SEPARATION AGREEMENT AND RELEASE
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made by and between
Willbros United States Holdings, Inc. (formerly known as Willbros USA, Inc.) (“Company”) and John T. Dalton
(“Executive”) and is effective on the day of execution of this Agreement by Executive (the “Effective Date”).
Company and Executive have reached a mutual understanding with regard to the terms of Executive's
termination of employment as Senior Vice President and General Counsel of Company.
In order to achieve a final and amicable resolution of the employment relationship in all its aspects and in
consideration of the mutual covenants and promises set forth below, the parties agree as follows:
1. Termination of Employment: Executive's employment as Senior Vice President and
General Counsel of Company will terminate effective March 31, 2009 (the “Termination Date”). Executive
hereby resigns his position as an officer of Company and as an officer and/or director of any subsidiary or affiliate
of Company effective on the Termination Date. Executive will receive his regular base salary through the
Termination Date and payment for any accrued and unused vacation on the regular Company payday for
Executive employees next following the Termination Date.
2. Benefits under Employment Agreement and Severance Plan: Executive and Company
have entered into an Amended and Restated Employment Agreement dated December 31, 2008 (the
“Employment Agreement”), providing certain benefits to Executive in the event of Company's termination of
Executive's employment during the term of the Employment Agreement without cause. Executive is also a
participant in the Willbros Group, Inc. Severance Plan, as amended and restated effective September 25, 2003
(the “Severance Plan”) that provides certain benefits to Executive in the event of an involuntary termination
without cause. It is the intent of the parti