EXHIBIT 10.17
WASHINGTON GROUP INTERNATIONAL,
INC.
EQUITY AND PERFORMANCE INCENTIVE
PLAN
PERFORMANCE UNIT PARTICIPANT
AGREEMENT
This Agreement (the
“Agreement”), dated as
of ,
is made by and between Washington Group International, Inc., a
Delaware corporation hereinafter referred to as
“Corporation”, and
,
an employee of the Corporation or Subsidiary of the Corporation,
hereinafter referred to as “Participant.”
WHEREAS, the Corporation wishes to
afford the Participant an opportunity to earn incentive
compensation under the Corporation’s Long-Term Incentive
Program (“LTIP”) by achieving objectives that are in
the long-term interest of the Corporation and its shareholders;
and
WHEREAS, the Board may authorize the
granting of Performance Units under the Plan (as hereinafter
defined), the terms of which are hereby incorporated herein by
reference and made a part hereof; and
WHEREAS, the Board has authorized
the grant of Performance Units to the Participant by a resolution
duly adopted on
,
and incorporated herein by reference;
NOW, THEREFORE, in consideration of
the mutual covenants contained herein and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto do agree as follows:
ARTICLE I
DEFINITIONS
Wherever the following terms are
used in this Agreement with initial capital letters, they shall
have the meanings specified in the Plan unless the context clearly
indicates otherwise.
Section 1.1 – Board
Section 1.2 – Change in
Control
Section 1.3 – Code
Section 1.4 - Common Shares
Section 1.5 - Corporation
Section 1.6 –
Management Objectives
Section 1.7 –
Subsidiary
Section 1.8 –
Years of Service
Wherever the following terms are
used in this Agreement with initial capital letters, they shall
have the meanings specified below unless the context clearly
indicates otherwise. The masculine pronoun shall include the
feminine and neuter, and the singular the plural, where the context
so indicates.
Section 1.9 - Beneficiary
“Beneficiary” means the
person or persons properly designated by the Participant to receive
the Participant’s benefits under this Agreement in the event
of the Participant’s death, or if the Participant has not
designated such person or persons, or such person or persons shall
all have pre-deceased the Participant, the executor, administrator,
or personal representative of the Participant’s estate.
Designation, revocation, and redesignation of beneficiaries must be
made in writing in accordance with rules established by the
Corporation and shall be effective upon delivery to the
Corporation.
Section 1.10 - Compensation
Committee
“Compensation Committee”
means the compensation committee of the Board, as constituted from
time to time.
Section 1.11 – Par
Value
“Par Value” means the
value assigned to each Performance Unit at the time of grant and
represents the amount that the Corporation will pay for each
Performance Unit if the Corporation achieves 100% of its
predetermined Management Objectives during the applicable
Performance Period.
Section 1.12 – Performance
Period
“Performance Period”
means the three-fiscal-year period of the Corporation commencing
,
and ending
;
provided, however, that the Performance Period may be shortened in
the event of a Change in Control as set forth in
Section 4.4.
Section 1.13 –
Performance Unit
“Performance Unit” means
a bookkeeping entry that records a right to payment, the value of
which is contingent upon performance as measured against
pre-determined Management Objectives over the Performance
Period.
Section 1.14 - Plan
“Plan” means the
Washington Group International, Inc. Equity and Performance
Incentive Plan, as the same may be amended or restated from time to
time.
ARTICLE II
AWARD OF PERFORMANCE
UNITS
Section 2.1 –
Grant of Award
In consideration of the
Participant’s execution of this Agreement and for other good
and valuable consideration, on the date hereof, the Corporation
irrevocably awards to the Participant
Performance
Units with a Par Value of $10.00 per unit, upon the terms and
subject to the conditions set forth in the Plan and in this
Agreement.
Section 2.2 –
Performance Measures
The Management Objectives that will
be used to determine the actual value of the Performance Units
awarded under this Agreement will be the Corporation’s
average earnings per share (“EPS”) of
Common Shares during the Performance Period and
the Corporation’s average return on invested capital
(“ROIC”) during the Performance Period. A
separate target goal for each Management Objective (EPS and ROIC)
has been established for each year of the Performance Period.
These target goals are set forth on Exhibit A to this
Agreement. The average EPS and the average ROIC will be
determined by calculating the percentage of the target goal
achieved each year (i.e., dividing each year’s actual results
for EPS and ROIC by the respective target goal for that year) and
then calculating the average of the percentages for all years in
the Performance Period (i.e., adding the percentages and dividing
by the number of years in the Performance Period).
Example: If Corporate ROIC equaled 100% of the target
goal in [first year], 120% of the target goal in [second year] and
110% of the target goal in [third year], then the three-year
average ROIC would equal 110%.
EPS for any year will be calculated
by dividing net income (as defined for the Short-Term Incentive
Plan) by the weighted average number of Common Shares outstanding
during the year, excluding shares issued upon the exercise of
warrants issued under the Compa
