EXHIBIT 10.22
WILLBROS GROUP, INC.
SEVERANCE PLAN
---------------------------
(Effective January 1, 1999)
Introduction
The Board of Directors of Willbros Group, Inc. (the
"Company") recognizes that, as is the case with many publicly
held companies, there always exists the possibility of a change
in control of the Company. This possibility and the uncertainty
it creates may result in the loss or distraction of key employees
of the Company and its subsidiaries to the detriment of the
Company and its stockholders.
The Board considers the avoidance of such loss and
distraction to be essential to protecting and enhancing the best
interests of the Company and its stockholders. The Board also
believes that when a change in control is perceived as imminent,
or is occurring, the Board should be able to receive and rely on
disinterested service from key employees regarding the best
interests of the Company and its stockholders without concern
that such employees might be distracted by the personal
uncertainties and risks created by a change in control.
Accordingly, the Board has determined that appropriate steps
should be taken to assure the Company of the continued
employment, attention and dedication to duty of certain key
employees of the Company and its subsidiaries and to ensure the
availability of their continued service, notwithstanding the
possibility, threat or occurrence of a change in control. In
addition, the Board has determined that such key employees should
have protection in connection with certain involuntary
terminations of employment under change in control circumstances
and other situations.
In order to fulfill the above purposes, and recognizing that
designated participants shall be entitled to rely on the various
benefits described herein, the Board hereby adopts the Willbros
Group, Inc. Severance Plan, effective January 1, 1999.
ARTICLE 1. DEFINITIONS
1.1 Definitions. In addition to the terms defined
elsewhere herein, the following words and phrases, when used
herein with initial capital letters, shall have the following
respective meanings:
1.1.1 "Act" means the United States Securities and
Exchange Act of 1934, as amended.
1.1.2 "Annual Base Compensation" means the amount a
Participant is entitled to receive as wages or salary on an
annualized basis, excluding all bonus, overtime and
incentive compensation, payable by an Employer as
consideration for the Participant's services, as determined
on the date immediately preceding termination of employment,
except that, in the case of a termination of employment for
Good Reason, Annual Base Compensation shall be determined as
of the date immediately before the event which gave rise to
the Participant's right to terminate his employment and
collect a Severance Benefit.
1.1.3 "Board" means the Board of Directors of Willbros
Group, Inc.
1.1.4 "Change in Control" means and shall be deemed to
have occurred if (i) any Person, other than the Company or a
Related Party, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Company representing thirty
percent (30%) or more of the total voting power of all the
then outstanding Voting Securities, or (ii) any Person,
other than the Company or a Related Party, purchases or
otherwise acquires under a tender offer, securities
representing thirty percent (30%) or more of the total
voting power of all the then outstanding Voting Securities,
or (iii) the individuals (a) who as of the Effective Date
(with respect to the Company) constitute the Board or
(b) who thereafter are elected to the Board and whose
election, or nomination for election, to the Board was
approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors as
of the Effective Date (with respect to the Company) or whose
election or nomination for election was previously so
approved, cease for any reason to constitute a majority of
the members of the Board, or (iv) the stockholders of the
Company approve a merger, consolidation, recapitalization or
reorganization of the Company or an acquisition by the
Company, or any such transaction is consummated if stockholder
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approval is not obtained (other than any such
transaction which would result in the Voting Securities
outstanding immediately prior thereto continuing to
represent, either by remaining outstanding or by being
converted into voting securities of the surviving entity, at
least sixty percent (60%) of the total voting power
represented by the voting securities of the surviving entity
outstanding immediately after such transaction and in or as
a result of which the voting rights of each Voting Security
relative to the voting rights of all other Voting Securities
are not altered), or (v) the stockholders approve a plan of
complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially
all of the Company's assets, other than any such transaction
which would result in a Related Party owning or acquiring
more than fifty percent (50%) of the assets owned by the
Company immediately prior to the transaction, or (vi) the
Board or the appropriate committee thereof adopts a
resolution to the effect that a Change in Control has
occurred.
1.1.5 "Code" means the United States Internal Revenue
Code of 1986, as amended.
1.1.6 "Company" means Willbros Group, Inc. and any
successor thereto.
1.1.7 "Disability" means a physical or mental
incapacity of a Participant which substantially prevents the
Participant, after reasonable accommodation, from performing
the essential functions of his duties as they existed
immediately prior to a Change in Control on a full-time
basis for a period of six (6) calendar months out of any
twelve (12) consecutive calendar month period and which
could reasonably be expected to continue for a period of at
least eighteen (18) months following such twelve (12) month
period.
1.1.8 "Effective Date" means, the date, specified on
the signature page, that this Plan is to be effective;
provided, that if a Subsidiary adopts the Plan after the
date specified on the signature page, the Effective Date for
such Subsidiary and its Employees who are Participants shall
be the date specified in the document by which the
Subsidiary adopts the Plan.
1.1.9 "Employee" means an officer and employee of an
Employer.
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1.1.10 "Employer" means the Company or a
Subsidiary which has adopted the Plan pursuant to Article 4
hereof.
1.1.11 "ERISA" means the United States Employee
Retirement Income Security Act of 1974, as amended.
1.1.12 "Good Reason" means the occurrence,
within one (1) year following a Change in Control, of any of
the following events, unless the Participant has consented
thereto: (i) reduction of the Participant's Annual Base
Compensation by more than ten percent (10%), or
(ii) amendment or termination of any of the Incentive Plans
so as to provide for incentive opportunities and awards
significantly less favorable to the Participant than those
provided in the plan being amended.
1.1.13 "Incentive Plan" means any of the
Company's stock option plans, management incentive plans,
sales incentive plans and other incentive plans in existence
on the Effective Date or any additional or successor plans
in effect on or before the relevant date of termination and
providing substantially equivalent or better incentive
opportunities for Employees.
1.1.14 "Participant" means an Employee selected
for participation in the Plan pursuant to Section 2.1
hereof.
1.1.15 "Pension Plan" means the Willbros USA,
Inc. Pension Plan or any successor plan providing comparable
benefits.
1.1.16 "Person" shall have the meaning assigned
in the Act.
1.1.17 "Plan" means the Willbros Group, Inc.
Severance Plan.
1.1.18 "Potential Change in Control" means and
shall be deemed to have arisen if (i) the Company enters
into an agreement, the consummation of which would result in
the occurrence of a Change in Control, or (ii) any Person
(including the Company) publicly announces an intention to
take actions which if consummated would constitute a Change
in Control, or (iii) any Person, other than the Company or a Related
Party, files with the Federal Trade Commission a notification and
report form pursuant to the United States Hart-Scott-Rodino
Antitrust Improvements Act of 1976 with respect to
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any Voting Securities or a major portion of the
assets of the Company, or (iv) the Board or the appropriate
committee thereof adopts a resolution to the effect that,
for purposes of this Plan, a Potential Change in Control has
arisen. A Potential Change in Control shall be deemed to
continue (a) with respect to an agreement within the purview
of clause (i) of the preceding sentence, until the agreement
is canceled or terminated, or (b) with respect to an
announcement within the purview of clause (ii) of the
preceding sentence, until the Person making the announcement
publicly abandons the stated intention or fails to act on
such intention for a period of twelve (12) calendar months,
or (c) with respect to the filing of a notification and
report form within the purview of clause (iii) of the
preceding sentence with respect to Voting Securities, until
the Person involved publicly announces that its ownership or
acquisition of such Voting Securities is for investment
purposes only and not for the purpose of seeking a Change in
Control, or (d) with respect to any Potential Change in
Control, until a Change in Control has occurred or the Board
or the appropriate committee thereof, on reasonable belief
after due investigation, adopts a resolution that the
Potential Change in Control has ceased to exist.
1.1.19 "Related Party" means (i) a Subsidiary,
or (ii) an employee or group of employees of the Company or
any Subsidiary, or (iii) a trustee or other fiduciary
holding securities under an employee benefit plan of the
Company or any Subsidiary, or (iv) a corporation owned
directly or indirectly by the stockholders of the Company in
substantially the same proportion as their ownership of
stock of the Company.
1.1.20 "Severance Benefit" means the amounts
payable and benefits continued in accordance with
Section 3.3 hereof.
1.1.21 "Severance Administration Committee"
means the committee appointed by the Board to administer the
Plan.
1.1.22 "Subsidiary" means any corporation,
partnership, limited liability company or joint venture in
which the Company, directly or indirectly, holds a majority
of the voting power of such corporation's outstanding shares
of capital stock or a majority of the capital or profits
interests of such partnership, limited liability company or
joint venture.
1.1.23 "Voting Securities" means any securities
of the Company which carry the right to vote generally in
the election of directors.
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ARTICLE 2. ELIGIBILITY
2.1 Participation. An Employee shall be entitled to be a
Participant if he is selected for participation by the Board and
signs a letter any time prior to the time a Change in Control
occurs agreeing to the terms of the Plan, including, but not
limited to, the Plan provisions precluding the Participant from
competing with the Employers and their respective Subsidiaries
for specified periods following termination of employment.
2.2 Duration of Participation. A Participant shall cease
to be a Participant when he ceases to be an Employee, unless such
Participant is then entitled to payment of a Severance Benefit.
A Participant entitled to payment of a Severance Benefit shall
remain a Participant until the full amount of the Severance
Benefit has been paid to such Participant.
ARTICLE 3. SEVERANCE BENEFIT AND NONCOMPETITION
3.1 Right to Severance Benefit. Subject to the obligations
of each Participant under Section 3.5 hereof, a Participant shall
be entitled to receive a Severance Benefit from his Employer (or
the Company in accordance with Article 4 hereof) the
Participant's employment by the Employer shall terminate for any
reason specified in Subsection 3.2.1 hereof.
3.2 Termination of Employment.
3.2.1 Terminations Which Give Rise to a Severance
Benefit Under This Plan.
3.2.1.1 Except as set forth in Subsection 3.2.2
hereof, any involuntary termination of employment of a
Participant by action of the Employer prior to a
Change in Control (excluding any transfer to another
Employer) shall entitle the Participant to a Severance
Benefit under Subsection 3.3.1 hereof.
3.2.1.2 Except as set forth in Subsection 3.2.2
hereof, any termination of employment of a Participant
with an Employer by action of the Employer during a
Potential Change in Control or within three (3) years
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following a Change in Control (excluding any transfer
to another Employer) shall entitle the Participant to
a Severance Benefit under Subsection 3.3.2.
3.2.1.3 Any termination of employment of a
Participant with an Employer by the Participant for
Good Reason within one (1) year following a Change in
Control shall entitle the Participant to a Severance
Benefit under Subsection 3.3.3 hereof.
3.2.2 Terminations Which Do Not Give Rise to a
Severance Benefit Under This Plan. If a Participant's
employment with an Employer is terminated for cause (as
defined below), retirement (except as otherwise provided in
Subsection 3.3.4 hereof) or the sale of a business (as
defined below), the Participant shall not be entitled to a
Severance Benefit, regardless of the occurrence of a Change
in Control.
3.2.2.1 A "termination for cause" shall have
occurred when a Participant is terminated for
(i) willful failure by the Participant to
substantially perform his duties, other than any such
failure resulting from a Disability, which results in
a significantly adverse effect upon the Company or a
Subsidiary, (ii) gross negligence or willful
misconduct of the Participant which results in a
significantly adverse effect upon the Company or a
Subsidiary, or (iii) willful violation or disregard by
the Participant of any published policy of the Company
or his Employer which results in a significantly
adverse effect upon the Company or a Subsidiary.
3.2.2.2 A "termination due to the sale
of a business" shall have occurred when the Company or
Participant's Employer has sold or otherwise disposed
of a Subsidiary, branch or other business unit (or all
or substantially all of the assets thereof), in which
the Participant was employed before such sale or
disposition, to any Person, other than the Company or
a Related Party (except an employee or group of
employees of the Company or a Subsidiary), and the
Participant has been offered employment with the
acquiror of such Subsidiary, branch or unit on
substantially the same terms and conditions under
which he worked for his Employer. Such terms and
conditions shall include an agreement or plan binding
on such acquiror, providing that, upon any termination
of employment with the acquiror of the sort described
in Subsection 3.2.1 hereof within one (1) year after
such sale or disposition, the acquiror shall pay to the
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former Participant an amount equal to the Severance
Benefit that such former Participant would have
received under the Plan had he been a Participant
at the time of such termination. For purposes of this
Subsection 3.2.2.2, the acquiror's agreement or plan
must treat service with the Company, its Subsidiaries
and the acquiror as continuous service for purposes of
calculating any Severance Benefit.
3.3 Severance Benefit.
3.3.1 If a Participant's employment is terminated under
circumstances described in Subsection 3.2.1.1 hereof, the
Participant's Employer shall pay such Participant without
the necessity of a claim being made under Section 7.8
hereof, within sixty (60) business days after the date such
termination takes effect, an amount equal to one hundred
percent (100%) of the Participant's Annual Base
Compensation.
3.3.2 If a Participant's employment is terminated under
circumstances described in Subsection 3.2.1.2 hereof, the
Participant's Employer shall pay such Participant, without
the necessity of a claim being made under Section 7.8
hereof, within ten (10) business days after the date such
termination takes effect, an amount equal to: (i) three
hundred percent (300%) of the average of the Participant's
W-2 compensation during the five (5) calendar years prior to
the Change in Control (provided that, if the Participant
does not work for an Employer during all of the five (5)
year period, the average annual W-2 compensation for his
period of employment with an Employer shall be used) less
eight and 33/100 percent (8.33%) of such average annual W-2
compensation for each month the Participant's age exceeds 62
years at the date of termination; and (ii) if and only if
such Participant has attained age fifty-five (55) and
qualified for early retirement under the Pension Plan, the
Special Retirement Benefit (as defined in Section 3.4.1
hereof).
3.3.3 If a Participant's employment is terminated under
circumstances described in Subsection 3.2.1.3 hereof, the
Participant's Employer shall pay such Participant, without
the necessity of a claim being made under Section 7.8
hereof, within ten (10) business days after the date such
termination takes effect, an amount equal to: (i) two
hundred percent (200%) of the average of the Participant's
W-2 compensation during the five (5) calendar years prior to
the Change in Control (provided that, if the Participant
does not work for an Employer during all of the five (5)
year period, the average annual W-2 compensation for his
period of employment with an Employer shall
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be used) less eight and 33/100 percent (8.33%) of such average
annual W-2 compensation for each month the Participant's age
exceeds 63 years at the date of termination; and (ii) if and
only if such Participant has attained age fifty-five (55) and
qualified for early retirement under the Pension Plan, the
Special Retirement Benefit (as defined in Section 3.4.2
hereof).
3.3.4 The Severance Benefit shall be payable in
addition to, and not in lieu of, all other accrued or vested
or earned but deferred compensation, rights, options and
other benefits which may be owed to a Participant following
termination (which are not contingent on any Change in
Control preceding such termination), including but not
limited to accrued vacation or sick pay, amounts or benefits
payable under any bonus or other compensation plans, any
life insurance plan, health plan, disability plan, or any
similar or successor plans.
3.3.5 If the Participant is eligible under the terms of
the Pension Plan for "early retirement" (as such term is
used in the Pension Plan), the Participant may elect such
"early retirement" in connection with a termination under
Subsection 3.2.1.1, 3.2.1.2 or 3.2.1.3 hereof without
prejudice to the Participant's entitlement to any payments
and benefits provided for under this Section 3.3.
3.3.6 The Participant shall not be required to mitigate
damages or the amount of his Severance Benefit by seeking
other employment or otherwise, nor shall the amount of his
Severance Benefit be reduced by any compensation earned by
the Participant as a result of employment after his
termination of employment with an Employer; provided,
however, that if a Participant accepts employment with an
Employer during the period beginning on the date of
termination and ending on the last day of the thirty-sixth
(36th) month thereafter, any compensation the Participant
receives from such Employer during such period (less any
taxes withheld) shall be paid by the Participant to the
Employer which paid the Severance Benefit.
3.3.7 This Plan is intended to be a welfare plan under
Section 3(1) of ERISA, and if this Plan were found to be a
pension plan under Section 3(2) of ERISA, the Plan is
intended to qualify as a plan maintained for the purpose of
providing deferred compensation for a select group of
management or highly compensated employees, within the
meaning of Sections 201(2), 301(3) and 401(a)(1) of ERISA.
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3.4 Special Retirement Benefit.
3.4.1. For purposes of Subsection 3.3.2 hereof,
the term "Special Retirement Benefit" means an amount
calculated such that, when added to any benefits payable to
the Participant under the Pension Plan and the Willbros USA,
Inc. Executive Benefit Restoration Plan (collectively, the
"Other Retirement Benefits"), the total retirement benefits
the Participant receives from the Employer will at least
equal the amount which the aggregate of the Other Retirement
Benefits would have been if the Participant retired on a
date three (3) years following the date of his termination
of employment with the relevant Employer or at age 65,
whichever is earlier, and the Percentage of Early Pension
Payable (as described in the Pension Plan) was calculated
using a discount percent per year not exceeding one and one-
half percent (1-1/2%) from age sixty-five (65). For
purposes of calculating the Special Retirement Benefit and
the Other Retirement Benefits under this Agreement, the
following will apply:
(i) The Participant will be deemed to
have continued his employment for a three (3)
year period beginning on the date of his
termination, or until age 65, whichever is less,
at his base salary in effect on the date of
termination; and
(ii) The Participant will be deemed to
have received compensation under the Incentive
Plan (or a similar successor incentive plan) for
each year of such deemed employment continuation
in an amount equal to the average annual
incentive payment earned under the Incentive
Plan for the three (3) full calendar years
preceding his termination of employment.
3.4.2 For purposes of Subsection 3.3.3 hereof, the term
"Special Retirement Benefit" means an amount calculated such
that, when added to any benefits payable to the Participant
under the Pension Plan and the Willbros USA, Inc. Executive
Benefit Restoration Plan (collectively, the "Other
Retirement Benefits"), the total retirement benefits the
Participant receives from the Employer will at least equal
the amount which the aggregate of the Other Retirement
Benefits would have been if the Participant retired on a
date two (2) years following the date of his termination
of employment with the relevant Employer or at
age 65, whichever is earlier, and the Percentage of
Early Pension Payable (as described in the Pension
Plan) was calculated using a discount
10
percent per year not exceeding one and one-half percent
(1-1/2%) from age sixty-five (65). For purposes of
calculating the Special Retirement Benefit and the Other
Retirement Benefits under this Agreement, the following
will apply:
(i) The Participant will be deemed to
have continued his employment for a two (2) year
period beginning on the date of his termination,
or until age 65, whichever is less, at his base
salary in effect on the date of termination; and
(ii) The Participant will be deemed to
have received compensation under the Incentive
Plan (or a similar successor incentive plan) for
each year of such deemed employment continuation
in an amount equal to the average annual
incentive payment earned under the Incentive
Plan for the two (2) full calendar years
preceding his termination of employment.
3.5 Non-Competition.
3.5.1 In consideration for any severance payments under
Subsection 3.3.1 hereof, each Participant agrees that, for a
period of twelve (12) months after his termination of
employment, he will not compete, directly or indirectly,
with the businesses being conducted by the Employers (and
their respective Subsidiaries) on the date of his
termination of employment in the countries where the
Employers (and their respective Subsidiaries) are then
conducting business.
3.5.2 In consideration for any severance payments under
Subsection 3.3.2 or 3.3.3 hereof, and Section 3.4 hereof, if
applicable, each Participant agrees that, for a period of
twenty-four (24) months after his termination of employment,
he will not compete, directly or indirectly, with the
businesses being conducted by the Employers (and their
respective Subsidiaries) on the date of his termination of
employment in the countries where the Employers (and their
respective Subsidiaries) are then conducting business.
3.5.3 In the event a Participant terminates his
employment or retires during the term of this Agreement
under circumstances where he is not entitled to payments
under Subsection 3.3.1 or 3.3.2 hereof, an Employer may, by
written notice provided to
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Participant on or within thirty (30) days after the
effective date of Participant's termination, elect to
require Participant to comply with the non-competition
provisions of this Subsection 3.5.3. If an Employer
provides such notice, Participant, for a period of
one (1) year from the date of his termination or retirement,
will not compete, directly or indirectly, with the
businesses being conducted by the Employers (and their
respective Subsidiaries) on the date of such termination or
retirement in the countries where the Employers (and their
respective Subsidiaries) are then conducting business, and
the Employers will pay Participant on the first business day
of each month during such one (1) year non-compete period an
amount equal to one twenty-fourth (1/24) of Participant's
Annual Base Compensation in effect on Participant's date of
termination or retirement. Such payments shall be regarded
solely as consideration for Participant's compliance with
the requirements of this Subsection 3.5.3 and shall not
constitute salary or severance pay. Notwithstanding the
foregoing, if an Employer requires a Participant to comply
with the non-competition provisions hereof, a Participant
shall not be prohibited from owning (other than in a
managerial capacity) up to ten percent (10%) of the publicly
traded stock of a corporation trading on a recognized
securities exchange or in an over-the-counter market, which
corporation is in competition with any of the Employers (or
any of their respective Subsidiaries). It is expressly
understood and agreed that the Employers and each
Participant consider the restrictions contained in this
Subsection 3.5.3 to be reasonable and necessary for the
purposes of preserving and protecting the goodwill and
proprietary information of the Employers (and their
respective Subsidiaries). The provisions of this Subsection
3.5.3 shall survive expiration or termination of this
Agreement.
ARTICLE 4. PARTICIPATING EMPLOYERS
This Plan may be adopted by any Subsidiary. Upon such
adoption, the Subsidiary shall become an Employer and the
provisions of the Plan shall be fully applicable to the Employees
of that Subsidiary who are designated Participants by the Board.
This Plan establishes and vests in each Participant a contractual
right to the relevant benefits hereunder, enforceable by the
Participant against his Employer. The Company agrees
unconditionally to guarantee the performance by, and obligation
of, each Employer under the Plan.
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ARTICLE 5. SUCCESSOR TO EMPLOYER
This Plan shall bind any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) which
becomes such after a Change in Control of the Company has
occurred to all or substantially all of the business and/or
assets of any Employer in the same manner and to the same extent
that the Employer would be obligated under this Plan if no
succession had taken place. In the case of any transaction in
which a successor (which becomes such after a Change in Control
of the Company has occurred) would not by the foregoing provision
or by operation of law be bound by this Plan, the Employer shall
require such successor expressly and unconditionally to assume
and agree to perform the Employer's obligations under this Plan,
in the same manner and to the same extent that the Employer would
be required to perform if no such succession had taken place.
The terms "Company" and "Employer," as used in this Plan, shall
mean the Company or an Employer, respectively, as hereinbefore
defined and any successor or assignee to the business or assets
which by reason hereof becomes bound by this Plan.
ARTICLE 6. DURATION AND AMENDMENT
6.1 Duration. The Plan shall continue for a period of five
(5) years from the Effective Date.
6.2 Amendment. The Plan may not be amended except for: (i)
an amendment that increases the benefits payable under the Plan
or otherwise constitutes a bona fide improvement of a
Participant's rights under the Plan, or (ii) an amendment which
decreases the benefits of a Participant that is consented to in
writing by such Participant.
ARTICLE 7. ADMINISTRATION
7.1 Fiduciaries. Under certain circumstances, the Board or
the Severance Administration Committee may be determined by a
court of law to be a fiduciary with respect to a particular
action under the Plan. As authorized by ERISA, to prevent any
two parties to the Plan from being deemed co-fiduciaries with
respect to a particular function, the Plan is intended, and
should be construed, to allocate to each party to the Plan only
those specific powers, duties, responsibilities, and obligations
as are specifically granted to it under the Plan.
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7.2 Allocation of Responsibilities.
7.2.1 Board of Directors. The Board shall have
exclusive authority and responsibility for:
(i) The amendment or termination of
this Plan in accordance with Section 6.2 hereof;
and
(ii) The delegation to the Severance
Administration Committee of any authority and
responsibility reserved herein to the Board.
7.2.2 Severance Administration Committee. The
Severance Administration Committee shall serve as plan
administrator and shall have exclusive authority and
responsibility for those functions set forth in Section 7.3
hereof, in other provisions of this Plan, and in provisions
of a trust used to pay benefits under this Plan.
7.3 Provisions Concerning the Severance Administration
Committee.
7.3.1 Membership and Voting. The Severance
Administration Committee shall serve as plan administrator.
The Severance Administration Committee shall consist of not
less than three (3) members. The Severance Administration
Committee shall act by a majority of its members at the time
in office, and such action may be taken by a vote at a
meeting, in writing without a meeting, or by telephonic
communications. Attendance at a meeting, in person or by
telephone, shall constitute waiver of notice thereof. A
member of the Severance Administration Committee who is a
Participant of the Plan shall not vote on any question
relating specifically to such Participant. Any such action
shall be voted or decided by a majority of the remaining
members of the Severance Administration Committee. The
Severance Administration Committee shall designate one of
its members as the Chairman and shall appoint a Secretary
who may, but need not, be a member thereof. The Severance
Administration Committee may appoint from its members such
subcommittees with such powers as the Severance
Administration Committee shall determine.
7.3.2 Duties of the Severance Administration Committee.
The Severance Administration Committee shall administer the
Plan in accordance with its terms and shall have all the
powers necessary to carry out such terms. The Severance
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Administration Committee shall execute any certificate,
instrument or other written direction on behalf of the Plan
and may make any payment on behalf of the Plan. All
interpretations of the Plan, and questions concerning its
administration and application, shall be determined by the
Severance Administration Committee (or its delegate). The
Severance Administration Committee may appoint such
accountants, counsel, specialists, and other persons as it
deems necessary or desirable in connection with the
administration of the Plan. Such accountants and counsel
may, but need not, be accountants and counsel for the
Company or a Related Party.
7.4 Delegation of Responsibilities; Bonding.
7.4.1 Delegation and Allocation. The Board and the
Severance Administration Committee, respectively, shall have
the authority to delegate or allocate, from time to time, by
a written instrument, all or any part of their
responsibilities under the Plan to such person or persons as
each may deem advisable and in the same manner to revoke any
such delegation or allocation of responsibility. Any action
of a person in the exercise of such delegated or allocated
responsibility shall have the same force and effect for all
purposes hereunder as if such action had been taken by the
Board or the Severance Administration Committee, as the case
may be. Neither the Company, any Employer, the Board, the
Severance Administration Committee nor any member thereof
shall be liable for any acts or omissions of any such
person, who shall periodically report to the Board or the
Severance Administration Committee, as applicable,
concerning the discharge of the delegated or allocated
responsibilities.
7.4.2 Bonding. The members of the Severance
Administration Committee shall serve without bond (except as
expressly required by federal law) and without compensation
for their services as such.
7.5 No Joint Fiduciary Responsibilities. This Plan is
intended to allocate to each named fiduciary the individual
responsibility for the prudent execution of the functions
assigned to it, and none of such responsibilities and no other
responsibility shall be shared by two or more of such named
fiduciaries unless such sharing is provided for by a specific
provision of the Plan. Whenever one named fiduciary is required
herein to follow the directions of another named fiduciary, the
two named fiduciaries shall not be deemed to have been assigned a
shared responsibility, but the responsibility of a named
fiduciary receiving such directions shall be to follow them
insofar as such instructions are on their face proper under
applicable law.
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7.6 Information to be Supplied by Employer. Each Employer
shall provide to the Severance Administration Committee or its
delegate such information as it shall from time to time need in
the discharge of its duties.
7.7 Fiduciary Capacity. Any person or group of persons may
serve in more than one fiduciary capacity with respect to the
Plan.
7.8 Claims Procedure.
7.8.1 Initial Claim for Benefits. Each Participant or
beneficiary of a Participant may submit a claim for benefits
to the Severance Administration Committee (or to such other
person as may be designated by the Severance Administration
Committee) in writing in such form as is permitted by the
Severance Administration Committee. A Participant shall
have no right to seek review of a denial of benefits, or to
bring any action in any court to enforce a claim for
benefits prior to his filing a claim for benefits and
exhausting his rights to review under Subsections 7.8.1 and
7.8.2 hereof.
When a claim for benefits has been filed properly, such
claim for benefits shall be evaluated and the claimant shall
be notified of the approval or the denial within ninety (90)
days after the receipt of such claim unless special
circumstances require an extension of time for processing
the claim. If such an extension of time for processing is
required, written notice of the extension shall be furnished
to the claimant prior to the termination of the initial
ninety (90) day period which shall specify the special
circumstances requiring an extension and the date by which a
final decision will be reached (which date shall not be
later than one hundred and eighty (180) days after the date
on which the claim was filed). A claimant shall be given a
written notice in which the claimant shall be advised as to
whether the claim is granted or denied, in whole or in part.
If a claim is denied, in whole or in part, the claimant
shall be given written notice which shall contain (a) the
specific reasons for the denial, (b) references to pertinent
plan provisions upon which the denial is based, (c) a
description of any additional material or information
necessary to perfect the claim and an explanation of why
such material or information is necessary, and (d) the
claimant's rights to seek review of the denial.
7.8.2 Review of Claim Denial. If a claim is denied, in
whole or in part, the claimant shall have the right to
request that the Severance Administration Committee
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review the denial, provided that the claimant files a written
request for review with the Severance Administration
Committee within sixty (60) days after the date on which the
claimant received written notification of the denial. A
claimant (or his duly authorized representative) may review
pertinent documents and submit issues and comments in
writing to the Severance Administration Committee. Within
sixty (60) days after a request for review is received, the
review shall be made and the claimant shall be advised in
writing of the decision on review, unless special
circumstances require an extension of time for processing
the review, in which case the claimant shall be given a
written notification within such initial sixty (60) day
period specifying the reasons for the extension and when
such review shall be completed (provided that such review
shall be completed within one hundred and twenty (120) days
after the date on which the request for review was filed).
The decision on review shall be forwarded to the claimant in
writing and shall include specific reasons for the decision
and references to plan provisions upon which the decision is
based. If a claimant shall fail to file a request for
review in accordance with the procedures herein outlined,
such claimant shall have no rights to review and shall have
no right to bring action in any court and the denial of the
claim shall become final and binding on all persons for all
purposes.
ARTICLE 8. MISCELLANEOUS
8.1 Payment Obligations Absolute. Each Employer's
obligation to pay any amounts or to provide benefits continuation
or any other benefits described in Section 3.3 hereof shall be
absolute and unconditional and shall not be affected by any
circumstances, including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which the
Company or any of its Subsidiaries may have against any
Participant.
8.2 Indemnification. If a Participant institutes any legal
action in seeking to obtain or enforce, or is required to defend
in any legal action the validity or enforce ability of, any right
or benefit provided by the Plan, his Employer shall, if the
Participant prevails in such action, pay for all reasonable legal
fees and expenses incurred by such Participant.
8.3 Employment Status. The Plan does not constitute a
contract of employment or impose on the Participant or the
Participant's Employer any obligation to retain the Participant
as an Employee, any restriction on changing the status of the
Participant's employment, or any restriction on changing the
policies of the Company or its Subsidiaries regarding termination
of employment.
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8.4 Validity and Severability. The invalidity or
unenforceability of any provision of the Plan shall not affect
the validity or enforceability of any other provision of the
Plan, which shall remain in full force and effect, and any
prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
8.5 Governing Law. The validity, interpretation,
construction and performance of the Plan shall in all respects be
governed by the laws of the United States and, to the extent not
preempted by such laws, by the laws of the State of Delaware,
without regard to choice of law principles.
8.6 Withholding and Payment of Taxes. The Company or the
Subsidiaries may withhold from any amounts payable under the Plan
all federal, state, local and/or other taxes as shall be legally
required. In addition, each Participant shall be solely
responsible for the payment of all income, excise and other taxes
which are individually levied on him by any taxing authority with
respect to any amount paid to such Participant under the Plan.
8.7 Obligations Unfunded. All benefits due a Participant
under the Plan are unfunded and unsecured and are payable out of
the general funds of the Employers. One or more Employers may
establish a "grantor trust" for the payment of benefits and
obligations hereunder, the assets of which shall be at all times
subject to the claims of creditors as provided for in such trust.
8.8 Construction. For purposes of the Plan, the following
rules of construction shall apply:
8.8.1 No act or failure to act on a Participant's part
shall be considered "willful" unless done or omitted to be
done by the Participant not in good faith and without
reasonable belief that such act or omission was in the best
interest of the Company or a Subsidiary.
8.8.2 The word "or" is disjunctive but not necessarily
exclusive.
8.8.3 Words in the singular include the plural; words
in the plural include the singular; and words in the neuter
gender include the masculine and feminine genders and words
in the masculine or feminine gender include the other and
neuter genders.
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The Plan has been adopted by the Company to be effective as
of the 1st day of January, 1999.
WILLBROS GROUP, INC.
/s/ Larry J. Bump
By: ---------------------------
Larry J. Bump
Chairman of the Board and
Chief Executive Officer
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