Exhibit 10.5
WILLBROS GROUP,
INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS
NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into effective as of the ____ day of __________, 200__
("Effective Date"), by and between WILLBROS GROUP, INC., a Delaware
corporation (the "Company"), and __________________________, an
individual ("Employee").
WITNESSETH:
WHEREAS, the
Board of Directors of the Company (the "Board") has adopted the
Willbros Group, Inc. 1996 Stock Plan, as amended (the "Plan"), for
the purpose of encouraging key employees of the Company and its
Subsidiaries (as defined in the Plan) to acquire stock ownership in
the Company and to continue in the employ of the Company and its
Subsidiaries; and
WHEREAS,
__________________________ is a key employee of the Company or a
Subsidiary, and the committee of the Board which administers the
Plan (the "Committee") desires to grant to Employee a non-qualified
stock option under the Plan;
NOW, THEREFORE,
in consideration of the premises and the covenants and agreements
herein contained, the parties hereto hereby agree as
follows:
1.
GRANT OF OPTION . The Company hereby grants
to Employee the right and option to purchase from the Company,
during the periods and on the terms and conditions hereinafter set
forth, an aggregate of __________ shares of its common stock, par
value $.05 per share ("Share" or "Shares"), at a price of $______
per share, being the Fair Market Value (as defined in the Plan) of
a Share on the Effective Date (hereinafter, the
"Option").
2.
EXERCISE PERIODS . Subject to the terms of
this Agreement, the Option shall become exercisable, in whole or in
part, only at the times and during the periods and for the number
of Shares set forth below:
(a) On
or after ______________, but no later than ______________, ________
Shares;
(b) On
or after______________, but no later than ______________, ________
Shares;
(c) On
or after______________, but no later than ______________, ________
Shares; and
(d) On
or after______________, but no later than ______________, ________
Shares.
Provided,
however, notwithstanding the above exercise periods, each vesting
date of the Option set forth above shall be accelerated one year
for each incremental $______ that the average of the daily closing
sales prices of a share of common stock of the Company on the New
York Stock Exchange over a period of 60 consecutive trading days
exceeds $______ per share during the term of the
Option. Provided further, notwithstanding the above
exercise periods, the Option may become fully exercisable
immediately under certain circumstances set forth in the
Plan.
3.
EXERCISE OF OPTION . That portion of the
Option which is exercisable may be exercised, in whole or in part,
by Employee only so long as Employee remains, on or after the
Effective Date, continuously in the employ of the Company or any of
its Subsidiaries except as otherwise provided by this
Agreement. At the time of exercise, Employee shall
deliver to the Company a written notice duly signed by Employee
stating the number of Shares as to which the Option is being
exercised at that time, together with payment for the full exercise
price of the Option with respect to said Shares (a) in
cash (or certified or bank cashier's check payable to the order of
the Company); (b) by delivery of shares of common stock of the
Company then owned by Employee (such shares being valued at their
Fair Market Value at the time of such exercise); (c) by withholding
by the Company of Shares from the Shares issuable upon such
exercise (such withheld Shares being valued at their Fair Market
Value at the time of such exercise); (d) in the discretion of the
Committee, by delivery of properly executed irrevocable
instructions to a securities broker (or, in the case of pledges,
lender) to (i) sell Shares subject to the Option and to deliver
promptly to the Company a sufficient portion of the proceeds of
such sale transaction on behalf of Employee to pay the exercise
price of said Shares or (ii) pledge Shares subject to the Option to
a margin account maintained with such broker or lender, as security
for a loan, and such broker or lender, pursuant to irrevocable
instructions, delivers to the Company a sufficient portion of the
loan proceeds to pay the exercise price of said Shares; (e) by a
combination of such methods; or (f) by other means that the
Committee deems appropriate; plus, in each case, any applicable
withholding tax thereon, whereupon certificates therefor will be
issued to Employee. The minimum number of Shares which
may be purchased at any time by exercise of the Option is 100
Shares unless the number purchased is the total number purchasable
under the Option at that time. The Option shall not be
exercisable with respect to fractions of a Share. No
exercise or failure to exercise as to a portion of the Shares shall
preclude a later exercise or exercises as to additional
portions.
4.
EMPLOYMENT . Nothing contained in this
Agreement shall confer upon Employee any right to continue in the
employ of the Company or any of its Subsidiaries or interfere in
any way with the right of the Company or any Subsidiary to
terminate Employee's employment at any time with or without
cause. A leave of absence approved by the Company or any
Subsidiary shall not be deemed an interruption of continuous
employment under the Plan or this Agreement.
5.
THE PLAN AND AMENDMENTS . This Agreement
shall be subject to the terms and conditions of the Plan as
presently constituted and as may be amended hereafter from time to
time, including the discretion therein provided to the
Committee. Except as may be otherwise provided by the
Plan, amendments to the Plan shall constitute amendments to this
Agreement and shall be incorporated herein without the execution of
any amendment or supplement hereto by the parties. The
parties further agree to any amendment of this Agreement, without
the execution of any amendment or supplement, upon notice from the
Company to E
