KBR, INC. — Director's Dealing 2010

Mar 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KBR, INC. (KBR)
CIK: 0001357615
Period of Report: 2010-02-25

Reporting Person: Rose John L (Group President, Hydrocarbons)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-25	Common Stock	A	563	—	Acquired	35943	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-25	Stock Options	$12.49	A	3020	Acquired	2019-03-04	Common Stock (3020)	Direct

Footnotes

F1: On March 4, 2009, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the initial 20% that has satisfied the positive net income requirement.

F2: On March 4, 2009, the reporting person was granted options that vest at a rate of 33 1/3% on the first anniversary, 66 2/3% on the second anniversary and 100% on the third anniversary from the original date of grant with each vesting subject to the Company having positive net income in the prior year. This portion represents the initial 33 1/3% that has satisfied the positive net income requirement.