8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) June 1, 2017

WILLBROS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-34259	30-0513080
(Commission File Number)	(IRS Employer Identification No.)

4400 Post Oak Parkway, Suite 1000, Houston, Texas 77027

(Address of Principal Executive Offices) (Zip Code)

(713) 403-8000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) In connection with certain awards that may be granted from time to time under the Willbros Group, Inc. 2017 Stock and Incentive Compensation Plan (the “2017 Stock Plan”), Willbros Group, Inc. has adopted the following forms of award agreements: (i) Restricted Stock Award Agreement (time-based employees); (ii) Restricted Stock Award Agreement (non-employee directors); (iii) Restricted Stock Units Award Agreement (time-based employees); and (iv) Restricted Stock Units Award Agreement (performance-based employees), copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated by reference into this Item 5.02(e) as though fully set forth herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description
10.1	Form of Restricted Stock Award Agreement (time-based employees) under the 2017 Stock Plan.
10.2	Form of Restricted Stock Award Agreement (non-employee directors) under the 2017 Stock Plan.
10.3	Form of Restricted Stock Units Award Agreement (time-based employees) under the 2017 Stock Plan.
10.4	Form of Restricted Stock Units Award Agreement (performance-based employees) under the 2017 Stock Plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WILLBROS GROUP, INC.
Date: June 1, 2017	By:	/s/ Van A. Welch
		Van A. Welch
		Executive Vice President and
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Restricted Stock Award Agreement (time-based employees) under the 2017 Stock Plan.
10.2	Form of Restricted Stock Award Agreement (non-employee directors) under the 2017 Stock Plan.
10.3	Form of Restricted Stock Units Award Agreement (time-based employees) under the 2017 Stock Plan.
10.4	Form of Restricted Stock Units Award Agreement (performance-based employees) under the 2017 Stock Plan.

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EX-10.1

Exhibit 10.1

WILLBROS GROUP, INC.

RESTRICTED STOCK AWARD AGREEMENT

              20    

Dear                                          :

1.    RESTRICTED STOCK AWARD. Willbros Group, Inc., a Delaware corporation (the “Company”), hereby grants to you an aggregate of                  shares of Common Stock, par value $.05 per share, of the Company (the “Restricted Shares”). This award is subject to your acceptance of and agreement to all of the applicable terms, conditions, and restrictions described in the Company’s 2017 Stock and Incentive Compensation Plan (the “Plan”), a copy of which, along with the Prospectus for the Plan, are attached hereto, and to your acceptance of and agreement to the further terms, conditions, and restrictions described in this Restricted Stock Award Agreement (this “Award Agreement”). To the extent that any provision of this Award Agreement conflicts with the expressly applicable terms of the Plan, it is hereby acknowledged and agreed that those terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

2.    ISSUANCE OF SHARES. The Company will cause the Restricted Shares to be issued in your name either by book entry registration or issuance of a stock certificate or certificates. Until such time as the restrictions described in Section 4(b) lapse as described in Section 5, the Company may cause an appropriate stop-transfer order to be issued and to remain in effect with respect to the Restricted Shares. As soon as practicable following the time that the restrictions described in Section 4(b) lapse as described in Section 5, the Company will cause that stop-transfer order to be removed. If any certificate or certificates are issued in your name for the Restricted Shares, the Company shall retain the certificate(s) for the period during which the restrictions described in Section 4(b) are in effect and may require that you execute and deliver to the Company a stock power or stock powers in blank for the Restricted Shares. You hereby agree that the Company shall hold the certificate(s) for the Restricted Shares and the related stock power(s) pursuant to the terms of this Award Agreement until such time as the restrictions described in Section 4(b) lapse as described in Section 5 or the Restricted Shares are canceled pursuant to the terms of Section 4(b).

3.    OWNERSHIP OF RESTRICTED SHARES. You shall be entitled to all the rights of absolute ownership of the Restricted Shares, including the right to vote such shares and to receive dividends therefrom if, as, and when declared by the Company’s Board of Directors, subject, however, to the terms, conditions, and restrictions described in the Plan and in this Award Agreement. You further acknowledge and agree that any dividends which may become payable in respect of the Restricted Shares shall be subject to the same restrictions that are applicable to the Restricted Shares, and you shall only be entitled to receive an amount in respect of dividends paid on the Restricted Shares in the event and to the extent that such forfeiture restrictions have been satisfied and removed.

4.    RESTRICTIONS.

(a)    Your ownership of the Restricted Shares shall be subject to the restrictions set forth in subsection (b) of this Section until such restrictions lapse pursuant to the terms of Section 5, at which time the Restricted Shares shall no longer be subject to the applicable restrictions.

(b)    The restrictions referred to in subsection (a) of this Section are as follows:

(1)    At the time of your “Termination of Employment” (as defined in Section 11(c)), other than a Termination of Employment that is described in Section 5(b)(2), you shall forfeit the Restricted Shares to the Company and all of your rights thereto shall terminate without any payment of consideration by the Company. If you forfeit any Restricted Shares and your interest therein terminates pursuant to this paragraph, such Restricted Shares shall be canceled.

(2)    You may not sell, assign, transfer, pledge, hypothecate, or otherwise dispose of the Restricted Shares.

5.    LAPSE OF RESTRICTIONS.

(a)    The restrictions described in Section 4(b) shall lapse with respect to                      of the Restricted Shares on the first anniversary of the date hereof, another                      of the Restricted Shares on the second anniversary of the date hereof, another                      of the Restricted Shares on the third anniversary of the date hereof, and the last                      of the Restricted Shares on the fourth anniversary of the date hereof. Following the lapse of such restrictions with respect to any Restricted Shares, such Restricted Shares shall no longer be subject to the restrictions described in Section 4(b).

(b)    Notwithstanding the provisions of subsection (a) of this Section 5, the restrictions described in Section 4(b) shall lapse with respect to all the Restricted Shares at the time of the occurrence of any of the following events:

(1)    Your death or “Disability” (as defined in Section 11(a));

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(2)    Your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 11(b)); or

(3)    A Change of Control of the Company, but only if the Committee reasonably determines in good faith before the occurrence of a Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor.

6.    AGREEMENT WITH RESPECT TO TAXES; SHARE WITHHOLDING.

(a)    You agree that (1) you will pay to the Company or an Affiliate, as the case may be, or make arrangements satisfactory to the Company or such Affiliate regarding the payment of any foreign, federal, state, or local taxes of any kind required by law to be withheld by the Company or any of its Affiliates with respect to the Restricted Shares, and (2) the Company or any of its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due to you any foreign, federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Shares.

(b)    With respect to withholding required upon the lapse of restrictions or upon any other taxable event arising as a result of the Restricted Shares awarded, you may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Restricted Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction (or such other amount that will not cause adverse accounting consequences for the Company and is permitted under the Plan and applicable withholding rules promulgated by the Internal Revenue Service or other applicable governmental entity). All such elections shall be irrevocable, made in writing, signed by you, and shall be subject to any restrictions or limitations that such Committee, in its sole discretion, deems appropriate.

7.    ADJUSTMENT OF SHARES. The number of Restricted Shares subject to this Award Agreement shall be adjusted as provided in Section 4.2 of the Plan. Any shares or other securities received by you as a stock dividend on, or as a result of stock splits, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise with respect to the Restricted Shares shall have the same terms, conditions and restrictions and bear the same legend as the Restricted Shares.

8.    AGREEMENT WITH RESPECT TO SECURITIES MATTERS. You agree that you will not sell or otherwise transfer any Restricted Shares except pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, or pursuant to an applicable exemption from such registration.

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9.    RESTRICTIVE LEGEND. You hereby acknowledge that any certificate(s) or book entry representing the Restricted Shares will bear a legend referring to the terms, conditions, and restrictions described in the Plan and this Award Agreement. Any attempt to dispose of any Restricted Shares in contravention of the terms, conditions, and restrictions described in the Plan or this Award Agreement shall be ineffective.

10.    FORFEITURE. You agree that in the event you violate the confidentiality, non-competition, non-solicitation or non-disparagement provisions of any agreement between you and the Company or any Affiliate, or any plan of the Company or any Affiliate in which you participate, including any severance plan, you shall forfeit to the Company all of the Restricted Shares for which the restrictions have not previously lapsed in accordance with Section 5 and all of your rights thereto shall terminate without any payment of consideration by the Company.

11.    CERTAIN DEFINITIONS. As used in this Award Agreement, the following terms shall have the respective meanings indicated:

(a)    “Disability” shall mean your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(b)    “Termination for Cause” shall mean a Termination of Employment as a result of (1) your willful and continued failure substantially to perform your duties (other than any such failure resulting from your incapacity due to physical or mental illness), (2) your conviction for a felony, proven or admitted fraud, misappropriation, theft or embezzlement by you, your inebriation or use of illegal drugs in the course of, related to or connected with the business of the Company or any of its Affiliates, your willful engagement in misconduct that is materially injurious to the Company or any of its Affiliates, monetarily or otherwise, or your material failure to comply with or material violation of any of the Company’s policies or procedures in effect from time to time, including without limitation, the Company’s Code of Business Conduct and Ethics or Code of Ethics for the Chief Executive Officer and Senior Financial Officers or (3) if you have entered into an employment agreement or contract with the Company or any of its Affiliates, or if you have entered into any other agreement or contract with the Company or any of its Affiliates or participate in any plan of the Company or any Affiliate, including any severance plan, which includes confidentiality, non-competition, non-solicitation or non-disparagement covenants, (A) any other action or omission that is identified in such agreement or contract as giving rise to “Cause” for the termination of your employment with the Company or any of its Affiliates or (B) any violation of the confidentiality, non-competition, non-solicitation or non-disparagement covenants. For this purpose, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company or any of its Affiliates.

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(c)    “Termination of Employment” shall mean the termination of your full-time employment with the Company or any of its Affiliates for any reason other than your death or Disability.

12.    DESIGNATION OF BENEFICIARY. Your beneficiary for receipt of any payment made under this Award Agreement in the event of your death shall be the person(s) designated as your beneficiary(ies) for life insurance benefits under the Company’s life insurance benefits plan unless you designate a different beneficiary on a form prescribed by the Company. If no beneficiary is designated, upon your death, payment shall be made to your estate.

Capitalized terms used in this Award Agreement and not otherwise defined herein shall have the respective meanings provided in the Plan.

If you accept this Award and agree to the foregoing terms and conditions, please so confirm by signing and returning the duplicate copy of this Award Agreement enclosed for that purpose.

WILLBROS GROUP, INC.
By:
	Name:
	Title:

The foregoing Award is accepted by me as of the      day of              20    , and I hereby agree to the terms, conditions, and restrictions set forth above and in the Plan.

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EX-10.2

Exhibit 10.2

WILLBROS GROUP, INC.

RESTRICTED STOCK AWARD AGREEMENT

              20    

Dear                                          :

1.    RESTRICTED STOCK AWARD. Willbros Group, Inc., a Delaware corporation (the “Company”), hereby grants to you an aggregate of                  shares of Common Stock, par value $.05 per share, of the Company (the “Restricted Shares”). This award is subject to your acceptance of and agreement to all of the applicable terms, conditions, and restrictions described in the Company’s 2017 Stock and Incentive Compensation Plan (the “Plan”), a copy of which, along with the Prospectus for the Plan, are attached hereto, and to your acceptance of and agreement to the further terms, conditions, and restrictions described in this Restricted Stock Award Agreement (this “Award Agreement”). To the extent that any provision of this Award Agreement conflicts with the expressly applicable terms of the Plan, it is hereby acknowledged and agreed that those terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

2.    ISSUANCE OF SHARES. The Company will cause the Restricted Shares to be issued in your name either by book entry registration or issuance of a stock certificate or certificates. Until such time as the restrictions described in Section 4(b) lapse as described in Section 5, the Company may cause an appropriate stop-transfer order to be issued and to remain in effect with respect to the Restricted Shares. As soon as practicable following the time that the restrictions described in Section 4(b) lapse as described in Section 5, the Company will cause that stop-transfer order to be removed. If any certificate or certificates are issued in your name for the Restricted Shares, the Company shall retain the certificate(s) for the period during which the restrictions described in Section 4(b) are in effect and may require that you execute and deliver to the Company a stock power or stock powers in blank for the Restricted Shares. You hereby agree that the Company shall hold the certificate(s) for the Restricted Shares and the related stock power(s) pursuant to the terms of this Award Agreement until such time as the restrictions described in Section 4(b) lapse as described in Section 5 or the Restricted Shares are canceled pursuant to the terms of Section 4(b).

3.    OWNERSHIP OF RESTRICTED SHARES. You shall be entitled to all the rights of absolute ownership of the Restricted Shares, including the right to vote such shares and to receive dividends therefrom if, as, and when declared by the Company’s Board of Directors, subject, however, to the terms, conditions, and restrictions described in the Plan and in this Award Agreement. You further acknowledge and agree that any dividends which may become payable in respect of the Restricted Shares shall be subject to the same restrictions that are applicable to the Restricted Shares, and you shall only be entitled to receive an amount in respect of dividends paid on the Restricted Shares in the event and to the extent that such forfeiture restrictions have been satisfied and removed.

4.    RESTRICTIONS.

(a)    Your ownership of the Restricted Shares shall be subject to the restrictions set forth in subsection (b) of this Section until such restrictions lapse pursuant to the terms of Section 5, at which time the Restricted Shares shall no longer be subject to the applicable restrictions.

(b)    The restrictions referred to in subsection (a) of this Section are as follows:

(1)    At the time of your termination of service as a member of the Board of Directors other than a termination of service that is described in Section 5(b)(1), you shall forfeit the Restricted Shares to the Company and all of your rights thereto shall terminate without any payment of consideration by the Company. If you forfeit any Restricted Shares and your interest therein terminates pursuant to this paragraph, such Restricted Shares shall be canceled.

(2)    You may not sell, assign, transfer, pledge, hypothecate, or otherwise dispose of the Restricted Shares.

5.    LAPSE OF RESTRICTIONS.

(a)    The restrictions described in Section 4(b) shall lapse with respect to all of the Restricted Shares on the first anniversary of the date of this Award Agreement. Following the lapse of such restrictions with respect to any Restricted Shares, such Restricted Shares shall no longer be subject to the restrictions described in Section 4(b).

(b)    Notwithstanding the provisions of subsection (a) of this Section 5, the restrictions described in Section 4(b) shall lapse with respect to all the Restricted Shares at the time of the occurrence of any of the following events:

(1)    Your death, “Disability” or “Retirement”; or

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(2)    A Change of Control of the Company, but only if the Committee reasonably determines in good faith before the occurrence of a Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor.

The term “Disability” shall mean your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than 12 months. The term “Retirement” shall mean the termination of your service as a member of the Board of Directors at the end of any term to which you were elected or appointed.

6.    AGREEMENT WITH RESPECT TO TAXES. You agree that you shall be responsible for the amount of any applicable foreign, federal, state and local taxes associated with the lapse of restrictions on the Restricted Shares or upon any other taxable event arising as a result of the Restricted Shares awarded hereunder.

7.    ADJUSTMENT OF SHARES. The number of Restricted Shares subject to this Award Agreement shall be adjusted as provided in Section 4.2 of the Plan. Any shares or other securities received by you as a stock dividend on, or as a result of stock splits, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise with respect to the Restricted Shares shall have the same terms, conditions and restrictions and bear the same legend as the Restricted Shares.

8.    AGREEMENT WITH RESPECT TO SECURITIES MATTERS. You agree that you will not sell or otherwise transfer any Restricted Shares except pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, or pursuant to an applicable exemption from such registration.

9.    RESTRICTIVE LEGEND. You hereby acknowledge that any certificate(s) or book entry representing the Restricted Shares will bear a legend referring to the terms, conditions, and restrictions described in the Plan and this Award Agreement. Any attempt to dispose of any Restricted Shares in contravention of the terms, conditions, and restrictions described in the Plan or this Award Agreement shall be ineffective.

Capitalized terms used in this Award Agreement and not otherwise defined herein shall have the respective meanings provided in the Plan.

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If you accept this Award and agree to the foregoing terms and conditions, please so confirm by signing and returning the duplicate copy of this Award Agreement enclosed for that purpose.

WILLBROS GROUP, INC.
By:
	Name:
	Title:

The foregoing Award is accepted by me as of the      day of              20    , and I hereby agree to the terms, conditions, and restrictions set forth above and in the Plan.

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EX-10.3

Exhibit 10.3

WILLBROS GROUP, INC.

RESTRICTED STOCK UNITS AWARD AGREEMENT

              20    

Dear                                          :

1.    RESTRICTED STOCK UNITS AWARD. Willbros Group, Inc., a Delaware corporation (the “Company”), hereby grants to you an aggregate of                      restricted stock units (individually, an “RSU,” and collectively, “RSUs”). Each RSU entitles you to receive one share of Common Stock, par value $.05 per share, of the Company (a “Share”) at such time as the restrictions described in Section 4(b) lapse as described in Section 5. This award is subject to your acceptance of and agreement to all of the applicable terms, conditions, and restrictions described in the Company’s 2017 Stock and Incentive Compensation Plan (the “Plan”), a copy of which, along with the Prospectus for the Plan, are attached hereto, and to your acceptance of and agreement to the further terms, conditions, and restrictions described in this Restricted Stock Units Award Agreement (this “Award Agreement”). To the extent that any provision of this Award Agreement conflicts with the expressly applicable terms of the Plan, it is hereby acknowledged and agreed that those terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

2.    DELIVERY OF SHARES. The Company shall register and issue a certificate(s) for the Shares you become entitled to receive hereunder in your name or deliver evidence of book entry Shares as soon as practicable but in no event later than the sixtieth (60^th) day after the restrictions described in Section 4(b) lapse as described in Section 5. Any certificates for or book entry representing Shares delivered to you pursuant to this Award Agreement shall be subject to such stop transfer orders and other restrictions as the Committee may deem necessary or advisable under the Plan and the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are then listed, and any applicable foreign, federal or state securities laws.

3.    STOCKHOLDER RIGHTS PRIOR TO ISSUANCE OF SHARES. Neither you nor any of your beneficiaries shall be deemed to have any voting rights, rights to receive any dividends, dividend equivalents or other rights as a stockholder of the Company with respect to any Shares covered by the RSUs until the date of issuance by the Company of a certificate to you for such Shares or the date of delivery of evidence of book entry Shares.

4.    RESTRICTIONS.

(a)    Your ownership of the RSUs shall be subject to (1) the restrictions set forth in subsection (b) of this Section until such restrictions lapse pursuant to the terms of Section 5, and (2) the restrictions set forth in subsection (c) of this Section until such RSUs shall be redeemed for the applicable Shares or otherwise forfeited to the Company.

(b)    At the time of your “Termination of Employment” (as defined in Section 11(c)), other than a Termination of Employment that is described in Section 5(b)(2), all of your RSUs shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to the RSUs shall automatically terminate without any payment of consideration by the Company.

(c)    You may not sell, assign, transfer or otherwise dispose of any RSUs or any rights under the RSUs. No RSU and no rights under any such RSU may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company.

5.    LAPSE OF RESTRICTIONS.

(a)    The restrictions described in Section 4(b) shall lapse with respect to                      of the RSUs on the first anniversary of the date hereof, another                      of the RSUs on the second anniversary of the date hereof, another                      of the RSUs on the third anniversary of the date hereof, and the last                      of the RSUs on the fourth anniversary of the date hereof. Following the lapse of such restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 for the Shares covered by such RSUs in redemption of such RSUs.

(b)    Notwithstanding the provisions of subsection (a) of this Section 5, the restrictions described in Section 4(b) shall lapse with respect to all the RSUs at the time of the occurrence of any of the following events:

(1)    Your death or “Disability” (as defined in Section 11(a));

(2)    Your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 11(b)); or

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(3)    A “Change of Control” of the Company, but only if the Committee reasonably determines in good faith before the occurrence of a Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor.

Following the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 for the Shares covered by such RSUs in redemption of such RSUs.

6.    AGREEMENT WITH RESPECT TO TAXES; SHARE WITHHOLDING.

(a)    You agree that (1) you will pay to the Company or an Affiliate, as the case may be, or make arrangements satisfactory to the Company or such Affiliate regarding the payment of, any foreign, federal, state, or local taxes of any kind required by law to be withheld by the Company or any of its Affiliates with respect to the RSUs awarded or the issuance of any Shares to you, and (2) the Company or any of its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due to you any foreign, federal, state, or local taxes of any kind required by law to be withheld with respect to the RSUs awarded or Shares issued.

(b)    With respect to withholding required upon the lapse of restrictions or upon any other taxable event arising as a result of the RSUs awarded or the issuance of Shares to you, you may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction (or such other amount that will not cause adverse accounting consequences for the Company and is permitted under the Plan and applicable withholding rules promulgated by the Internal Revenue Service or other applicable governmental entity). All such elections shall be irrevocable, made in writing, signed by you, and shall be subject to any restrictions or limitations that such Committee, in its sole discretion, deems appropriate.

7.    ADJUSTMENT OF SHARES. The number of Shares subject to the RSUs awarded to you under this Award Agreement shall be adjusted as provided in Section 4.2 of the Plan.

8.    AGREEMENT WITH RESPECT TO SECURITIES MATTERS. You agree that you will not sell or otherwise transfer any Shares received pursuant to this Award Agreement except pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, or pursuant to an applicable exemption from such registration. Unless a registration statement relating to the Shares issuable upon the lapse of the restrictions on

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the RSUs pursuant to this Award Agreement is in effect at the time of issuance of such Shares, any certificate(s) or book entry representing the Shares shall contain the following legend:

These securities have not been registered under the U.S. Securities Act of 1933 or any other securities laws. These securities have been acquired for investment and may not be sold or transferred for value in the absence of an effective registration of them under the U.S. Securities Act of 1933 and any other applicable securities laws, or receipt by the Company of an opinion of counsel or other evidence acceptable to the Company that such sale or transfer is exempt from registration under such acts and laws.

9.    TRANSFER TAXES. The Company shall pay all original issue and transfer taxes with respect to the issue and transfer of the Shares to you pursuant to this Award Agreement and all other fees and expenses necessarily incurred by it in connection therewith.

10.    FORFEITURE. You agree that in the event you violate the confidentiality, non-competition, non-solicitation or non-disparagement provisions of any agreement between you and the Company or any Affiliate, or any plan of the Company or any Affiliate in which you participate, including any severance plan, all of your RSUs for which the restrictions have not previously lapsed in accordance with Section 5 shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to the RSUs shall automatically terminate without any payment of consideration by the Company.

11.    CERTAIN DEFINITIONS. As used in this Award Agreement, the following terms shall have the respective meanings indicated:

(a)    “Disability” shall mean your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(b)    “Termination for Cause” shall mean a Termination of Employment as a result of (1) your willful and continued failure substantially to perform your duties (other than any such failure resulting from your incapacity due to physical or mental illness), (2) your conviction for a felony, proven or admitted fraud, misappropriation, theft or embezzlement by you, your inebriation or use of illegal drugs in the course of, related to or connected with the business of the Company or any of its Affiliates, your willful engagement in misconduct that is materially injurious to the Company or any of its Affiliates, monetarily or otherwise, or your material failure to comply with or material violation of any of the Company’s policies or procedures in effect from time to time, including without limitation, the Company’s Code of Business Conduct and Ethics or Code of Ethics for the Chief Executive Officer and Senior Financial Officers or (3) if you have entered into an employment agreement or contract with the Company or any of its Affiliates, or if you have entered into any other agreement or contract with the Company or any of its Affiliates or participate in any plan of the Company or any Affiliate, including any severance plan, which includes confidentiality, non-competition, non-solicitation or non-disparagement covenants, (A) any other action or omission that is identified in such agreement or contract as giving rise to “Cause” for the termination of your employment with the Company or any of its Affiliates or (B) any violation of the confidentiality, non-competition,

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non-solicitation or non-disparagement covenants. For this purpose, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted, by you not in good faith and without reasonable belief that your action or omission was in the best interest of Company or any of its Affiliates.

(c)    “Termination of Employment” shall mean the termination of your full-time employment with the Company or any of its Affiliates for any reason other than your death or Disability.

12.    SHORT-TERM DEFERRAL EXCEPTION. The parties intend that this Award Agreement and each payment upon the lapse of restrictions on any RSUs will meet all requirements of the short-term deferral exception to Code Section 409A. To the fullest extent possible, therefore, the Plan shall be construed and administered so that each payment under the Plan is made in a time, form and manner that results in the payment being excepted from Section 409A. The short-term deferral exception shall be applied separately to each payment required under this Award Agreement.

13.    DESIGNATION OF BENEFICIARY. Your beneficiary for receipt of any payment made under this Award Agreement in the event of your death shall be the person(s) designated as your beneficiary(ies) for life insurance benefits under the Company’s life insurance benefits plan unless you designate a different beneficiary on a form prescribed by the Company. If no beneficiary is designated, upon your death, payment shall be made to your estate.

Capitalized terms used in this Award Agreement and not otherwise defined herein shall have the respective meanings provided in the Plan.

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If you accept this Award and agree to the foregoing terms and conditions, please so confirm by signing and returning the duplicate copy of this Award Agreement enclosed for that purpose.

WILLBROS GROUP, INC.
By:
	Name:
	Title:

The foregoing Award is accepted by me as of the      day of             , 20    , and I hereby agree to the terms, conditions, and restrictions set forth above and in the Plan.

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EX-10.4

Exhibit 10.4

WILLBROS GROUP, INC.

RESTRICTED STOCK UNITS AWARD AGREEMENT

              20    

Dear                                          :

1.    RESTRICTED STOCK UNITS AWARD.

(a)    Willbros Group, Inc., a Delaware corporation (the “Company”), hereby grants to you an aggregate of                      performance-based restricted stock units, hereinafter referred to individually as an “RSU,” and collectively as the “RSUs” (the “Target Award”). Restrictions will lapse on the Target Award based on the Company’s achievement of the Target Performance Goal (as defined below) for TSR, as otherwise set forth herein and more fully described below. Subject to potential reduction as set forth in Section 5(a) below, each RSU entitles you to receive up to two shares of Common Stock, par value $.05 per share (“Shares”), of the Company (the “Maximum Award”), at such time as the restrictions described in Section 4(b) lapse as described in Section 5 if the Maximum Performance Goal (as defined below) established by the Committee for TSR is achieved. Notwithstanding anything to the contrary, except as provided in Section 5(c) below, all RSUs shall be forfeited (whether vested or unvested) and no Shares shall be issued under this Award Agreement (as defined below), if the Committee does not certify in writing that the Company has achieved the performance goal pursuant to Section 5 below. Restrictions on the RSUs shall lapse and become non-forfeitable in accordance with Sections 4 and 5 below.

(b)    This award is subject to your acceptance of and agreement to all of the applicable terms, conditions, and restrictions described in the Company’s 2017 Stock and Incentive Compensation Plan (the “Plan”), a copy of which, along with the Prospectus for the Plan, are attached hereto, and to your acceptance of and agreement to the further terms, conditions, and restrictions described in this Restricted Stock Units Award Agreement (this “Award Agreement”). To the extent that any provision of this Award Agreement conflicts with the expressly applicable terms of the Plan, it is hereby acknowledged and agreed that those terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

2.    DELIVERY OF SHARES. The Company shall register and issue a certificate(s) for the Shares you become entitled to receive hereunder in your name or deliver evidence of book entry Shares on the date on which the restrictions described in Section 4(b) lapse as described in Section 5. Any certificates for or book entry representing Shares delivered to you pursuant to this Award Agreement shall be subject to such stop transfer orders and other restrictions as the Committee may deem necessary or advisable under the Plan and the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are then listed, and any applicable foreign, federal or state securities laws.

3.    STOCKHOLDER RIGHTS PRIOR TO ISSUANCE OF SHARES. Neither you nor any of your beneficiaries shall be deemed to have any voting rights, rights to receive any dividends, dividend equivalents or other rights as a stockholder of the Company with respect to any Shares covered by the RSUs until the date of issuance by the Company of a certificate to you for such Shares or the date of delivery of evidence of book entry Shares.

4.    RESTRICTIONS.

(a)    Your ownership of the RSUs shall be subject to the restrictions set forth in subsections (b) and (c) of this Section until such restrictions lapse pursuant to the terms of Section 5, and such RSUs shall be redeemed for the applicable Shares or otherwise forfeited to the Company.

(b)    At the time of your “Termination of Employment” (as defined in Section 12(m)), other than a Termination of Employment that occurs as a result of an event described in Section 5(c)(2) or Section 5(c)(3), all of your RSUs shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to the RSUs shall automatically terminate without any payment of consideration by the Company.

(c)    You may not sell, assign, transfer or otherwise dispose of any RSUs or any rights under the RSUs. No RSU and no rights under any such RSU may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company.

5.    LAPSE OF RESTRICTIONS.

(a)    The Committee shall (i) determine whether the Company has achieved the performance goal for the period beginning January 1, 20     and ending December 31, 20     (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20     (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the

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foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion.

(b)    The restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on March 15, 20    . Upon the lapse of such restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption of such RSUs.

(c)    Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time of the occurrence of any of the following events or as otherwise set forth in this Section 5(c):

(1)    The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36;

(2)    The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a “Termination for Cause” (as defined in Section 12(l)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment that does not constitute a Termination for Cause, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of a dismissal or other action by the Company or any of its Affiliates that does not constitute a Termination for Cause occurs on a date which is prior to the end of the Performance Period, the restrictions described in Section 4(b) shall lapse on the Certification Date with respect to a number of RSUs equal to the Earned RSUs multiplied by a fraction, the numerator of which shall equal the number of fully and partially completed months of service during the Performance Period and the denominator of which shall equal 36; or

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(3)    The restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of a “Change of Control” of the Company (as defined in Section 12(e)) but only if the Committee reasonably determines in good faith before the occurrence of the Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan shall not be provided by any successor. In the event this Award Agreement is honored or assumed by any successor, the restrictions described in Section 4(b) shall lapse with respect to the Target Award at the time of your Termination of Employment within one year following the Change of Control, but only if (i) such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a Termination for Cause or (ii) the Termination of Employment occurs as a result of your resignation for “Good Reason” (as defined under Section 12(h)).

Upon the lapse of the restrictions described in Section 4(b), the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 in redemption of the RSUs.

6.    PERFORMANCE METRICS AND GOAL.

The Target Award shall be subject to achievement by the Company as of the end of the Performance Period of the TSR Target Performance Goal, as defined and calculated in accordance with Section 12 hereof, and according to the following table:

Three-year Period Performance LTI Award – TSR Payout Matrix

Payout as a    % of Target Award

[TBA]

The Company’s achievement of the TSR Target Performance Goal shall be calculated by determining the Company’s Absolute Stock Price (as defined in Section 12(a) below) and the Company’s ranking relative to members of the Peer Group (as defined in Section 12(j) below). The Company’s Peer Group ranking under the TSR Target Performance Goal will be determined by listing the Company and members of the Peer Group from highest to lowest TSR achieved by the respective company and counting down from the company with the highest TSR to the Company’s position within such list. The Committee will first determine and certify the Company’s placement within the matrix set forth above based on the Peer Group ranking and Absolute Stock Price range which the Company achieves for the Performance Period. The Committee will then determine and certify the percentage of the Target Award earned and the actual number of RSUs which are Earned RSUs based on the actual TSR ranking and Absolute Stock Price within such range by linear interpolation. If in accordance with Section 12(j) below, one or more members of the Peer

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Group shall no longer qualify as members of the Peer Group, the Committee will adjust the Peer Group ranking scale set forth above in good faith such that the payouts for the corresponding level of performance are consistent with the intent of the foregoing Peer Group ranking scale.

7.    AGREEMENT WITH RESPECT TO TAXES; SHARE WITHHOLDING.

(a)    You agree that (1) you will pay to the Company or an Affiliate, as the case may be, or make arrangements satisfactory to the Company or such Affiliate regarding the payment of, any foreign, federal, state, or local taxes of any kind required by law to be withheld by the Company or any of its Affiliates with respect to the RSUs awarded or the issuance of any Shares to you, and (2) the Company or any of its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due to you any foreign, federal, state, or local taxes of any kind required by law to be withheld with respect to the RSUs awarded or Shares issued.

(b)    With respect to withholding required upon the lapse of restrictions or upon any other taxable event arising as a result of the RSUs awarded or the issuance of Shares to you, you may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction (or such other amount that will not cause adverse accounting consequences for the Company and is permitted under the Plan and applicable withholding rules promulgated by the Internal Revenue Service or other applicable governmental entity). All such elections shall be irrevocable, made in writing, signed by you, and shall be subject to any restrictions or limitations that such Committee, in its sole discretion, deems appropriate.

8.    ADJUSTMENT OF SHARES. The number of Shares subject to the RSUs awarded to you under this Award Agreement shall be adjusted as provided in Section 4.2 of the Plan.

9.    AGREEMENT WITH RESPECT TO SECURITIES MATTERS. You agree that you will not sell or otherwise transfer any Shares received pursuant to this Award Agreement except pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, or pursuant to an applicable exemption from such registration. Unless a registration statement relating to the Shares issuable upon the lapse of the restrictions on the RSUs pursuant to this Award Agreement is in effect at the time of issuance of such Shares, any certificate(s) or book entry representing the Shares shall contain the following legend:

These securities have not been registered under the U.S. Securities Act of 1933 or any other securities laws. These securities have been acquired for investment and may not be sold or transferred for value in the absence of an effective registration of them under the U.S. Securities Act of 1933 and any other applicable securities laws, or

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receipt by the Company of an opinion of counsel or other evidence acceptable to the Company that such sale or transfer is exempt from registration under such acts and laws.

10.    TRANSFER TAXES. The Company shall pay all original issue and transfer taxes with respect to the issue and transfer of the Shares to you pursuant to this Award Agreement and all other fees and expenses necessarily incurred by it in connection therewith.

11.    FORFEITURE AND CLAWBACK.

(a)    You agree that in the event you violate the confidentiality, non-competition, non-solicitation or non-disparagement provisions of any agreement between you and the Company or any Affiliate, or any plan of the Company or any Affiliate in which you participate, including any severance plan, all of your RSUs for which the restrictions have not previously lapsed in accordance with Section 5 shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to the RSUs shall automatically terminate without any payment of consideration by the Company.

(b)    Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, you acknowledge that any incentive-based compensation paid to you hereunder may be subject to recovery by the Company under the Company’s clawback policy or any subsequent clawback policy which the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Company’s Common Stock may be listed. You agree to promptly return any such incentive-based compensation which the Company determines it is required to recover from you under any such clawback policy.

12.    CERTAIN DEFINITIONS. Capitalized terms used in this Award Agreement and not otherwise defined herein shall have the respective meanings provided in the Plan. As used in this Award Agreement, the following terms shall have the respective meanings indicated:

(a)    “Absolute Stock Price” means the average of the closing prices on the principal stock exchange on which the Company’s shares are traded, of one share of common stock for each of the last 20 trading days of the Performance Period. Share prices used in determining Absolute Stock Price shall be appropriately adjusted for any stock splits and stock dividends and any other events or transactions described in Section 4.2 of the Plan which may occur during the Performance Period.

(b)    “Beginning Period” means the last 20 trading days immediately prior to the first day of the Performance Period.

(c)    “Beginning Stock Value” means $100, invested in common stock at the average of the closing prices on the principal stock exchange on which such shares

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are traded for the Beginning Period, plus any dividends paid on the shares during the Beginning Period, invested in common stock at the closing price on the principal stock exchange on which such shares are traded on the ex-dividend date.

(d)    “Change in Stock Value” means, the Ending Stock Value minus the Beginning Stock Value.

(e)    “Change of Control” shall have the meaning provided in the Plan.

(f)    “Disability” shall mean your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(g)    “Ending Stock Value” means the average of the closing prices on the principal stock exchange on which such shares are traded, of one share of common stock for each of the last 20 trading days of the Performance Period, multiplied by the sum of the number of shares represented by the Beginning Stock Value initial $100 investment plus such additional shares resulting from all dividends paid on common stock during the Performance Period being treated as though they are reinvested on the applicable ex-dividend dates at the applicable closing prices on such dates.

(h)    “Good Reason” means any of the following events, unless you have consented thereto:

(i)    a material diminution in your base salary, except that a reduction in your base salary is not Good Reason if it is made as part of an across-the-board salary reduction that affects all of the Company’s senior management team;

(ii)    a change in the location of your principal place of employment by 50 miles or more from the location at which you must perform the services; or

(iii)    a material change in your authority, duties or responsibilities.

An event does not constitute Good Reason unless you provide the Company with written notice of the existence of the condition that constitutes Good Reason. Such notice must be provided within 90 days after the initial existence of the condition, and the notice must provide the Company with at least 30 days during which it may remedy such condition.

(i)    “Maximum Performance Goal” means, with respect to the performance goal, the performance level that the Company must achieve in order for two hundred percent (200%) of the Target Award to be earned.

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(j)    “Peer Group” means                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                               . A company that ceases to be publicly traded at any time prior to the end of the Performance Period shall cease to qualify as a member of the Peer Group.

(k)    “Target Performance Goal” means, with respect to the performance goal, the performance level that the Company must achieve in order for one hundred percent (100%) of the Target Award to be earned.

(l)    “Termination for Cause” shall mean a Termination of Employment as a result of (1) your willful and continued failure substantially to perform your duties (other than any such failure resulting from your incapacity due to physical or mental illness), (2) your conviction for a felony, proven or admitted fraud, misappropriation, theft or embezzlement by you, your inebriation or use of illegal drugs in the course of, related to or connected with the business of the Company or any of its Affiliates, your willful engagement in misconduct that is materially injurious to the Company or any of its Affiliates, monetarily or otherwise, or your material failure to comply with or material violation of any of the Company’s policies or procedures in effect from time to time, including without limitation, the Company’s Code of Business Conduct and Ethics or Code of Ethics for the Chief Executive Officer and Senior Financial Officers or (3) if you have entered into an employment agreement or contract with the Company or any of its Affiliates, or if you have entered into any other agreement or contract with the Company or any of its Affiliates or participate in any plan of the Company or any Affiliate, including any severance plan, which includes confidentiality, non-competition, non-solicitation or non-disparagement covenants, (A) any other action or omission that is identified in such agreement or contract as giving rise to “Cause” for the termination of your employment with the Company or any of its Affiliates or (B) any violation of the confidentiality, non-competition, non-solicitation or non-disparagement covenants. For this purpose, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted, by you not in good faith and without reasonable belief that your action or omission was in the best interest of Company or any of its Affiliates.

(m)    “Termination of Employment” shall mean the termination of your full-time employment with the Company or any of its Affiliates for any reason other than your death or Disability.

(n)    “TSR” for the Company or any member of the Peer Group for the Performance Period means the percentage (to the third decimal place) derived from a fraction the numerator of which is the Change in Stock Value, and the denominator of which is the Beginning Stock Value.    Share prices used in determining TSR shall be appropriately adjusted for stock splits and stock dividends and any other events or transactions described in Section 4.2 of the Plan which may occur during the Beginning Period and the Performance Period.

13.    SHORT-TERM DEFERRAL EXCEPTION. The parties intend that this Award Agreement and each payment upon the lapse of restrictions of any RSUs will meet all

8

requirements of the short-term deferral exception to Code Section 409A. To the fullest extent possible, therefore, the Plan shall be construed and administered so that each payment under the Plan is made in a time, form and manner that results in the payment being excepted from Section 409A. The short-term deferral exception shall be applied separately to each payment required under this Award Agreement.

14.    DESIGNATION OF BENEFICIARY. Your beneficiary for receipt of any payment made under this Award Agreement in the event of your death shall be the person(s) designated as your beneficiary(ies) for life insurance benefits under the Company’s life insurance benefits plan unless you designate a different beneficiary on a form prescribed by the Company. If no beneficiary is designated, upon your death, payment shall be made to your estate.

If you accept this Award and agree to the foregoing terms and conditions, please so confirm by signing and returning the duplicate copy of this Award Agreement enclosed for that purpose.

WILLBROS GROUP, INC.

By:

Name:

Title:

The foregoing Award is accepted by me as of the      day of         , 20    , and I hereby agree to the terms, conditions, and restrictions set forth above and in the Plan.

Name:

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