CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 26th, 2014 • Babcock & Wilcox Co • Engines & turbines • Delaware
This Change in Control Agreement (“Agreement”) is by and between The Babcock & Wilcox Company (the “Company”) and E. James Ferland (“Executive”) and supersedes the Change in Control Agreement between Executive and the Company dated as of April 19, 2012.
Contract2014 Restricted Stock Units • February 26th, 2014 • Babcock & Wilcox Co • Engines & turbines
Effective , 2014 (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of The Babcock & Wilcox Company (“B&W”) awarded you a grant of restricted stock units (“RSUs”) under the 2010 Long-Term Incentive Plan of B&W, as amended and restated February 22, 2011 (the “Plan”). The provisions of the Plan are incorporated herein by reference.
GRANT AGREEMENT2014 Stock Option • February 26th, 2014 • Babcock & Wilcox Co • Engines & turbines
Effective , 2014 (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of The Babcock & Wilcox Company (“B&W”) selected you to receive a grant of Non-Qualified Stock Options (the “Options”) under the 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company, as amended and restated February 22, 2011 (the “Plan”). The provisions of the Plan are incorporated herein by reference.
2014 PERFORMANCE RESTRICTED STOCK UNITS GRANT AGREEMENTPerformance Restricted Stock Units • February 26th, 2014 • Babcock & Wilcox Co • Engines & turbines
Vested percentages between the amounts shown will be calculated by linear interpolation. The vested percentage applicable to ROIC will be 0% if the Average ROIC for the Performance Period is below XX%. In no event will the vested percentage applicable to ROIC be greater than 200%.
