KBR, INC.
EX-10.3
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<DESCRIPTION>EX-10.3
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<DIV><FONT size="1" style="font-size:1pt;color:white">US EMPLOYEE &#8211; 3-Year Vesting    1  PERFORMANCE STOCK UNIT AGREEMENT  AGREEMENT by and between KBR, Inc., a Delaware corporation (the  &#8220;Company&#8221;), and ________________ (&#8220;Employee&#8221;) made effective as of  ____________________ (the &#8220;Grant Date&#8221;).  1. Grant of Performance Stock Units.  (a) Units.  Pursuant to the Amended and Restated KBR, Inc. 2006 Stock  and Incentive Plan, as amended and restated (the &#8220;Plan&#8221;), units evidencing the right to  receive __________ shares of the Company&#8217;s common stock (&#8220;Stock&#8221;), are awarded to  Employee, subject to the conditions of the Plan and this Agreement (the &#8220;Performance  Stock Units&#8221;).  (b) Plan Incorporated.  Employee acknowledges receipt of a copy of the  Plan, and agrees that this award of Performance Stock Units shall be subject to all of the terms  and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to  the terms thereof, which is incorporated herein by reference as a part of this Agreement.   Except as defined herein, capitalized terms shall have the same meanings ascribed to them  under the Plan.  2. Terms of Performance Stock Units.  Employee hereby accepts the  Performance Stock Units and agrees with respect thereto as follows:  (a) Forfeiture of Performance Stock Units.  In the event of termination  of Employee&#8217;s employment with the Company or any employing Subsidiary of the  Company for any reason other than (i) death or (ii) disability (disability being defined as  being physically or mentally incapable of performing either the Employee&#8217;s usual duties  as an Employee or any other duties as an Employee that the Company reasonably makes  available and such condition is likely to remain continuously and permanently, as  determined by the Company or employing Subsidiary),  or except as otherwise provided in  the second and third sentences of subparagraph (c) of this Paragraph 2, or if the Employee  breaches any of the covenants set forth in Paragraph 10, Employee shall, for no  consideration, forfeit all Performance Stock Units to the extent they are not fully vested.   In addition, except as otherwise provided in the second and third sentences of subparagraph  (c) of this Paragraph 2, Employee shall, for no consideration, forfeit all of the Performance  Stock Units on December 31, 2022, if the Committee that administers the Plan (the  &#8220;Committee&#8221;) determines, in its sole discretion, that calendar year 2022 was not a  successful year for the Company.  Any such determination by the Committee shall be made  on or before the first anniversary of the Grant Date.  (b) Assignment of Award.  The Performance Stock Units may not be  sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or  disposed of unless transferable by will or the laws of descent and distribution or pursuant  to a &#8220;qualified domestic relations order&#8221; as defined by the U.S. Internal Revenue Code (the  &#8220;Code&#8221;).  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">US EMPLOYEE &#8211; 3-Year Vesting    2  (c) Vesting Schedule.  The Performance Stock Units shall vest in  accordance with the following schedule provided that Employee has been continuously  employed by the Company from the date of this Agreement through the applicable vesting  date and such Performance Stock Units have not been forfeited pursuant to the last two  sentences of subparagraph (a) of this Paragraph 2:  Vesting Date Vested Percentage of Total Number  of Performance Stock Units  1st Anniversary of Grant Date 33 &#8531;%  2nd Anniversary of Grant Date 66 &#8532;%  3rd Anniversary of Grant Date 100%    Notwithstanding the foregoing, unless otherwise provided in an Other Agreement pursuant  to Paragraph 8, the Performance Stock Units shall become fully vested on the earliest of  (i) the occurrence of Employee&#8217;s Involuntary Termination or termination for Good Reason  within two years following a Corporate Change (as such terms are defined in the Plan) or  (ii) the date Employee&#8217;s employment with the Company is terminated by reason of death  or disability (as determined above); provided, however, that if the Performance Stock Units  have been forfeited pursuant to the last two sentences of subparagraph (a) of this Paragraph  2 prior to the date of the occurrence of an event described in clause (i) or (ii) of this  sentence, then the Performance Stock Units shall remain forfeited and shall not vest upon  the occurrence of any such event.  In the event Employee&#8217;s employment is terminated for  any other reason, including retirement with the approval of (A) the Committee if Employee  is a &#8220;senior executive of the Company&#8221; (as defined below) or (B) the Company&#8217;s Chief  Executive Officer (the &#8220;CEO) if Employee is not a senior executive of the Company, the  Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee  who is not a senior executive of the Company, the CEO, as applicable, may, in the  Committee&#8217;s (or such delegate&#8217;s) or the CEO&#8217;s, as applicable, sole discretion, approve the  acceleration of the vesting of any or all Performance Stock Units that have not yet been  forfeited and which are still outstanding and subject to restrictions, such vesting  acceleration to be effective on the date of such approval or Employee&#8217;s termination date,  if later.  Notwithstanding the foregoing, in no event shall the Performance Stock Units  become fully vested prior to the expiration of one month from the Grant Date. &#8220;Senior  executive&#8221; for purposes of this Agreement shall mean (i) the CEO and (ii) any regular, full- time employee of the Company or an affiliate who (A) is an officer of the Company  required to file reports with the Securities and Exchange Commission under Section 16 of  the Securities Exchange Act of 1934, (B) is an officer of the Company who reports directly  to the CEO, (C) is the Chief Accounting Officer of the Company, or (D) is the highest  ranking management position (with at least a title of Director or above) with direct  oversight over internal audits of the Company.    (d) Stockholder Rights.  Employee shall have no rights of a stockholder  with respect to shares of Stock subject to this Award unless and until such time as the  Award has been settled by the transfer of shares of Stock to Employee, except that  Employee shall have the right to receive payments equal to the dividends or distributions  declared or paid on a share of Stock at the same time as those dividends or distributions  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">US EMPLOYEE &#8211; 3-Year Vesting    3  are paid to holders of Stock.  Notwithstanding the previous sentence, Employee shall  accrue dividends or distributions declared or paid on a share of Stock at the same time as  those dividends or distributions are paid to holders of Stock, but shall not have the right to  receive such payments or distributions until such shares of Stock have satisfied the  performance objective described in the last two sentences of subparagraph (a) of this  Paragraph 2 (in which case, any such accrued dividends or distributions with respect to  such shares shall be paid within 30 days after the date such performance objective has been  satisfied).  If such shares do not satisfy such performance objective and are forfeited, the  accrued dividends or distributions with respect to such shares shall also be forfeited.  (e) Payment for Vested Performance Stock Units.  Payment for vested  Performance Stock Units shall be made as soon as administratively practicable after  vesting, but in no event later than thirty days after the vesting date.  Settlement will be  made in the form of shares of Stock equal in number to the number of Performance Stock  Units with respect to which payment is being made on the applicable date; provided,  however, that payment for a vested Performance Stock Unit shall be made at the time  provided above solely in cash (in lieu of in the form of a share of Stock) in an amount equal  to the Fair Market Value as of the vesting date of such Performance Stock Unit if there are  an insufficient number of shares available for delivery under the Plan at the time of such  settlement as determined by the Committee or its delegate in the Committee&#8217;s or such  delegate&#8217;s sole discretion.  Notwithstanding the foregoing, the Company shall not be  obligated to deliver any shares of Stock if counsel to the Company determines that such  sale or delivery would violate any applicable law or any rule or regulation of any  governmental authority or any rule or regulation of, or agreement of the Company with,  any securities exchange or association upon which the Stock is listed or quoted.  (f) Recovery of Benefits.  The Company shall seek recovery of any  benefits provided hereunder to Employee if such recovery is required by any clawback  policy adopted by the Company, which may be amended from time to time, including, but  not limited to, any clawback policy adopted to satisfy the minimum clawback requirements  adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010  and the regulations thereunder or any other applicable law.  3. Withholding of Tax.  The Committee may make such provisions as it may  deem appropriate for the withholding of any taxes which it determines is required in connection with  this Award.  Unless the Committee provides otherwise, to the extent this Award is settled in shares of  Stock, the Company shall reduce the number of shares of Stock that would have otherwise been  delivered to Employee by a number of shares of Stock having a Fair Market Value equal to the amount  required to be withheld.  4. Employment Relationship.  For purposes of this Agreement, Employee shall  be considered to be in the employment of the Company as long as Employee remains an employee of  the Company, a Parent Corporation or Subsidiary of the Company, or a corporation or a Parent  Corporation or subsidiary of such corporation assuming or substituting a new award for this Award.   Without limiting the scope of the preceding sentence, it is expressly provided that Employee shall be  considered to have terminated employment with the Company at the time of the termination of the  &#8220;Subsidiary&#8221; status under the Plan of the entity or other organization that employs Employee.  Any  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">US EMPLOYEE &#8211; 3-Year Vesting    4  question as to whether and when there has been a termination of such employment, and the cause of  such termination, shall be determined by the Committee, or its delegate, as appropriate, and its  determination shall be final.  5. Committee&#8217;s Powers.  No provision contained in this Agreement shall in any  way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering  any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its  delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including,  without limitation, the right to make certain determinations and elections with respect to the  Performance Stock Units.  6. Binding Effect.  This Agreement shall be binding upon and inure to the  benefit of any successors to the Company and all persons lawfully claiming under Employee.  7. Compliance with Law.  Notwithstanding any other provision of the Plan or  this Agreement, unless there is an available exemption from any registration, qualification or other  legal requirement applicable to the shares of Stock, the Company shall not be required to deliver any  shares issuable upon settlement of the Performance Stock Units prior to the completion of any  registration or qualification of the shares under any local, state, federal or foreign securities or  exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission  (&#8220;SEC&#8221;) or of any other governmental regulatory body, or prior to obtaining any approval or other  clearance from any local, state, federal or foreign governmental agency, which registration,  qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable.   Employee understands that the Company is under no obligation to register or qualify the shares with  the SEC or any state or foreign securities commission or to seek approval or clearance from any  governmental authority for the issuance or sale of the shares.  Further, Employee agrees that the  Company shall have unilateral authority to amend the Plan and the Agreement without Employee's  consent to the extent necessary to comply with securities or other laws applicable to issuance of  shares.  8. Other Agreements.  The terms of this Agreement shall be subject to, and shall  not modify, the terms and conditions of any employment, severance, and/or change-in-control  agreement between the Company (or a Subsidiary) and Employee concerning equity-based awards  (&#8220;Other Agreement&#8221;), except that, notwithstanding anything in such Other Agreement to the contrary,  any normal retirement age of 65 or other retirement-based vesting provisions in such Other  Agreement shall be of no force or effect for purposes of the vesting of these Performance Stock Units.  9. Governing Law and Venue.  This Agreement shall be governed by, and  construed in accordance with, the laws of the State of Texas, U.S.A., except to the extent that it  implicates matters that are the subject of the General Corporation Law of the State of Delaware, which  matters shall be governed by the latter law notwithstanding any conflicts of laws principles that may  be applied or invoked directing the application of the laws of another jurisdiction.  Exclusive venue  for any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it or arising  from it, or dispute resolution proceeding arising hereunder for any claim or dispute, the parties hereby  submit to and consent to the sole and exclusive jurisdiction of Houston, Harris County, Texas,  notwithstanding any conflicts of laws principles that may direct the jurisdiction of any other court,  venue, or forum, including the jurisdiction of Employee&#8217;s home country.  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">US EMPLOYEE &#8211; 3-Year Vesting    5  10. Non-Competition; Non-Solicitation; Non-Disclosure.  (a) Following the date Employee enters into this Agreement, the  Company and/or its Subsidiary(ies) shall provide Employee access to Confidential  Information (as defined below).  Such Confidential Information shall be for use only during  Employee&#8217;s employment with the Company, and as an express incentive for the Company  to enter into this Agreement and to grant to Employee the Performance Stock Units (which  grant, Employee acknowledges, shall further align Employee&#8217;s interests with the long-term  business interests of the Company and its Subsidiaries) and provide Employee with  Confidential Information, Employee has voluntarily agreed to the covenants set forth in  this Paragraph 10.  Employee agrees and acknowledges that the limitations and restrictions  set forth herein, including geographical and temporal restrictions on certain competitive  activities, are reasonable in all respects, do not interfere with public interests, will not cause  Employee undue hardship, and are material and substantial parts of this Agreement  intended and necessary to prevent unfair competition and to protect the Company&#8217;s and its  Subsidiaries&#8217; trade secrets and other Confidential Information, goodwill and legitimate  business interests.  (b) During the Prohibited Period (as defined below), Employee shall  not, without the prior written approval of the Company, directly or indirectly, for Employee  or on behalf of or in conjunction with any other person or entity of any nature:  (i) engage in or participate within the Market Area (as defined  below) in competition with the Company or any of its Subsidiaries in any aspect of  the Business (as defined below), which prohibition shall prevent Employee from  directly or indirectly: (A) owning, managing, operating, or being an officer or  director of, any business that competes with the Company or any of its Subsidiaries  in the Market Area, or (B) joining, becoming an employee or consultant of, or  otherwise being affiliated with, any person or entity engaged in, or planning to  engage in, the Business in the Market Area in competition, or anticipated  competition, with the Company or any of its Subsidiaries in any capacity (with  respect to this clause (B)) in which Employee&#8217;s duties or responsibilities are the  same as or similar to the duties or responsibilities that Employee had on behalf of  the Company or any of its Subsidiaries, or involve direct or indirect oversight over  such duties or responsibilities;  (ii) appropriate any Business Opportunity of, or relating to, the  Company or any of its Subsidiaries located in the Market Area;  (iii) solicit, canvass, approach, encourage, entice or induce any  customer or supplier of the Company or any of its Subsidiaries for whom or which  Employee had responsibility in the final 12 months prior to the termination of  Employee&#8217;s employment with the Company to cease or lessen such customer&#8217;s or  supplier&#8217;s business with the Company or any of its Subsidiaries; or  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">US EMPLOYEE &#8211; 3-Year Vesting    6  (iv) solicit, canvass, approach, encourage, entice or induce any  employee or contractor of the Company or any of its Subsidiaries to terminate his,  her or its employment or engagement with the Company or any of its Subsidiaries.  (c) Notwithstanding any other provision of this Agreement:   (i) the covenants set forth in this Paragraph 10 shall not apply  to restrict any of Employee&#8217;s activities within the State of California, including if  Employee is a California resident; and  (ii) if prohibited by any applicable law regarding non- competition restrictions in Washington, D.C., the covenants set forth in Paragraphs  10(b)(i) and 10(b)(ii) shall not apply with respect to any activities conducted within  (including individuals&#8217; performance of work in) Washington, D.C.;  provided, however, for the avoidance of doubt, the foregoing exceptions under this  Paragraph 10(c) shall not limit any other obligations that Employee owes to the Company  or any of its Subsidiaries under any other agreements or applicable laws, including (without  limitation) with respect to the protection of Confidential Information.  (d) If Employee is an attorney at law or licensed lawyer in any  jurisdiction, none of the restrictions set forth in this Paragraph 10 shall be interpreted or  applied in a manner to prevent or restrict Employee from practicing law, as it is the intent  of this Paragraph 10 to create certain limitations on Employee&#8217;s business activities only,  and not to create limitations that would restrict Employee from practicing law.  If Employee  is an attorney at law or licensed to practice law, Employee acknowledges and agrees that,  both during Employee&#8217;s employment with the Company and thereafter, Employee shall be  bound by all ethical and professional obligations (including those with respect to conflicts  of interest and confidentiality) that may arise from Employee&#8217;s provision of legal services  to, and acting as legal counsel for, the Company and (as applicable) its Subsidiaries.  (e) Employee agrees, both during and after Employee&#8217;s employment  with the Company, not to use or disclose any Confidential Information other than for the  benefit of the Company or its Subsidiaries in the course of Employee&#8217;s duties for the  Company or its applicable Subsidiary.  All trade secrets, non-public information, designs,  ideas, concepts, improvements, product developments, discoveries and inventions, whether  patentable or not, that are conceived, made, developed or acquired by or disclosed to  Employee, individually or in conjunction with others, in connection with Employee&#8217;s  employment with the Company or otherwise during the time that Employee is or has been  employed or engaged by the Company or any of its Subsidiaries (whether during business  hours or otherwise and whether on the Company&#8217;s or its Subsidiaries&#8217; premises or  otherwise), that relate to the Companies&#8217; or its Subsidiaries&#8217; businesses or properties,  products or services (including all such information relating to corporate opportunities,  operations, future plans, methods of doing business, business plans, formulas, strategies  for developing business and market share, research, financial and sales data, pricing terms,  evaluations, opinions, interpretations, acquisition prospects, the identity of customers or  their requirements, research and development information, the identity of key contacts  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">US EMPLOYEE &#8211; 3-Year Vesting    7  within customers&#8217; organizations or within the organization of acquisition prospects, or  marketing and merchandising techniques, prospective names and marks) is defined as  &#8220;Confidential Information&#8221;.  For purposes of this Agreement, Confidential Information  shall not include any information that (i) is or becomes generally available to the public  other than as a result of a disclosure or wrongful act of Employee or Employee&#8217;s agents;  (ii) was available to Employee on a non-confidential basis before its disclosure by the  Company or any of its Subsidiaries; or (iii) becomes available to Employee on a non- confidential basis from a source other than the Company or any of its Subsidiaries;  provided, that such source is not bound by a confidentiality agreement with, or other  obligation with respect to confidentiality to, the Company or any of its Subsidiaries.  (f) Notwithstanding the foregoing Paragraph 10(e), nothing in this  Agreement shall prohibit or restrict Employee from lawfully (i) initiating communications  directly with, cooperating with, providing information to, causing information to be  provided to, or otherwise assisting in an investigation by, any governmental authority (in  each instance regarding a possible violation of any law); (ii) responding to any inquiry or  legal process directed to Employee from any such governmental authority; (iii) testifying,  participating or otherwise assisting in an action or proceeding by any such governmental  authority relating to a possible violation of law or (iv) making any other disclosures that  are protected under the whistleblower provisions of any applicable law. Additionally,  pursuant to the federal Defend Trade Secrets Act of 2016, Employee shall not be held  criminally or civilly liable under any federal or state trade secret law for the disclosure of  a trade secret that: (x) is made (A) in confidence to a federal, state or local government  official, either directly or indirectly, or to an attorney and (B) solely for the purpose of  reporting or investigating a suspected violation of law; (y) is made to Employee&#8217;s attorney  in relation to a lawsuit for retaliation against Employee for reporting a suspected violation  of law or (z) is made in a complaint or other document filed in a lawsuit or other  proceeding, if such filing is made under seal.  Nothing in this Agreement requires  Employee to obtain prior authorization before engaging in any conduct described in this  paragraph, or to notify the Company or any of its Subsidiaries that Employee has engaged  in any such conduct.  (g) Because of the difficulty of measuring economic losses to the  Company and its Subsidiaries as a result of a breach or threatened breach of the covenants  set forth in this Paragraph 10, and because of the immediate and irreparable damage that  would be caused to the Company and its Subsidiaries for which they would have no other  adequate remedy, the Company and each of its Subsidiaries shall be entitled to enforce the  foregoing covenants, in the event of a breach or threatened breach, by injunctions and  restraining orders from any court of competent jurisdiction, without the necessity of  showing any actual damages or that money damages would not afford an adequate remedy,  and without the necessity of posting any bond or other security.  The aforementioned  equitable relief shall not be the Company&#8217;s or its Subsidiaries&#8217; exclusive remedy for a  breach but instead shall be in addition to all other rights and remedies available to the  Company and each of its Subsidiaries at law and equity.  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">US EMPLOYEE &#8211; 3-Year Vesting    8  (h) The covenants in this Paragraph 10, and each provision and portion  hereof, are severable and separate, and the unenforceability of any specific covenant (or  portion thereof) shall not affect the provisions of any other covenant (or portion thereof).   Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that  the scope, time or territorial restrictions set forth are unreasonable, then it is the intention  of the parties that such restrictions be enforced to the fullest extent which such arbitrator  or court deems reasonable, and this Agreement shall thereby be reformed.  (i) The following terms shall have the following meanings:  (i) &#8220;Business&#8221; shall mean the business and operations that are  the same or similar to those performed by the Company and any of its Subsidiaries  for which Employee provides services or about which Employee obtains  Confidential Information during Employee&#8217;s employment with the Company.  (ii) &#8220;Business Opportunity&#8221; shall mean any commercial,  investment or other business opportunity relating to the Business.   (iii) &#8220;Market Area&#8221; shall mean: (i) during that portion of the  Prohibited Period that exists during which Employee is employed by the Company,  any geographic area or market where Employee provides, or has provided, services  to the Company or any of its Subsidiaries; and (ii) during that portion of the  Prohibited Period that exists following the date that Employee is no longer  employed by the Company, any geographic area or market where Employee  provided services to the Company or any of its Subsidiaries as of the date Employee  is no longer employed by the Company or during the 12 months prior to such date.  (iv) &#8220;Prohibited Period&#8221; shall mean the period during which  Employee is employed by the Company and continuing for a period of 12 months  following the date that Employee is no longer employed by the Company; provided,  however, with respect to a termination of employment with the Company on or  after the date upon which a Corporate Change occurs, the Prohibited Period shall  end on the date of such termination of employment with respect to the obligations  under Paragraphs 10(b)(i) and 10(b)(ii).  11. Section 409A.  Notwithstanding anything in this Agreement to the contrary,  if any provision in this Agreement would result in the imposition of an applicable tax under Section  409A of the Code and related regulations and United States Department of the Treasury  pronouncements (&#8220;Section 409A&#8221;), that provision will be reformed to avoid imposition of the  applicable tax and no action taken to comply with Section 409A shall be deemed to adversely affect  Employee&#8217;s rights under this Agreement.  [Signatures on the following page.]     </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">US EMPLOYEE &#8211; 3-Year Vesting    9  IN WITNESS WHEREOF, the Company has caused this Agreement to be duly  executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all  as of the date first above written.    KBR, INC.      By:     Name: Stuart J. B. Bradie   Title: President and CEO       EMPLOYEE:           Date:     </FONT></DIV>
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