2010 LONG-TERM INCENTIVE PLAN
OF THE BABCOCK & WILCOX COMPANY
Establishment, Objectives and Duration
1.1 Establishment of the Plan. The Babcock & Wilcox Company, a corporation organized and existing under the laws of
the State of Delaware (hereinafter referred to as the “Company”), hereby establishes an incentive compensation plan to be
known as the 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company (hereinafter referred to as this “Plan”), as set
forth in this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock,
Restricted Stock Units, Performance Shares and Performance Units (each as hereinafter defined).
This Plan shall become effective as of July 2, 2010 (the “Effective Date”) and shall remain in effect as provided in Section 1.3
1.2 Objectives. This Plan is designed to promote the success and enhance the value of the Company by linking the
personal interests of Participants (as hereinafter defined) to those of the Company’s stockholders, and by providing
Participants with an incentive for outstanding performance. This Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract and retain the employment and/or services of Participants.
1.3 Duration. This Plan, as amended and restated, shall commence on the Effective Date, as described in Section 1.1
hereof, and shall remain in effect, subject to the right of the Board of Directors (as hereinafter defined) to amend or terminate
this Plan at any time pursuant to Article 15 hereof, until all Shares (as hereinafter defined) subject to it shall have been
purchased or acquired according to this Plan’s provisions; provided, however, that in no event may an Award (as hereinafter
defined) be granted under this Plan on or after July 2, 2010.
As used in this Plan, the following terms shall have the respective meanings set forth below:
2.1 “Award” means a grant under this Plan