2019 Annual Meeting of Stockholders

Approval of 2019 Long-Term Incentive Plan Aligns with Stockholder Interests 2019 LTIP will replace 2016 LTIP and the CB&I LTIP Adoption of 2019 LTIP is necessary to continue our equity-based long-term incentive program and to avoid having to potentially increase significantly the cash component of our executive compensation program in order to remain competitive and adequately compensate our employees In determining the number of shares to make available under the 2019 LTIP, the Compensation Committee considered: Key historical stock usage data under the 2016 LTIP Advice of Meridian Compensation Partners, LLC, the independent compensation consultant Expected dilution resulting from the 2019 LTIP Number of shares reserved Annual Limits on Employee Grants Minimum Vesting Key Changes from 2016 LTIP 2016 LTIP 12,000,000 Maximum annual per person grant of 3,000,000 shares subject to options. Maximum annual per person grant of 3,000,000 shares in the form of restricted stock or restricted stock units. Maximum annual cash payout of $12,000,000 per person for performance units. Awards to employees subject to a minimum vesting period of one year from the date of grant, subject to an exception for up to 5% of the shares reserved. 2019 LTIP 2,475,000, plus unused shares reserved from prior plans No provision. As a result of the elimination of the performance-based compensation exception under Section 162(m) of the Code, these per person limitations are no longer necessary. Annual limits on director awards remain in place. All awards (including director awards) will have a minimum vesting period of one year from the date of grant, subject to exceptions for up to 5% of the shares reserved as well as for director grants that vest at the next annual meeting. M Our Board believes incentive awards are critical to attracting, retaining and engaging highly qualified employees and to aligning their financial interests with the financial interests of our stockholders Investor Presentation: 2019 Annual Meeting of Stockholders 18

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