<PAGE> 1
As filed with the Securities and Exchange Commission on
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
CHICAGO BRIDGE & IRON COMPANY N.V.
(Exact Name of Registrant as Specified in Its Charter)
The Netherlands None
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Polarisavenue 31
2132 GE Hoofddorp
The Netherlands
31-(0)23-568-5660
(Address of Registrant's Principal Executive Offices, Including Zip
Code and telephone number, including area code)
CHICAGO BRIDGE & IRON
1999 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
ROBERT H. WOLFE, ESQ.
CHICAGO BRIDGE & IRON COMPANY
1501 North Division Street
Plainfield, Illinois 60544
(815) 439-6000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
-----------------
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ____
-----------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Common Shares, par value
NLG 0.01 per share 1,130,000 shares $13.40625 $15,149,062.50 $4,211.44
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of
the registration fee in accordance with Rule 457(c) and (h)
under the Securities Act of 1933, as amended.
===============================================================================
<PAGE> 2
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 is to
register 1,130,000 shares of Common Shares, par value NLG 0.01 per share (the
"Common Shares"), of Chicago Bridge & Iron Company N. V. (the "Registrant"),
which shares will be issued pursuant to the Chicago Bridge & Iron 1999 Long-Term
Incentive Plan (the "Plan") of the Registrant. The Common Shares issued pursuant
to the Plan are held by certain management employees and their transferees as
permitted under the terms of the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of
this Form S-8 Registration Statement (the "Registration Statement") will be sent
or given to participants in the Plan, as specified in Rule 428(b)(l) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof), a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents have been filed by the Registrant with
the Commission and are hereby incorporated by reference in this Registration
Statement:
(a) Annual Report on form 10-K for the fiscal year ended
December 31, 1998.
(b) Quarterly Reports on form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999.
(c) The description of the Registrant's common stock, par
value NLG 0.01 per share (the "Common Shares"), contained in the Registration
Statement on Form S-1 (File No. 333-18065) dated December 17, 1996 and filed
with the Commission under Section 12 of the Exchange Act including any
amendments or reports filed for the purpose of updating such descriptions.
All documents and reports filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof
and prior to the filing of a post-effective amendment to the Registration
Statement which indicates that the securities offered hereby have been sold, or
which deregisters all such securities remaining unsold, shall also be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof commencing on the respective dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Chicago Bridge & Iron Company N.V. (the "Issuer") is a Netherlands corporation.
The Articles of Association of the Issuer, as amended, provide
for indemnification of directors and officers to the fullest extent permitted by
the law of The Netherlands.
The form of Underwriting Agreement filed as Exhibit 1 of
Amendment No. 3 to Form S-1 contains certain provisions for indemnification of
directors and officers of the Registrant and its predecessors and subsidiaries
(collectively, the "Company") and the underwriters against civil liabilities
under the Securities Act.
The Issuer has entered into indemnification agreements with
certain of its directors providing for indemnification to the fullest extent
permitted by the law of The Netherlands. These agreements provide for specific
procedures to better assure the directors' rights to indemnification, including
procedures for directors to submit claims, for determination of directors'
entitlement to indemnification (including the allocation of the burden of proof
and selection of a reviewing party), and for enforcement of directors'
indemnification rights. The Company has also obtained officers' and directors'
liability insurance in amounts that it believes are reasonable under the
circumstances.
Article 25 of the Articles of Association of the Registrant also provides that,
to the fullest extent permitted by the law of The Netherlands, directors of the
Issuer will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction from which the director
derived an improper personal benefit or (iv) for personal liability which is
imposed by the law of The Netherlands, as from time to time amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS.
--------
Exhibit Number Description
4.1 Chicago Bridge & Iron 1999 Long-Term Incentive Plan
4.2 Specimen Stock Certificate, defining the rights of holders of the
capital stock of the Registrant(incorporated herein by reference
to Exhibit 4. 1 of Amendment No. 3 to the Registrant's
Registration Statement on Form S-l (File No. 333-18065), filed
with the Commission on March 20, 1997)
23.1 Consent of Arthur Andersen, Independent Public Accountants
24 Powers of Attorney of Directors and Certain Officers of the
Registrant (included on the signature pages hereof)
<PAGE> 4
ITEM 9. UNDERTAKINGS.
------------
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and the price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that subparagraphs (i) and (ii) do
not apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering
(4) That, for the purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report pursuant to
Sections 13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act), that it is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions described in Item
6 of this Registration Statement, or otherwise, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Calgary, Alberta, Canada on this 10th day of
September, 1999.
CHICAGO BRIDGE & IRON COMPANY N.V.
By: /s/Timothy J. Wiggins
-------------------------------------
By: Chicago Bridge & Iron Company B.V.
Managing Director
POWER OF ATTORNEY
Each person whose signature appears below appoints Timothy J. Wiggins as their
attorney-in-fact and agent, with full power of substitution and resubstitution,
to sign and file with the Securities and Exchange Commission, any amendments to
this Registration Statement (including post-effective amendments), and generally
to do anything else necessary or proper in connection therewith.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
Managing Director of 9/10/99
/s/ Timothy J. Wiggins Registrant
- ---------------------------------------
Chicago Bridge & Iron Company B.V.
Vice President and Chief 9/10/99
Financial Officer of
CBIC (Principal
/s/ Timothy J. Wiggins Financial Officer)
- ---------------------------------------
Timothy J. Wiggins
Controller of CBIC 9/13/99
(Principal Accounting
/s/ Keith A. Reed Officer)
- ---------------------------------------
Keith A. Reed
<PAGE> 6
Supervisory Director,
and President, Chief
Executive
Officer of CBIC
(Principal Executive
/s/ Gerald M. Glenn Officer) 9/10/99
- ---------------------------------------
Gerald M. Glenn
/s/ J. Dennis Bonney Supervisory Director 9/10/99
- ---------------------------------------
J. Dennis Bonney
/s/ Gary L. Neale Supervisory Director 9/10/99
- ---------------------------------------
Gary L. Neale
/s/ Vincent L. Kontny Supervisory Director 9/10/99
- ---------------------------------------
Vincent L. Kontny
/s/ J. Charles Jennett Supervisory Director 9/10/99
- ---------------------------------------
J. Charles Jennett
/s/ Marsha C. Williams Supervisory Director 9/10/99
- ---------------------------------------
Marsha C. Williams
/s/ Jerry H. Ballengee Supervisory Director 9/10/99
- ---------------------------------------
Jerry H. Ballengee
/s/ L. Donald Simpson Supervisory Director 9/10/99
- ---------------------------------------
L. Donald Simpson
Registrant's Agent for
Service in the United States
/s/ Robert H. Wolfe, Esq.
- -----------------------------
Robert H. Wolfe, Esq.
<PAGE> 7
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
4.1 Chicago Bridge & Iron 1999 Long-Term Incentive
Plan.
4.2 Specimen Stock Certificate, defining the rights Incorporated by
of holders of the capital stock of the Registrant reference
(incorporated herein by reference to Exhibit 4.1
of Amendment No. 3 to the Registrant's
Registration Statement on Form S-1 (File No.
333-18065), filed with the Commission on March
20, 1997.
23.1 Consent of Arthur Andersen, Independent Public
Accountants.
24 Powers of Attorney of Directors and Certain
Officers of the registrant (included on the
signature pages hereof)
<PAGE> 1
EXHIBIT 4.1
APPENDIX A
CHICAGO BRIDGE & IRON
1999 LONG-TERM INCENTIVE PLAN
(EFFECTIVE MAY 1, 1999)
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
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Chicago Bridge & Iron 1999 Long-Term Incentive Plan.........
Article 1 -- Establishment, Objectives and Duration.......
1.1. Establishment of the Plan.........................
1.2 Objectives of the Plan
1.3. Duration of the Plan
Article 2. -- Definitions.................................
2.1. "Affiliate".......................................
2.2. "Award"...........................................
2.3. "Award Agreement".................................
2.4. "Beneficial Owner" or "Beneficial"................
2.5 "Board" or Board of Directors......................
2.6. "CB&I"............................................
2.7. "Change in Control"...............................
2.8. "Code.............................................
2.9. "Committee".......................................
2.10. "Company"........................................
2.11. "Director".......................................
2.12. "Disability".....................................
2.13. "Effective Date".................................
2.14. "Employee".......................................
2.15. "Exchange Act"...................................
2.16. "Fair Market Value"..............................
2.17. "Fiscal Year"....................................
2.18. "Incentive Stock Option" or "ISO"................
2.19. "Named Executive Officer"........................
2.20. "Nonemployee Director"...........................
2.21. "Nonqualified Stock Option" or "NQSO"............
2.22. "Option".........................................
2.23. "Option Price"...................................
2.24. "Optionee".......................................
2.25. "Participant"....................................
2.26. "Performance-Based Exception"....................
2.27. "Performance Share"..............................
2.28. "Performance Unit"...............................
2.29. "Period of Restriction"..........................
2.30. "Person".........................................
2.31. "Restricted Stock"...............................
2.32. "Restricted Stock Shares"........................
2.33. "Restricted Stock Units".........................
2.34. "Retirement".....................................
2.35. "Shares".........................................
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<TABLE>
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2.36. "Subsidiary".....................................
2.37. "Supervisory Board"..............................
2.38. "Vesting Date"...................................
Article 3. -- Administration..............................
3.1 The Committee......................................
3.2 Authority of the Committee.........................
3.3 Decisions Binding..................................
Article 4. -- Shares Subject to the Plan and Maximum
Awards.................................................
4.1. Number of Shares Available for Grants.............
4.2 Forfeited and Reacquired Shares....................
4.3. Adjustments in Authorized Shares..................
4.4. Fractional Shares.................................
Article 5. -- Eligibility and Participation...............
5.1. Eligibility.......................................
5.2. Actual Participation..............................
Article 6. -- Stock Options...............................
6.1. Grant of Options..................................
6.2. Award Agreement...................................
6.3. Option Price......................................
6.4. Duration of Options...............................
6.5. Exercise of Options...............................
6.6. Payment...........................................
6.7. Restrictions on Share Transferability.............
6.8. Termination of Employment.........................
6.9. Nontransferability of Options.....................
(a) Incentive Stock Options.........................
(b) Nonqualified Stock Options......................
Article 7. -- Restricted Stock............................
7.1. Grant of Restricted Stock.........................
7.2. Restricted Stock Agreement........................
7.3. Transferability...................................
7.4. Other Restrictions................................
7.5. Voting Rights.....................................
7.6. Dividend and Other Distributions..................
7.7. Termination of Employment.........................
7.8. Rights Personal to Participant....................
Article 8. -- Performance Units and Performance Shares....
8.1. Grant of Performance Units/Shares.................
8.2. Value of Performance Units/Shares.................
</TABLE>
ii
<PAGE> 4
<TABLE>
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8.3. Earning of Performance Units/Shares...............
8.4. Form and Timing of Payment of Performance
Units/Shares..........................................
8.5. Termination of Employment Due to Death,
Disability, or Retirement.............................
8.6. Termination of Employment for Other Reasons.......
8.7. Nontransferability................................
Article 9. -- Performance Measures........................
Article 10. -- Beneficiary Designation....................
Article 11. -- Deferrals..................................
Article 12. -- Rights of Employees........................
12.1. Employment.......................................
12.2. Participation....................................
Article 13. -- Change in Control..........................
13.1. Treatment of Outstanding Awards..................
13.2. Termination, Amendment, and Modifications of
Change-in-Control Provisions..........................
Article 14. -- Amendment, Modification, and Termination...
14.1. Amendment, Modification, and Termination.........
14.2. Adjustment of Awards Upon the Occurrence of
Certain Unusual or Nonrecurring Events...........
14.3. Awards Previously Granted........................
Article 15 -- Withholding.................................
15.1. Tax Withholding..................................
15.2. Share Withholding................................
Article 16. -- Indemnification............................
Article 17. -- Successors.................................
Article 18. -- Legal Construction.........................
18.1. Gender and Number................................
18.2. Severability.....................................
18.3. Requirements of Law..............................
18.4. Securities Law Compliance........................
18.5. Governing Law....................................
</TABLE>
iii
<PAGE> 5
CHICAGO BRIDGE & IRON
1999 LONG-TERM INCENTIVE PLAN
ARTICLE 1 -- ESTABLISHMENT, OBJECTIVES AND DURATION
1.1. ESTABLISHMENT OF THE PLAN. Chicago Bridge & Iron Company, a Delaware
corporation ("CB&I"), a wholly owned subsidiary of Chicago Bridge & Iron Company
N.V., a Netherlands corporation (the "Company"), hereby establishes an incentive
compensation plan to be known as the "Chicago Bridge & Iron 1999 Long-Term
Incentive Plan" (the "Plan"), as set forth in this document. The Plan permits
the grant of Nonqualified Stock Options, Incentive Stock Options, Restricted
Stock Shares, Restricted Stock Units, Performance Shares and Performance Units.
1.2 OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize
the profitability and growth of CB&I, the Company and their respective
Subsidiaries, through incentives which are consistent with CB&I's goals and
which link the personal interests of Participants to those of the Company's
shareholders; to provide Participants with an incentive for excellence in
individual performance; and to promote teamwork among Participants.
The Plan is further intended to provide flexibility to CB&I in its ability
to motivate, attract, and retain the services of Participants who make
significant contributions to CB&I's success and to allow Participants to share
in the success of CB&I.
1.3. DURATION OF THE PLAN. The Plan shall become effective as of May 1,
1999 (the "Effective Date"), subject to its approval by the shareholders of the
Company, and shall remain in effect, subject to the right of the Board of
Directors to amend or terminate the Plan at any time pursuant to Article 14
hereof, until all Shares subject to it shall have been purchased or acquired
according to the Plan's provisions.
ARTICLE 2. -- DEFINITIONS
Whenever and wherever used in the Plan, the following terms shall have the
meanings set forth below, and when the meaning is intended, the initial letter
of the word shall be capitalized:
2.1. "AFFILIATE" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act.
2.2. "AWARD" means, individually or collectively, a grant under this Plan
of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock Shares,
Restricted Stock Units, Performance Shares or Performance Units.
2.3. "AWARD AGREEMENT" means an agreement setting forth the terms and
provisions applicable to an Award granted to a Participant under this Plan.
2.4. "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.
2.5 "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of CB&I.
2.6. "CB&I" means Chicago Bridge & Iron Company, a Delaware corporation
and the sponsor of the Plan.
2.7. "CHANGE IN CONTROL" will be deemed to have occurred as of the first
day any one or more of the following paragraphs shall have been satisfied:
(a) Any Person, other than the Company, any Subsidiary or any employee
benefit plan (or related trust) of the Company or any such Subsidiary,
becomes the Beneficial Owner of 25% or more of the total voting power of
the Company's outstanding securities;
(b) 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 nominated for election
to the
1
<PAGE> 6
Supervisory Board with the approval of at least 75% of the other members
then still in office who were members at the beginning of the period shall
be considered for purposes of this paragraph (b) as having been a member at
the beginning of such period; or
(c) Upon the consummation of (i) any merger or other business
combination of the Company with or into another corporation pursuant to
which the persons who were shareholders of the Company immediately before
such consummation, do not own immediately after such consummation, more
than 70% 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 (ii) the sale, exchange or other disposition of all or
substantially all the consolidated assets of the Company.
2.8. "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
2.9. "COMMITTEE" means the Committee appointed by the Board to administer
the Plan as provided in Article 3 herein or, to the extent it functions as the
Committee as provided in Article 3 herein, the Organization and Compensation
Committee of the Supervisory Board.
2.10. "COMPANY" means Chicago Bridge & Iron Company N.V., a Netherlands
corporation, including, as may be applicable to the context, any and all
Subsidiaries and Affiliates, and any successor thereto.
2.11. "DIRECTOR" means any individual who is a member of the Board of
Directors of CB&I or any Subsidiary or Affiliate.
2.12. "DISABILITY" shall mean a mental or physical condition of a
Participant which the Committee, 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 be determined by the Committee. Any
determination of whether any condition of a Participant constitutes Disability
shall be made under rules uniformly applied to all Participants.
2.13. "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.3 hereof.
2.14. "EMPLOYEE" means any employee of CB&I or the Company or their
respective Subsidiaries and Affiliates. Directors who are not employed by any of
the foregoing shall not be considered Employees under this Plan.
2.15. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.
2.16. "FAIR MARKET VALUE" of Shares as of any date shall be determined on
the basis of the closing sale price of Shares on the principal securities
exchange on which the Shares are traded or if there is no such sale on the
relevant date, then on the last previous day on which a sale was reported.
2.17. "FISCAL YEAR" means a fiscal year of CB&I.
2.18. "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares
which is designated as an Incentive Stock Option and which is intended to meet
the requirements of Code Section 422, granted to a Participant pursuant to
Article 6 herein.
2.19. "NAMED EXECUTIVE OFFICER" means a Participant who, as of the last
date of a taxable year of CB&I, is one of the group of "covered employees," as
defined in the regulations promulgated under Code Section 162(m), or any
successor statute.
2.20. "NONEMPLOYEE DIRECTOR" means an individual who is a member of the
Supervisory Board but who is not an Employee.
2.21. "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Shares which is not intended to meet the requirements of Code Section 422,
granted to a Participant pursuant to Article 6 herein.
2.22. "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option.
2
<PAGE> 7
2.23. "OPTION PRICE" means the price at which a Share may be purchased by
a Participant pursuant to an Option.
2.24. "OPTIONEE" means the Participant or, if the Participant has died,
his or her Beneficiary, or other person determined under Section 6.9, entitled
to exercise any Option.
2.25. "PARTICIPANT" means an Employee or Nonemployee Director who has
outstanding an Award.
2.26. "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).
2.27. "PERFORMANCE SHARE" means an Award providing for the payment of a
variable number of Shares depending on the achievement of performance goals,
granted to a Participant pursuant to Article 8 herein.
2.28. "PERFORMANCE UNIT" means an Award providing for the payment of an
amount based on either the Fair Market Value of Shares or the appreciation in
Fair Market Value of Shares upon the achievement of performance goals, granted
to a Participant, pursuant to Article 8 herein.
2.29. "PERIOD OF RESTRICTION" means the period during which the transfer
of Restricted Stock Shares or Restricted Stock Units is limited in some way
(based on the passage of time, the achievement of performance goals, or upon the
occurrence of other events, as determined by the Committee, at its discretion),
and the Shares are subject to a substantial risk of forfeiture, as provided in
Article 7 herein.
2.30. "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, and
shall include a "group" as defined in Section 13(d) thereof.
2.31. "RESTRICTED STOCK" means Restricted Stock Shares or Restricted Stock
Units.
2.32. "RESTRICTED STOCK SHARES" means Shares which are issued and awarded
to Participants subject to a substantial risk of forfeiture and restrictions on
such Shares during the Period of Restriction as provided in Article 7 herein.
2.33. "RESTRICTED STOCK UNIT" means a bookkeeping unit that represents the
right of a Participant to be issued and to receive a Share upon lapse of risks
of forfeiture and restrictions on such Units during the Period of Restriction,
or at such later time as shall be determined by the Committee in its discretion
upon grant of the Award or, with the consent of the Participant, after grant of
the Award, as provided in Article 7 herein.
2.34. "RETIREMENT" means a termination of employment after (i) age 55 and
at least a 10 year period of employment by CB&I or the Company or their
respective present or former Subsidiaries or Affiliates, (ii) a 30-year period
of such employment, or (iii) age 65; provided, however, that the Committee as
part of an Award Agreement or otherwise may provide that for purposes of this
Section, a Participant may be credited with such additional years of age and
employment as the Committee in its sole discretion shall determine is
appropriate, and may provide such additional or different conditions for
Retirement as the Committee in its sole discretion shall determine is
appropriate.
2.35. "SHARES" means shares of common stock of the Company.
2.36. "SUBSIDIARY" means any corporation in which CB&I or the Company owns
directly, or indirectly through subsidiaries, at least 50% of the total combined
voting power of all classes of stock, or any other entity (including, but not
limited to, partnerships and joint ventures) in which CB&I or the Company owns
at least 50% of the combined equity thereof.
2.37. "SUPERVISORY BOARD" means the Supervisory Board of the Company.
2.38. "VESTING DATE" means with respect to Restricted Stock and Restricted
Stock Units the date (if any) on which the risks of forfeiture and restrictions
on such Restricted Stock Shares or Units during the Period of Restriction have
terminated (by their terms or by other action of the Committee consistent with
this Plan) and all other conditions or restrictions applicable to such
Restricted Stock Shares or Units have been satisfied.
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ARTICLE 3. -- ADMINISTRATION
3.1 THE COMMITTEE. The Plan shall be administered by a Committee, the
members of which shall be appointed from time to time by, and shall serve at the
discretion of, the Board; provided, however, that (i) with respect to grants and
Awards made or to be made to or held by any member of such Committee or any
Named Executive Officer, the Plan shall be administered by the Organization and
Compensation Committee of the Supervisory Board; and (ii) the Organization and
Compensation Committee of the Supervisory Board may in its sole discretion
exercise directly any power, right, duty or function of the Committee, including
but not limited to the grant or amendment of an Award to any Employee or
Nonemployee Director.
3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or bylaws of CB&I, and subject to the provisions
herein, the Committee shall have full power to select Employees and Nonemployee
Directors who shall participate in the Plan; determine the sizes and types of
Awards; determine the terms and conditions of Awards in a manner consistent with
the Plan; construe and interpret the Plan and any agreement or instrument
entered into under the Plan as they apply to Employees; establish, amend, or
waive rules and regulations for the Plan administration as they apply to
Employees; and (subject to the provisions of Article 14 herein) amend the terms
and conditions of any outstanding Award to the extent such terms and conditions
are within the discretion of the Committee as provided in the Plan. Further, the
Committee shall make all other determinations which may be necessary or
advisable for the administration of the Plan. As permitted by law, the Committee
may delegate its authority as specified herein.
3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the Plan and all related orders and resolutions of the
Board shall be final, conclusive and binding on all Persons, including CB&I, the
Company, their respective shareholders, Directors, members of the Supervisory
Board, Employees, Participants, and their estates and beneficiaries.
ARTICLE 4. -- SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS
4.1. NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 4.3 herein, the number of Shares reserved for issuance to
Participants under the Plan is 1,130,000. The maximum aggregate number of Shares
with respect to which Awards may be granted in any fiscal year to any
Participant in the form of Stock Options is 250,000. The maximum aggregate
number of Shares with respect to which Awards may be granted in the form of
Restricted Stock Shares, Restricted Stock Units, Performance Shares and
Performance Units combined in any fiscal year to any Participant is 125,000.
4.2 FORFEITED AND REACQUIRED SHARES. If any Shares subject to any Award
are forfeited or such Award otherwise terminates without the issuance of such
Shares or of other consideration in lieu of such Shares, the Shares subject to
such Award, to the extent of any such forfeiture or termination, shall again be
available for grant under the Plan. If Shares are applied to pay the Option
price upon exercise of an Option or to satisfy federal, state or local tax
withholding requirements pursuant Section 15.2, the Shares so applied shall be
added to the Shares permitted under the limitations of Section 4.1 in
determining the number of Shares remaining for issuance and for grants of Awards
with respect to such Shares under the Plan.
4.3. ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as a merger, consolidation, separation, spin-off, or other distribution of
stock or property of the Company, or any reorganization (whether or not such
reorganization comes within the definition of such term in Code Section 368) or
any partial or complete liquidation of the Company, the Committee shall adjust
the number and class of Shares which may be issued under Section 4.1 and in the
limitation of Section 4.1 on grants of Awards with respect to Shares, in the
number, class and/or price of Shares subject to outstanding Awards, as the
Committee in its sole discretion determines to be appropriate and equitable to
prevent dilution or enlargement of rights; provided, however, that the number of
Shares subject to any Award shall always be a whole number.
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4.4. FRACTIONAL SHARES. No fractional Shares shall be issued to
Participants under the Plan. If for any reason an Award or adjustment thereto
would otherwise result in the issuance of a fractional Share to a Participant,
the Company shall pay the Participant in cash the Fair Market Value of such
fractional Share.
ARTICLE 5. -- ELIGIBILITY AND PARTICIPATION
5.1. ELIGIBILITY. Persons eligible to participate in this Plan include
all Employees, including Employees who are members of the Board, and Nonemployee
Directors.
5.2. ACTUAL PARTICIPATION. Subject to the terms and provisions of the
Plan, the Committee may, from time to time, select from all eligible individuals
those to whom Awards shall be granted and shall determine the nature and amount
of each Award.
ARTICLE 6. -- STOCK OPTIONS.
6.1. GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
the Committee may grant Options to Participants in such number, and upon such
terms, and at any time and from time to time, as the Committee in its discretion
may determine. The date an Option is granted shall be the day on which the
Committee acts to award a specific number of Shares to a Participant at a
specific Option Price, and shall be specified in each Award Agreement.
6.2. AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the expiration date of the
Option, the number of Shares to which the Option pertains, and such other
provisions as the Committee shall determine. The Award Agreement also shall
specify whether or not the Option is intended to be an ISO.
6.3. OPTION PRICE. The Option Price for each grant of an Option under
this Plan shall be at least equal to 100% of the Fair Market Value of a Share on
the date the Option is granted.
6.4. DURATION OF OPTIONS. Each Option shall expire at such time (not
later than the 10th anniversary of its date of grant) as the Committee shall
determine at the time of grant. If an Award Agreement does not specify an
expiration date, the Option shall expire on the 10th anniversary of its date of
grant.
6.5. EXERCISE OF OPTIONS. Options shall be exercisable at such times and
be subject to such restrictions and conditions as the Committee shall in each
instance approve, which need not be the same for each grant or for each
Participant.
6.6. PAYMENT. If the Award Agreement does not otherwise specify the
manner of exercise, Options shall be exercised by the delivery of a written
notice of exercise to CB&I identifying the Option(s) being exercised, completed
by the Optionee and delivered during regular business hours to the office of the
Secretary of CB&I, or sent by certified mail to the Secretary of CB&I,
accompanied by a negotiable check or other cash equivalent in full payment for
the Shares. A copy of such notice of exercise shall also be delivered by the
Optionee to the office of the Secretary of the Company.
In the discretion of the Committee and as set forth in the Award Agreement,
the Optionee may pay the Option Price to CB&I upon exercise of any Option by
tendering previously acquired Shares which have been held by the Optionee for at
least six months and which have an aggregate Fair Market Value at the time of
exercise equal to the total Option Price, or by a combination of such Shares and
a check or other cash equivalent.
The Committee also may allow cashless exercise as permitted under Federal
Reserve Board's Regulation T, subject to applicable securities law restrictions,
or exercise by any other means which the Committee determines to be consistent
with the Plan's purpose and applicable law.
Subject to any governing rules or regulations, as soon as practicable after
receipt of a written notification of exercise and full payment, CB&I shall
deliver, or have delivered, to the, Optionee, in the Optionee's name,
certificates for an appropriate number of Shares based upon the number of Shares
purchased under the Option(s).
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6.7. RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option under
this Article 6 as it may deem advisable, including, without limitation,
restrictions under applicable securities laws and under the requirements of any
stock exchange or market upon which such Shares are then listed and/or traded.
6.8. TERMINATION OF EMPLOYMENT. Each Participant's Option Award Agreement
shall set forth the extent to which the Participant shall have the right to
exercise the Option following termination of the Participant's employment as an
Employee or service as a Director. Such provisions shall be determined in the
sole discretion of the Committee, shall be included in the Award Agreement
entered into with each Participant, need not be uniform among all Options issued
pursuant to this Article 6, and may reflect distinctions based on the reasons
for termination of employment.
6.9. NONTRANSFERABILITY OF OPTIONS.
(A) INCENTIVE STOCK OPTIONS. No ISO may be sold, transferred,
pledged, assigned, or otherwise alienated, other than by will or by the
laws of descent and distribution. Further, all ISOs granted to a
Participant under this Article 6 shall be exercisable during his or her
lifetime only by such Participant or by designation of a Beneficiary in
accordance with Article 10.
(B) NONQUALIFIED STOCK OPTIONS. Except as otherwise provided in a
Participant's Award Agreement, no NQSO may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by
the laws of descent and distribution. Further, except as otherwise provided
in a Participant's Award Agreement, all NQSOs granted to a Participant
under this Article 6 shall be exercisable during his or her lifetime only
by such Participant or by designation of a Beneficiary in accordance with
Article 10.
ARTICLE 7. -- RESTRICTED STOCK.
7.1. GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of
the Plan, the Committee may grant Awards of Restricted Stock Shares or
Restricted Stock Units to Participants in such amounts and upon such terms, and
at any time and from time to time, as the Committee shall in its discretion
determine.
7.2. RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Award Agreement that shall specify whether the
grant is an Award of Restricted Stock Shares or Restricted Stock Units, the
Period(s) of Restriction, the number of Shares or Units of Restricted Stock
granted, and such other provisions as the Committee shall determine.
7.3. TRANSFERABILITY. Except as otherwise provided in this Article 7,
Restricted Stock Units may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated; and Restricted Stock Shares may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
until the end of the applicable Period of Restriction established by the
Committee and specified in the Restricted Stock Award Agreement, or upon earlier
satisfaction of any other conditions, as specified by the Committee in its sole
discretion and set forth in the Restricted Stock Award Agreement. Except as
otherwise provided in this Article 7, Restricted Stock Shares shall become
freely transferable by the Participant upon the Vesting Date, and Shares issued
in respect of Restricted Stock Units shall be freely transferable by the
Participant upon issuance to the Participant on or after the Vesting Date.
7.4. OTHER RESTRICTIONS. The Committee may impose such other conditions
and/or restrictions on any Shares or Units of Restricted Stock granted pursuant
to the Plan as it may deem advisable, including, without limitation, a
requirement that Participants pay a stipulated purchase price at a stipulated
time for each Share or Unit of Restricted Stock, restrictions and conditions of
vesting or forfeiture based upon the achievement of specific performance goals
(Company-wide, divisional, and/or individual), time-based restrictions on
vesting following the attainment of the performance goals, and/or restrictions
under applicable Federal or state securities laws.
If the Restricted Stock Award is made in Restricted Stock Shares, CB&I
shall retain the certificates representing Shares in CB&I's possession until the
Vesting Date. If the Restricted Stock Award is made in
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Restricted Stock Units, no Shares shall be issued until the Vesting Date, but
Shares shall be issued in respect of such Units as of or after the Vesting Date.
In either case, certificates for Shares shall be delivered to the Participant on
or as soon as practicable after the Vesting Date, or at such later time or times
as shall be determined by the Committee in its discretion upon grant of the
Award or, with the consent of the Participant, after grant of the Award.
7.5. VOTING RIGHTS. Unless otherwise provided in the Award Agreement,
Participants awarded Restricted Stock Shares hereunder which have not been
forfeited may exercise full voting rights with respect to those Shares during
the Period of Restriction. Restricted Stock Units shall not confer any voting
rights (unless and until Shares are issued therefor on or after the Vesting
Date).
7.6. DIVIDEND AND OTHER DISTRIBUTIONS. Unless otherwise provided in the
Award Agreement, if during the Period of Restriction prior to a Vesting Date or
forfeiture of Restricted Stock:
(a) Cash dividends are paid on Shares, (i) the Company shall pay
Participants holding Restricted Stock Shares the regular cash dividends
paid with respect to the Shares; and (ii) the Company shall pay
Participants holding Restricted Stock Units an amount equal to the cash
dividends paid on an equivalent number of Shares;
(b) Dividends in Shares are paid in Shares, (i) Participants holding
Restricted Stock Shares shall be credited with such dividends as additional
Restricted Stock Shares subject to the same restrictions as the underlying
Shares; and (ii) Participants holding Restricted Stock Units shall be
credited with additional Restricted Stock Units equivalent to such
dividends, subject to the same restrictions as the underlying Units.
The Committee may in its discretion apply any restrictions to the dividends
that the Committee deems appropriate.
7.7. TERMINATION OF EMPLOYMENT. Except as otherwise provided in the Award
Agreement, if the Participant's employment as an Employee or service as a
Director with CB&I or the Company or their respective Subsidiaries and
Affiliates terminates for any reason during the Period of Restriction, all
Restricted Stock as to which the Period of Restriction has not yet expired or as
to which a Vesting Date has not otherwise occurred shall be forfeited. The
Committee in its discretion may set forth in the Award Agreement the extent to
which the Participant shall nevertheless have the right to receive vested
unrestricted Shares at or after termination of the Participant's employment as
an Employee or service as a Director. Such provisions shall be determined in the
sole discretion of the Committee, shall be included in the Award Agreement
entered into with each Participant, need not be uniform among all Shares or
Units of Restricted Stock issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination of employment.
7.8. RIGHTS PERSONAL TO PARTICIPANT. All rights prior to the Vesting Date
with respect to the Restricted Stock granted to a Participant under the Plan
shall be available during his or her lifetime only to such Participant, or in
the event of the Participant's death prior to the Vesting Date, to the
Beneficiary designated in accordance with Article 10.
ARTICLE 8. -- PERFORMANCE UNITS AND PERFORMANCE SHARES
8.1. GRANT OF PERFORMANCE UNITS/SHARES. Subject to the terms and
provisions of the Plan, the Committee may grant Awards of Performance Units
and/or Performance Shares to Participants in such amounts and upon such terms,
and at any time and from time to time, as the Committee shall in its discretion
determine.
8.2. VALUE OF PERFORMANCE UNITS/SHARES. Each Performance Unit shall have
an initial value that is established by the Committee at the time of grant. The
Committee shall set performance goals in its discretion which, depending on the
extent to which they are met, will determine the number and/or value of
Performance Units/Shares that will be paid out to the Participant. For purposes
of this Article 8, the time period during which the performance goals must be
met shall be called a "Performance Period."
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8.3. EARNING OF PERFORMANCE UNITS/SHARES. Subject to the terms of this
Plan, after the applicable Performance Period has ended, the holder of
Performance Units/Shares shall be entitled to receive payout on the number and
value of Performance Units/Shares earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding
performance goals have been achieved.
8.4. FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES. Payment of
earned Performance Units/Shares shall be made in a single lump sum, as soon as
practicable after the Committee has certified the number of Performance
Units/Shares earned for the Performance Period, or at such later time or times
as shall be determined by the Committee in its discretion upon grant of the
Award or, with the consent of the Participant, after grant of the Award. Subject
to the terms of this Plan and except as otherwise provided in an Award
Agreement, the Committee shall pay earned Performance Shares in Shares but may
in its sole discretion pay earned Performance Units in the form of cash or in
Shares (or in a combination thereof) which have an aggregate Fair Market Value
equal to the value as of the date of distribution of the number of earned
Performance Units at the close of the applicable Performance Period. Such Shares
may be granted subject to any restrictions deemed appropriate by the Committee.
Unless otherwise provided in the Award Agreement, Participants shall be
entitled to receive any dividends paid with respect to Shares which have been
earned in connection with grants of Performance Units/Shares but not yet
distributed to Participants, such dividends to be subject to the same terms and
conditions as apply to dividends earned with respect to Restricted Stock, as set
forth in Section 7.6 herein.
8.5. TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
RETIREMENT. Unless determined otherwise by the Committee and set forth in the
Participant's Award Agreement, in the event the employment or service as a
Director of a Participant is terminated by reason of death, Disability, or
Retirement during a Performance Period, the Participant shall receive a payout
of the Performance Units/Shares in a reduced amount prorated according to the
ratio of the length of Participant's employment or service in the Performance
Period to the length of the Performance Period, as specified by the Committee in
its discretion. Payment of earned Performance Units/Shares shall be made at a
time specified by the Committee in its sole discretion and set forth in the
Participant's Award Agreement. Notwithstanding the foregoing, with respect to
Named Executive Officers who retire during a Performance Period, payments shall
be made at the same time as payments are made to Participants who did not
terminate employment or service during the applicable Performance Period.
8.6. TERMINATION OF EMPLOYMENT FOR OTHER REASONS. In the event that a
Participant's employment or service terminates for any reason other than those
reasons set forth in Section 8.5 herein, all Performance Units/Shares shall be
forfeited by the Participant to CB&I unless determined otherwise by the
Committee, as set forth in the Participant's Award Agreement.
8.7. NONTRANSFERABILITY. Except as otherwise provided in a Participant's
Award Agreement, Performance Units/Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated, other than by will or by the laws of descent
and distribution or by designation of a Beneficiary in accordance with Article
10. Further, except as otherwise provided in a Participant's Award Agreement, a
Participant's rights under the Plan shall be exercisable during the
Participant's lifetime only by the Participant or the Participant's legal
representative.
ARTICLE 9. -- PERFORMANCE MEASURES.
The performance measure(s) to be used for purposes of Awards to Named
Executive Officers which are designed to qualify for the Performance-Based
Exception shall be chosen from among net income (either before or after
interests, taxes, depreciation and amortization), share price, earnings per
share, operating income, return on net assets, return on equity, return on
capital or investments, total shareholder return, savings in working capital,
reduction in expense levels, operating cash flow, free cash flow, or economic
value added, in each case where applicable determined either on a Company-wide
basis or in respect of any one or more business units.
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The Committee shall have the discretion to adjust the determinations of the
degree of attainment of the pre-established performance goals; provided,
however, that Awards to Named Executive Officers, which are designed to qualify
for the Performance-Based Exception, may not be adjusted upward (the Committee
shall retain the discretion to adjust such Awards downward).
In the event that the Committee determines that it is advisable to grant
Awards which shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).
ARTICLE 10. -- BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid, to exercise any Stock Option, or
succeed to the ownership of any Restricted Stock Performance Units/Shares or
other Award as provided in this Plan, in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Committee during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.
ARTICLE 11. -- DEFERRALS
The Committee may, subject to Section 14.3, in the Award Agreement or
otherwise, permit or require a Participant to defer such Participant's receipt
of the payment of cash or the delivery of Shares that would otherwise be due to
such Participant by virtue of the exercise of an Option, the lapse or waiver of
restrictions with respect to Restricted Stock, or the satisfaction of any
requirements or goals with respect to Performance Units/Shares. If any such
deferral election is required or permitted, the Committee shall, in its sole
discretion, establish rules and procedures for such payment deferrals.
ARTICLE 12. -- RIGHTS OF EMPLOYEES
12.1. EMPLOYMENT. Nothing in the Plan shall interfere with or limit in
any way the right of CB&I to terminate any Participant's employment at any time,
nor confer upon any Participant any right to continue in the employ of CB&I.
12.2. PARTICIPATION. No Employee or Director shall have the right to be
selected to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.
ARTICLE 13. -- CHANGE IN CONTROL
13.1. TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of a Change in
Control, unless otherwise specifically prohibited under applicable laws, or by
the rules and regulations of any governing governmental agencies or national
securities exchanges:
(a) Any and all Options granted hereunder shall become immediately
exercisable, and shall remain exercisable throughout their entire term;
(b) Any restriction periods and restrictions imposed on Restricted
Shares shall lapse; and
(c) The target payout opportunities attainable under all outstanding
Awards of Restricted Stock, Performance Units and Performance Shares shall
be deemed to have been fully earned for the entire Performance Period(s) as
of the effective date of the Change in Control. The vesting of all Awards
denominated in Shares shall be accelerated as of the effective date of the
Change in Control, and there shall be paid out in cash to Participants
within 30 days following the effective date of the Change in Control an
amount based upon an assumed achievement of all relevant performance goals.
13.2. TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan or any provision
of any Award Agreement, the provisions of this Article 13
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may not be terminated, amended, or modified on or after the date of Change in
Control to affect adversely any Award theretofore granted without the prior
written consent of the Participant with respect to said Participant's
outstanding Awards; provided, however, the Board, upon recommendation of the
Committee, may terminate, amend, or modify this Article 13 at any time and from
time to time prior to the date of a Change of Control.
ARTICLE 14. -- AMENDMENT, MODIFICATION, AND TERMINATION
14.1. AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part.
14.2. ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting CB&I or the Company, or the financial statements
of CB&I or the Company, or of changes in applicable laws, regulations or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.
14.3. AWARDS PREVIOUSLY GRANTED. The Committee may amend or modify any
outstanding Award Agreement in any manner consistent with this Plan for an
original Award Agreement, provided, however, that no amendment or modification
of an Award Agreement shall adversely affect in any material way the Award
previously granted without the written consent of the Participant holding such
Award. No termination, amendment or modification of the Plan shall adversely
affect in any material way any Award previously granted without the written
consent of the Participant holding such Award.
ARTICLE. 15. -- WITHHOLDING
15.1. TAX WITHHOLDING. CB&I shall have the power and the right to deduct
or withhold, or require a Participant to remit to CB&I, an amount sufficient to
satisfy Federal, state, and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a result
of this Plan.
15.2. SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options, upon the lapse of restrictions on Restricted Stock, or upon
any other taxable event arising as a result of Awards granted hereunder,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having CB&I withhold Shares
having a Fair Market Value on the date the tax is to be determined equal to the
minimum statutory total tax which could be imposed on the transaction. All such
elections shall be irrevocable, made in writing, and shall be subject to any
restrictions or limitations that the Committee, in its sole discretion, deems
appropriate.
ARTICLE 16. -- INDEMNIFICATION
Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by CB&I against and from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
him or her in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be party or in which he or she may be involved
by reasons of any action taken or failure to act under the Plan and against and
from any and all amounts paid by him or her in settlement thereof, with CB&I's
approval, or paid by him or her in satisfaction of any judgment of any such
action, suit, or proceeding against him or her, provided he or she shall give
CB&I an opportunity, at its own expense, to handle and defend the same before he
or she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Articles of Association, CB&I's Certificate of Incorporation or bylaws, any
agreement, as a matter of law, or otherwise, or any power that CB&I may have to
indemnify them or hold them harmless.
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ARTICLE 17. -- SUCCESSORS
All obligations of CB&I under the Plan with respect to Awards granted
hereunder shall be binding on any successor to CB&I, whether such successor
arises as a result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of CB&I.
ARTICLE 18. -- LEGAL CONSTRUCTION
18.1. GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.
18.2. SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
18.3. REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
18.4. SECURITIES LAW COMPLIANCE. Transactions under this Plan are intended
to comply with all applicable conditions of Rule 16b-3 under the Exchange Act
(or any successor rule). The extent any provision of the Plan or action by the
Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.
18.5. GOVERNING LAW. To the extent not preempted by federal law, the Plan
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the state of Illinois, without regard to its provisions regarding
conflict of laws.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
WITH RESPECT TO FORM S-8
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 10, 1999
included (or incorporated by reference) in the Chicago Bridge & Iron Company
N.V.'s Form 10-K for the year ended December 31, 1998 and to all references to
our Firm included in this registration statement.
It should be noted that we have not made an examination of any financial
statements of Chicago Bridge & Iron Company N.V. and Subsidiaries as of any
date or for any period subsequent to December 31, 1998, the date of the latest
financial statements covered by our report.
/s/ Arthur Andersen
Amsterdam, The Netherlands
September 10, 1999
