STOCK OPTION GRANT AGREEMENT

Number and Price of the Options – BW grants to you the option to purchase from BW at the price of $[_____]/share up to, but not exceeding in the aggregate, the number of shares of BW common stock as shown on the attached Notice of Grant (which is incorporated herein by reference) and as explained hereinafter and in the Plan.

Option Term – The Options have been granted for a period of ten (10) years from the Date of Grant (the “Option Term”).

Vesting of Options – Subject to the “Forfeiture of Options” paragraph below, the Options do not provide you with any rights or interest therein until they vest and become exercisable [___]. The Options which are or become exercisable at the time of termination of employment continue to be exercisable until terminated in accordance with Section 6 below.

If you remain employed by BW throughout the period beginning on the Date of Grant and ending on the date of a Change in Control, you will become 100% vested in all unvested Options evidenced by this Agreement upon the Change in Control, except to the extent that an award meeting the requirements of Section 4(c) below (a “Replacement Award”) is provided to you in accordance with Section 4(c) below to replace, adjust or continue the award of the Options covered by this Agreement (the “Replaced Award”). If a Replacement Award is provided, references to the Options in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control.

If, upon or after receiving a Replacement Award, you experience a termination of employment with BW (or any successor) (the “Successor”) by reason of you terminating employment for Good Reason or the Successor terminating your employment other than for Cause, in each case within a period of two years after the Change in Control and during the vesting period set forth in Section 3, you shall become 100% vested in the Replacement Award upon such termination.

For purposes of this Agreement, a “Replacement Award” means an award: (i) of the same type (e.g., nonqualified stock options) as the Replaced Award; (ii) that has a value at least equal to the value of the Replaced Award; (iii) that relates to publicly traded equity securities of BW or its successor in the Change in Control or another entity that is affiliated with BW or its successor following the Change in Control; (iv) if your holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which under the Code are not less favorable to you than the tax consequences of the Replaced Award; and (v) the other terms and conditions of which are not less favorable to you holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form

For purposes of this Agreement, “Cause” means: (i) your willful and continued failure to perform substantially your duties with the Company or an Affiliate (occasioned by reason other than your physical or mental illness or disability) after a written demand for substantial performance is delivered to you by BW which specifically identifies the manner in which BW believes that you have not substantially performed your duties, after which you shall have thirty (30) days to defend or remedy such failure to substantially perform your duties; (ii) your willful engaging in illegal conduct or gross misconduct which is materially and demonstrably injurious to BW; or (iii) your conviction with no further possibility of appeal for, or plea of guilty or nolo contendere by you to, any felony. The cessation of your employment under subparagraph (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Committee at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with your counsel, to be heard before such Committee), finding that, in the good faith opinion of such Committee, you are guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

A termination “for Good Reason” shall mean your termination of employment with the Successor as a result of the initial occurrence, without your consent, of one or more of the following events:

a material diminution in your duties or responsibilities from those applicable immediately before the date on which a Change in Control occurs;

a material reduction in your annual rate of base salary or target bonus as in effect on the Change in Control or as either of the same may be increased from time to time thereafter;

a material reduction in the amount of your annual target long-term incentive compensation opportunity (whether payable in cash, common stock or a combination thereof) as in effect on the Change in Control or as the same may be increased from time to time thereafter, unless such material reduction applies to all similarly situated executives of BW and the parent corporation resulting from the Change in Control; and provided that for the avoidance of doubt, a material reduction of such annual target long-term incentive compensation opportunity shall not be deemed to occur if such opportunity becomes payable solely in cash; or

a change in the location of your principal place of employment with BW by more than fifty (50) miles from the location where you were principally employed immediately before the Change in Control without your consent.

Forfeiture of the Options – Options which are not or do not become vested and exercisable at your termination of employment with BW for any reason shall, coincident therewith, terminate and be of no force and effect.

How to Exercise – [___] (“[___]”) currently administers BW’s stock plans and you must exercise your Options with [___]. You have two ways to exercise your Options through [___]:

Online at [___]; or,

Telephone [___]

Termination of Options – The Options shall terminate and be of no force or effect as follows:

If you continue in the employ of BW through the Option Term, the Options will remain exercisable, subject to the terms hereof and the Plan, until the expiration of the Option Term, at which time the Options shall terminate and have no force or effect;

If your employment involuntarily terminates during the Option Term by reason of a Retirement or Disability, the Options will remain exercisable, subject to the terms hereof and the Plan, until the expiration of the Option Term, at which time the Options shall terminate and have no force or effect;

If your employment terminates during the Option Term by reason of death, the Options terminate and have no force or effect three (3) years after the date of death, or upon the expiration of the Option Term, whichever occurs first;

If your employment terminates during the Option Term for any other reason, the Options terminate and have no force or effect upon the expiration of twelve (12) months after your termination of employment or the expiration of the Option Term, whichever occurs first.

Who Can Exercise – During your lifetime the Options shall be exercisable only by you. No assignment or transfer of the Options, whether voluntary or involuntary, by operation of law or otherwise, except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, shall vest in the assignee or transferee any interest whatsoever.

Taxes. You will recognize income upon the exercise of the Options in accordance with the tax laws of the jurisdiction that is applicable to you. State income tax and FICA withholding may also be required and will be withheld in the same manner. You agree to promptly pay to BW the amount of income tax which BW is required to withhold in connection with the income realized by you in connection with this grant and, unless prohibited by applicable law, that you hereby authorize BW to withhold such amount, in whole or in part, from subsequent salary payments, without further notice to you. From time to time, the Committee may, in its sole discretion, determine to satisfy any statutory minimum withholding obligation by another method permitted by the Plan.

Clawback Provisions.

Other. Neither the action of BW in establishing the Plan, nor any action taken by it, by the Committee or the Board of Directors under the Plan nor any provisions of this Agreement shall be construed as giving to you the right to be retained in the employ of BW.