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Exhibit 10.5
AMENDMENT AND RESTATEMENT
OF
CHICAGO BRIDGE & IRON COMPANY
MANAGEMENT DEFINED CONTRIBUTION PLAN
Chicago Bridge & Iron Company N.V., a Netherlands company, acting by
and through its sole Managing Director, Chicago Bridge & Iron Company B.V., a
Netherlands company, acting by and through its duly authorized and acting
Managing Director, pursuant to Article X of the Chicago Bridge & Iron Company
Management Defined Contribution Plan (the "Plan") hereby amends and restates the
Plan effective September 1, 1999, as follows:
MANAGEMENT DEFINED CONTRIBUTION PLAN
(as amended and restated effective September 1, 1999)
Preamble
1. This Plan, effective March 26, 1997 and amended and restated
effective September 1, 1999, shall be known as the CHICAGO BRIDGE & IRON COMPANY
MANAGEMENT DEFINED CONTRIBUTION PLAN (the "Plan"). The object of the Plan is to
provide certain select management employees of Chicago Bridge & Iron Company
N.V. (the "Company") and its subsidiaries with an ownership interest in the
equity of the Company.
2. The Plan is not intended to be qualified under Section 401(a) of
the Internal Revenue Code.
3. Each Part B Participant (as defined in Article I) has consented to
this amendment and restatement of the Plan. This amendment and restatement of
the Plan does not adversely affect, reduce or otherwise impair the rights of any
Part A Participant (as defined in Article I).
ARTICLE I
Definitions
Section 1.1 "Beneficiary" shall mean the person or persons (including
a trust or estate) who are entitled to receive any benefit payable hereunder by
reason of the death of a Participant, as designated pursuant to Section 11.1.
Section 1.2 "Board" shall mean the Managing Director of the Company.
Section 1.3 "Change of Control" shall mean any one or more of the
following:
(i) any "person" or "group" of persons (as such terms are used
in Section 13(d) of the Exchange Act), other than the Company, any
majority-owned subsidiary of
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the Company, or any employee benefit plan (or related trust) of the
Company or any such subsidiary, becomes the "beneficial owner" (as
such term is used in Section 13 of the Exchange Act) of 25% or more of
the total voting power of the Company's outstanding securities;
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(ii) the consummation of:
(A) any merger or other business combination of the
Company with or into another company pursuant to which the
shareholders of the Company do not own, immediately after such
consummation, more than 50% of the voting power and the value
of the stock of the surviving corporation in substantially the
same respective proportions as their ownership of the common
stock of the Company immediately prior to such consummation,
or
(B) the sale, exchange or other disposition of all or
substantially all of the assets of the Company; or
(iii) if, during any period of two years or less, individuals
who at the beginning of such period constituted the Supervisory Board
of the Company, cease for any reason to constitute at least a majority
thereof; provided that any new member of the Supervisory Board who is
appointed or nominated for election to the Supervisory Board:
(A) with the approval of at least 75% of the other
members then still in office who were members at the beginning
of the period and
(B) other than in connection with an actual or
threatened election contest or solicitation of proxies
shall be treated as though having been a member at the beginning of
such period.
Section 1.4 "Code" shall mean the Internal Revenue Code of 1986, as
amended.
Section 1.5 "Committee" shall mean the committee appointed in
accordance with Section 8.1.
Section 1.6 "Company" shall mean Chicago Bridge & Iron Company N.V.
Section 1.7 "Distribution Date" shall mean any date on which a
Participant receives a dividend distribution with respect to Stock held in his
Stock Account.
Section 1.8 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
Section 1.9 "Effective Date" shall mean March 26, 1997.
Section 1.10 "Employee" shall mean each officer and each other key
employee of any Employer or any of its majority-owned subsidiaries.
Section 1.11 "Employer" shall mean the Company and any successor to
the Company, and its majority-owned subsidiaries.
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Section 1.12 "Part A Participant" --see Section 1.14.
Section 1.13 "Part B Participant" -- see Section 1.14.
Section 1.14 "Participant" shall mean any Employee who is designated
as a Participant by the Committee pursuant to Article II. Each Participant shall
be a "Part A Participant" except that each of Gerald M. Glenn and Timothy J.
Wiggins shall be a Part B Participant effective upon his consent to the
application to him of Section 6.2 or 6.3, respectively
Section 1.15 "Plan" shall mean this Chicago Bridge & Iron Company
Management Defined Contribution Plan, as described herein and as hereinafter
amended.
Section 1.16 "Plan Year" shall mean any calendar year or part thereof
beginning on the Effective Date.
Section 1.17 "Stock" shall mean the class of the Company's common
stock that has the highest voting rights and dividend rights of any class of
common stock of the Company.
Section 1.18 "Stock Account" shall mean a separate account to which is
credited a Participant's interest in Stock held in Trust A or Trust B, as
applicable to such Participant.
Section 1.19 "Termination of Employment" shall mean (a) the
resignation of an Employee for any reason, (b) the dismissal of an Employee for
any reason, or (c) the death, retirement or Total Disability of an Employee.
Section 1.20 "Totally Disabled" or "Total Disability" shall mean a
mental or physical condition of a Participant which the Committee, on the basis
of a report of a physician acceptable to the Committee and selected by the
Participant (or in the absence of such report on the basis of information
satisfactory to it), finds to be a permanent condition which renders such member
unfit to perform the duties of an Employee, as such duties shall have been
determined by the Company. Any determination of whether a Participant is Totally
Disabled shall be made under rules uniformly applied to all Participants.
Section 1.21 "Trust" shall mean the Chicago Bridge & Iron Company
Management Defined Contribution Plan Trust A ("Trust A") or the Chicago Bridge &
Iron Company Management Defined Contribution Plan Trust B ("Trust B"), as
created by a trust agreement of even date herewith between the Employer and the
Trustee.
Section 1.22 "Trustee" shall mean any one or more corporations or
individuals who shall accept the appointment as Trustee to execute the duties of
the Trustee under the Trust or Trusts as specifically set forth in the trust
agreement between the Trustee and the Company.
Section 1.23 "Unallocated Stock Account" shall mean a separate account
established under Section 4.1 to which is credited (i) Stock that is not
allocated to the Stock Account of any Participant and (ii) dividend
distributions received with respect to such unallocated Stock.
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ARTICLE II
Eligibility and Participation
Each Employee designated by the Committee shall be a Participant in
the Plan from the date on which he is so designated until the earlier of (i) his
Termination of Employment or (ii) the date he receives a distribution of all of
the Stock in his Stock Account.
ARTICLE III
Contributions
The Employer has established both Trusts and has contributed an
aggregate of 925,670 shares of Stock to the Trusts as of the Effective Date. The
Employer may contribute additional shares of Stock to one or both of the Trusts
from time to time at its sole discretion. Stock contributions shall initially be
credited to the Unallocated Stock Account, unless the Committee shall otherwise
direct that any such Stock shall be allocated directly to the Stock Account of
one or more Participants.
ARTICLE IV
Allocation of Contributions
Section 4.1 Establishment of Accounts. The Committee shall establish
and maintain a Stock Account and related records in the name of each
Participant, and a separate account (the Unallocated Stock Account) to which any
contribution made without specific allocation and any forfeitures of Stock
occurring under Article VII by reason of a Participant's voluntary termination
of employment or involuntary termination of employment for willful misconduct or
gross negligence shall be credited pending allocation to Participants. The Stock
Accounts of Part A Participants and the related Unallocated Stock Account shall
be held in Trust A. The Stock Accounts of Part B Participants and the related
Unallocated Stock Account shall be held in Trust B.
Section 4.2 Allocations to Participants' Accounts. The Committee shall
designate the number of shares of Stock allocable to the Stock Account of each
Participant at the time it designates an Employee as a Participant. The number
of shares (if any) so allocated from an Unallocated Stock Account to the Stock
Account of a Participant shall be subtracted from the Part A Unallocated Stock
Account (in the case of a Part A Participant) or the Part B Unallocated Stock
Account (in the case of a Part B Participant). Any dividends paid on such Stock
prior to its allocation from an Unallocated Stock Account to the Participant's
Stock Account shall also be credited to such Participant's Stock Account.
Notwithstanding the foregoing, any Stock remaining in the Part A Unallocated
Stock Account or the Part B Unallocated Stock Account as of the last day of each
Plan Year (whether due to unallocated contributions or forfeitures) and any
dividends paid on Stock credited to such Unallocated Stock Account shall, as to
forfeitures occurring under Article VII by reason of a Participant's voluntary
termination of employment or
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involuntary termination of employment for willful misconduct or gross
negligence, be allocated during such Plan Year to the successor of the
Participant whose Stock has been forfeited, in such amount as the Committee
shall deem appropriate in its sole discretion, and any remaining Stock forfeited
under Article VII by reason of a Participant's voluntary termination of
employment or involuntary termination of employment for willful misconduct or
gross negligence and all unallocated contributions of Stock and such dividends
shall be allocated (with the total such amounts being allocated in proportion to
the aggregate of all such Part A and Part B Stock Accounts) among the Stock
Accounts of all Part A Participants and all Part B Participants who are
Employees of the Employer on the last day of such Plan Year in the proportion
that each such Participant's Stock Account bears to the total of all such
Participants' Stock Accounts. For purposes of determining the total of all
Participants' Stock Accounts, no distinction shall be made between the Stock
Accounts of Part A Participants held in Trust A and the Stock Accounts of Part B
Participants held in Part B, and the creation of Trust A and Trust B shall not
itself be deemed to create a forfeiture or an unallocated Stock Account not
previously existing.
Section 4.3 Voting or Tender of Stock. Each Participant shall be
entitled to direct the Trustee on a confidential basis, according to a process
which the Committee shall prescribe and for which it shall be responsible and
the Company bears all costs, as to the manner in which voting rights will be
exercised with respect to any corporate matter which involves the voting of such
shares allocated to the Participant's Stock Account, or as to the tender and
exchange of such shares in response to any offer made for such shares. Any
shares held in a Participant's Stock Account which may be voted, tendered and
exchanged at the direction of such Participant in accordance with the
immediately preceding sentence with respect to which the Trustee does not
receive voting directions shall not be voted, tendered or exchanged.
Section 4.4 Dividends. Any cash dividends on shares of Stock allocated
to a Participant's Stock Account, including any amount advanced by the Company
in anticipation of a refund of Netherlands withholding taxes relating to such
dividends, regardless whether such amounts constitute employee compensation,
shall be paid or distributed (i) by the Trustee if received by the Trustee, or
(ii) by the Company or its agent directly on behalf of the Trustee if not
received by the Trustee, to such Participant no later than ten (10) days
following the end of the calendar quarter in which such dividend is paid.
Section 4.5 Refund of Netherlands Withholding Taxes. In the event
amounts were advanced by the Company in anticipation of a refund on withholding
taxes relating to dividends, the Trustee shall remit to the Company, promptly
upon receipt thereof, any withholding tax refund amount subsequently received by
the Trustee from the Company's transfer agent or other payor thereof. Neither
the Plan nor any Trust shall be charged with interest on any such advances.
Section 4.6 Adjustment for FICA Medicare Tax on Part B Participants.
To the extent that the tax imposed by Section 3101(b) of the Code (the "FICA
Medicare Tax") is imposed on a Part B Participant upon vesting of his Stock
Account under Article VII prior to distribution of his Stock Account under
Article VI, his Stock Account shall be reduced by that number of shares equal to
the greatest whole number of shares having a fair market value for federal
income tax purposes on the date on which such vesting occurs that is less than
or equal to the FICA Medicare Tax, and such number of whole shares shall be
deemed withheld in payment of such
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FICA Medicare Tax; provided, however, that in lieu of such reduction a Part B
Participant may elect by written notice to the Company at least sixty (60) days
before the date of such vesting, with respect to all (but not less than all) of
such FICA Medicare Tax: (i) to have such FICA Medicare Tax withheld from other
amounts due the Participant from the Company, or (ii) to pay such FICA Medicare
Tax to the Company in cash (in which event the Company shall give the
Participant written notice of the amount of such FICA Medicare Tax and the
Participant shall pay such amount to the Company on or before the later of the
date of such vesting or the fifth day after such notice).
ARTICLE V
Account Valuations and Adjustments
Section 5.1 Adjustments for Net Changes in Stock Accounts. In the
event of a Stock split, Stock dividend, combination of shares, or any other
change or exchange for other securities by reclassification, reorganization,
merger, consolidation, recapitalization or otherwise, the Stock credited to any
Stock Account (including the Unallocated Stock Account) shall be appropriately
adjusted to reflect such event(s) and the rights of each Participant to any new,
additional, or different shares of stock or securities resulting from such
event(s) in as nearly as practicable the same manner as such event(s) affect(s)
Stock held by stockholders of the Company generally. If and when any event(s)
described in the preceding sentence occur, all Plan provisions shall apply to
such new, additional, or different shares or securities.
Section 5.2 Treatment of Expenses. All expenses incurred by the
Committee and the Trustee in connection with administering Plan and the Trust
shall be paid by Employer. Any taxes on the Trust related to income credited to
or attributable to the payment of cash dividends, or other adjustments to, Stock
Accounts described in Section 5.1 shall be paid from the assets of the Trust and
charged against the Stock Account to which the income is allocated as though it
were payable directly to the Participant.
ARTICLE VI
Distribution
Section 6.1 Part A Participants. Within thirty (30) days after the
date on which a Part A Participant becomes vested in his Stock Account pursuant
to Article VII, the Committee shall, except as otherwise provided herein, direct
the Trustee of Trust A to release to the Committee and the Committee shall
distribute to such Participant (or, if applicable, his Beneficiary) all amounts
and all shares of Stock credited to such Participant's Stock Account.
Section 6.2 Part B Participants-Glenn. If Gerald M. Glenn consents to
the application to him of this Section 6.2 and his Stock Account is held in
Trust B, the Trustee of Trust B shall distribute and release to the Committee
and the Committee shall distribute to Mr. Glenn (or if applicable, his
Beneficiary) all vested amounts and all vested shares of Stock credited to his
Stock Account on the earliest to occur of (i) the first business day after his
Termination of Employment, (ii) the first business day after April 1, 2002, or
(iii) a Change of Control.
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Section 6.3 Part B Participants-Wiggins. If Timothy P. Wiggins
consents to the application to him of this Section 6.3 and his Stock Account is
held in Trust B, the Trustee of Trust B shall distribute and release to the
Committee and the Committee shall distribute to Mr. Wiggins (or, if applicable,
his Beneficiary) all vested amounts and all vested shares of Stock credited to
his Stock Account on the earliest to occur of (i) the first business day after
his Termination of Employment, (ii) the first business day after April 1, 2002,
or (iii) a Change of Control.
Section 6.4 Part B Participants-Wiggins-Section 162(m).
Notwithstanding Section 6.3, if Timothy P. Wiggins consents to the application
to him of Section 6.3, any distribution other than a distribution upon a Change
of Control of such Part B Participant's Stock Account prior to such Part B
Participant's Termination of Employment shall be made only during the month of
December and, in any event, only to the extent that the distributable amount,
when added to all Other Compensation paid or accrued by the Company as taxable
compensation to such Part B Participant for the same tax year of the Company,
does not exceed the maximum amount thereof that is deductible by the Company
after applying any applicable limitation under Section 162(m) of the Code.
(i) "Other Compensation" means all other compensation
(including without limitation dividends payable in respect of
restricted stock units or shares of restricted stock) previously paid
or accrued, or which the Company reasonably expects to be paid or
accrued thereafter under the customary pay practices of the Company
assuming no change such Part B Participant's status or base
compensation as in effect on the date of the distribution pursuant to
this Plan, which Other Compensation would be deductible by the Company
for such taxable year but for the potential application of Section
162(m).
(ii) If after receiving a distribution of the Stock Account
but within the same taxable year of the Company such Part B
Participant becomes entitled for any reason to receive Other
Compensation which, when added to such distribution and all Other
Compensation previously paid or accrued by the Company to such Part B
Participant for the same taxable year of the Company, is in whole or
in part nondeductible by reason of the application of Section 162(m),
such Part B Participant shall be deemed to have irrevocably elected to
defer the receipt of the nondeductible portion of such Other
Compensation as though such nondeductible portion were an amount
distributable from his Stock Account.
Section 6.5 Part B Participants-Rabbi Trust. The right of a Part B
Participant to a distribution of his Stock Account under this Plan is an
unfunded and unsecured promise of the Company to transfer property on the future
date prescribed by this Article VI from the general assets of the Company
available to all unsecured creditors of the Company in the event of its
Insolvency (as defined in Trust B). Nothing in this Plan gives a Part B
Participant any legal or beneficial right, title or interest in or to the Stock
held in his Stock Account prior to such distribution. Trust B shall be
maintained in the form of trust commonly known as a "rabbi trust," the assets of
which are at all times subject to the claims of creditors of the Company in the
event of the Company's Insolvency (as defined in Trust B). Neither the
establishment of Trust B nor any other investment that the Company might make to
aid it in meeting its obligations under this
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Plan to Part B Participants shall segregate or set apart such trust fund or
other investments from the claims of general creditors of the Company.
ARTICLE VII
Vesting
Subject to the provisions of this Article VII, a Participant's
interest in his Stock Account shall become vested on the earliest to occur of
(i) his death, (ii) his termination of employment due to Total Disability, (iii)
March 26, 2000, (iv) a Change of Control, (v) involuntary termination for any
reason other than willful misconduct or gross negligence, or (vi) any other date
prior to March 26, 2000 designated by the Committee. Any Participant who
voluntarily terminates employment with the Employer and each of its subsidiaries
by which he is employed prior to vesting in his Stock Account as provided in the
preceding sentence shall forfeit the amounts credited to his Stock Account.
ARTICLE VIII
Organization of Plan Committee: Administration of Plan
Section 8.1 The Committee. The Plan shall be administered by a
Committee composed of not less than 3 members, appointed by the Board, each of
whom may be a member of the Board or an Employee. Each member of the Committee
shall serve at the will of the Board and without compensation. Any member of the
Committee may resign by giving written notice to the Board not less than thirty
(30) days before the effective date of his resignation. Any member of the
Committee may be removed, with or without cause, at any time by the Board. The
Board shall fill vacancies in the Committee as soon as is reasonably possible
after a vacancy occurs and, until a new appointment is made, the remaining
members shall have full authority to act.
Section 8.2 Committee Action. Rules and Expenses. The Committee shall
appoint a chairman and a secretary from its members approved by a majority of
its members. Action by the Committee shall be taken by a vote of the majority of
its members present at a meeting, at which a quorum is present, or signed by a
majority of its members in writing without a meeting. A quorum shall consist of
that number of members constituting a majority of the Committee. The Committee
may establish such rules as may be necessary or desirable for its own
operations. The proper expenses of the Committee in the performance of its
duties shall be paid by the Employer.
Section 8.3 Plan Administered by Committee. The Committee shall
administer the Plan and shall have complete control over and responsibility for
the administration thereof in accordance with its terms, including the keeping
of records of the Plan and Trust. In exercising any of its discretionary powers
with respect to the administration of the Plan, the Committee shall act in a
uniform and nondiscriminatory manner. The Board shall have no responsibility for
the operation of the Plan, except as otherwise provided herein. The Committee
shall have all powers which are reasonably necessary to carry out its
responsibilities under the Plan, including, but not limited to, the power to
construe the Plan and to determine all questions that shall arise thereunder,
and shall also have all the powers elsewhere in the Plan conferred upon it;
provided, however, that except as expressly provided in Article III or Section
4.2 (respecting the allocation
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or reallocation of contributed or forfeited Stock), or in Trust A or Trust B,
the Committee shall cease to have discretionary powers and the responsibilities
of the Committee under this Plan respecting Part B Participants after the
vesting of Stock Accounts and distribution to Part A Participants on March 26,
2000, are ministerial and nondiscretionary.
Notwithstanding the foregoing, however, in the event of any dispute or
controversy arising over whether any Employee has become vested in or has
forfeited any interest in Stock under this Plan upon termination of employment
prior to March 26, 2000, the rights of such Employee under this Plan, if any,
shall be determined by the Compensation Committee of the Supervisory Board of
the Company, or any subcommittee or individual member of such body delegated by
it for this purpose, in which case such body shall have full discretion and its
decision shall be final and binding on all parties.
Section 8.4 Power of Delegation. The Committee may allocate among its
members or delegate to any person who is not a member of the committee any
administrative responsibility which it has hereunder. Any delegation or
allocation of a responsibility pursuant to this Section shall be evidenced by
the minutes of the meeting of the Committee at which such delegation or
allocation was approved or, if no such meeting was held, by the writing under
which such action was taken.
Section 8.5 Communication By Committee. Decisions and directions of
the Committee may be communicated to the Trustee by and only by a document
signed on behalf of the Committee by all members of the Committee. Decisions and
directions of the Committee may be communicated to a Participant, a Beneficiary,
an Employer or any person other than the Trustee who is to receive such decision
or direction by a document signed by all members of the Committee or, to the
extent authorized by resolution of the Committee, by fewer than all of the
members of the Committee, or by a person other than a member so authorized.
ARTICLE IX
Provisions Relating to Interests in Stock
Section 9.1 Registration Rights. The Company shall, if necessary,
cause the shares of Stock distributed from either Trust to be registered or
qualified under the Securities Act of 1933 and all applicable state securities
laws so that such shares may be freely sold by the Trust or any other holder
thereof without material limitation.
Section 9.2 Listing on Stock Exchange. The Company shall take such
action as shall be necessary to cause any Stock issued in connection with the
Plan and not previously listed to be listed on any such exchange or trading
market on which shares of the class of the Stock are then listed.
Section 9.3 Withholding. A Participant may elect whether (i) to have
withheld from shares of Stock distributed to the Participant, in payment of the
taxes at the minimum required withholding tax rates for federal, state, and
local income, employment or other taxes required to be withheld (the "Minimum
Withholding Amount"), a number of shares equal to the greatest whole number of
shares having a fair market value for federal income tax purposes on the date
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on which such income is recognized that is less than or equal to the Minimum
Withholding Amount, or (ii) to pay to the Company in cash the amount that the
Company is required by law to withhold. An election pursuant to this Section
shall be made in accordance with such rules and procedures as the Committee
shall adopt.
ARTICLE X
Amendments
The Board reserves the right at any time and from time to time modify,
alter, amend or terminate the Plan, but no such action shall adversely affect
the rights of any Participant or reduce or otherwise impair the rights of a
Participant in respect of Stock allocated to his Stock Account without such
Participant's prior written consent. The balance in shares of Stock of a Part B
Participant's Stock Account immediately after the amendment effective September
1, 1999, shall be the same as the balance in shares of Stock of such
Participant's Stock Account immediately before such amendment. No modification
or amendment of the Plan may be made which would cause or permit any part of the
assets of the Trust Fund to be used for, or diverted to, purposes other than for
the exclusive benefit of Participants or their Beneficiaries, as set forth in
this Plan and applicable Trust or which would cause any part of the assets of
the Trusts to revert to or become the property of an Employer. Any amendment,
modification, alteration or termination of a Trust Agreement shall only be made
pursuant to the terms of such Trust Agreement.
ARTICLE XI
Miscellaneous
Section 11.1 Designation of Beneficiaries. A Participant may
designate a Beneficiary or Beneficiaries (in any order of priority) by written
notice filed with the Committee, and may change his designated Beneficiary at
any time by designating a new Beneficiary or Beneficiaries in the same manner,
and no notice need be given to any prior designated Beneficiary. If no
Beneficiary as designated or provided for above shall survive a deceased
Participant, the Participant's Stock Account shall be distributable to the
Participant's estate.
Section 11.2 Plan Creates No Employment Rights. This Plan shall not be
deemed to constitute a contract between the Employer and any Employee or other
person (whether or not in the employ of the Employer), nor shall anything herein
contained give an Employee or any other person (whether or not in the employ of
the Employer), any right to be retained in the employ of the Employer, or to
interfere with the right of the Employer to discharge an Employee at any time
and to treat him without any regard to the effect which such treatment might
have upon him as a Participant in the Plan, or any right to any payment
whatsoever, except to the extent expressly provided for hereunder.
Section 11.3 Limit on Employer Liability. No person shall have any
right or interest in the Trust other than as provided herein. All distributions
under the Plan shall be paid or provided solely from the Trust except to the
extent otherwise provided herein and the Trust Agreement. Any final distribution
to any Participant or Beneficiary in accordance with the provisions of the
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Plan shall be in full satisfaction of all claims against the Trust, the Trustee,
the Committee, the Employer, and the Board with respect to the Plan or Trust.
Section 11.4 Plan Headings. The headings in this Plan have been
inserted for convenience of reference only, and are to be ignored in any
construction of the provisions hereof. Unless otherwise indicated, all
references to "Section" or "Article" shall refer to Articles or Sections of the
Plan.
Section 11.5 Number and Gender. In the construction of this Plan, the
masculine shall include the feminine and the singular the plural, and vice
versa, in all cases where such meanings would be appropriate.
Section 11.6 Separability. If any provision of this Plan or the
application of such provision to any person or circumstance shall be held
invalid, the remainder of this Plan (and the application of such provision to
any person or circumstance other than the person or circumstance to which it is
held invalid) shall not be affected thereby.
Section 11.7 Interpretation of Provisions. The Employer intends this
Plan to be a nonqualified stock bonus plan. Accordingly, the Plan and Trust
Agreement shall be interpreted and applied in a manner consistent with this
intent.
Section 11.8 Applicable Law. This Plan shall be subject to and
construed in accordance with the laws of the State of Illinois, without regard
to its rules or provisions of law regarding conflict of laws.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer.
CHICAGO BRIDGE & IRON COMPANY N.V.
By: Chicago Bridge & Iron Company B.V.,
its sole Managing Director
By: /s/ Robert B. Jordan
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its Managing Director
ATTEST:
/s/ Robert H. Wolfe
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Secretary
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