Kass Offer Letter dated as of January 31, 2018

Your annualized base salary will be $750,000, or $62,500 per month (paid one-half on the 15^th and other half at the end of the month).

You will continue to be eligible for participation in the Executive Incentive Compensation Plan at a target award of 100% of your base earnings. The change in your target percentage for 2018 to 100% will be effective on the Effective Date.

You also will continue to be eligible to receive equity grants under our long-term incentive program. Your 2018 grant will be made during our annual grant cycle (typically during the first quarter of a year) and will be valued at $1,500,000. The equity grant will consist a mix of award types (e.g., restricted stock units, performance units, stock options, etc.) and on such terms and conditions as determined by the Compensation Committee of the Board.

You will be considered for future merit/promotional salary increases based on your performance, relevant market data and practices established by the Compensation Committee of the Board.

You will receive 160 hours of vacation per calendar year.

You will continue to be eligible to participate in Company benefits as detailed in the individual plan documents, including The Babcock & Wilcox Company Thrift Plan, Defined

You are currently a party to a Change-in-Control Agreement, which will be replaced with the Company’s standard Change-in-Control Agreement providing a 2.99 severance multiple.

Your will continue to be subject to the Company’s stock ownership guidelines requiring executives to acquire and hold a minimum number of shares of B&W common stock within five years. As a result of your position, you will be subject to a 5x multiple under those guidelines.