8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2014

THE BABCOCK & WILCOX COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE	001-34658	80-0558025
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE, NORTH CAROLINA	28277
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, including Area Code: (704) 625-4900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 31, 2014, the board of directors of The Babcock &Wilcox Company (“B&W”, “us”, “we” or “our”) approved plans to pursue a spin-off of its power generation business, which is expected to continue operating under the “Babcock & Wilcox” name (the “New B&W”), from its government and nuclear operations business to create two independent, publicly traded companies. Upon completion of the proposed separation, B&W is expected to be renamed BWX Technologies, Inc. (“BWXT”).

Once the proposed separation is completed: (a) John A. Fees, currently Chairman of B&W’s Board of Directors, is expected to become Executive Chairman of BWXT; (b) E. James Ferland, B&W’s current President and Chief Executive Officer and director, is expected to resign from B&W and become Chief Executive Officer of the New B&W and Chairman of its board of directors; and (c) P. Sandy Baker, B&W’s current President of Babcock & Wilcox Government and Nuclear Operations, Inc., is expected to become Chief Executive Officer of BWXT.

Also upon completion of the proposed separation, Mr. Anthony S. Colatrella, B&W’s current Senior Vice President and Chief Financial Officer, is expected to leave B&W and David S. Black, B&W’s current Vice President and Chief Accounting Officer, is expected to become BWXT’s Senior Vice President and Chief Financial Officer. In addition, Jenny L. Apker, B&W’s current Vice President, Treasurer and Investor Relations, is expected to become the New B&W’s Senior Vice President and Chief Financial Officer.

In contemplation of the proposed separation, on November 5, 2014, we entered into: (1) retention agreements (“retention agreements”) with Mr. Ferland, Mr. Baker, Mr. Black and Ms. Apker and also with James D. Canafax, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary; (2) a severance agreement with Mr. Fees in connection with his expected appointment as Executive Chairman of BWXT; (3) a severance agreement with Mr. Colatrella (collectively with Mr. Fees’ severance agreement, the “severance agreements”); and (4) along with Babcock & Wilcox Power Generation Group, Inc. (“PGG”), an employment agreement with Mr. Ferland (the “Ferland employment agreement”). Except with respect to the severance protections (described below), the Ferland employment agreement and the payments and benefits to be provided under the retention agreement or severance agreement, as applicable, with each of the individuals identified in this filing (each, an “executive”), are subject to the completion of the proposed separation (or the earlier occurrence of the disposition of all or substantially all of the operations of BWXT or PGG, whether by sale or otherwise) (the proposed separation or such other event, a “restructuring transaction”).

The retention agreements, severance agreements and Ferland employment agreement are each summarized below. This summary is qualified by reference to the forms of such agreements, which are attached as exhibits to this report and incorporated by reference.

Retention Stock Awards. Under the retention agreements, if the applicable executive is employed with us on the date we set the record date for a restructuring transaction, the executive will receive a one-time grant of either restricted B&W common stock or restricted stock units (“RSUs”) (the “retention stock award”) under the B&W 2010 Long-Term

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Incentive Plan, as amended and restated February 25, 2014 (the “LTIP”). The retention stock award will vest one-third on the 30th day following the effective date of the restructuring transaction and two-thirds on the first anniversary of the effective date of the restructuring transaction, so long as the executive remains continuously employed through the applicable vesting date. The retention stock award will vest in full upon the executive’s earlier termination of employment due to death or “disability” (as defined in the respective retention agreements).

The number of shares to be subject to the retention stock award, rounded down to the nearest whole share, to be granted, will be calculated as follows:

(1) for Mr. Ferland, (a) one-and-a-half (1.5) times the sum of Mr. Ferland’s salary in effect on the date of his retention agreement plus his 2015 target bonus under the incentive compensation plan in which he participates (the “ICP”), divided by (b) the closing price of one share of B&W’s common stock, as applicable, on the third trading day following the fiscal 2014 third quarter release of our earnings (the “post-release share price”);

(2) for Mr. Canafax, (a) two (2) times the sum of his annual base salary in effect as of the record date of the restructuring transaction plus his target bonus under the ICP for the year in which the restructuring transaction occurs, divided by (b) the post-release share price; and

(3) for all of the other executives receiving a retention stock award, (a) the sum of the executive’s annual base salary in effect as of the record date of the restructuring transaction, plus the executive’s target bonus under the ICP in which the executive participates (except for Messrs. Baker and Black and Ms. Apker, these amounts will be based on their anticipated salary and target bonus amounts in respect of their expected promotions) for the year in which the restructuring transaction occurs, divided by (b) the post-release share price.

Ferland Cash Retention Award. Mr. Ferland’s retention agreement also provides for a one-time cash retention award equal to two (2) times the sum of Mr. Ferland’s salary in effect on the date of his retention agreement plus his 2014 target bonus under the ICP, 50% of which would be paid on each of the second and third anniversaries of the restructuring transaction if Mr. Ferland remains continuously employed with PGG at each such date. If Mr. Ferland’s employment is terminated by the company without “cause” or by him for “good reason” (each as defined more specifically in Mr. Ferland’s retention agreement or employment agreement, as applicable) or if PGG elects not to renew Mr. Ferland’s employment under the Ferland employment agreement (described below), Mr. Ferland will become immediately vested in 50% of his cash retention award (to the extent any portion of his award is unvested at such time.) Any unpaid portion of Mr. Ferland’s cash retention award will vest in full upon Mr. Ferland’s termination of employment due to death or disability and upon a “change in control” (as defined in Mr. Ferland’s change in control agreement between Mr. Ferland and us, dated November 8, 2013) that occurs after a restructuring transaction.

Severance Protections. Each of the retention agreements and the severance agreements provide for severance payments and benefits in the event that the executive’s employment with us or one of our subsidiaries or a successor company (including the separated BWXT or PGG) is terminated prior to: (a) the effective date of the restructuring

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transaction, in the case of Mr. Ferland; (b) the second anniversary of the effective date of the restructuring transaction, in the case of Messrs. Fees and Canafax; and (c) for all other executives, the first anniversary of the effective date of the restructuring transaction, either by the employer company for any reason other than “cause” or “disability” or by the executive for “good reason” (each as defined in the applicable retention or severance agreement). The severance payments and benefits would include the following for each executive, subject to his or her execution of a release of claims against us, a successor company, and certain affiliated persons and parties:

(1) payment, in cash, of any bonus under the ICP in which the executive participates with respect to the immediately preceding year (as determined under the applicable retention or severance agreement), if such bonus has not been paid as of the date of termination;

(2) payment, in cash of a pro-rated bonus under the ICP in which the executive participates with respect to the fiscal year of termination (as determined under the terms of the applicable retention or severance agreement);

(3) payment, in cash, of a lump-sum equal to the product of (a) two-and-ninety-nine hundredths (2.99) times for Mr. Fees, two-and-one half (2.5) for Mr. Ferland, and two (2) for Mr. Canafax and all other executives, multiplied by (b) the sum of the executive’s annual base salary and target bonus under the applicable bonus plan, each as in effect immediately before such termination employment, or, if higher, as in effect immediately before the first event constituting “good reason” (as defined in the applicable retention or severance agreement);

(4) payment, in cash, of a lump-sum equal to three (3) times the full annual cost of coverage for medical, dental and vision benefits provided to the executive and his or her covered dependents;

(5) Other than under Mr. Fees’ severance agreement, (a) full vesting in all outstanding long-term equity incentive awards granted on or prior to December 31, 2014 (and excluding for the avoidance of doubt any retention stock award) and settlement (assuming achievement of any performance goals at target rates) of all restricted stock and RSUs within 60 days after the date of termination, except as more specifically provided in the retention and severance agreements; and (b) all vested options granted on or prior to December 31, 2014 will remain exercisable for the balance of their original term; and

(6) full vesting in the executive’s account balance in the B&W Supplemental Executive Retirement Plan and Defined Contribution Restoration Plan (or any successor plans).

Change in Control Severance Protections. Under the retention agreements and severance agreements, if a “change in control” (as defined under the retention agreements, severance agreements and Mr. Ferland’s change in control Agreement, as applicable) occurs at a time when the retention or severance agreement, as applicable, is in effect, and the executive is a party to a change in control agreement with B&W (or any successor entity) (a “change in control agreement”), then:

(a) the executive will only be entitled to the change in control severance protections contained in his or her respective change in control agreement (in

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the case of Mr. Ferland, except as modified under his retention agreement as described below), and not also his or her retention agreement or severance agreement, as applicable; and

(b) for the avoidance of doubt, any executive who experiences a termination under circumstances entitling him to severance protections under a change in control agreement will also vest in full in his or her retention stock award.

Mr. Ferland’s retention agreement modifies his change in control agreement as follows: (1) after November 5, 2014 but before the effective date of a restructuring transaction, the cash severance multiple that is applied to a base salary and target bonus formula under the change in control agreement is reduced from two-and-ninety-nine hundredths (2.99) times to two-and-one-half (2.5) times; (2) upon the effective date of a restructuring transaction, this cash severance multiple is further reduced from two-and-one-half (2.5) times to one (1.0) times; but if the effective date of a restructuring transaction does not occur by January 1, 2016, Mr. Ferland’s change in control agreement will continue in effect without regard to these modifications.

Mr. Fees’ severance agreement requires us to enter into our standard form of change in control agreement with Mr. Fees prior to the effective date of a restructuring transaction, except the form will provide that the cash severance multiple to be applied to a base salary and target bonus formula under the change in control agreement will be two-and-ninety nine hundredths (2.99) times.

Restrictive Covenants. Under the retention agreements and severance agreements, the executives are subject to the following restrictive covenants:

(1) a perpetual confidentiality covenant; and

(2) during employment and for one year (two years in the case of Mr. Ferland) following the termination of the executive’s employment for any reason, a covenant not to solicit B&W employees or customers;

(3) for Mr. Ferland, during employment and for two years after the termination of his employment for any reason, a covenant not to compete with us or PGG and, as a condition to receiving any severance payments, a nondisparagement covenant; and

(4) for the other executives, as a condition to receiving any severance payments, each such individual must agree to a one-year, post-employment nondisparagement covenant and noncompetition covenant.

John Fees Arrangement. On October 31, 2014, our board of directors also approved the following compensation to be paid to Mr. Fees, subject to consummation of the restructuring transaction, upon his expected appointment as Executive Chairman of BWXT:

(1) an annual base salary of $500,000;

(2) a target bonus award opportunity equal to 60% of his annual base salary in accordance with the applicable BWXT executive incentive program; and

(3) a fully vested restricted stock or RSU award to be granted under the LTIP upon the effective date of the restructuring transaction, with a grant date value equal to $1 million.

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Ferland Employment Agreement. The Ferland employment agreement is for a one-year term commencing on the effective date of the restructuring transaction and automatically renews for successive one-year terms unless either party provides prior written notice of nonrenewal 90 days before the end of the then-current term. Under the Ferland employment agreement:

(1) Mr. Ferland will serve as the chief executive officer of PGG and, if elected, as a member and Chairman of PGG’s board of directors.

(2) Mr. Ferland will be entitled to the same annual base salary and annual bonus award opportunity in effect immediately prior to the restructuring transaction for the first year following the effective date of the restructuring transaction. Thereafter, his compensation will be reviewed by PGG’s board of directors (or a committee thereof) as part of its normal compensation review practices.

(3) Mr. Ferland will be eligible to receive equity awards as determined by PGG’s board of directors.

(4) Mr. Ferland will be covered by severance protections that are the same as those provided under his retention agreement, except that: (a) his cash severance multiple of base salary plus target bonus will be one (1.0) times instead of two-and-one-half (2.5) times; and (b) Mr. Ferland will also be entitled to: (i) the severance payments and benefits if either party to the employment agreement elects not to renew the term of the agreement; (ii) accelerated vesting of any then outstanding portion of the retention stock award; and (iii) vesting of equity compensation granted on or after January 1, 2015, on a pro rata basis as further described in the Ferland employment agreement. For the avoidance of doubt, Mr. Ferland will not receive severance payments and benefits under both his retention agreement and his employment agreement.

(5) Mr. Ferland is also subject to confidentiality, non-solicitation and non-competition covenants with respect to PGG, similar to those set forth in his retention agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Restructuring Transaction Severance Agreement between The Babcock & Wilcox Company and John A. Fees.
10.2	Restructuring Transaction Retention Agreement between The Babcock & Wilcox Company and E. James Ferland.
10.3	Employment Agreement among The Babcock & Wilcox Company, Babcock & Wilcox Power Generation Group, Inc. and E. James Ferland.
10.4	Form of Restructuring Transaction Retention Agreement between the Babcock & Wilcox Company and certain of our executive officers.
10.5	Form of Restructuring Transaction Severance Agreement between the Babcock & Wilcox Company and certain of our executive officers.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE BABCOCK & WILCOX COMPANY
By:	/s/ James D. Canafax
	James D. Canafax, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

November 6, 2014

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EX-10.1

Exhibit 10.1

RESTRUCTURING TRANSACTION SEVERANCE AGREEMENT

This Restructuring Transaction Severance Agreement (“Agreement”) is by and between The Babcock & Wilcox Company and John A. Fees (“Executive”), dated as of November 5, 2014 (the “Agreement Date”).

If (1) the Company (as defined in Exhibit A to this Agreement), with the prior approval of the Board of Directors of the Company, engages in a transaction that results in the sale or other disposition of all or substantially all of the operations of either of its Subsidiaries, BWX Technologies, Inc. (“BWXT”) or Babcock & Wilcox Power Generation Group, Inc. (“PGG”, and each of BWXT and PGG, an “Operating Sub” and, together, the “Operating Subs”), whether by sale of the capital stock or assets of one or both of the Operating Subs, spinoff of one or both of the Operating Subs or otherwise (a “Restructuring Transaction”) with a Spin Effective Date (as defined in Exhibit A to this Agreement) that occurs prior to January 1, 2016, (2) in connection with such a Restructuring Transaction and on or prior to the applicable Spin Effective Date, Executive becomes an employee of BWXT (with the expectation that Executive’s position will be Executive Chair of the Board of Directors of BWXT), and (3) Executive’s employment is terminated under certain circumstances set out below on or following such a Restructuring Transaction, Executive will be entitled to the severance compensation and benefits set out below. The sale or disposition of less than 100% of the assets or stock of an Operating Sub shall not be considered a sale or other disposition of substantially all of the operations of such Operating Sub unless it is a sale or other disposition of at least 80% of the stock or assets of such Operating Sub. Terms that are capitalized (but not otherwise defined herein) are used as defined in Exhibit A to this Agreement. Not later than the Spin Effective Date the Company and Executive shall enter into the Company’s standard form of Change in Control Agreement (the “Change in Control Agreement”) which, in certain circumstances described below, will supersede this Agreement on and following a Change in Control (as defined in Exhibit A to this Agreement).

The Company and Executive agree as follows:

1. SEVERANCE BENEFITS: If Executive experiences a Covered Termination, he will be entitled to the payments and benefits set forth below; provided that the benefits described in Sections 1(b), (c), (d), (e) and (f) shall only be payable if the Executive executes a waiver and release prepared by the Company, which releases the Company and its affiliates, directors, officers and other customary persons from any claim or liability arising out of or related to Executive’s employment with or termination of employment from the Company or any of its affiliates (except for amounts to which Executive is legally entitled pursuant to employee benefit plans, Executive’s right to enforce this Agreement and rights to insurance coverage or indemnification), and 12-month post-employment nondisparagement and noncompetition covenants (the “Release”), which Release is not revoked within the time period provided therein, and the executed Release is delivered to the Company no later than forty-five (45) days after the Covered Termination.

(a) Accrued Benefits. The Accrued Benefits, payable within sixty (60) days after the Covered Termination, or such earlier time as may be required by applicable law.

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(b) SERP and Restoration Plan. As of the Covered Termination, a fully vested and non-forfeitable interest in Executive’s account balance in the SERP and the Restoration Plan, payable in accordance with the terms of SERP or the Restoration Plan, as applicable.

(c) Severance Payment Based on Salary and Target Bonus. An amount equal to 2.99 times the sum of Executive’s (x) Salary plus (y) Target Bonus, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

(d) Severance Payment Based on Bonus.

(1) Covered Termination Performance Year. An amount equal to the Target Bonus in respect of the calendar year in which the Executive’s Covered Termination occurs, prorated based on the number of days Executive was employed during such calendar year, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

(2) Prior Performance Year. If a bonus for the prior calendar year has not been paid as of the Executive’s Covered Termination, then Executive will be entitled to the Target Bonus in respect of such calendar year, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

(e) Health Care Benefits. An amount equal to three (3) times the full annual cost of coverage for medical, dental and vision benefits covering Executive and his covered dependents for the year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

In no event shall the benefits provided for in Sections 1(a), (c), (d) and (e) above be paid later than March 15th of the calendar year immediately following the calendar year in which the Executive’s Covered Termination occurs. For the avoidance of doubt, in the event of a Covered Termination, in no event shall Executive be eligible for or entitled to any other severance payments or benefits under any other severance plan, program or policy maintained by the Company or any of its Affiliates.

2. CHANGE IN CONTROL: In the event of a Change in Control, Executive’s Change in Control Agreement shall govern in lieu of this Agreement, such that in no event shall Executive receive duplicate severance payments and benefits pursuant to Section 1 of this Agreement and Executive’s Change in Control Agreement.

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3. INTERNAL REVENUE CODE 409A:

(a) Compliance. It is the intent of the parties that the provisions of this Agreement either comply with Code Section 409A and the Treasury regulations and guidance issued thereunder or that one or more elements of compensation or benefits be exempt from Code Section 409A. Accordingly, the parties intend that this Agreement be interpreted and operated in a manner consistent with such requirements in order to avoid the application of penalty taxes under Code Section 409A to the extent reasonably practicable. The Company shall neither cause nor permit: (i) any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Code Section 409A to comply with the applicable requirements of Code Section 409A; or (ii) any adjustments to any equity interest to be made in a manner that would result in the equity interest’s becoming subject to Code Section 409A unless, after such adjustment, the equity interest is in compliance with the requirements of Code Section 409A to the extent applicable. A Covered Termination shall constitute an “involuntary separation from service” for purposes of Code Section 409A.

(b) Waiting Period for Specified Employees. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as that term is defined in Code Section 409A) as of Executive’s Covered Termination, then any amounts or benefits which are payable under this Agreement upon Executive’s “Separation from Service” (within the meaning of Code Section 409A), which are subject to the provisions of Code Section 409A and not otherwise exempt under Code Section 409A, and would otherwise be payable during the first six-month period following such Separation from Service, shall be paid on the first business day that (i) is at least six months after the date after Executive’s Covered Termination or (ii) follows Executive’s date of death, if earlier (the “Waiting Period”). The benefits in Sections 1(a), (c), (d), and (e) are intended to be exempt from Code Section 409A under the “short-term deferral exemption” and thus the Waiting Period is not intended to apply to such benefits.

4. CONFIDENTIALITY AND NON-DISCLOSURE: Executive acknowledges that pursuant to this Agreement, the Company agrees to provide to him Confidential Information and has previously provided him other such Confidential Information. In return for this and other consideration, provided under this Agreement, Executive agrees that he will not, while employed by the Company or any Affiliate and thereafter, disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder as may otherwise be required by law or legal process (in which case Executive shall notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and information).

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5. RETURN OF PROPERTY: Executive agrees that at the time of leaving his or her employ with the Company or an Affiliate, he will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates, regardless of whether such items were prepared by Executive.

6. NON-SOLICITATION:

(a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twelve (12) months following a Separation from Service during the term of this Agreement he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Company or an Affiliate.

(b) To the extent applicable, the restrictions contained in this Section 6 are limited to areas or territories within the United States or in any foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of Executive’s Separation from Service.

(c) Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical

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area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

7. NOTICES: For purposes of this Agreement, notices and all other communications must be in writing and will be deemed to have been given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company:	The Babcock & Wilcox Company
	13024 Ballantyne Corporate Place, Ste. 700
	Charlotte, NC 28277
	ATTENTION: General Counsel
If to Executive:	John A. Fees

or to such other address as either party may furnish to the other in writing in accordance with this Section 7.

8. APPLICABLE LAW: The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, but without giving effect to the principles of conflict of laws of such State.

9. SEVERABILITY: If any provision of this Agreement is determined to be invalid or unenforceable, then the invalidity or unenforceability of that provision will not affect the validity or enforceability of any other provision of this Agreement and all other provisions will remain in full force and effect.

10. WITHHOLDING OF TAXES: The Company may withhold from any payments under this Agreement all federal, state, local or other taxes as may be required pursuant to any law or governmental regulation or ruling. Executive acknowledges that other than the Company’s obligation to withhold and remit applicable income and/or employment taxes and pay its share of any applicable payroll taxes, Executive is solely responsible for any and all taxes, interest and penalties that may be imposed with respect to the payments and benefits provided under this Agreement.

11. NO ASSIGNMENT; SUCCESSORS: Executive’s right to receive payments or benefits under this Agreement will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment

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or transfer contrary to this Section 11 the Company will have no liability to pay any amount so attempted to be assigned or transferred. This Agreement inures to the benefit of and is enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

This Agreement is binding upon and inures to the benefit of the Company and its successors and assigns (including, without limitation, any company into or with which the Company may merge or consolidate and any Successor); and to the extent necessary, the Company may assign its obligations under this Agreement to the Executive’s employer upon the occurrence of the Restructuring Transaction.

12. NUMBER AND GENDER: Wherever appropriate herein, words used in the singular will include the plural, the plural will include the singular, and the masculine gender will include the feminine gender.

13. CONFLICTS: This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any other agreement or other understanding, whether oral or written, express or implied, between them concerning, related to or otherwise in connection with, the subject matter hereof; provided that the Change in Control Agreement shall apply in accordance with its terms as described in herein.

14. AMENDMENT AND WAIVER: No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by any party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by any other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

15. COUNTERPARTS: This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

16. TERM: This Agreement shall become effective on the Agreement Date and shall terminate on the earliest of: (a) December 31, 2015, but if the Spin Effective Date occurs prior to January 1, 2016, then the second anniversary of the Spin Effective Date; (b) the date a determination is made by the Board that a Restructuring Transaction will not occur; and (c) the date on which Executive’s employment with the Company and all Affiliates is terminated; provided that the terms of this Agreement which must survive the termination of this Agreement in order to be effectuated (including the provisions of Sections 1, 4, 5 and 6) will in all events survive.

[Signatures on next page]

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THE BABCOCK & WILCOX COMPANY
By:	/s/ Stephen G. Hanks
Name:	Stephen G. Hanks
Title:	Lead Independent Director

EXECUTIVE
By:	/s/ John A. Fees
Name:	John A. Fees

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EXHIBIT A

DEFINITIONS

The following terms have the meanings set forth below.

“Accrued Benefits” shall mean:

i. Any portion of Executive’s Salary earned through the date of the Covered Termination and not yet paid;

ii. Reimbursement for any and all amounts advanced in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive through the date of the Covered Termination in accordance with the Company’s policies and procedures on reimbursement of expenses;

iii. Any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time;

iv. If executive participates in the Company’s financial planning services through AYCO on the date of the Covered Termination, such services through AYCO will continue until the earlier of June 30 of the calendar year following the calendar year in which a Covered Termination occurs or the date such program terminates for all similarly situated employees; and

v. All other payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company that do not specify the time of distribution; provided that Accrued Benefits shall not include any entitlement to severance under any severance plan or policy of the Company.

“Affiliate” means an Affiliate of the Company within the meaning of Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Board” means the Board of Directors of the Company.

“Cause” means

(i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or an Affiliate (occasioned by reason other than physical or mental illness or disability of Executive) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, after which Executive shall have thirty days to defend or remedy such failure to substantially perform his duties;

(ii) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

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(iii) the conviction of Executive with no further possibility of appeal for, or plea of guilty or nolo contendere by Executive to, any felony.

The cessation of employment of Executive under subparagraph (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and he is given an opportunity, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board , Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

A “Change in Control” shall have the same meaning as in the Change in Control Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means The Babcock & Wilcox Company and any Successors, including, following a Restructuring Transaction, BWXT or PGG, as applicable.

“Confidential Information” means any and all information, data and knowledge that has been created, discovered, developed or otherwise become known to the Company or any of its Affiliates or in which property rights have been assigned or otherwise conveyed to the Company or any of its Affiliates, which information, data or knowledge has commercial value in the business in which the Company or any of its Affiliates or ventures is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement. By way of illustration, but not limitation, Confidential Information includes business trade secrets, secrets concerning the Company’s or any of its Affiliate’s plans and strategies, nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections, licenses, prices, costs, and employee, customer and supplier lists.

“Covered Termination” means, on or following the Spin Effective Date and prior to the second anniversary of the Spin Effective Date of a Restructuring Transaction occurring during the term of this Agreement, there occurs a termination of Executive’s employment (such that Executive ceases to be employed by the Company or an Affiliate) that is a “Separation from Service” (as defined in Code Section 409A and the Treasury regulations and guidance issued thereunder) (i) by the Company or an Affiliate for a reason other than Cause or other than Executive’s Disability or (ii) by Executive for Good Reason.

“Disability” means circumstances which would qualify Executive for long term disability benefits under the Company’s Long Term Disability Plan, whether or not Executive is covered under such plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Good Reason” means any one or more of the following events which occurs following the Spin Effective Date and prior to the second anniversary of the Spin Effective Date of a Restructuring Transaction:

(a) a material diminution in the duties or responsibilities of Executive from those applicable immediately after the Spin Effective Date;

(b) a material reduction in Executive’s annualized rate of base salary or Target Bonus as of the Spin Effective Date, as the same may be increased from time to time thereafter;

(c) the failure by the Company to continue in effect any compensation plan in which Executive participates immediately after the Spin Effective Date which is material to Executive’s total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately after the Spin Effective Date, unless the action by the Company applies to all similarly situated employees;

(d) the failure by the Company to continue to provide Executive with material benefits in the aggregate that are substantially similar to those enjoyed by Executive under any of the Company’s (or its Affiliates’) pension, savings, life insurance, medical, health and accident, or disability plans in which Executive participates immediately after the Spin Effective Date if such benefits are material to Executive’s total compensation, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any fringe benefit enjoyed by Executive immediately after the Spin Effective Date if such fringe benefit is material to Executive’s total compensation, unless the action by the Company applies to all similarly situated employees; or

(e) a change in the location of Executive’s principal place of employment with the Company by more than 50 miles from the location where Executive was principally employed immediately following the Spin Effective Date, without the Executive’s consent.

If any of the events described above occurs following the Spin Effective Date and prior to the second anniversary of the Spin Effective Date (an “Event”), Executive shall give the Company written notice (the “Executive Notice”) within 60 days following Executive’s knowledge of an Event that Executive intends to terminate employment as a result. The Company shall have 30 days following receipt of the Executive Notice in which to cure the Event. If the Company does not take such action within that time, the Event shall constitute Good Reason. If Executive does not provide the Executive Notice within 60 days as required above, then the Event shall not constitute Good Reason, and thereafter, for purposes of determining whether Executive has Good

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Reason, Executive’s terms and conditions of employment after the occurrence of the Event shall be substituted for those terms and conditions of Executive’s employment in effect immediately prior to the date of this Agreement.

“Restoration Plan” means The Babcock & Wilcox Company Defined Contribution Restoration Plan, or any similar plan offered by a Successor, as in effect on the Covered Termination.

“Salary” means Executive’s annualized rate of base salary as in effect immediately before the Covered Termination or, if higher, in effect immediately before the first Event constituting Good Reason.

“SERP” means The Babcock & Wilcox Company Supplemental Executive Retirement Plan, or any supplemental executive retirement plan offered by a Successor, as in effect on the date of the Covered Termination.

“Spin Effective Date” means, with respect to a Restructuring Transaction, the effective date of date of the consummation of the spinoff or split off (i.e., the date shares of the Subsidiary subject to the spinoff or split off are first distributed to the Company’s stockholders) or sale (i.e., the closing date for the sale) that results in the completion of the Restructuring Transaction.

“Subsidiary” means every corporation, limited liability company, partnership or other entity of which 50% or more of the total combined voting power of all classes of voting securities or other equity interests is owned, directly or indirectly, by The Babcock and Wilcox Company or, upon and following a Restructuring Transaction, by the Successor.

“Successor” means an entity that has acquired the Company or an Operating Sub in a Change in Control, or an Operating Sub that is sold off or spun off to the stockholders of the Company in a Restructuring Transaction.

“Target Bonus” means the Executive’s target annual cash bonus in respect of the calendar year in which the Covered Termination occurs or, if higher, such target annual cash bonus as in effect immediately before the first Event constituting Good Reason.

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EX-10.2

Exhibit 10.2

RESTRUCTURING TRANSACTION RETENTION AGREEMENT

This Restructuring Transaction Retention Agreement (“Agreement”) is by and between The Babcock & Wilcox Company and James Ferland (“Executive”), dated as of November 5, 2014 (the “Agreement Date”).

If the Company (as defined in Exhibit A to this Agreement), with the prior approval of the Board of Directors of the Company, engages in a transaction that results in the sale or other disposition of all or substantially all of the operations of either of its Subsidiaries, BWX Technologies, Inc. (“BWXT”) or Babcock & Wilcox Power Generation Group, Inc., (“PGG”, and each of BWXT and PGG, an “Operating Sub” and, together, the “Operating Subs”), whether by sale of the capital stock or assets of one or both of the Operating Subs, spinoff of one or both of the Operating Subs or otherwise (a “Restructuring Transaction”), with a Spin Effective Date (as defined in Exhibit A to this Agreement) that occurs prior to January 1, 2016, Executive shall be entitled to each of the Retention Incentive Grant and Special Cash Retention Award (each as defined below) under the circumstances set out below. In addition, if Executive’s employment is terminated under certain circumstances set out below prior to the Spin Effective Date, Executive will be entitled to the severance compensation and benefits set out below. The sale or disposition of less than 100% of the assets or stock of an Operating Sub shall not be considered a sale or other disposition of substantially all of the operations of such Operating Sub, unless it is a sale or other disposition of at least 80% of the stock or assets of such Operating Sub. As of the date hereof, The Babcock & Wilcox Company, PGG and Executive also have entered into an Employment Agreement, to be effective as of the Spin Effective Date, which provides for Executive’s employment by PGG on and after the Spin Effective Date (the “Employment Agreement”) which, in certain circumstances described below, supersedes this Agreement on and following the Spin Effective Date. Reference is also made herein to the Change in Control Agreement between Executive and the Company, dated November 8, 2013 (the “Change in Control Agreement”) which, in certain circumstances described below, supersedes this Agreement on and following a Change in Control (as defined in Exhibit A to this Agreement). Terms that are capitalized (but not otherwise defined herein) are used as defined in Exhibit A to this Agreement.

The Company and Executive agree as follows:

1. CASH RETENTION AWARD: Executive is hereby granted a cash retention award (the “Cash Retention Award”) as follows:

(a) Amount of Cash Retention Award. The amount of the Cash Retention Award shall be equal to the product of (x) two (2) and (y) the sum of Executive’s annual rate of base salary in effect as of the Agreement Date, plus Executive’s target incentive award opportunity under the Bonus Plan for the bonus year in which the Agreement Date occurs.

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(b) Vesting and Payment. Except as provided in Sections 1(c), (d) and (e) below, if, and only if, Executive remains continuously employed with the Company through the relevant vesting dates, fifty percent (50%) of the Cash Retention Award shall vest and be paid on the second anniversary of the Spin Effective Date, and the remaining fifty percent (50%) of the Cash Retention Award shall vest and be paid on the third anniversary of the Spin Effective Date.

(c) Death or Disability. Any unpaid portion of the Cash Retention Award shall vest and be paid in full upon Executive’s death or Disability provided that Executive remains continuously employed by the Company through the date of death or last date of employment due to Disability.

(d) Covered Termination under this Agreement; Certain Terminations of Employment under the Employment Agreement. Fifty percent (50%) of the Cash Retention Award shall vest and be immediately paid upon the date of Executive’s Separation from Service if: (i) prior to the Spin Effective Date, such Separation from Service is under circumstances pursuant to which Executive is entitled to receive severance payments under Section 3 of this Agreement; and (ii) on or after the Spin Effective Date and prior to the third anniversary thereof, such Separation from Service is under circumstances pursuant to which Executive is entitled to receive severance payments under Section 4(a) of the Employment Agreement (other than in a case of a non-renewal of the Employment Agreement by Executive pursuant to the provisions of Section 1(b) of the Employment Agreement) (in each such case of clauses (i) and (ii), subject to Executive’s satisfaction of any conditions to receive such severance payments provided in the applicable document).

(e) Change in Control. Any unpaid portion of the Cash Retention Award shall vest and be paid immediately upon a Change in Control which occurs on or following the Spin Effective Date.

2. RETENTION INCENTIVE GRANT: On such date as the Company sets the record date for the Restructuring Transaction, if Executive’s employment with the Company has not been terminated prior to such date, then the Company shall cause Executive to be granted either whole shares of restricted common stock of the Company (“Company Shares”) or restricted stock units covering Company Shares under the Company’s 2010 Long-Term Incentive Plan, as amended and restated February 25, 2014 (the “Retention Incentive Grant”), as follows:

(a) Number of Shares. The number of Company Shares granted as the Retention Incentive Grant shall equal, rounded down to the nearest whole number of shares that is divisible by three (3), (x) the product of (A) 1.5 and (B) the sum of Executive’s annual rate of base salary in effect as of the Agreement Date, plus Executive’s target incentive award opportunity under the Bonus Plan for the bonus year in which the Restructuring

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Transaction occurs, divided by (y) the closing price of one Company Share, as applicable, on the third trading day following the third quarter release of earnings of the Company.

(b) Vesting. Except as provided in Section 2(c) below, or in any employment or other agreement between the Company or an Operating Sub and Executive (including without limitation the Change in Control Agreement), if, and only if, Executive remains continuously employed with the Company through the relevant vesting date, the Retention Incentive Grant will vest as follows: one-third (1/3^rd) shall vest on the thirtieth (30^th) day following the Spin Effective Date and the remaining two-thirds (2/3^rds) shall vest on the first anniversary of the Spin Effective Date.

(c) Death or Disability. The Retention Incentive Grant shall vest in full upon Executive’s death or date of Separation from Service due to Disability that occurs prior to any vesting date described in Section 2(b); provided that Executive remains continuously employed by the Company through the date of death or date of Separation from Service due to Disability.

3. SEVERANCE BENEFITS: If Executive experiences a Covered Termination prior to the Spin Effective Date, he will be entitled to the payments and benefits set forth below; provided that the benefits described in Sections 3(b), (c), (d), (e) and (f) shall only be payable if Executive executes a waiver and release prepared by the Company, which releases the Company and its affiliates, directors, officers and other customary persons from any claim or liability arising out of or related to Executive’s employment with or termination of employment from the Company or any of its affiliates (except for amounts to which Executive is legally entitled pursuant to employee benefit plans, Executive’s right to enforce this Agreement and rights to insurance coverage or indemnification), and which contains a nondisparagement covenant (the “Release”), which Release is not revoked within the time period provided therein, and the executed Release is delivered to the Company no later than forty-five (45) days after the Covered Termination.

(a) Accrued Benefits. The Accrued Benefits, payable within sixty (60) days after the Covered Termination, or such earlier time as may be required by applicable law.

(b) SERP and Restoration Plan. As of the Covered Termination, a fully vested and non-forfeitable interest in Executive’s account balance in the SERP and the Restoration Plan, payable in accordance with the terms of SERP or the Restoration Plan, as applicable.

(c) Unvested Equity Awards. As of the Covered Termination, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on Company Shares on or prior to December 31, 2014 (the “Equity Awards”) (excluding for the avoidance of doubt the Retention

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Incentive Grant), to be vested and in the case of restricted stock and restricted stock units settled within the 60^th day after the Covered Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; and provided further that, subject to any adjustment(s) which may be made to the Equity Awards as of the Spin Effective Date as a result of the Restructuring Transaction (including without limitation pursuant to the applicable plan or award agreement pursuant to which the Equity Awards were granted, and/or the Company’s employee matters agreement executed in connection with the Restructuring Transaction), any performance-based Equity Awards shall be settled only with respect to the number of Company Shares earned based on achievement of actual performance through the applicable performance period, which settlement shall occur at the same time as if the Covered Termination had not occurred. For the avoidance of doubt, any Equity Award that is a vested stock option that Executive holds as of the date of the his Covered Termination (including for this purpose any such stock option which vests as a result of the preceding sentence) will remain exercisable through the expiration of the original term of such stock option.

(d) Severance Payment Based on Salary. An amount equal to the product of (x) 2.5 and (y) the sum of Executive’s (1) Salary plus (2) the product of (A) the Target Bonus Percentage and (B) Salary, with such total amount paid in a lump sum in cash within sixty (60) days after the Covered Termination.

(e) Severance Payment Based on Bonus.

(1) Covered Termination Performance Year. An amount equal to the product of (A) Executive’s Salary and (B) the Applicable Bonus Percentage, with the product of (A) and (B) prorated based on the number of days Executive was employed during the bonus year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination; provided that if the Covered Termination occurs in calendar year 2014, such payment shall be made at the same time as would have been the case had the Covered Termination not occurred.

(2) Prior Performance Year. If a bonus for the prior calendar year has not been paid under the Bonus Plan as of Executive’s Covered Termination, then Executive will be entitled to the actual amount of the bonus determined under the Bonus Plan for such prior calendar year (such amount to be determined without the exercise of any downward discretion), paid in a lump sum in cash at the same time such bonus is paid to other Bonus Plan participants.

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(f) Health Care Benefits. An amount equal to three (3) times the full annual cost of coverage for medical, dental and vision benefits covering Executive and his covered dependents for the year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

In no event shall the benefits provided for in Sections 3(a), (d), (e) and (f) above, or any payment provided for in (c) above that is not subject to Code Section 409A, be paid later than March 15th of the calendar year immediately following the calendar year in which Executive’s Covered Termination occurs. For the avoidance of doubt, in no event shall Executive be entitled to any severance benefits under the Company executive severance plan if Executive is entitled to severance benefits hereunder.

4. CHANGE IN CONTROL AGREEMENT: In the event of a Change in Control, Executive’s Change in Control Agreement, as amended by the following sentence, shall govern in lieu of this Agreement. Effective as of the Agreement Date, Section 2(d) of the Change in Control Agreement shall be deleted in its entirety and replaced with the following new provision (with defined terms in the new provision except as set forth therein having the meaning as set forth in the Change in Control Agreement):

“Severance Payment Based on Salary. An amount equal to one (1) times the sum of (i) Salary and (ii) Executive’s target award under the EICP for the year in which the Covered Termination occurs, in a lump sum in cash within sixty (60) days after the Covered Termination, provided that in the event of a Covered Termination occurring prior to record date of the Restructuring Transaction (as such term is defined in the Restructuring Transaction Retention Agreement entered into between the Company and Executive, dated as of November 5, 2014), such multiple shall be two-and-one-half (2 ¹⁄₂) instead of one (1).”

; provided, however, that, if a Spin Effective Date does not occur prior to January 1, 2016, the foregoing amendment shall be of no further force and effect, and the Change in Control Agreement shall continue in effect without regard to such amendment.

For the avoidance of doubt, in no event shall Executive receive duplicate severance payments or benefits pursuant to Section 3 of this Agreement and Executive’s Change in Control Agreement (or pursuant to the Employment Agreement); provided that (i) Executive shall be entitled to the benefit provided in Section 1(e) of this Agreement, to the extent applicable and (ii) any Retention Incentive Grant that is outstanding and unvested shall be immediately vested in full pursuant to Section 2(c) of the Change in Control Agreement upon a Covered Termination (as defined under the Change in Control Agreement).

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5. INTERNAL REVENUE CODE 409A:

(a) Compliance. It is the intent of the parties that the provisions of this Agreement either comply with Code Section 409A and the Treasury regulations and guidance issued thereunder or that one or more elements of compensation or benefits be exempt from Code Section 409A. Accordingly, the parties intend that this Agreement be interpreted and operated in a manner consistent with such requirements in order to avoid the application of penalty taxes under Code Section 409A to the extent reasonably practicable. The Company shall neither cause nor permit: (i) any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Code Section 409A to comply with the applicable requirements of Code Section 409A; or (ii) any adjustments to any equity interest to be made in a manner that would result in the equity interest’s becoming subject to Code Section 409A unless, after such adjustment, the equity interest is in compliance with the requirements of Code Section 409A to the extent applicable. A Covered Termination shall constitute an “involuntary separation from service” for purposes of Code Section 409A.

(b) Waiting Period for Specified Employees. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as that term is defined in Code Section 409A) as of Executive’s Covered Termination, then any amounts or benefits which are payable under this Agreement upon Executive’s “Separation from Service” (within the meaning of Code Section 409A), which are subject to the provisions of Code Section 409A and not otherwise exempt under Code Section 409A, and would otherwise be payable during the first six-month period following such Separation from Service, shall be paid on the first business day that (i) is at least six months after the date after Executive’s Covered Termination or (ii) follows Executive’s date of death, if earlier (the “Waiting Period”). The benefits in Sections 3(a), (d), (e) and (f) and certain of the benefits in Section 3(c) are intended to be exempt from Code Section 409A under the “short-term deferral exemption” and thus the Waiting Period is not intended to apply to such benefits.

6. CONFIDENTIALITY AND NON-DISCLOSURE: Executive acknowledges that pursuant to this Agreement, the Company agrees to provide to him Confidential Information and has previously provided him other such Confidential Information. In return for this and other consideration, provided under this Agreement, Executive agrees that he will not, while employed by the Company or any Affiliate and thereafter, disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder as may otherwise be required by law or legal process (in which case Executive shall notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and information).

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7. RETURN OF PROPERTY: Executive agrees that at the time of leaving his or her employ with the Company or an Affiliate, he will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates, regardless of whether such items were prepared by Executive.

8. NON-SOLICITATION AND NON-COMPETITION:

(a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twenty-four (24) months following any Separation from Service during the term of this Agreement he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit, in a manner competitive with the business of the Company, the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Company or an Affiliate.

(b) Additionally, for consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twenty-four (24) months following any Separation from Service during the term of this Agreement he will not, without the prior written consent of the General Counsel of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or an Affiliate or accept employment with or render services to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the Company or an Affiliate. Notwithstanding the foregoing, the provisions of this Section 8(b) shall not be violated by Executive being employed by, associating with or otherwise providing services to a subsidiary, division or unit of any entity where such entity has a subsidiary, division or unit (other than the

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subsidiary, division or unit with which Executive is employed, associated with or otherwise provides services to) which is engaged in a business competitive with the Company so long as Executive does not provide services or advice, with or without specific compensation, to the subsidiary, division or unit engaged in such competitive business.

(c) After a termination of employment, the restrictions contained in this Section 8 are limited to areas or territories within the United States or in any foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of a termination of employment.

(d) Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

9. NOTICES: For purposes of this Agreement, notices and all other communications must be in writing and will be deemed to have been given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company:	The Babcock & Wilcox Company
	13024 Ballantyne Corporate Place, Ste. 700
	Charlotte, NC 28277
	ATTENTION: General Counsel
If to Executive:	E. James Ferland

or to such other address as either party may furnish to the other in writing in accordance with this Section.

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10. APPLICABLE LAW: The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, but without giving effect to the principles of conflict of laws of such State.

11. SEVERABILITY: If any provision of this Agreement is determined to be invalid or unenforceable, then the invalidity or unenforceability of that provision will not affect the validity or enforceability of any other provision of this Agreement and all other provisions will remain in full force and effect.

12. WITHHOLDING OF TAXES: The Company may withhold from any payments under this Agreement all federal, state, local or other taxes as may be required pursuant to any law or governmental regulation or ruling. Executive acknowledges that other than the Company’s obligation to withhold and remit applicable income and/or employment taxes and pay its share of any applicable payroll taxes, Executive is solely responsible for any and all taxes, interest and penalties that may be imposed with respect to the payments and benefits provided under this Agreement.

13. NO ASSIGNMENT; SUCCESSORS: Executive’s right to receive payments or benefits under this Agreement will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 13 the Company will have no liability to pay any amount so attempted to be assigned or transferred. This Agreement inures to the benefit of and is enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

This Agreement is binding upon and inures to the benefit of the Company and its successors and assigns (including, without limitation, any company into or with which the Company may merge or consolidate and any Successor); and to the extent necessary, the Company may assign its obligations under this Agreement to Executive’s employer upon the occurrence of the Restructuring Transaction.

14. NUMBER AND GENDER: Wherever appropriate herein, words used in the singular will include the plural, the plural will include the singular, and the masculine gender will include the feminine gender.

15. CONFLICTS: This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any other agreement or other understanding, whether oral or written, express or implied, between them concerning, related to or otherwise in connection with, the subject matter hereof; provided that the Change in Control Agreement and the Employment Agreement shall apply in accordance with their terms as described in herein.

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16. AMENDMENT AND WAIVER: No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by any party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by any other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

17. COUNTERPARTS: This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

18. TERM: This Agreement shall become effective on the Agreement Date and shall end on the earliest to occur of: (a) December 31, 2015, provided that if the Spin Effective Date occurs prior to January 1, 2016, the third anniversary date of the Spin Effective Date; (b) the date a determination is made by the Board that a Restructuring Transaction will not occur; and (c) the date on which Executive’s employment with the Company is terminated; provided that terms of this Agreement which must survive the termination of this Agreement in order to be effectuated (including the provisions of Sections 1, 3, 4, 6, 7 and 8) will in all events survive. For the avoidance of doubt, Section 3 shall become ineffective on the Spin Effective Date if Executive does not experience a Covered Termination prior to the Spin Effective Date.

[Signatures on next page]

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THE BABCOCK & WILCOX COMPANY
By:	/s/ Stephen G. Hanks
Name:	Stephen G. Hanks
Title:	Lead Independent Director

EXECUTIVE
By:	/s/ James Ferland
Name:	James Ferland

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EXHIBIT A

DEFINITIONS

The following terms have the meanings set forth below.

“Accrued Benefits” shall mean:

i. Any portion of Executive’s Salary earned through the date of the Covered Termination and not yet paid;

ii. Reimbursement for any and all amounts advanced in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive through the date of the Covered Termination in accordance with the Company’s policies and procedures on reimbursement of expenses;

iii. Any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time;

iv. If executive participates in the Company’s financial planning services through AYCO on the date of the Covered Termination, such services through AYCO will continue until the earlier of June 30 of the calendar year following the calendar year in which a Covered Termination occurs or the date such program terminates for all similarly situated employees; and

v. All other payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company that do not specify the time of distribution; provided that Accrued Benefits shall not include any entitlement to severance under any severance plan or policy of the Company.

“Affiliate” means an Affiliate of the Company within the meaning of Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Applicable Bonus Percentage” means: (i) if the Covered Termination occurs in calendar year 2014, the percentage applicable to Executive to determine Executive’s actual bonus due under the applicable Bonus Plan in respect of such year and (ii) if the Covered Termination occurs in calendar year 2015, the Target Bonus Percentage for such year.

“Board” means the Board of Directors of the Company.

“Bonus Plan” means the Company’s Executive Incentive Compensation Plan or any successor plan thereto.

“Cause” means

(i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or an Affiliate (occasioned by reason other than physical

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or mental illness or disability of Executive) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, after which Executive shall have thirty days to defend or remedy such failure to substantially perform his duties;

(ii) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(iii) the conviction of Executive with no further possibility of appeal for, or plea of guilty or nolo contendere by Executive to, any felony.

The cessation of employment of Executive under subparagraph (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of Board of Directors of the Company at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and he is given an opportunity, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of such Board, Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

A “Change in Control” shall have the same meaning as in the Change in Control Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means The Babcock & Wilcox Company and any Successors, including, following a Restructuring Transaction, BWXT or PGG, as applicable.

“Confidential Information” means any and all information, data and knowledge that has been created, discovered, developed or otherwise become known to the Company or any of its Affiliates or in which property rights have been assigned or otherwise conveyed to the Company or any of its Affiliates, which information, data or knowledge has commercial value in the business in which the Company or any of its Affiliates or ventures is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement. By way of illustration, but not limitation, Confidential Information includes business trade secrets, secrets concerning the Company’s or any of its Affiliate’s plans and strategies, nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections, licenses, prices, costs, and employee, customer and supplier lists.

“Covered Termination” means, prior to the Spin Effective Date of a Restructuring Transaction occurring during the term of this Agreement, there occurs a termination of Executive’s employment (such that Executive ceases to be employed by the Company or an Affiliate) that is a “Separation from Service” (as defined in Code Section 409A and the Treasury regulations and guidance issued thereunder) (i) by the Company or an Affiliate for a reason other than Cause or Executive’s death or Disability or (ii) by Executive for Good Reason.

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“Disability” means circumstances which would qualify Executive for long term disability benefits under the Company’s Long Term Disability Plan, whether or not Executive is covered under such plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Good Reason” means any one or more of the following events:

(a) a material diminution in the duties or responsibilities of Executive from those applicable immediately before the Agreement Date;

(b) a reduction in Executive’s annual Salary or Target Bonus Percentage, in either such case as in effect immediately before the Agreement Date, but as the same may be increased (but not decreased) from time to time;

(c) the failure by the Company to continue in effect any compensation plan in which Executive participates immediately before the Agreement Date which is material to Executive’s total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately before the Agreement Date, unless the action by the Company applies to all similarly situated employees;

(d) the failure by the Company to continue to provide Executive with material benefits in the aggregate that are substantially similar to those enjoyed by Executive under any of the Company’s (or its Affiliates’) pension, savings, life insurance, medical, health and accident, or disability plans in which Executive was participating immediately before the Agreement Date if such benefits are material to Executive’s total compensation, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any fringe benefit enjoyed by Executive at the time of the Agreement Date if such fringe benefit is material to Executive’s total compensation, unless the action by the Company applies to all similarly situated employees; or

(e) a change in the location of Executive’s principal place of employment with the Company by more than 50 miles from the location where Executive was principally employed as of the Agreement Date without Executive’s consent.

If any of the events described above occurs (an “Event”), Executive shall give the Company written notice (the “Executive Notice”) within 60 days following Executive’s knowledge of an Event that Executive intends to terminate employment as a result. The Company shall have 30 days

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following receipt of Executive Notice in which to cure the Event. If the Company does not take such action within that time, the Event shall constitute Good Reason. If Executive does not provide Executive Notice within 60 days as required above, then the Event shall not constitute Good Reason, and thereafter, for purposes of determining whether Executive has Good Reason, Executive’s terms and conditions of employment after the occurrence of the Event shall be substituted for those terms and conditions of Executive’s employment in effect immediately prior to the date of this Agreement.

“Restoration Plan” means The Babcock & Wilcox Company Defined Contribution Restoration Plan, or any similar plan offered by a Successor, as in effect as of the Covered Termination.

“Salary” means Executive’s annual rate of base salary as in effect immediately before the Covered Termination or, if higher, in effect immediately before the first Event constituting Good Reason.

“SERP” means The Babcock & Wilcox Company Supplemental Executive Retirement Plan, or any supplemental executive retirement plan offered by a Successor, as in effect as of the Covered Termination.

“Spin Effective Date” means, with respect to a Restructuring Transaction, the effective date of date of the consummation of the spinoff or split off (i.e., the date shares of the Subsidiary subject to the spinoff or split off are first distributed to the Company’s stockholders) or sale (i.e., the closing date for the sale) that results in the completion of the Restructuring Transaction.

“Subsidiary” means every corporation, limited liability company, partnership or other entity of which 50% or more of the total combined voting power of all classes of voting securities or other equity interests is owned, directly or indirectly, by The Babcock and Wilcox Company or, upon and following a Restructuring Transaction, by the Successor.

“Successor” means an entity that has acquired the Company or an Operating Sub in a Change in Control, or an Operating Sub that is sold off or spun off to the stockholders of the Company in a Restructuring Transaction.

“Target Bonus Percentage” means the percentage applicable to Executive to determine Executive’s target incentive award opportunity under the Bonus Plan applicable to Executive in effect immediately before the Covered Termination or, if higher, in effect immediately before the first Event constituting Good Reason.

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EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on November 5, 2014 by and among The Babcock & Wilcox Company, a Delaware limited liability company (“B&W”), Babcock & Wilcox Power Generation Group, Inc., a wholly owned subsidiary of B&W (the “Company”), and E. James Ferland (the “Executive” and, together with the Company, the “Parties”), effective as of the Effective Date (as defined below).

WHEREAS, the Executive is currently serving as President and Chief Executive Officer of B&W; and

WHEREAS, B&W, with the prior approval of the Board of Directors of B&W, plans to engage in a transaction that results in the sale or other disposition of all or substantially all of the operations of either of its subsidiaries, BWX Technologies, Inc. (“BWXT”) or the Company (each of BWXT and the Company, an “Operating Sub” and, together, the “Operating Subs”), whether by sale of the capital stock or assets of one or both of the Operating Subs, spinoff of one or both of the Operating Subs or otherwise (a “Restructuring Transaction”), with the effective date of the consummation of the spinoff or split off (i.e., the date shares of the Operating Sub subject to the spinoff or split off are first distributed to the Company’s stockholders) or sale (i.e., the closing date for the sale) that results in the completion of the Restructuring Transaction being referred to herein as the “Effective Date”; provided, however, that the sale or disposition of less than 100% of the assets or stock of an Operating Sub shall not be considered a sale or other disposition of substantially all of the operations of such Operating Sub unless it is a sale or other disposition of at least 80% of the stock or assets of such Operating Sub; and

WHEREAS, in connection with the Restructuring Transaction, and subject to the consummation thereof, the B&W and the Company desire to enter into this Agreement, effective on the Effective Date, pursuant to which the Company shall employ the Executive as its Chief Executive Officer (“CEO”) on the terms and conditions and for the consideration hereinafter set forth, and the Executive desires to be employed by the Company on such terms and conditions and for such consideration.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Effectiveness of Agreement. Term.

(a) Effectiveness of Agreement. This Agreement shall become effective on the Effective Date. This Agreement shall become null and void ab initio, and neither the Company nor the Executive shall have any rights or obligations hereunder, if the Effective Date for a Restructuring Transaction has not occurred prior to the earliest of (i) a determination by the Board that a Restructuring Transaction shall not occur and (ii) December 31, 2015.

(b) Term. Upon occurrence of the Effective Date, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company in the positions set forth below, subject to the terms and conditions of this Agreement, for the period

commencing on the Effective Date and ending on the first (1st) anniversary thereof (the “Initial Employment Period”), and shall automatically continue after the end of the Initial Employment Period for additional, consecutive one (1)-year periods (each, an “Extension Period”) unless (i) either party notifies the other party in writing not less than ninety (90) days prior to the end of the Initial Employment Period or the end of an Extension Period of its election not to extend the Executive’s employment hereunder, in which case this Agreement and the Executive’s employment hereunder shall end on the last day of the Initial Employment Period or the last day of the applicable Extension Period, as applicable, or (ii) the Agreement is otherwise terminated earlier in accordance with Section 3 (any such period of employment of the Executive with the Company, the “Employment Period”).

2. Terms of Employment.

(a) Position and Duties. (i) During the Employment Period, the Executive shall serve the Company as its CEO and shall perform customary and appropriate duties for the Company as may be reasonably assigned to the Executive from time to time by the Board of Directors of the Company (the “Board”). The Executive shall report to the Board. The Executive’s primary office will be in the Charlotte, North Carolina metropolitan area, and the Executive will be expected to travel as reasonably required in order to perform his duties. The location of the Executive’s primary office may be changed by the mutual consent of the Board and the Executive. The Executive shall be a member of the Board and shall be appointed Chairman of the Board, and during the Employment Period the Executive shall, without compensation other than that herein provided, serve and continue to serve, if and when elected and re-elected, as a member and Chairman of the Board.

(ii) During the Employment Period, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, the Executive shall not be permitted to participate or invest in or manage any for-profit business activity or venture not arising in connection with the performance of his duties pursuant to this Agreement; provided, however, that it shall not be a violation of this Agreement for the Executive to (A) with the prior written approval of the Board, serve on the boards of directors of for-profit companies, and (B) serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, or teach at educational institutions and manage personal investments, so long as, in the case of activities described in the preceding clauses (A) and (B), (x) such activities do not interfere with the performance of the Executive’s responsibilities in accordance with this Agreement or otherwise create a conflict of interest or breach of this Agreement, and (y) the Executive complies with applicable provisions of the Company’s policies and procedures regarding such matters, if any.

(b) Compensation. (i) Base Salary. During the Initial Employment Period, the Executive shall receive a base salary in an annualized amount equal to the Executive’s annualized base salary in effect immediately prior to the Effective Date (the “Annual Base Salary”). Following the end of the Initial Employment Period, for any Extension Periods, the Executive’s Annual Base Salary shall be reviewed at least annually by the Board (or the

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compensation committee thereof) pursuant to its normal review policies for senior executives and may be adjusted as determined thereby; provided that any such adjustment following the first such adjustment may only be to increase the Annual Base Salary. The Annual Base Salary shall be payable in accordance with the Company’s payroll policies in effect from time to time.

(ii) Annual Bonus. For each fiscal year or portion of a fiscal year of the Company (each, a “Fiscal Year”) during the Employment Period, the Executive shall be eligible to be awarded an annual incentive bonus pursuant to an annual incentive bonus plan established by the Company for the purpose of paying annual cash incentives to its senior executives (the “Annual Bonus”). For the first Fiscal Year and, if applicable, any portion of any other Fiscal Year which commences within the Initial Employment Period, the target Annual Bonus and maximum Annual Bonus shall be equal to the Executive’s target Annual Bonus or maximum Annual Bonus, as applicable, in effect immediately prior to the Effective Date. Following the end of the Initial Employment Period, the Board (or the compensation committee thereof) will review the Executive’s target and maximum Annual Bonus pursuant to its normal review policies for senior executives, and may adjust one or both of them as determined thereby; provided that any such adjustment following the first such adjustment may only be to increase the Executive’s target or maximum Annual Bonus. Each Annual Bonus shall be based upon the attainment of performance metrics determined by the Board (or a committee thereof) in consultation with the Executive. Each Annual Bonus shall be paid on the date on which annual bonuses are paid to senior executives of the Company generally, but not later than March 15 following the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(iii) Equity Awards. The Executive shall be eligible to receive equity-based incentive compensation awards in respect of Fiscal Years which commence on or following the Effective Date. The number and type of equity-based incentive compensation awards granted to the Executive, the frequency of grant, and the terms of such equity awards regarding vesting, payment, effect of termination of employment under various circumstances and otherwise shall be established by the Board (or the compensation committee thereof), taking into account the advice of a nationally-known independent compensation consultant and benchmarking of equity-based incentive compensation awards granted to the chief executive officers of peer companies of the Company.

(iv) Health and Other Benefits. During the Employment Period, the Executive (and the Executive’s family) shall be eligible for participation in, and receive benefits under, health plans, practices, policies and programs, and other employee benefit arrangements, provided by the Company to the same extent as provided generally to other senior executives of the Company during the Employment Period. The Company reserves the right to amend or cancel any such plan, practice, policy, program or arrangement in its sole discretion, subject to the terms thereof and applicable law.

(v) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the plans, practices, programs and policies of the Company in effect for other senior executives of the Company from time to time. The Company reserves the right to amend or cancel any such plan, practice, policy or program in its sole discretion, subject to the terms of such plan, practice, policy or program and applicable law.

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(vi) Vacation. During the Employment Period, the Executive shall be entitled to receive a number of weeks of paid vacation per year equal to the number of weeks of annual paid vacation the Executive was entitled to immediately prior to the Effective Date.

(vii) Indemnification. During and following the Employment Period, the Company shall fully indemnify the Executive for any liability to the fullest extent applicable to any other member of the Board or officer of the Company. In addition, the Company agrees to continue and maintain, at the Company’s sole expense, a directors’ and officers’ liability insurance policy covering the Executive both during and, while potential liability exists, after the Employment Period that is no less favorable than the policy covering Board members and senior officers of the Company from time to time.

(viii) Expenses. The Company shall reimburse the Executive for any reasonable travel and entertainment expenses incurred by the Executive in connection with the performance of the Executive’s services under this Agreement, subject and pursuant to the Company’s reimbursement policies, if any, as in effect from time to time; provided, however, that in all circumstances the Executive shall document or substantiate such expenses to the reasonable satisfaction of the Company; and provided further, that all reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code to the extent that such reimbursements are subject to Section 409A of the Code, including, where applicable, the requirements that (A) any reimbursement is for expenses incurred during the Employment Period, (B) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (C) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (D) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

3. Termination of Employment.

(a) Death or Disability. The Executive’s employment and the Employment Period shall terminate automatically upon the Executive’s death during the Employment Period. If the Disability (as defined below) of the Executive has occurred during the Employment Period, the Company may provide the Executive with written notice in accordance with Section 3(d) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the thirtieth (30th) calendar day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that within thirty (30) calendar days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean circumstances which would qualify the Executive for long term disability benefits under the Company’s long term disability plan, whether or not the Executive is covered under such plan.

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(b) Cause. The Company may terminate the Executive’s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “Cause” shall mean, as reasonably determined by the Board:

(i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or an affiliate (occasioned by reason other than physical or mental illness or disability of the Executive) after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, after which the Executive shall have thirty (30) days to defend or remedy such failure to substantially perform his duties;

(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(iii) the conviction of the Executive with no further possibility of appeal for, or plea of guilty or nolo contendere by the Executive to any felony.

The cessation of the Executive’s employment under clauses (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and he is given an opportunity, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

(c) Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means the occurrence of any one of the following events without the prior written consent of the Executive:

(i) a material diminution in the duties or responsibilities of the Executive to the Company from those applicable on and immediately following the Effective Date;

(ii) a material breach of this Agreement by the Company, including without limitation Section 2(b);

(iii) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately before to the Effective Date which is material to the Executive’s total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately before the Effective Date, unless the action by the Company applies to all similarly situated employees;

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(iv) the failure by the Company to continue to provide the Executive with material benefits in the aggregate that are substantially similar to those enjoyed by the Executive under any of the Company’s (or its affiliates’) pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately before the Effective Date if such benefits are material to the Executive’s total compensation, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any fringe benefit enjoyed by the Executive immediately prior to the Effective Date if such fringe benefit is material to the Executive’s total compensation, unless the action by the Company applies to all similarly situated employees; or

(v) a change in the location of the Executive’s principal place of employment with the Company by more than 50 miles from the location where the Executive was principally employed immediately before the Effective Date without the Executive’s consent;

provided, however, that the actions in each of (i), (ii), (iii), (iv) and (v) above will not be considered Good Reason unless the Executive describes the basis for the events, circumstances, or conditions alleged by the Executive to constitute grounds for Good Reason in reasonable detail in a Notice of Termination (as defined below) provided to the Company in writing within sixty (60) calendar days following the Executive’s knowledge of such events, circumstances, or conditions alleged to constitute Good Reason, and the Company has failed to cure such events, circumstances, or conditions within thirty (30) calendar days following its receipt of such Notice of Termination (and if the Company does effect a cure within that period, such Notice of Termination shall be ineffective). Unless the Executive gives the Company notice within sixty (60) calendar days following the Executive first becoming aware of any event, circumstance, or condition that would constitute Good Reason, such event will cease to be an event, circumstance, or condition constituting Good Reason.

(d) Notice of Termination. Any termination of employment by the Company or the Executive shall be communicated by a Notice of Termination (as defined below) to the other party hereto given in accordance with Section 13(e) of this Agreement. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that (i) indicates the termination provision in this Agreement relied upon and (ii) specifies the Date of Termination (as defined below) if such date is other than the date of receipt of such notice. The failure by the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Cause shall not waive any right of the Company or the Executive, respectively, hereunder or preclude the Company or the Executive, respectively, from asserting such fact or circumstance in enforcing the Company’s or the Executive’s rights hereunder.

(e) Date of Termination. “Date of Termination” shall mean (i) if the Executive’s employment is terminated by the Company for Cause or other than for Cause or death or Disability, the date of receipt of the Notice of Termination or any later date specified therein (which date shall not be more than thirty (30) calendar days after the giving of such notice), (ii) if the Executive’s employment is terminated by reason of death or by the Company for Disability, the date of death of the Executive or the Disability Effective Date, as the case may be, (iii) if the Executive resigns with or without Good Reason, thirty (30) calendar days from the

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date of the Company’s receipt of the Notice of Termination, or such other date as is mutually agreed by the Company and the Executive (subject to the Company’s right to cure in the case of a resignation for Good Reason) and (iv) if the Executive’s employment ceases at the end of the Initial Employment Period or an Extension Period following either the Executive or the Company giving the other a notice of nonrenewal in accordance with Section 1(b), the last day of the Initial Employment Period or Extension Period, as applicable. Notwithstanding the foregoing, in no event shall the Date of Termination occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code and, notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the “Date of Termination.”

4. Obligations of the Company upon Termination.

(a) By the Company Other Than for Cause, Death or Disability; By the Executive for Good Reason; Non-Renewal. Subject to Section 5 of this Agreement, if, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, death or Disability, or if the Executive resigns with Good Reason, or if the Executive’s employment ceases at the end of the Initial Employment Period or an Extension Period following either the Executive or the Company giving the other a notice of nonrenewal in accordance with Section 1(b), the Executive will be entitled to the following benefits; provided that the benefits described in Sections 4(a)(ii), (iii), (iv), (v) and (vii) shall only be paid or provided if the Executive executes a waiver and release prepared by the Company, which releases the Company and its affiliates, directors, officers and other customary persons from any claim or liability arising out of or related to the Executive’s employment with or termination of employment from the Company or any of its affiliates (except for amounts to which the Executive is legally entitled pursuant to employee benefit plans, the Executive’s right to enforce this Agreement and rights to insurance coverage or indemnification) (the “Release”), which Release is not revoked within the time period provided therein, and the executed Release is delivered to the Company within forty-five (45) days following the Date of Termination:

(i) a lump sum payment within sixty (60) days following the Date of Termination equal to the aggregate of the following amounts: (A) the Executive’s Annual Base Salary and vacation pay accrued through the Date of Termination; (B) any Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral election); and (C) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination and were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (A), (B), and (C), to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”);

(ii) a payment equal to the sum of the Executive’s Annual Base Salary and target Annual Bonus, in each case determined as the greater of that in effect immediately prior to the Date of Termination or that in effect immediately prior to the Effective Date, payable in a lump sum in cash on the sixtieth (60th) day following the Date of Termination;

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(iii) An Annual Bonus for the Fiscal Year in which the Date of Termination occurs, equal to (A) the amount which the Executive would have earned had he remained employed through the payment date of such Annual Bonus, based on actual achievement of the applicable performance metrics for the applicable Fiscal year, and (B) such amount then prorated based on the number of days Executive was employed during the Fiscal Year in the which the Date of Termination occurs, paid at the same time as would have been the case had such termination not occurred, but in no event later than March 15 of the fiscal year following the fiscal year in which the Covered Termination occurs (the “Pro-Rata Bonus”).

(iv) a fully vested and non-forfeitable interest in the Executive’s account balance in The Babcock & Wilcox Company Defined Contribution Restoration Plan and any successor thereto maintained by the Company, The Babcock & Wilcox Company Supplemental Executive Retirement Plan and any successor thereto maintained by the Company, and any other supplemental executive retirement plan maintained by B&W or the Company, and payable in accordance with the terms thereof;

(v) notwithstanding anything contained in the applicable equity plan or any individual grant agreements issued thereunder applicable to the Executive, but in all cases subject to any adjustments which may be made to equity compensation awards generally as of the Effective Date as a result of the Restructuring Transaction, upon the Date of Termination:

(A) all unvested equity compensation awards granted by B&W to the Executive on or prior to December 31, 2014 that the Executive holds as of immediately prior to the Date of Termination (“Pre-2015 Equity Awards”), shall vest in full, and, in the case of restricted stock or restricted stock units shall be settled within sixty (60) days after the Date of Termination; provided that (i) any such B&W equity compensation award which is performance-based will be settled only with respect to the number of shares earned based on achievement of actual performance through the applicable performance period, which settlement will occur at the same time as if the termination of employment had not occurred, (ii) any such B&W equity compensation award which is subject to Section 409A of the Code will be paid on a date earlier than is provided in the applicable award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A and (iii) for the avoidance of doubt, any Pre-2015 Equity Award that is a vested stock option that Executive holds as of the date of his Covered Termination (including for this purpose any such stock option which vests as a result of this provision) shall remain exercisable through the expiration of the original term of such stock option; and

(B) other than as described in the immediately following clause (C), all unvested equity compensation awards granted by B&W or the Company to the Executive on or after January 1, 2015 that the Executive holds as of

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immediately prior to the Date of Termination shall vest on a pro-rata basis, with the portion of such equity awards that shall become vested hereunder equal to the product of (x) a fraction, the numerator of which is equal to the number of days in the performance or service period applicable to such award during which the Executive was employed by the Company (including B&W as its predecessor entity, as applicable), and the denominator of which is the total number of days in such performance or service period and (y) the total number of shares of common stock subject to such performance- or service-vesting award to which the Executive would have become entitled to under such award; and in the case of such equity awards which are restricted stock or restricted stock units shall be settled within sixty (60) days after the Date of Termination; provided that (i) any such B&W equity compensation award which is performance-based will be settled only with respect to the pro-rata number of shares earned based on achievement of actual performance through the applicable performance period, which settlement will occur at the same time as if the termination of employment had not occurred, and (ii) any such B&W equity compensation award which is subject to Section 409A of the Code will be paid on a date earlier than is provided in the applicable award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; and

(C) notwithstanding anything set forth above or in the Restructuring Transaction Retention Agreement by and among the Parties, dated as of November 5, 2014 (the “Retention Agreement”), the “Retention Incentive Grant” (as defined in the Retention Agreement), to the extent not vested on the Date of Termination, shall vest in full and be settled within sixty (60) days after the Date of Termination; and

(D) any equity compensation award issued by the Company to the Executive in respect of a B&W equity compensation award held by the Executive immediately prior to the completion of the Restructuring Transaction and as a result of the Restructuring Transaction, shall become vested to the same extent and in the same manner as the corresponding B&W equity compensation award pursuant to each of the immediately preceding clauses (A), (B) and (C), as applicable; and

(E) the benefits described in the immediately preceding clauses (A), (B), (C) and (D) shall be hereinafter referred to as the “Equity Acceleration Benefits”.

(vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(vii) a payment equal to three (3) times the full annual cost of coverage for medical, dental and vision benefits covering Executive and his covered dependents

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for the year in which the Date of Termination occurs, payable in a lump sum on the sixtieth (60th) day following the Date of Termination (such payment shall hereinafter be referred to as the “Health Care Benefit”).

Notwithstanding the foregoing provisions of Section 4, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed cash payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day which is more than six (6) months following the Date of Termination, or the Executive’s earlier death or “disability” (defined, for this purpose, in accordance with Section 409A of the Code).

(b) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than payment of the Accrued Obligations, the Equity Acceleration Benefits, the Pro-Rata Bonus, the Other Benefits and the Health Care Benefit. The Accrued Obligations and the Health Care Benefit shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) calendar days following the Date of Termination. The term “Other Benefits” as utilized in this Section 4(b) shall include death benefits as in effect on the date of the Executive’s death with respect to senior executives of the Company.

(c) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, the Company shall provide the Executive with the Accrued Obligations, the Equity Acceleration Benefits, the Pro-Rata Bonus, the Other Benefits and the Health Care Benefit. The Accrued Obligations and the Health Care Benefit shall be paid to the Executive in a lump sum in cash within thirty (30) calendar days following the Date of Termination. The term “Other Benefits” as utilized in this Section 4(c) shall include short-term and long-term disability benefits as in effect on the date of the Executive’s Disability with respect to senior executives of the Company.

(d) Cause; By the Executive Other Than for Good Reason. If the Executive’s employment shall be terminated by the Company for Cause, or the Executive’s employment shall be terminated by the Executive other than for Good Reason (other than at the end of the Initial Employment Period or an Extension Period following the Executive giving the Company a notice of nonrenewal in accordance with Section 1(b)), during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to provide the Executive with the Accrued Obligations and the Other Benefits; provided, however, that if the Executive’s employment shall be terminated for Cause, the term “Accrued Obligations” shall not be deemed to include the Executive’s unpaid Annual Bonus, if any, for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within thirty (30) calendar days following the Date of Termination.

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(e) Change in Control. The Change in Control Agreement by and among the Executive and B&W, dated as of November 8, 2013 and as amended effective as of November 5, 2014 by the Restructuring Transaction Retention Agreement between B&W and the Executive, dated as of November 5, 2014 (the “Change in Control Agreement”), as assumed by the Company in connection with the Restructuring Transaction, shall continue in full force and effect on and following the Effective Date, and shall govern in lieu of this Agreement in respect of a termination of the Executive’s employment which is a “Covered Termination” (as defined in the Change in Control Agreement).

(f) Non-exclusivity of Rights. Except as specifically provided herein, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company and for which the Executive qualifies pursuant to its terms, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts that are vested benefits or that the Executive is otherwise entitled to receive pursuant to the terms of any plan, program, policy or practice of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.

5. No Mitigation; No Offset. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced, regardless of whether the Executive obtains other employment.

6. Confidential Information and Intellectual Property Rights.

(a) Confidentiality and Non-Disclosure. The Executive acknowledges that pursuant to this Agreement, the Company agrees to provide to him Confidential Information (as defined below) and has previously provided him other such Confidential Information. In return for this and other consideration, provided under this Agreement, the Executive agrees that he will not, while employed by the Company or any affiliate and thereafter, disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder as may otherwise be required by law or legal process (in which case the Executive shall notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and information).

(b) Return of Property. The Executive agrees that at the time of leaving his or her employ with the Company or an affiliate, he will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its affiliates, regardless of whether such items were prepared by the Executive.

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(c) Definition of Confidential Information. “Confidential Information” means any and all information, data and knowledge that has been created, discovered, developed or otherwise become known to the Company or any of its affiliates or in which property rights have been assigned or otherwise conveyed to the Company or any of its affiliates, which information, data or knowledge has commercial value in the business in which the Company or any of its affiliates or ventures is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement. By way of illustration, but not limitation, Confidential Information includes business trade secrets, secrets concerning the Company’s or any of its affiliate’s plans and strategies, nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections, licenses, prices, costs, and employee, customer and supplier lists.

7. Non-Competition/Non-Solicitation.

(a) Non-Solicitation of Employees and Customers. For consideration provided under this Agreement including, but not limited to, the Company’s agreement to provide the Executive with Confidential Information, the Executive agrees that while employed by the Company or an affiliate and for twenty-four (24) months following a termination of the Executive’s employment for any reason, he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its affiliates or ventures to leave the employment of the Company or any of its affiliates or ventures or (ii) solicit or attempt to solicit, in a manner competitive with the business of the Company, the business of any customer or acquisition prospect of the Company or any of its affiliates or ventures with whom the Executive had any actual contact or Confidential Information about while employed by the Company or an affiliate.

(b) Non-Competition. Additionally, for consideration provided under this Agreement including, but not limited to, the Company’s agreement to provide the Executive with Confidential Information, the Executive agrees that while employed by the Company or an affiliate and for twenty-four (24) months following a termination of the Executive’s employment for any reason, he will not, without the prior written consent of the General Counsel of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or an affiliate or accept employment with or render services to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the Company or an Affiliate. Notwithstanding the foregoing, the provisions of this Section 7(b) shall not be violated by the Executive being employed by, associating with or otherwise providing services to a subsidiary, division or unit of any entity where such entity has a subsidiary, division or unit (other than the subsidiary, division or unit with which the Executive is employed, associated with or otherwise provides services to) which is engaged in a business competitive with the Company so long as the Executive does not provide services or advice, with or without specific compensation, to the subsidiary, division or unit engaged in such competitive business.

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(c) Certain Limitations. The restrictions contained in this Section 8 are limited to areas or territories within the United States or in any foreign country where the Company or an affiliate engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of the Executive’s termination.

(d) Consideration. The Executive acknowledges that these restrictive covenants under this Agreement, for which the Executive received valuable consideration from the Company as provided in this Agreement including, but not limited to, the Company’s agreement to provide the Executive with Confidential Information, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the Company in restraining the Executive from competing and that the restrictive covenants are designed to enforce the Executive’s consideration or return promises under this Agreement. Additionally, the Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

8. Successors. The Executive’s right to receive payments or benefits under this Agreement will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 9 the Company will have no liability to pay any amount so attempted to be assigned or transferred. This Agreement inures to the benefit of and is enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. On or prior to the Effective Date, B&W shall assign this Agreement to PGG, and shall cause PGG to assume this Agreement and all obligations of the employer hereunder; provided that B&W shall remain obligated in respect of the treatment of B&W equity compensation awards as described in Section 4.

9. Executive Representations. The Executive hereby warrants that he has the full authority to execute and enter into this Agreement and that his execution of this Agreement and commencement and performance of employment with the Company shall not contravene any obligations he may have to any prior employer. The Executive represents and warrants that he has disclosed to the Company all provisions in any agreements with his current and previous employers, if any, that purport to restrict his activities following employment with each such employer and that he is subject to no agreement or restriction that would limit his ability to execute and deliver this Agreement or serve in the capacities and fully perform the services contemplated herein.

10. Recoupment.

(a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net loss, the Executive shall repay to the Company any portion of any bonus and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or

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will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, or (ii) to take any other appropriate action to recoup such payments.

(b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive.

(c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the Dodd-Frank Wall Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

11. Section 280G of the Code. Pursuant to Section 4(e), Section 3 of the Change in Control Agreement shall govern in lieu of this Section 11 in respect of a termination of the Executive’s employment which is a “Covered Termination” (as defined in the Change in Control Agreement). Otherwise, with respect to any amount or benefit under this Agreement, including with respect to any other termination, notwithstanding anything in this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 11 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made at the expense of the Company by the Company’s independent accountants. The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 11 will not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit

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intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 11, the Company will reduce the Executive’s payment and/or benefits, to the extent required, in the following order: (i) the lump sum payment provided under Section 4(a)(ii); (ii) the accelerated vesting of equity-based awards described in Section 4(a)(iii)(C) (including the corresponding Company equity-based awards, pursuant to Section 4(a)(iii)(D)); (iii) the accelerated vesting of equity-based awards described in Section 4(a)(iii)(A) (including the corresponding Company equity-based awards, pursuant to Section 4(a)(iii)(D)); and (iv) the accelerated vesting of equity-based awards described in Section 4(a)(iii)(B) (including the corresponding Company equity-based awards, pursuant to Section 4(a)(iii)(D)).

12. Miscellaneous.

(a) Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, but without giving effect to the principles of conflict of laws of such State.

(b) Headings. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(c) Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(d) Merger. From and after the Effective Date, this Agreement shall supersede and replace any other written or oral employment agreement or understanding between the parties with respect to the subject matter hereof in effect immediately prior to the execution of this Agreement.

(e) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:	E. James Ferland
If to the Company:	Babcock & Wilcox Power Generation Group, Inc.
	13024 Ballantyne Corporate Place
	Charlotte, NC 28277
	ATTENTION: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

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(f) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(g) Withholding of Amounts. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(h) No Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(i) Survivability. Any provision of this Agreement that by its terms continues after the expiration of the Employment Period or the termination of the Executive’s employment shall survive in accordance with its terms.

(j) Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive’s other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within thirty (30) calendar days after the date of the Executive’s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). The Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code.

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IN WITNESS WHEREOF, the Parties hereby execute this Agreement as of the day and year first above written.

THE BABCOCK & WILCOX COMPANY
By:	/s/ Stephen G. Hanks
Name:	Stephen G. Hanks
Title:	Lead Independent Director

BABCOCK & WILCOX POWER GENERATION GROUP, INC.

By:	/s/ James D. Canafax
Name:	James D. Canafax
Title:	Member, Board of Directors
	/s/ E. James Ferland
	E. JAMES FERLAND

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EX-10.4

Exhibit 10.4

RESTRUCTURING TRANSACTION RETENTION AGREEMENT

This Restructuring Transaction Retention Agreement (“Agreement”) is by and between The Babcock & Wilcox Company and             (“Executive”), dated as of November 5, 2014 (the “Agreement Date”).

If the Company (as defined in Exhibit A to this Agreement), with the prior approval of the Board of Directors of the Company, engages in a transaction that results in the sale or other disposition of all or substantially all of the operations of either of its Subsidiaries, BWX Technologies, Inc. (“BWXT”) or Babcock & Wilcox Power Generation Group, Inc. (“PGG”, and each of BWXT and PGG, an “Operating Sub” and, together, the “Operating Subs”), whether by sale of the capital stock or assets of one or both of the Operating Subs, spinoff of one or both of the Operating Subs or otherwise (a “Restructuring Transaction”) with a Spin Effective Date (as defined in Exhibit A to this Agreement) that occurs prior to January 1, 2016, Executive shall be entitled to the Retention Incentive Grant (as defined below) under the circumstances set out below. In addition, if Executive’s employment is terminated under certain circumstances set out below prior to, on or following the Spin Effective Date, Executive will be entitled to the severance compensation and benefits set out below. The sale or disposition of less than 100% of the assets or stock of an Operating Sub shall not be considered a sale or other disposition of substantially all of the operations of such Operating Sub unless it is a sale or other disposition of at least 80% of the stock or assets of such Operating Sub. Terms that are capitalized (but not otherwise defined herein) are used as defined in Exhibit A to this Agreement.

The Company and Executive agree as follows:

1. RETENTION INCENTIVE GRANT: On such date as the Company sets the record date for the Restructuring Transaction, if Executive’s employment with the Company has not been terminated prior to such date, then the Company shall cause Executive to be granted either whole shares of restricted common stock of the Company (“Company Shares”) or restricted stock units covering Company Shares under the Company’s 2010 Long-Term Incentive Plan, as amended and restated February 25, 2014 (the “Retention Incentive Grant”), as follows:

(a) Number of Shares. The dollar amount of the Retention Incentive Grant will be equal to the product of (x) 1^a and (y) the sum of Executive’s (1) Salary plus (2) the product of (A) the Salary and (B) the Target Bonus Percentage (such amount, the “Grant Date Value”^b). The number of Company Shares to be granted as the Retention Incentive Grant shall equal, rounded down to the nearest whole number of shares that is divisible by three (3): (i) the Grant Date Value, divided by (ii) the closing price of one Company Share, as applicable, on the third trading day following the third quarter release of earnings of the Company.

^a  This number is 2 in the agreement for James Canafax.

^b  The Grant Date Value in the agreement for each of Jenny Apker, P. Sandy Baker and David Black is expressed as $600,000; $1,235,000 and $600,000, respectively, rather than as a formula.

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(b) Vesting. Except as provided in Section 1(c) below, if, and only if, Executive remains continuously employed with the Company through the relevant vesting date, the Retention Incentive Grant will vest as follows: one-third (1/3rd) shall vest on the thirtieth (30th) day following the Spin Effective Date and two-thirds (2/3rd) shall vest on the first anniversary of the Spin Effective Date.

(c) Death or Disability. The Retention Incentive Grant shall vest in full upon Executive’s death or date of Separation from Service due to Disability that occurs prior to any vesting date described in Section 1(b); provided that Executive remains continuously employed with the Company through the date of death or date of Separation from Service due to Disability.

2. SEVERANCE BENEFITS: If Executive experiences a Covered Termination, he will be entitled to the payments and benefits set forth below; provided that the benefits described in Sections 2(b), (c), (d), (e) and (f) shall only be payable if Executive executes a waiver and release prepared by the Company, which releases the Company and its affiliates, directors, officers and other customary persons from any claim or liability arising out of or related to Executive’s employment with or termination of employment from the Company or any of its affiliates (except for amounts to which Executive is legally entitled pursuant to employee benefit plans, Executive’s right to enforce this Agreement and rights to insurance coverage or indemnification), and 12-month post-employment nondisparagement and noncompetition covenants (the “Release”), which Release is not revoked within the time period provided therein, and the executed Release is delivered to the Company no later than forty-five (45) days after the Covered Termination.

(a) Accrued Benefits. The Accrued Benefits, payable within sixty (60) days after the Covered Termination, or such earlier time as may be required by applicable law.

(b) SERP and Restoration Plan. As of the Covered Termination, a fully vested and non-forfeitable interest in Executive’s account balance in the SERP and the Restoration Plan, payable in accordance with the terms of SERP or the Restoration Plan, as applicable.

(c) Unvested Equity Awards. As of the Covered Termination, unless otherwise settled in accordance with the provisions of Section 4 of this Agreement and/or the plans and agreements referred to therein, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on Company Shares on or prior to December 31, 2014 (the “Equity Awards”) (excluding for the avoidance of doubt the Retention Incentive Grant), to be vested and, in the case of restricted stock and restricted stock units, settled within the 60^th day after the Covered

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Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; and provided further that, subject to any adjustment(s) which may be made to the Equity Awards as of the Spin Effective Date as a result of the Restructuring Transaction (including without limitation pursuant to the applicable plan or award agreement pursuant to which the Equity Awards were granted, and/or the Company’s employee matters agreement executed in connection with the Restructuring Transaction), (i) any performance-based Equity Awards shall be settled assuming a target rate of performance applicable to such award, but (ii) any performance-based Equity Awards which at the time of grant had been designated as “performance-based compensation” within the meaning of Code Section 162(m) will be settled only with respect to the number of Company Shares earned based on achievement of actual performance through the applicable performance period, which settlement will occur at the same time as if the Covered Termination had not occurred. For the avoidance of doubt, any Equity Awards that are vested (including as a result of the foregoing provision) options to purchase Company Shares that Executive holds as of the date of his Covered Termination will remain exercisable through the expiration of the original term of such option.

(d) Severance Payment Based on Salary. An amount equal to 2 times the sum of Executive’s (x) Salary plus (y) the product of (1) Salary and (2) Target Bonus Percentage, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

(e) Severance Payment Based on Bonus.

(1) Covered Termination Performance Year. An amount equal to the product of (A) Salary and (B) the Applicable Bonus Percentage, with the product of (A) and (B) prorated based on the number of days Executive was employed during the bonus year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination; but if the Covered Termination occurs in calendar year 2014 or 2016, such payment may be made not later than March 15 of the calendar year following the year in which the Covered Termination occurs.

(2) Prior Performance Year. If a bonus for the prior calendar year has not been paid under the Bonus Plan as of Executive’s Covered Termination, then Executive will be entitled to the actual amount of the bonus determined under the Bonus Plan for such prior calendar year (such amount to be determined without the exercise of any downward discretion), paid in a lump sum in cash at the same time such bonus is paid to other Bonus Plan participants.

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(f) Health Care Benefits. An amount equal to three (3) times the full annual cost of coverage for medical, dental and vision benefits covering Executive and his covered dependents for the year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

In no event shall the benefits provided for in Sections 2(a), (d), (e) and (f) above or any payment provided for in (c) above that is not subject to Code Section 409A be paid later than March 15th of the calendar year immediately following the calendar year in which Executive’s Covered Termination occurs. For the avoidance of doubt, in the event of a Covered Termination, in no event shall Executive be eligible for or entitled to any other severance payments or benefits under any other severance plan, program or policy maintained by the Company or any of its Affiliates.

3. LIMITATION ON PAYMENTS AND BENEFITS: Subject to Section 4(a) of this Agreement, notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 3 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made at the expense of the Company by the Company’s independent accountants. The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 3 will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 3, the Company will reduce Executive’s payment and/or benefits, to the extent required, in the following order: (i) the lump sum payment provided under Section 2(d); (ii) the lump sum payment provided under
Section 2(e)(1); (iii) the lump sum payment related to Health Care Benefits provided under Section 2(f); and (iv) the accelerated vesting of equity-based awards described in Section 2(c).

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4. CHANGE IN CONTROL:

(a) Executive Subject to Change in Control Agreement. In the event of a Change in Control, if Executive is party to a Change in Control Agreement with the Company, then, Executive’s Change in Control Agreement shall govern in lieu of this Agreement; in no event will Executive receive duplicate severance payments pursuant to Section 2 of this Agreement and Executive’s Change in Control Agreement, if any. In the event of a Change in Control, any Retention Incentive Grant that is outstanding and unvested at the time of a Covered Termination shall be immediately vested in full pursuant to
Section 2(c) of the Change in Control Agreement upon the Covered Termination (as defined under the Change in Control Agreement).

(b) Executive Not Subject to Change in Control Agreement. In the event of a Change in Control, if Executive is not a party to a Change in Control Agreement with the Company, Executive shall continue to be covered under the provisions of this Agreement upon a Covered Termination, except any benefits Executive may be entitled to with respect to any equity-based compensation (including any Equity Awards) will be determined in accordance with the applicable plans and award agreements. In the event of any conflict between the terms of any such plans or award agreement and Section 2(c) of this Agreement, the terms of such plan or award agreement shall control. Notwithstanding the foregoing, in the event of a Change in Control, any Retention Incentive Grant that is outstanding and unvested shall be immediately vested in full upon Executive’s Covered Termination hereunder.

5. INTERNAL REVENUE CODE 409A:

(a) Compliance. It is the intent of the parties that the provisions of this Agreement either comply with Code Section 409A and the Treasury regulations and guidance issued thereunder or that one or more elements of compensation or benefits be exempt from Code Section 409A. Accordingly, the parties intend that this Agreement be interpreted and operated in a manner consistent with such requirements in order to avoid the application of penalty taxes under Code Section 409A to the extent reasonably practicable. The Company shall neither cause nor permit: (i) any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Code Section 409A to comply with the applicable requirements of Code Section 409A; or (ii) any adjustments to any equity interest to be made in a manner that would result in the equity interest’s becoming subject to Code Section 409A unless, after such adjustment, the equity interest is in compliance with the requirements of Code Section 409A to the extent applicable. A Covered Termination shall constitute an “involuntary separation from service” for purposes of Code Section 409A.

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(b) Waiting Period for Specified Employees. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as that term is defined in Code Section 409A) as of Executive’s Covered Termination, then any amounts or benefits which are payable under this Agreement upon Executive’s “Separation from Service” (within the meaning of Code Section 409A), which are subject to the provisions of Code Section 409A and not otherwise exempt under Code Section 409A, and would otherwise be payable during the first six-month period following such Separation from Service, shall be paid on the first business day that (i) is at least six months after the date after Executive’s Covered Termination or (ii) follows Executive’s date of death, if earlier (the “Waiting Period”). The benefits in Sections 2(a), (d), (e) and (f) and certain of the benefits in Section 2(c) are intended to be exempt from Code Section 409A under the “short-term deferral exemption” and thus the Waiting Period is not intended to apply to such benefits.

6. CONFIDENTIALITY AND NON-DISCLOSURE: Executive acknowledges that pursuant to this Agreement, the Company agrees to provide to him Confidential Information and has previously provided him other such Confidential Information. In return for this and other consideration, provided under this Agreement, Executive agrees that he will not, while employed by the Company or any Affiliate and thereafter, disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder as may otherwise be required by law or legal process (in which case Executive shall notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and information).

7. RETURN OF PROPERTY: Executive agrees that at the time of leaving his or her employ with the Company or an Affiliate, he will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates, regardless of whether such items were prepared by Executive.

8. NON-SOLICITATION:

(a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective

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businesses, Executive agrees that while employed by the Company or an Affiliate and for twelve (12) months following a Separation from Service during the term of this Agreement he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Company or an Affiliate.

(b) The restrictions contained in Section 8(a) are limited to areas or territories within the United States or in any foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of Executive’s Separation from Service.

(c) Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

9. NOTICES: For purposes of this Agreement, notices and all other communications must be in writing and will be deemed to have been given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company:	The Babcock & Wilcox Company
	13024 Ballantyne Corporate Place, Ste. 700
	Charlotte, NC 28277
	ATTENTION: General Counsel

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If to Executive: Executive, at Executive’s most recent address on file with the Company

or to such other address as either party may furnish to the other in writing in accordance with this Section.

10. APPLICABLE LAW: The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, but without giving effect to the principles of conflict of laws of such State.

11. SEVERABILITY: If any provision of this Agreement is determined to be invalid or unenforceable, then the invalidity or unenforceability of that provision will not affect the validity or enforceability of any other provision of this Agreement and all other provisions will remain in full force and effect.

12. WITHHOLDING OF TAXES: The Company may withhold from any payments under this Agreement all federal, state, local or other taxes as may be required pursuant to any law or governmental regulation or ruling. Executive acknowledges that other than the Company’s obligation to withhold and remit applicable income and/or employment taxes and pay its share of any applicable payroll taxes, Executive is solely responsible for any and all taxes, interest and penalties that may be imposed with respect to the payments and benefits provided under this Agreement.

13. NO ASSIGNMENT; SUCCESSORS: Executive’s right to receive payments or benefits under this Agreement will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 13 the Company will have no liability to pay any amount so attempted to be assigned or transferred. This Agreement inures to the benefit of and is enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

This Agreement is binding upon and inures to the benefit of the Company and its successors and assigns (including, without limitation, any company into or with which the Company may merge or consolidate and any Successor); and to the extent necessary, the Company may assign its obligations under this Agreement to Executive’s employer upon the occurrence of the Restructuring Transaction.

14. NUMBER AND GENDER: Wherever appropriate herein, words used in the singular will include the plural, the plural will include the singular, and the masculine gender will include the feminine gender.

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15. CONFLICTS: This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any other agreement or other understanding, whether oral or written, express or implied, between them concerning, related to or otherwise in connection with, the subject matter hereof; provided that if Executive is a party to a Change in Control Agreement, the Change in Control Agreement shall apply in accordance with its terms as described herein.

16. AMENDMENT AND WAIVER: No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by any party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by any other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

17. COUNTERPARTS: This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

18. TERM: This Agreement shall become effective on the Agreement Date and shall terminate on the earliest of: (a) December 31, 2015, but if the Spin Effective Date occurs prior to January 1, 2016, then the first anniversary^c of the Spin Effective Date; (b) the date a determination is made by the Board that a Restructuring Transaction will not occur; and (c) the date on which Executive’s employment with the Company and all Affiliates is terminated; provided that the terms of this Agreement which must survive the termination of this Agreement in order to be effectuated (including the provisions of Sections 1, 2, 6, 7 and 8) will in all events survive.

[Signatures on next page]

^c  Second anniversary in the agreement for James Canafax

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THE BABCOCK & WILCOX COMPANY
By:
Name:	E. James Ferland
Title:	President and Chief Executive Officer
EXECUTIVE
By:
Name:	EMPLOYEE

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EXHIBIT A

DEFINITIONS

The following terms have the meanings set forth below.

“Accrued Benefits” shall mean:

i. Any portion of Executive’s Salary earned through the date of the Covered Termination and not yet paid;

ii. Reimbursement for any and all amounts advanced in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive through the date of the Covered Termination in accordance with the Company’s policies and procedures on reimbursement of expenses;

iii. Any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time;

iv. If executive participates in the Company’s financial planning services through AYCO on the date of the Covered Termination, such services through AYCO will continue until the earlier of June 30 of the calendar year following the calendar year in which a Covered Termination occurs or the date such program terminates for all similarly situated employees; and

v. All other payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company that do not specify the time of distribution; provided that Accrued Benefits shall not include any entitlement to severance under any severance plan or policy of the Company.

“Affiliate” means an Affiliate of the Company within the meaning of Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Applicable Bonus Percentage” means: (i) if the Covered Termination occurs in calendar year 2014 or 2016, the percentage applicable to Executive to determine Executive’s actual bonus due under the applicable Bonus Plan in respect of such year and (ii) if the Covered Termination occurs in calendar year 2015, the Target Bonus Percentage for such year.

“Board” means the Board of Directors of the Company.

“Bonus Plan” means the Company’s Executive Incentive Compensation Plan or the Company’s Management Incentive Compensation Plan, as applicable to Executive, or any successor plan thereto.

“Cause” means

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(i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or an Affiliate (occasioned by reason other than physical or mental illness or disability of Executive) after a written demand for substantial performance is delivered to Executive by the Compensation Committee of the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Compensation Committee of the Board or the Chief Executive Officer believes that Executive has not substantially performed his duties, after which Executive shall have thirty days to defend or remedy such failure to substantially perform his duties;

(ii) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(iii) the conviction of Executive with no further possibility of appeal for, or plea of guilty or nolo contendere by Executive to, any felony.

The cessation of employment of Executive under subparagraph (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Compensation Committee of the Board of Directors of the Company at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to Executive and he is given an opportunity, together with his counsel, to be heard before such Committee), finding that, in the good faith opinion of such Committee, Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

A “Change in Control” will be deemed to have occurred upon the occurrence of any of the following:

(a) 30% Ownership Change: Any Person, other than an ERISA-regulated pension plan established by the Company or an Affiliate, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors); or

(b) Board Majority Change: Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or

(c) Major Mergers and Acquisitions: Consummation of a Business Combination unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately before such Business Combination

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beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination in substantially the same relative proportions as their ownership, immediately before such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of the Incumbent Directors) does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the Incumbent Directors), (iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination and (iv) a majority of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately before consummation of such Business Combination; or

(d) Major Asset Dispositions: Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting Stock immediately before such Major Asset Disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of the definition of a “Change in Control”,

(1) “Person” means an individual, entity or group;

(2) “group” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;

(3) “beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4) “Outstanding Voting Stock” means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Voting Stock (or of other voting stock) is determined based on the combined voting power of such securities;

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(5) “Incumbent Director” means a director of the Company (x) who was a director of the Company on the effective date of this Agreement or (y) who becomes a director after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director will not be deemed an Incumbent Director if his or her initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

(6) “election contest” is used as it is defined for purposes of Rule 14a-11 under the Exchange Act;

(7) “Business Combination” means

(x) a merger or consolidation involving the Company or its stock or

(y) an acquisition by the Company, directly or through one or more Subsidiaries, of another entity or its stock or assets;

(8) “parent corporation resulting from a Business Combination” means the Company if its stock is not acquired or converted in the Business Combination and otherwise means the entity which as a result of such Business Combination owns the Company or all or substantially all the Company’s assets either directly or through one or more Subsidiaries; and

(9) “Major Asset Disposition” means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its Subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means The Babcock & Wilcox Company and any Successors, including, following a Restructuring Transaction, BWXT or PGG, as applicable.

“Confidential Information” means any and all information, data and knowledge that has been created, discovered, developed or otherwise become known to the Company or any of its Affiliates or in which property rights have been assigned or otherwise conveyed to the Company or any of its Affiliates, which information, data or knowledge has commercial value in the business in which the Company or any of its Affiliates or ventures is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the

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terms of this Agreement. By way of illustration, but not limitation, Confidential Information includes business trade secrets, secrets concerning the Company’s or any of its Affiliate’s plans and strategies, nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections, licenses, prices, costs, and employee, customer and supplier lists.

“Covered Termination” means, prior to the first anniversary^d of the Spin Effective Date of a Restructuring Transaction occurring during the term of this Agreement, there occurs a termination of Executive’s employment (such that Executive ceases to be employed by the Company or an Affiliate) that is a “Separation from Service” (as defined in Code Section 409A and the Treasury regulations and guidance issued thereunder) (i) by the Company or an Affiliate for a reason other than Cause or other than Executive’s Disability or (ii) by Executive for Good Reason.

“Disability” means circumstances which would qualify Executive for long term disability benefits under the Company’s Long Term Disability Plan, whether or not Executive is covered under such plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Good Reason” means any one or more of the following events which occurs prior to the first anniversary^e of the Spin Effective Date of a Restructuring Transaction:

(a) a material diminution in the duties or responsibilities of Executive from those applicable immediately before the Agreement Date; [prior to the Spin Effective Date, a material diminution in the duties or responsibilities of Executive from those applicable immediately before the Agreement Date, but on and after the Spin Effective Date, a material diminution in the duties or responsibilities of Executive from those applicable immediately after the Spin Effective Date;]^f but, for the avoidance of doubt, if Executive has a position with either the Company or a Successor and, in either case, the employer is publicly traded, a material diminution in position, authority, duties or responsibilities will not have occurred if Employee has a position, authority, duties and responsibilities substantially the same as those attendant to Employee’s position with the Company immediately prior to the Agreement Date (notwithstanding that the business operations of the Company or such Successor may be smaller or less complex);

^d  Second anniversary in the agreement for James Canafax

^e  Second anniversary in the agreement for James Canafax

^f  Only the agreements for Jenny Apker, P. Sandy Baker and David Black contain the language in brackets.

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(b) a material reduction in Executive’s annual Salary as in effect immediately before the Agreement Date or as the same may be increased from time to time thereafter; [prior to the Spin Effective Date, a material reduction in Executive’s annual rate of base salary as of the Agreement Date, but on and after the Spin Effective Date, a material reduction in Executive’s annual rate of base salary as of the Spin Effective Date, as the same may be increased from time to time thereafter;]^g

(c) the failure by the Company to continue in effect any compensation plan in which Executive participates immediately before the Agreement Date which is material to Executive’s total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately before the Agreement Date, unless the action by the Company applies to all similarly situated employees;

(d) the failure by the Company to continue to provide Executive with material benefits in the aggregate that are substantially similar to those enjoyed by Executive under any of the Company’s (or its Affiliates’) pension, savings, life insurance, medical, health and accident, or disability plans in which Executive was participating immediately before the Agreement Date if such benefits are material to Executive’s total compensation, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any fringe benefit enjoyed by Executive at the time of the Agreement Date if such fringe benefit is material to Executive’s total compensation, unless the action by the Company applies to all similarly situated employees; or

(e) a change in the location of Executive’s principal place of employment with the Company by more than 50 miles from the location where Executive was principally employed as of the Agreement Date without Executive’s consent.

If any of the events described above occurs prior to the first anniversary^h of a Restructuring Transaction (an “Event”), Executive shall give the Company written notice (the “Executive Notice”) within 60 days following Executive’s knowledge of an Event that Executive intends to terminate employment as a result. The Company shall have 30 days following receipt of the Executive Notice in which to cure the Event. If the Company does not take such action within that time, the Event shall constitute Good Reason. If Executive does not provide the Executive Notice within 60 days as required above, then the Event shall not constitute Good Reason, and thereafter, for purposes of determining whether Executive has Good Reason, Executive’s terms and conditions of employment after the occurrence of the Event shall be substituted for those terms and conditions of Executive’s employment in effect immediately prior to the date of this Agreement.

^g  Only the agreements for Jenny Apker, P. Sandy Baker and David Black contain the language in brackets.

^h  Second anniversary in the agreement for James Canafax

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“Restoration Plan” means The Babcock & Wilcox Company Defined Contribution Restoration Plan, or any similar plan offered by a Successor, as in effect on the Covered Termination.

“Salary” means Executive’s annual rate of base salary: (a) for purposes of Section 1, as in effect on the record date of the Restructuring Transaction; and (b) for purposes of Section 2, as in effect immediately before the Covered Termination or, if higher, in effect immediately before the first Event constituting Good Reason.

“SERP” means The Babcock & Wilcox Company Supplemental Executive Retirement Plan, or any supplemental executive retirement plan offered by a Successor, as in effect on the date of the Covered Termination.

“Spin Effective Date” means, with respect to a Restructuring Transaction, the effective date of date of the consummation of the spinoff or split off (i.e., the date shares of the Subsidiary subject to the spinoff or split off are first distributed to the Company’s stockholders) or sale (i.e., the closing date for the sale) that results in the completion of the Restructuring Transaction.

“Subsidiary” means every corporation, limited liability company, partnership or other entity of which 50% or more of the total combined voting power of all classes of voting securities or other equity interests is owned, directly or indirectly, by The Babcock and Wilcox Company or, upon and following a Restructuring Transaction, by the Successor.

“Successor” means an entity that has acquired the Company or an Operating Sub in a Change in Control, or an Operating Sub that is sold off or spun off to the stockholders of the Company in a Restructuring Transaction.

“Target Bonus Percentage” means the percentage applicable to Executive to determine Executive’s target incentive award opportunity under the Bonus Plan applicable to Executive: (a) for purposes of Section 1, as in effect for the bonus year in which the Restructuring Transaction occurs; and (b) for purposes of Section 2, as in effect immediately before the Covered Termination or, if higher, immediately before the first Event constituting Good Reason.

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EX-10.5

Exhibit 10.5

RESTRUCTURING TRANSACTION SEVERANCE AGREEMENT

This Restructuring Transaction Severance Agreement (“Agreement”) is by and between The Babcock & Wilcox Company and              (“Executive”), dated as of November 5, 2014 (the “Agreement Date”).

The Company (as defined in Exhibit A to this Agreement), with the prior approval of the Board of Directors of the Company, may engage in a transaction that results in the sale or other disposition of all or substantially all of the operations of either of its Subsidiaries, BWX Technologies, Inc. (“BWXT”) or Babcock & Wilcox Power Generation Group, Inc. (“PGG”, and each of BWXT and PGG, an “Operating Sub” and, together, the “Operating Subs”), whether by sale of the capital stock or assets of one or both of the Operating Subs, spinoff of one or both of the Operating Subs or otherwise (a “Restructuring Transaction”) with a Spin Effective Date (as defined in Exhibit A to this Agreement) to occur prior to January 1, 2016. If Executive’s employment is terminated under certain circumstances set out below prior to, on or following the Spin Effective Date, Executive will be entitled to the severance compensation and benefits set out below. The sale or disposition of less than 100% of the assets or stock of an Operating Sub shall not be considered a sale or other disposition of substantially all of the operations of such Operating Sub unless it is a sale or other disposition of at least 80% of the stock or assets of such Operating Sub. Terms that are capitalized (but not otherwise defined herein) are used as defined in Exhibit A to this Agreement.

The Company and Executive agree as follows:

1. SEVERANCE BENEFITS: If Executive experiences a Covered Termination, he will be entitled to the payments and benefits set forth below; provided that the benefits described in Sections 1(b), (c), (d), (e) and (f) shall only be payable if Executive executes a waiver and release prepared by the Company, which releases the Company and its affiliates, directors, officers and other customary persons from any claim or liability arising out of or related to Executive’s employment with or termination of employment from the Company or any of its affiliates (except for amounts to which Executive is legally entitled pursuant to employee benefit plans, Executive’s right to enforce this Agreement and rights to insurance coverage or indemnification), and 12-month post-employment nondisparagement and noncompetition covenants (the “Release”), which Release is not revoked within the time period provided therein, and the executed Release is delivered to the Company no later than forty-five (45) days after the Covered Termination.

(a) Accrued Benefits. The Accrued Benefits, payable within sixty (60) days after the Covered Termination, or such earlier time as may be required by applicable law.

(b) SERP and Restoration Plan. As of the Covered Termination, a fully vested and non-forfeitable interest in Executive’s account balance in the SERP and the Restoration Plan, payable in accordance with the terms of SERP or the Restoration Plan, as applicable.

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(c) Unvested Equity Awards. As of the Covered Termination, unless otherwise settled in accordance with the provisions of Section 3 of this Agreement and/or the plans and agreements referred to therein, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on shares of common stock of the Company (“Company Shares”) on or prior to December 31, 2014 (the “Equity Awards”), to be vested, and in the case of restricted stock and restricted stock units, settled within the 60^th day after the Covered Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; and provided further that, subject to any adjustment(s) which may be made to the Equity Awards as of the Spin Effective Date as a result of the Restructuring Transaction (including without limitation pursuant to the applicable plan or award agreement pursuant to which the Equity Awards were granted, and/or the Company’s employee matters agreement executed in connection with the Restructuring Transaction), (i) any performance-based Equity Awards shall be settled assuming a target rate of performance applicable to such award, but (ii) any performance-based Equity Awards which at the time of grant had been designated as “performance-based compensation” within the meaning of Code Section 162(m) will be settled only with respect to the number of Company Shares earned based on achievement of actual performance through the applicable performance period, which settlement will occur at the same time as if the Covered Termination had not occurred. For the avoidance of doubt, any Equity Awards that are vested (including as a result of the foregoing provision) options to purchase Company Shares that Executive holds as of the date of his Covered Termination will remain exercisable through the expiration of the original term of such option.

(d) Severance Payment Based on Salary. An amount equal to 2 times the sum of Executive’s (x) Salary plus (y) the product of (1) Salary and (2) Target Bonus Percentage, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

(e) Severance Payment Based on Bonus.

(1) Covered Termination Performance Year. An amount equal to the product of (A) Salary and (B) the Applicable Bonus Percentage, with the product of (A) and (B) prorated based on the number of days Executive was employed during the bonus year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination; but if the Covered Termination occurs in calendar year 2014 or 2016, such payment may be made not later than March 15 of the calendar year following the year in which the Covered Termination occurs.

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(2) Prior Performance Year. If a bonus for the prior calendar year has not been paid under the Bonus Plan as of Executive’s Covered Termination, then Executive will be entitled to the actual amount of the bonus determined under the Bonus Plan for such prior calendar year (such amount to be determined without the exercise of any downward discretion), paid in a lump sum in cash at the same time such bonus is paid to other Bonus Plan participants.

(f) Health Care Benefits. An amount equal to three (3) times the full annual cost of coverage for medical, dental and vision benefits covering Executive and his covered dependents for the year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

In no event shall the benefits provided for in Sections 1(a), (d), (e) and (f) above or any payment provided for in (c) above that is not subject to Code Section 409A be paid later than March 15th of the calendar year immediately following the calendar year in which Executive’s Covered Termination occurs. For the avoidance of doubt, in the event of a Covered Termination, in no event shall Executive be eligible for or entitled to any other severance payments or benefits under any other severance plan, program or policy maintained by the Company or any of its Affiliates.

2. LIMITATION ON PAYMENTS AND BENEFITS: Subject to Section 3(a) of this Agreement, notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 2 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made at the expense of the Company by the Company’s independent accountants. The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 2 will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event

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that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 2, the Company will reduce Executive’s payment and/or benefits, to the extent required, in the following order: (i) the lump sum payment provided under Section 1(d); (ii) the lump sum payment provided under Section 1(e)(1); (iii) the lump sum payment related to Health Care Benefits provided under Section 1(f); and (iv) the accelerated vesting of equity-based awards described in Section 1(c).

3. CHANGE IN CONTROL:

(a) Executive Subject to Change in Control Agreement. In the event of a Change in Control, if Executive is party to a Change in Control Agreement with the Company, then, Executive’s Change in Control Agreement shall govern in lieu of this Agreement; in no event will Executive receive duplicate severance payments pursuant to Section 1 of this Agreement and Executive’s Change in Control Agreement, if any.

(b) Executive Not Subject to Change in Control Agreement. In the event of a Change in Control, if Executive is not a party to a Change in Control Agreement with the Company, Executive shall continue to be covered under the provisions of this Agreement upon a Covered Termination, except any benefits Executive may be entitled to with respect to any equity-based compensation (including any Equity Awards) will be determined in accordance with the applicable plans and award agreements. In the event of any conflict between the terms of any such plans or award agreement and Section 1(c) of this Agreement, the terms of such plan or award agreement shall control.

4. INTERNAL REVENUE CODE 409A:

(a) Compliance. It is the intent of the parties that the provisions of this Agreement either comply with Code Section 409A and the Treasury regulations and guidance issued thereunder or that one or more elements of compensation or benefits be exempt from Code Section 409A. Accordingly, the parties intend that this Agreement be interpreted and operated in a manner consistent with such requirements in order to avoid the application of penalty taxes under Code Section 409A to the extent reasonably practicable. The Company shall neither cause nor permit: (i) any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Code Section 409A to comply with the applicable requirements of Code Section 409A; or (ii) any adjustments to any equity interest to be made in a manner that would result in the equity interest’s becoming subject to Code Section 409A unless, after such adjustment, the equity interest is in compliance with the requirements of Code Section 409A to the extent applicable. A Covered Termination shall constitute an “involuntary separation from service” for purposes of Code Section 409A.

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(b) Waiting Period for Specified Employees. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as that term is defined in Code Section 409A) as of Executive’s Covered Termination, then any amounts or benefits which are payable under this Agreement upon Executive’s “Separation from Service” (within the meaning of Code Section 409A), which are subject to the provisions of Code Section 409A and not otherwise exempt under Code Section 409A, and would otherwise be payable during the first six-month period following such Separation from Service, shall be paid on the first business day that (i) is at least six months after the date after Executive’s Covered Termination or (ii) follows Executive’s date of death, if earlier (the “Waiting Period”). The benefits in Sections 1(a), (d), (e) and (f) and certain of the benefits in Section 1(c) are intended to be exempt from Code Section 409A under the “short-term deferral exemption” and thus the Waiting Period is not intended to apply to such benefits.

5. CONFIDENTIALITY AND NON-DISCLOSURE: Executive acknowledges that pursuant to this Agreement, the Company agrees to provide to him Confidential Information and has previously provided him other such Confidential Information. In return for this and other consideration, provided under this Agreement, Executive agrees that he will not, while employed by the Company or any Affiliate and thereafter, disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder as may otherwise be required by law or legal process (in which case Executive shall notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and information).

6. RETURN OF PROPERTY: Executive agrees that at the time of leaving his or her employ with the Company or an Affiliate, he will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates, regardless of whether such items were prepared by Executive.

7. NON-SOLICITATION:

(a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective

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businesses, Executive agrees that while employed by the Company or an Affiliate and for twelve (12) months following a Separation from Service during the term of this Agreement he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Company or an Affiliate.

(b) The restrictions contained in Section 7(a) are limited to areas or territories within the United States or in any foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of Executive’s Separation from Service.

(c) Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

8. NOTICES: For purposes of this Agreement, notices and all other communications must be in writing and will be deemed to have been given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company:	The Babcock & Wilcox Company
	13024 Ballantyne Corporate Place, Ste. 700
	Charlotte, NC 28277
	ATTENTION: General Counsel

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If to Executive: Executive, at Executive’s most recent address on file with the Company

or to such other address as either party may furnish to the other in writing in accordance with this Section.

9. APPLICABLE LAW: The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, but without giving effect to the principles of conflict of laws of such State.

10. SEVERABILITY: If any provision of this Agreement is determined to be invalid or unenforceable, then the invalidity or unenforceability of that provision will not affect the validity or enforceability of any other provision of this Agreement and all other provisions will remain in full force and effect.

11. WITHHOLDING OF TAXES: The Company may withhold from any payments under this Agreement all federal, state, local or other taxes as may be required pursuant to any law or governmental regulation or ruling. Executive acknowledges that other than the Company’s obligation to withhold and remit applicable income and/or employment taxes and pay its share of any applicable payroll taxes, Executive is solely responsible for any and all taxes, interest and penalties that may be imposed with respect to the payments and benefits provided under this Agreement.

12. NO ASSIGNMENT; SUCCESSORS: Executive’s right to receive payments or benefits under this Agreement will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 12 the Company will have no liability to pay any amount so attempted to be assigned or transferred. This Agreement inures to the benefit of and is enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

This Agreement is binding upon and inures to the benefit of the Company and its successors and assigns (including, without limitation, any company into or with which the Company may merge or consolidate and any Successor); and to the extent necessary, the Company may assign its obligations under this Agreement to Executive’s employer upon the occurrence of the Restructuring Transaction.

13. NUMBER AND GENDER: Wherever appropriate herein, words used in the singular will include the plural, the plural will include the singular, and the masculine gender will include the feminine gender.

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14. CONFLICTS: This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any other agreement or other understanding, whether oral or written, express or implied, between them concerning, related to or otherwise in connection with, the subject matter hereof; provided that if Executive is a party to a Change in Control Agreement, the Change in Control Agreement shall apply in accordance with its terms as described herein.

15. AMENDMENT AND WAIVER: No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by any party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by any other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16. COUNTERPARTS: This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

17. TERM: This Agreement shall become effective on the Agreement Date and shall terminate on the earliest of: (a) December 31, 2015, but if the Spin Effective Date occurs prior to January 1, 2016, then the first anniversary of the Spin Effective Date; (b) the date a determination is made by the Board that a Restructuring Transaction will not occur; and (c) the date on which Executive’s employment with the Company and all Affiliates is terminated; provided that the terms of this Agreement which must survive the termination of this Agreement in order to be effectuated (including the provisions of Sections 1, 5, 6 and 7) will in all events survive.

[Signatures on next page]

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THE BABCOCK & WILCOX COMPANY
By:
Name:	E. James Ferland
Title:	President and Chief Executive Officer

EXECUTIVE
By:
Name:	EMPLOYEE

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EXHIBIT A

DEFINITIONS

The following terms have the meanings set forth below.

“Accrued Benefits” shall mean:

i. Any portion of Executive’s Salary earned through the date of the Covered Termination and not yet paid;

ii. Reimbursement for any and all amounts advanced in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive through the date of the Covered Termination in accordance with the Company’s policies and procedures on reimbursement of expenses;

iii. Any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time;

iv. If executive participates in the Company’s financial planning services through AYCO on the date of the Covered Termination, such services through AYCO will continue until the earlier of June 30 of the calendar year following the calendar year in which a Covered Termination occurs or the date such program terminates for all similarly situated employees; and

v. All other payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company that do not specify the time of distribution; provided that Accrued Benefits shall not include any entitlement to severance under any severance plan or policy of the Company.

“Affiliate” means an Affiliate of the Company within the meaning of Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Applicable Bonus Percentage” means: (i) if the Covered Termination occurs in calendar year 2014 or 2016, the percentage applicable to Executive to determine Executive’s actual bonus due under the applicable Bonus Plan in respect of such year and (ii) if the Covered Termination occurs in calendar year 2015, the Target Bonus Percentage for such year.

“Board” means the Board of Directors of the Company.

“Bonus Plan” means the Company’s Executive Incentive Compensation Plan or the Company’s Management Incentive Compensation Plan, as applicable to Executive, or any successor plan thereto.

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“Cause” means

(i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or an Affiliate (occasioned by reason other than physical or mental illness or disability of Executive) after a written demand for substantial performance is delivered to Executive by the Compensation Committee of the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Compensation Committee of the Board or the Chief Executive Officer believes that Executive has not substantially performed his duties, after which Executive shall have thirty days to defend or remedy such failure to substantially perform his duties;

(ii) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(iii) the conviction of Executive with no further possibility of appeal for, or plea of guilty or nolo contendere by Executive to, any felony.

The cessation of employment of Executive under subparagraph (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Compensation Committee of the Board of Directors of the Company at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to Executive and he is given an opportunity, together with his counsel, to be heard before such Committee), finding that, in the good faith opinion of such Committee, Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

A “Change in Control” will be deemed to have occurred upon the occurrence of any of the following:

(a) 30% Ownership Change: Any Person, other than an ERISA-regulated pension plan established by the Company or an Affiliate, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors); or

(b) Board Majority Change: Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or

(c) Major Mergers and Acquisitions: Consummation of a Business Combination unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately before such Business Combination

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beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination in substantially the same relative proportions as their ownership, immediately before such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of the Incumbent Directors) does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the Incumbent Directors), (iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination and (iv) a majority of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately before consummation of such Business Combination; or

(d) Major Asset Dispositions: Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting Stock immediately before such Major Asset Disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of the definition of a “Change in Control”,

(1) “Person” means an individual, entity or group;

(2) “group” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;

(3) “beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4) “Outstanding Voting Stock” means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Voting Stock (or of other voting stock) is determined based on the combined voting power of such securities;

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(5) “Incumbent Director” means a director of the Company (x) who was a director of the Company on the effective date of this Agreement or (y) who becomes a director after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director will not be deemed an Incumbent Director if his or her initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

(6) “election contest” is used as it is defined for purposes of Rule 14a-11 under the Exchange Act;

(7) “Business Combination” means

(x) a merger or consolidation involving the Company or its stock or

(y) an acquisition by the Company, directly or through one or more Subsidiaries, of another entity or its stock or assets;

(8) “parent corporation resulting from a Business Combination” means the Company if its stock is not acquired or converted in the Business Combination and otherwise means the entity which as a result of such Business Combination owns the Company or all or substantially all the Company’s assets either directly or through one or more Subsidiaries; and

(9) “Major Asset Disposition” means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its Subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means The Babcock & Wilcox Company and any Successors, including, following a Restructuring Transaction, BWXT or PGG, as applicable.

“Confidential Information” means any and all information, data and knowledge that has been created, discovered, developed or otherwise become known to the Company or any of its Affiliates or in which property rights have been assigned or otherwise conveyed to the Company or any of its Affiliates, which information, data or knowledge has commercial value in the business in which the Company or any of its Affiliates or ventures is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the

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terms of this Agreement. By way of illustration, but not limitation, Confidential Information includes business trade secrets, secrets concerning the Company’s or any of its Affiliate’s plans and strategies, nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections, licenses, prices, costs, and employee, customer and supplier lists.

“Covered Termination” means, prior to the first anniversary of the Spin Effective Date of a Restructuring Transaction occurring during the term of this Agreement, there occurs a termination of Executive’s employment (such that Executive ceases to be employed by the Company or an Affiliate) that is a “Separation from Service” (as defined in Code Section 409A and the Treasury regulations and guidance issued thereunder) (i) by the Company or an Affiliate for a reason other than Cause or other than Executive’s Disability or (ii) by Executive for Good Reason.

“Disability” means circumstances which would qualify Executive for long term disability benefits under the Company’s Long Term Disability Plan, whether or not Executive is covered under such plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Good Reason” means any one or more of the following events which occurs prior to the first anniversary of the Spin Effective Date of a Restructuring Transaction:

(a) a material diminution in the duties or responsibilities of Executive from those applicable immediately before the Agreement Date;

(b) a material reduction in Executive’s annual Salary as in effect immediately before the Agreement Date or as the same may be increased from time to time thereafter;

(c) the failure by the Company to continue in effect any compensation plan in which Executive participates immediately before the Agreement Date which is material to Executive’s total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately before the Agreement Date, unless the action by the Company applies to all similarly situated employees;

(d) the failure by the Company to continue to provide Executive with material benefits in the aggregate that are substantially similar to those enjoyed by Executive under any of the Company’s (or its Affiliates’) pension, savings, life insurance, medical, health and accident, or disability plans in which Executive was participating immediately before the Agreement Date if such benefits are material to Executive’s total compensation, the taking of any other action by the

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Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any fringe benefit enjoyed by Executive at the time of the Agreement Date if such fringe benefit is material to Executive’s total compensation, unless the action by the Company applies to all similarly situated employees; or

(e) a change in the location of Executive’s principal place of employment with the Company by more than 50 miles from the location where Executive was principally employed as of the Agreement Date without Executive’s consent.

If any of the events described above occurs prior to the first anniversary of a Restructuring Transaction (an “Event”), Executive shall give the Company written notice (the “Executive Notice”) within 60 days following Executive’s knowledge of an Event that Executive intends to terminate employment as a result. The Company shall have 30 days following receipt of the Executive Notice in which to cure the Event. If the Company does not take such action within that time, the Event shall constitute Good Reason. If Executive does not provide the Executive Notice within 60 days as required above, then the Event shall not constitute Good Reason, and thereafter, for purposes of determining whether Executive has Good Reason, Executive’s terms and conditions of employment after the occurrence of the Event shall be substituted for those terms and conditions of Executive’s employment in effect immediately prior to the date of this Agreement.

“Restoration Plan” means The Babcock & Wilcox Company Defined Contribution Restoration Plan, or any similar plan offered by a Successor, as in effect on the Covered Termination.

“Salary” means Executive’s annual rate of base salary as in effect immediately before the Covered Termination or, if higher, in effect immediately before the first Event constituting Good Reason.

“SERP” means The Babcock & Wilcox Company Supplemental Executive Retirement Plan, or any supplemental executive retirement plan offered by a Successor, as in effect on the date of the Covered Termination.

“Spin Effective Date” means, with respect to a Restructuring Transaction, the effective date of date of the consummation of the spinoff or split off (i.e., the date shares of the Subsidiary subject to the spinoff or split off are first distributed to the Company’s stockholders) or sale (i.e., the closing date for the sale) that results in the completion of the Restructuring Transaction.

“Subsidiary” means every corporation, limited liability company, partnership or other entity of which 50% or more of the total combined voting power of all classes of voting securities or other equity interests is owned, directly or indirectly, by The Babcock and Wilcox Company or, upon and following a Restructuring Transaction, by the Successor.

“Successor” means an entity that has acquired the Company or an Operating Sub in a Change in Control, or an Operating Sub that is sold off or spun off to the stockholders of the Company in a Restructuring Transaction.

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“Target Bonus Percentage” means the percentage applicable to Executive to determine Executive’s target incentive award opportunity under the Bonus Plan applicable to Executive as in effect immediately before the Covered Termination or, if higher, immediately before the first Event constituting Good Reason.

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