EX-10.2

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.

(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.

(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:

(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.

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.