1999 Long-Term Incentive Plan - Restricted Stock Award

Percentage of Award Vesting

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EX-10.2A 5 h27648exv10w2a.htm 1999 LONG-TERM INCENTIVE PLAN - RESTRICTED STOCK AWARD exv10w2a

Exhibit 10.2(a)

Chicago Bridge & Iron 1999 Long-Term Incentive Plan
Agreement and Acknowledgment of Restricted Stock Award

This Agreement and Acknowledgment (the “Agreement”) between you and the Committee (the “Committee”) for the 1999 Chicago Bridge & Iron Long-Term Incentive Plan (the “Plan”) of Chicago Bridge & Iron Company, a Delaware corporation (the “Company”), states the terms of and your rights concerning the Restricted Stock Units (“Units”) hereby awarded to you pursuant to the Plan.

This Agreement is subject to the terms of the Plan (which is incorporated in this Agreement by this reference) which describes your rights and the conditions and limitations affecting those rights. Together, the Plan and this Agreement state all of the rights and obligations of the parties concerning this Restricted Stock Award. Unless defined otherwise, all capitalized terms used in this Agreement shall have the same meaning as used in the Plan.

The award represented by this Agreement is not valid unless you sign and return the Agreement and Acknowledgement on the last page.

Overview of Your Restricted Stock Units

Number of Restricted Stock Units Granted:

Date of Grant: ___________

Date(s) of Lapse of Period of Restrictions:

Other Terms and Conditions

1. Form of Award.

This is an award of Restricted Stock Units, with each Unit being a bookkeeping unit representing your right to be issued and to receive a common share (“Share”) of the Company’s parent, Chicago Bridge & Iron Company N.V. (“Parent”) upon the lapse of risks of forfeiture and restrictions on such Units during the Period of Restriction specified on page 1.

2. Termination of Employment.

If your employment with the Company or any of its Subsidiaries or affiliated companies terminates during the Period of Restriction, your Restricted Stock Units which are not then vested shall be forfeited as of the date of your termination of employment. Notwithstanding the foregoing, if that termination of employment is a result of death, Retirement (as defined below), Disability or dismissal for

the convenience of the Company (other than involuntary termination of employment for willful misconduct or gross negligence, as it may be determined at the sole discretion of the Committee) during the Period of Restriction, Restricted Stock Units shall vest and become nonforfeitable and the Period of Restrictions shall terminate.

For purposes of this Agreement, “Retirement” shall mean a termination of employment that is a “Retirement” as defined in the Plan but only if such a termination of employment also is (i) not the result of an involuntary termination of employment for willful misconduct or gross negligence, as may be determined at the sole discretion of the Committee, (ii) not to enable your taking employment with a company engaged in the engineering or design, materials procurement, fabrication, erection, repair, or modification of steel tanks or other steel plate structures and associated systems unless such employment has the prior written approval of the Committee, and (iii) upon advance written notice to the Committee and agreement on such terms and conditions which the Committee in its sole discretion deems appropriate to achieve a smooth transition of duties.

3. Dividends and Voting.

If during the Period of Restriction:

(a) cash dividends are paid on Shares, the Company will make an annual payment to you, in the form of compensation, in an amount equivalent to such cash dividends with respect to Shares represented by the Restricted Stock Units which have been awarded to you and which have not been forfeited, or, at the Company’s sole discretion, make such payments at the time such dividends are paid; and

(b) dividends in Shares are paid on Shares, you shall be credited with additional Restricted Stock Units in respect of such additional Shares, which shall be subject to the same restrictions and terms and conditions of the Plan and this Agreement as the Restricted Stock Units with respect to which they were credited.

You may not direct the voting of the Shares represented by the Restricted Stock Units during the Period of Restriction until the Shares have been issued and you are informed that voting rights have been passed through to you.

4. Unit Restrictions.

The Restricted Stock Units awarded under this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily, by operation of law or otherwise, until the applicable Date(s) of Lapse of Period of Restrictions. If any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Restricted Stock Units shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock Units, before the applicable Date(s) of Lapse of Period of Restrictions, all Units not previously vested shall be forfeited as of the date of such pledge, transfer, disposition, attachment, execution, garnishment or lien.

The Shares issued in respect of Restricted Stock Units granted under this Agreement shall be freely transferable by you on the applicable Date(s) of Lapse of Period of Restrictions specified above. The Company will deliver to you (or if you have died, to your Beneficiary), certificates for the Shares issued in respect of Units which have not been forfeited as soon as practicable after the Date(s) of Lapse of Period of Restrictions specified above.

5. Change in Control Vesting Not Applicable

Article 13 of the Plans (“Change in Control”) shall not apply to this Award. Accordingly, the restriction period and restrictions on this Restricted Stock Award shall not lapse by reason of any event that is a Change in Control.

6. Limitations of Other Law

In the event that applicable law of any jurisdiction may, as determined in the sole discretion of the Committee, limit, impede, restrict or prohibit any issuance of Restricted Stock Units pursuant to the Plan or this Agreement or any of their terms, then this Agreement shall, in the sole discretion of the Committee, be amended to the extent necessary, or rescinded, to comply with any such law.

7. Retention Options

If your Restricted Stock Shares or Units vest while you are actively employed by the Company or any of its Subsidiaries or affiliated companies, you shall automatically be granted Options (“Retention Options”) on the following terms and conditions to purchase a number of Shares of the Company’s common stock equal to 40% of the number of Restricted Stock Shares or Units that vest.

(a) The Option Grant Date is the date that the respective Restricted Stock vests. The Option Price is the closing price of the Shares on the Grant Date.

(b) The vested Restricted Stock Shares issuable to you are called the “Retention Shares.” If you have elected to have the Company retain Shares to cover required tax withholding, the net Shares issuable to you are the Retention Shares. The Retention Shares will be credited to an account set up for the participant at Salomon Smith Barney in Chicago.

(c) The Retention Options that have not terminated earlier as provided in subsection (d) will vest and become exercisable seven (7) years from Grant Date. However, vesting will be accelerated to three (3) years from Grant Date if as of that date all of the Retention Shares are still (and have continuously been) held by the you, except for the following permitted transfers:

(1) You may transfer of all or part of the Retention Shares by gift to a Permitted Transferee. For this purpose a “Permitted Transferee” is any one or more of (i) your spouse, (ii) your lineal descendants, (iii) your lineal ancestors, (iv) the spouses of your lineal descendants or lineal ancestors, (v) a trust all the beneficiaries of which are yourself or persons described in clauses (i) through (iv), or (vi) a family partnership all the partners of which, are yourself or persons described in clauses (i) through (iv). A Permitted Transferee need not retain the Retention Shares, but you will not be entitled to acceleration of exercise of your Retention Options if a Permitted Transferee disposes of the Retention Shares, other than by gift to another Permitted Transferee, before the third (3^rd) anniversary of the Date of Grant. The Committee may require transferred Retention Shares to be maintained in an account for the Permitted Transferee at Salomon Smith Barney.

(2) You or your Permitted Transferee may sell or otherwise dispose of the Retention Shares after a termination of your employment with the Company if, but only if, that termination of employment is a result of death, Retirement, Disability or dismissal for the convenience of the Company (other than involuntary termination of employment for willful

misconduct or gross negligence, as it may be determined at the sole discretion of the Committee) (a “Regular Termination”).

(d) The Retention Options will terminate 10 years from the Grant Date (the “Option Term”) and will terminate earlier upon or following certain terminations of employment with the Company or any of its Subsidiaries or affiliated Companies, depending on the circumstances of the termination of employment, as follows:

(1) If your employment terminates during the Option Term other than by a Regular Termination, your Retention Options (whether or not they have yet become exercisable under subsection (c)) will terminate on your termination of employment.

(2) If your employment terminates during the Option Term by a Regular Termination, your Retention Options that are not then vested and exercisable will be vested and will become exercisable after termination of employment as provided in subsection (c) above unless sooner terminated under (3), (4) and (5) below.

(3) If your employment terminates during the Option Term by reason of death, or Disability which does not qualify as Retirement, your Retention Options will terminate one year after the date of death or Disability (whether or not they have yet become exercisable under subsection (c)), but in no event later than the expiration of the Option Term;

(4) If your employment terminates during the Option Term by reason of Retirement, your Retention Options will terminate five years after the date of such Retirement (whether or not they have yet become exercisable under subsection (c)), but in no event later than the expiration of the Option Term;

(5) If your employment terminates during the Option Term due to dismissal for the convenience of the Company, other than an involuntary termination of employment for willful misconduct or gross negligence, as may be determined at the sole discretion of the Committee, your Retention Options will terminate three months after the date your employment terminates (whether or not they have yet become exercisable under subsection (c)), but in no event later than the expiration of the Option Term.

(e) You may exercise your Retention Options only in a manner and at a time in accordance with procedures adopted by the Committee in accordance with the Plan. During your lifetime, your Retention Options shall be exercisable only by you or your Permitted Transferee. You may not assign or transfer any interest in your Retention Options, whether voluntarily or involuntarily, by operation of law or otherwise, except by will or the laws of descent and distribution, or by designation of a beneficiary in accordance with the provisions of the Plan, or by gift to a Permitted Transferee in accordance with procedures approved by the Committee.

Please acknowledge your designation by the Committee to participate in the Plan and this Agreement, and your agreement to abide by the provisions of the Plan as amended and this Agreement, by signing below and returning a copy of the entire agreement including this page in the enclosed envelope to the attention of Sally Humphrey, Plainfield Human Resources by Friday, May 6, 2005.

Agreement and Acknowledgment

By signing a copy of this Agreement and returning it to Human Resources, I acknowledge that I have read the Plan, and that I fully understand all of my rights under the Plan, as well as all of the terms and conditions which may limit my eligibility to receive and to vest in Restricted Stock. Without limiting the generality of the preceding sentence, I understand that (1) my right to acquire Shares in respect of my Restricted Stock Units is conditioned upon my continued employment with Chicago Bridge & Iron Company or its eligible Subsidiaries or Affiliates through the end of the applicable Period of Restrictions as set forth above in this Agreement and the Plan.



		Participant

Date:_______________________