[date]

PERSONAL & CONFIDENTIAL

[director]

Board of Directors

Babcock & Wilcox Enterprises, Inc.

RE: 20__ Director Equity Grant

Dear [director]:

In accordance with the Non-Employee Director Compensation Program approved by the Board of Directors of Babcock & Wilcox Enterprises, Inc. (“B&W”), you received a grant (the “Grant”) of [number of shares] Restricted Stock Units (“RSUs”) under the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long Term Incentive Plan (as amended to date, the “Plan”) on [date of grant] (the “Grant Date”). A copy of the Plan is attached for your reference.

Grant of RSUs. You have been granted the number of RSUs indicated above. Each RSU represents a right to receive a share of B&W common stock on the last day of the vesting period, which for this Grant is the same day as the Grant Date (the “Vesting Date”).

Settlement of RSUs. RSUs will be settled in shares of B&W common stock as soon as administratively practicable, but in no event later than 30 days, following the Settlement Date. For purposes hereof, “Settlement Date” means either: (a) the Vesting Date or (b) in the event you made a permitted deferral election pursuant to the Plan with respect to this Grant, the date(s) of the applicable distribution event in accordance with such deferral election.

Dividend, Voting Rights and Other Rights. You shall have no rights of ownership in the shares of B&W common stock underlying the RSUs and shall have no right to vote such shares until the date on which the shares are transferred to you pursuant hereto. To the extent that cash dividends are otherwise paid with respect to shares of B&W common stock, dividend equivalents will be credited with respect to the shares underlying the RSUs and shall be deferred (with no earnings accruing) until and paid at the same time the underlying shares are transferred to you.

Tax Consequences. B&W has been advised that for U.S. federal income tax purposes, as of the Settlement Date, you will be deemed to have received compensation taxable as ordinary income equal to the Fair Market Value of the shares on the Settlement Date. You are solely responsible for the taxes associated with the Grant and you should consult with and rely on your own tax advisor, accountant or legal advisor as to the tax consequences to you of this Grant, including settlement.

Securities and Exchange Commission Requirements. Because you are a Section 16 insider, this Grant must be reported on a Form 4 before the end of the second (2nd) business day following the Grant Date. You are also subject to Rule 144. This Rule is applicable only when the shares are sold, so you need not take any action under Rule 144 at this time.

Other Information. If you have any questions concerning the aforementioned, please do not hesitate to contact _____________ at _______________.

Please acknowledge receipt and acceptance of all of the Grant and its terms by signing both this letter and the enclosed copy thereof and returning such signed copy to B&W at 13024 Ballantyne Corporate Place, Charlotte, North Carolina 28277, attention of _________________, and marked “Personal and Confidential” as soon as possible following receipt hereof.

            Very truly yours,

BABCOCK & WILCOX ENTERPRISES, INC.

                

E. James Ferland

            Chairman and Chief Executive Officer

ACCEPTED:

_________________________________ Date: __________

[Director Name]