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RESTRICTED STOCK AGREEMENT
AGREEMENT by and between KBR, Inc., a Delaware
corporation (the ”Company”) and
____________________ (“Employee”) made effective as of
__________________ (the “Grant Date”).
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1.
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Grant of Restricted Stock
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(a)
Stock . Pursuant to the
KBR, Inc. 2006 Stock and Incentive Plan (the “Plan”),
Employee is hereby awarded _______________ shares of the
Company’s common stock (“Stock”), subject to the
conditions of the Plan and this Agreement (the “Restricted
Stock”).
(b)
Plan Incorporated .
Employee acknowledges receipt of a copy of the Plan, and agrees
that this award of Restricted Stock shall be subject to all of the
terms and conditions set forth in the Plan, including future
amendments thereto, if any, pursuant to the terms thereof, which
Plan is incorporated herein by reference as a part of this
Agreement. Except as defined herein, capitalized terms shall have
the same meanings ascribed to them under the Plan.
2.
Terms of Restricted Stock
. Employee hereby
accepts the Restricted Stock and agrees with respect thereto as
follows:
(a)
Forfeiture of Restricted Stock
. In the event of termination of Employee’s
employment with the Company or any employing Subsidiary of the
Company for any reason other than (i) normal retirement on or after
age sixty-five, (ii) death or (iii) disability (disability being
defined as being physically or mentally incapable of performing
either the Employee’s usual duties as an Employee or any
other duties as an Employee that the Company reasonably makes
available and such condition is likely to remain continuously and
permanently, as determined by the Company or employing subsidiary),
or except as otherwise provided in the last two sentences of
subparagraph (c) of this Paragraph 2, Employee shall, for no
consideration, forfeit all Restricted Stock to the extent then
subject to the Forfeiture Restrictions (as defined below). The
obligation to forfeit and surrender Restricted Stock to the Company
upon termination of employment and the prohibition against transfer
in Paragraph 2(b) below are herein referred to as “Forfeiture
Restrictions.”
(b)
Assignment of Award .
The Restricted Stock may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred, encumbered or disposed of to
the extent then subject to the Forfeiture Restrictions.
(c)
Lapse of Forfeiture Restrictions
. The Forfeiture Restrictions shall lapse as to the
Restricted Stock in accordance with the following schedule provided
that Employee has been continuously employed by the Company or any
of its Subsidiaries from the date of this Agreement through the
applicable lapse date.
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Lapse Date
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Percentage of Total Number
of Restricted Stock
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1st Anniversary of Grant Date
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20%
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2nd Anniversary of Grant Date
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40%
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3rd Anniversary of Grant Date
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60%
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4th Anniversary of Grant Date
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80%
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5th Anniversary of Grant Date
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100%
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Notwithstanding the foregoing or Paragraph 2(d)
below, the Forfeiture Restrictions shall lapse as to all of the
Restricted Stock on the earlier of (i) the occurrence of a
Corporate Change (as such term is defined in the Plan) or (ii) the
date Employee’s employment with the Company is terminated by
reason of death, disability (as determined above) or normal
retirement on or after age sixty-five. In the event
Employee’s employment is terminated for any other reason,
including retirement prior to age sixty-five with the approval of
the Company or employing Subsidiary, the
Committee which administers the Plan (the
“Committee”) or its delegate, as appropriate, may, in
the Committee’s or such delegate’s sole discretion,
approve the lapse of Forfeiture Restrictions as to any or all
Restricted Stock still subject to such restrictions, such lapse to
be effective on the date of such approval or Employee’s
termination date, if later.
(d)
Net Income . The
Forfeiture Restrictions in Paragraph 2(c) above shall not lapse as
to the Restricted Stock in accordance with the schedule above for
any Anniversary of Grant Date in which the Company’s Net
Income (as defined below) for the immediately preceding calendar
year was less than $0. To the extent the Company’s Net Income
for the immediately preceding calendar year was less than $0,
Employee shall, for no consideration, forfeit all Restricted Stock
that was scheduled to vest on such Anniversary of Grant Date (to
the extent then subject to the Forfeiture Restrictions). The
forfei
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