Summary of KBR, INC. - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

To satisfy certain payment timing provisions under Internal Revenue Code section 409A, effective as of December 31, 2008, KBR, Inc. ("KBR"):

1. Amended and restated the following nonqualified deferred compensation and incentive compensation plans: KBR Supplemental Executive Retirement Plan; KBR Elective Deferral Plan; KBR Benefit Restoration Plan; and KBR Senior Executive Performance Pay Plan.

The amended and restated nonqualified deferred compensation and incentive compensation plans, in the order as listed above, are attached to this report as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively.

2. Amended the existing severance and change in control agreements for the following officers of KBR: Klaudia J. Brace, Senior Vice President, Administration; Dennis L. Calton, Executive Vice President, Operations; Timothy B. Challand, President, Technology; T. Kevin DeNicola, Senior Vice President and Chief Financial Officer; Andrew D. Farley, Senior Vice President and General Counsel; John W. Gann, Jr., Vice President and Chief Accounting Officer; Thomas Mumford, Senior Vice President, Commercial; John W. Quinn, President, Downstream; John L. Rose, President, Upstream; and David Zimmerman, President, Services.

The amendment to the existing severance and change in control agreements is attached to this report as Exhibit 10.5.

3. Amended the existing executive employment agreement for Bruce A.

Stanski, President, Government and Infrastructure.

The amendment to Mr. Stanski's executive employment agreement is attached to this report as Exhibit 10.6.

Effective December 31, 2008, KBR Technical Services, Inc. and its parent company, KBR, entered into a severance and change in control agreement (the "Agreement") with William P. Utt, President and Chief Executive Officer of KBR. This Agreement replaces the executive employment agreement entered into by KBR Technical Services, Inc. and Mr. Utt on March 15, 2006.

A copy of the Agreement is filed with this report as Exhibit 10.7 and is incorporated herein by reference. The following summary of the terms of the Agreement is qualified in its entirety by reference to Exhibit 10.7.

The Agreement is effective December 31, 2008, and will terminate automatically on the earlier of (i) Mr. Utt's termination of employment with KBR and its affiliates or (ii) in the event of a change in control during the term of the agreement, two years following the change in control. The Agreement provides for
(i) severance termination benefits (prior to a change in control), (ii) double-trigger change in control termination benefits (on or after a change in control), and (iii) death, disability, and retirement benefits. As a condition of receipt of these benefits (other than the death and disability benefits), Mr. Utt must first execute a release and full settlement agreement. The Agreement contains customary confidentiality, noncompetition, and nonsolicitation covenants, as well as a mandatory arbitration provision. In addition, the Agreement contains a clawback provision that allows KBR to recover any benefits paid under the Agreement if KBR determines within two years after Mr. Utt's termination of employment that Mr. Utt's employment could have been terminated for cause. With the exception of unvested restricted stock and restricted stock units granted to Mr. Utt by KBR on or before April 9, 2007, the Agreement provides that all unvested stock options, SARs, restricted stock, restricted stock units, and performance awards granted to Mr. Utt by KBR will be forfeited upon severance. Such awards, however, will fully vest upon a double-trigger change in control termination.