THIS SEPARATION AGREEMENT AND RELEASE
(this Agreement) is made and entered into as of the
25th day of February, 2010, by and between Willbros United States Holdings, Inc. (Willbros) and
its affiliate, Integrated Service Company, LLC (InServ) (collectively, Company), and Arlo B.
DeKraai (Executive) and is effective February 28, 2010.
A. Executive is currently employed by Company and serves as Executive Vice President of
, Inc., the parent company of Company (WGI), pursuant to an Employment Agreement
dated November 20, 2007, as amended by Amendment No. 1 to Employment Agreement dated December 30,
2008, between InServ and Executive (the Employment Agreement).
B. Company and Executive have negotiated a mutual understanding with regard to an early
termination of the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein,
and the mutual benefits derived herefrom, the parties agree as follows:
1. Termination of Employment and Board Continuation: Executives employment with Company will
terminate effective February 28, 2010 (the Termination Date). Executive further resigns his
position as an officer of WGI and as an officer and/or director of Willbros, InServ and each
subsidiary and/or affiliate of Company effective on the Termination Date, except that Executive
will continue to be a director of WGI until the end of his term as a director, and thereafter,
subject to his being nominated and elected in accordance with WGIs Bylaws and procedures. As a
director of WGI, Executive will be entitled to receive compensation as a non-employee member of the
Board of Directors of WGI from and after November 30, 2010, except that Executive hereby declines
any Initial Award under the WGI 2006 Director Restricted Stock Plan. Executive will receive his
regular base salary through the Termination Date and payment for any accrued and unused vacation on
the regular Company payday for management employees next following the Termination Date. Such
payments shall be made in conformity with Companys payroll policy covering management employees.
2. Continuing Obligations Related to the Employment Agreement: Except as otherwise specified
herein, the rights and obligations of the parties set forth in the Employment Agreement shall
terminate on the Termination Date. Executives obligations with respect to Confidential
Information contained in Article II of the Employment Agreement shall continue in effect, and, in
the event of a breach of any of said obligations by Executive, Company shall retain all remedies
available to it as set forth in the Employment Agreement.
3. Separation Payment: In consideration of the release and other obligations of Executive as
set forth below, Company will pay to Executive, on or before November 30, 2010, the lump sum amount
of $300,000 less standard payroll withholding (the Separation Payment). The Separation Payment
constitutes a benefit to which Executive is not otherwise entitled under the Employment Agreement
or any other agreement, promise or Company sponsored benefit plan.
4. Medical Insurance Coverage: Coverage for Executive and his eligible dependents under
Companys Group Medical Plan and the Group Accident and Medical Expense Reimbursement Insurance
Policy will continue through November 30, 2010, or the date that said coverage is terminated for
all participants, whichever occurs first. Provided, however, that such coverage shall cease if
Executive becomes an employee of any employer offering group medical coverage for which Executive
is eligible during such period. Executive acknowledges that such extension of coverage may result
in taxable income to Executive for federal income tax purposes. Company acknowledges that,
following November 30, 2010, Executive shall be entitled to continue participation for a limited
period of time in Companys Group Medical Plan under the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (COBRA). Such limited period of time will be determined under the COBRA
regulations. Detailed information concerning the costs and procedures applicable to such medical
coverage will be provided separately by Company.
5. Vesting of Restricted Stock: Executive has been granted 38,193 shares of restricted stock
under the WGI 1996 Stock Plan, as amended, ownership of a portion of which has not yet vested in
Executive pursuant to the terms of the Restricted Stock Award Agreements evidencing such grants.
Executives employment termination will be treated as a voluntary termination by Executive.
Accordingly, Executive acknowledges that the vesting of Executives unvested shares is subject to
the determination of the WGI Compensation Committee. Subject to the approval of the WGI
Compensation Committee, Executives restricted shares will vest on the Termination Date. Executive
acknowledges that standard payroll withholding will be due on such shares when vested on the
Termination Date. Executive has elected to satisfy the withholding requirements by paying cash to
discharge the payroll obligation, such payment to be made no later than 10 days following the
6. Other Benefits: With the exception of the payments and benefits specifically set forth in
this Agreement, Executive shall not be entitled to accrual of any further benefits or payments
under any Company plan. However, this Agreement shall not waive Executives right to any vested
benefit under any Company sponsored pension or retirement plan.
7. Certification of Code of Business Conduct and Ethics:
In accordance with Company policy,
Executive shall acknowledge his compliance with the Willbros Group, Inc. Code of Business Conduct
and WGIs Foreign Corrupt Practices Act Compliance Policy by completing, signing and
returning to Company a certification of compliance with the referenced policy with respect to that
portion of calendar year 2010 preceding the Termination Date.
8. Non-Competition; Non-Solicitation: Executive agrees that, between the date hereof and
November 30, 2010, and for so long thereafter as Executive is a director of WGI, Executive will
not, either individually or as owner, partner, agent, employee, or consultant, engage in any
activity competitive with the Company or any of its affiliates and will not, on his own behalf or
that of any third party, directly or indirectly hire, discuss employment with, or recommend to any
third party the employment of any employee of Company or any of its affiliates who was actively
employed by Company or any of its affiliates during the period of Executives employment with
Company without regard to whether that employee has subsequently terminated his or her employment
9. Release by Executive of Company: Except for the obligations specifically set forth in this
Agreement, Executive fully and forever relieves, releases, and discharges Company, its
predecessors, successors, parent, subsidiaries, operating units, affiliates, divisions, and the
agents, representatives, officers, directors, shareholders, employees and attorneys of each of the
foregoing, from all claims, debts, liabilities, demands, obligations, promises, acts, agreements,
costs, expenses, damages, actions, and causes of action, whether in law or in equity, whether known
or unknown, suspected or unsuspected, arising from Executives employment with and termination from
Company. This release also includes but is not limited to a release by Executive of any claims for
breach of contract, mental pain, suffering and anguish, emotional upset, impairment of economic
opportunities, unlawful interference with employment rights, defamation, intentional or negligent
infliction of emotional distress, fraud, wrongful termination, wrongful discharge or retaliation in
violation of statutes or public policy, breach of any express or implied covenant of good faith and
fair dealing, that Company has dealt with Executive unfairly or in bad faith, and all other common
law contract and tort claims. Executive is not waiving any rights or claims that may arise after
this Agreement is signed by Executive, or any claims related to Companys non-performance of this
Agreement or the Employment Agreement.
10. Indemnification and Continued Cooperation: Nothing in this Agreement shall affect any of
Executives rights with respect to full coverage and indemnification under the relevant director
and officer liability insurance coverages to which Executive is entitled in his capacity as a
former officer of InServ and WGI and a former officer or director of certain Company affiliates.
Executive agrees to assist Company, its affiliates and their respective attorneys in any
litigation, claim, dispute, or governmental investigation brought by or against Company or any of
its affiliates as to which Executive may have knowledge of the facts and circumstances. Executive
agrees to immediately notify Company upon receipt of any subpoena or deposition notice compelling
his testimony related to matters arising out of his employment with Company.
11. Severability: In the event that any provision of this Agreement should be held to be
void, voidable, or unenforceable, the remaining portions herein shall remain in full force and
12. Governing Law:
This Agreement will be interpreted and enforced in accordance with the
laws of the State of Texas
, excluding any conflicts of law or other provision that would require
reference to the laws of another jurisdiction, and the parties hereby agree to submit all
disputes not amicably resolved to the exclusive jurisdiction of the federal and state courts
located in Harris County, Texas