria.  Reconocimiento de Ausencia de Relación Laboral y Declaración de la Política.  Aceptando este Premio, el Participante reconoce que KBR, Inc. y sus oficinas registradas en 601  Jefferson Street, Suite 3400, Houston, Texas 77002, U.S.A., es el único responsable de la  administración del Plan y que la participación del Participante en el mismo y la adquisicion de  Acciones no constituye de ninguna manera una relación laboral entre el Participante y KBR, Inc.,  toda vez que la participación del Participante en el Plan deriva únicamente de una relación  comercial con KBR, Inc., reconociendo expresamente que el único empleador del Participante es  la Subsidaria de la Compania en Mexico (“KBR-Mexico”)), no es KBR, Inc. en los Estados  Unidos.  Derivado de lo anterior, el Participante expresamente reconoce que el Plan y los  beneficios que pudieran derivar del mismo no establecen ningún derecho entre el Participante y  su empleador, KBR-México, y no forman parte de las condiciones laborales y/o prestaciones  otorgadas por KBR-México, y expresamente el Participante reconoce que cualquier modificación  al Plan o la terminación del mismo de manera alguna podrá ser interpretada como una  modificación de los  condiciones de trabajo del Participante.  Asimismo, el Participante entiende que su participación en el Plan es resultado de la decisión  unilateral y discrecional de KBR, Inc., por lo tanto, KBR, Inc. se reserva el derecho absoluto para  modificar y/o terminar la participación del Participante en cualquier momento, sin ninguna  responsabilidad para el Participante.  Finalmente, el Participante manifiesta que no se reserva ninguna acción o derecho que origine  una demanda en contra de KBR, Inc., por cualquier compensación o daño en relación con  cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia el  Participante otorga un amplio y total finiquito a KBR, Inc., sus Entidades Relacionadas, afiliadas,  sucursales, oficinas de representación, sus accionistas, directores, agentes y representantes  legales con respecto a cualquier demanda que pudiera surgir.    1  El término "Premio" se refiere a la palabra "Performance Units."  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-13  POLAND  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Exchange Control Information.  If you hold foreign securities and maintain accounts abroad, you may be required to file certain  reports with the National Bank of Poland. Specifically, if the value of securities and cash held in  such foreign accounts exceeds PLN 7 million, you must file reports on the transactions and  balances of the accounts on a quarterly basis. Further, any fund transfers in excess of €15,000 (or  PLN 15,000 if such transfer of funds is connected with business activity of an entrepreneur) into  or out of Poland must be effected through a bank in Poland.  Polish residents are required to store  all documents related to foreign exchange transactions for a period of five years.     





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-14  QATAR  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  There are no country-specific provisions.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-15  ROMANIA  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Language Consent.  By accepting the grant of Performance Units, you acknowledge that you are proficient in reading  and understanding English and fully understand the terms of the documents related to the grant  (the Agreement and the Plan), which were provided in the English language.  You accept the terms  of those documents accordingly.  Consimtamant cu privire la limba.  Prin acceptarea acordării Unităților de Performanță, recunoașteți că aveți competență în citirea  și înțelegerea limbii engleze și înțelegeți pe deplin termenii documentelor legate de grant (Acordul  și Planul), care au fost furnizate în limba engleză. Acceptați termenii acestor documente în  consecință.  Exchange Control Information.  If you remit foreign currency into Romania (e.g., the payout of the Performance Units), you may  be required to provide the Romanian bank through which the foreign currency is transferred with  appropriate documentation explaining the source of the funds.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-16  SAUDI ARABIA  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  There are no country-specific provisions.    





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-17  SINGAPORE  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Director Notification Information.  If you are a director of a Singapore Subsidiary, you must notify the Singapore Subsidiary in writing  within two business days of receiving or disposing of an interest in the Company or any Subsidiary  or within two business days of you becoming a director if such an interest exists at the time.  This  notification requirement also applies if you are an associate director of the Singapore Subsidiary or a  shadow director of the Singapore Subsidiary (i.e., an individual who is not on the board of directors  of the Singapore Subsidiary but who has sufficient control so that the board of directors of the  Singapore Subsidiary acts in accordance with the “directions and instructions” of the individual).  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-18  SOUTH KOREA  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Foreign Account/Asset Tax Reporting Information.  You must declare all of your foreign financial accounts (i.e., non-Korean bank accounts, brokerage  accounts, etc.) to the Korean tax authorities and file a report with respect to such accounts if the  value of such accounts exceeds a certain threshold (currently, KRW 500 million (or an equivalent  amount in foreign currency)) on any month-end date during the year.     





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-19  THAILAND  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Exchange Control Information.  If the cash proceeds received in connection with the payout of the Performance Units exceed a  certain threshold (currently USD 1,000,000) in a single transaction, you are required to  immediately repatriate the funds to Thailand upon receipt and either (i) convert the repatriated  foreign currency into Thai Baht or (ii) deposit such foreign currency into your foreign currency  deposit account opened with any commercial bank in Thailand, within 360 calendar days from the  date on which the proceeds are repatriated into Thailand.  You are also required to inform the  details of the transaction (i.e., identification information and purpose of the transaction) to the  remittance bank acting as an authorized agent of the Bank of Thailand to report the inward  remittance of funds into Thailand.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-20  SWITZERLAND  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  There are no country-specific provisions.       





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-21  UNITED ARAB EMIRATES  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  There are no country-specific provisions.  





 






US/INTERNATIONAL EMPLOYEE (CASH ONLY) (EXHIBIT B)    B-22  UNITED KINGDOM  AMENDED AND RESTATED KBR, INC. 2006 STOCK AND INCENTIVE PLAN  Withholding of Taxes.  This section supplements Paragraph 7 of the Agreement:  Without limitation to Paragraph 7 of the Agreement, you agree that you are liable for all Tax- Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by  the Company or the Employer, as applicable, or by Her Majesty’s Revenue & Customs (“HMRC”)  (or any other tax authority or any other relevant authority).  You also agree to indemnify and keep  indemnified the Company and the Employer, as applicable, for any Tax-Related Items that they  are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax  authority or any other relevant authority).  Notwithstanding the foregoing, if you are an officer or executive director (as within the meaning  of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not  apply.  In this case, the amount of any income tax not collected from or paid by you within 90 days  of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may  constitute a benefit to you on which additional income tax and national insurance contributions  may be payable.  You acknowledge that you ultimately will be responsible for reporting and paying  any income tax due on this additional benefit directly to HMRC under the self-assessment regime  and for reimbursing the Company or the Employer (as appropriate) for the value of any national  insurance contributions due on this additional benefit.  You acknowledge that the Company or the  Employer may recover any such additional income tax and national insurance contributions at any  time thereafter by any of the means referred to in Paragraph 7 of the Agreement.