EX-99.1 2 tm2429848d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

THIRD AMENDMENT TO CONSULTING AGREEMENT

 

This Third Amendment (the “Third Amendment”) to the Consulting Agreement between The Babcock & Wilcox Company (“B&W”) and Henry Bartoli (the “Consultant”) dated November 5th, 2020, amended on January 1, 2022 and on January 1, 2024 (collectively the “Consulting Agreement”) is effective as of January 1, 2025 (the “Effective Date”).

 

RECITALS

 

WHEREAS, B&W and Consultant desire to extend the term of the Consulting Agreement and define the compensation structure associated with such term extension, on the terms and conditions specified in this Third Amendment; and

 

WHEREAS, B&W and Consultant desire to set forth in writing their understandings and agreement with respect to such matter.

 

NOW, THEREFORE, in consideration of the foregoing, the Consultant’s continued consulting to B&W, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intended to be legally bound, agree to the following revisions to the Consulting Agreement:

 

(10) TERM – Replace the first sentence with the following: “This Agreement shall remain in effect through December 31, 2025 unless earlier terminated as otherwise provided herein.”

 

Exhibit B – Replace Exhibit B in its entirety with the following:

 

   
Compensation Type Compensation Amount/Method
   
   
Base Fee $12,500/month
   
   
LTIP Award $75,000 worth of Restricted Stock Units
   
  Vesting schedule and terms:
  50% of shares on June 30, 2025
  50% of shares on December 31, 2025
   
  Vesting of the Restricted Stock Units is contingent upon the
  Agreement being in effect as of the applicable vesting date; all
  other terms outlined in corresponding grant agreement
   
   
Business Related Travel Reimbursement for cash expenses related to business travel
   

 

Except as set forth above, nothing in this Third Amendment shall be deemed to alter, amend, or modify any other provisions of the Consulting Agreement.

 

 

 

 

IN WITNESS WHEREOF, this Third Amendment has been executed as of the date last signed below.

 

  CONSULTANT:
     
  By: /s/ Henry Bartoli 
  Name: Henry Bartoli
  Date: 11/26/2024
     
  THE BABCOCK & WILCOX COMPANY
     
  By: /s/ Kenneth Young
  Name: Kenneth Young
  Title: CEO
  Date: 11/26/2024