EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is entered into effective January ___,
2007 (the “Effective Date”) by and between The Xxxx Group Inc., a Louisiana corporation
(collectively with its affiliates and subsidiaries hereinafter referred to as “Company”), and X. X.
Xxxxxxxx, Xx. (“Employee”) and supersedes the Employment Agreement dated April 10, 2001, (the
“Prior Agreement”).
WHEREAS, the Company employs Employee and desires to continue such employment relationship and
Employee desires to continue such employment;
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and
agreements contained herein, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. Employment. The Company currently employs Employee, and Employee hereby accepts
continued employment by the Company, on the terms and conditions set forth in this Agreement.
2. Term of Employment. Subject to the provisions for earlier termination provided in
this Agreement, the term of this agreement (the “Term”) shall be three (3) years commencing on the
date hereof, and shall be automatically renewed on each day following the effective date hereof so
that on any given day the unexpired portion of the Term of this Agreement shall be three (3) years.
(Hereinafter, referred to as the “Remaining Term”.)
3. Employee’s Duties. During the Term of this Agreement, Employee shall serve as the
Chairman of the Board of Directors, President & Chief Executive Officer of the Company,
with such
duties and responsibilities as may from time to time be assigned to him by the Board of Directors
of the Company (the “Board”), provided that such duties are consistent with the customary duties of
such position.
Employee agrees to devote a substantial amount of his attention and time during normal
business hours to the business and affairs of the Company and to use reasonable best efforts to
perform faithfully and efficiently his duties and responsibilities. Employee shall not be
prohibited from making financial investments in any other company or business or from serving on
the board of directors of any other company, so long as such does not interfere with Employee’s
fiduciary duties to the Company. Employee shall at all times observe and comply with all lawful
directions and instructions of the Board.
Employee’s place of business shall be at the Company’s principal executive offices in Baton
Rouge, Louisiana.
4. (i) Base Compensation. For services rendered by Employee under this Agreement, the
Company shall pay to Employee a base salary (“Base Compensation”) as set by the Board, payable in
accordance with the Company’s customary pay periods and subject to customary withholdings. The
amount of Base Compensation shall be reviewed by the Board on an annual basis as of the close of
each fiscal year of the Company and may be increased as the Board may deem appropriate. In the
event the Board deems it appropriate to increase Employee’s annual base salary, said increased
amount shall thereafter be the “Base Compensation”. Employee’s Base Compensation, as increased from
time to time, may not thereafter be decreased unless agreed to by Employee.
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(i) Bonus. Nothing contained herein shall prevent the Board from paying additional
compensation to Employee in the form of bonuses or otherwise during the Term of this Agreement.
Employee shall be entitled to participate in and receive bonus awards under any bonus program
established by the Company for its management or key personnel. In the absence of or in addition
to such a program, Employee shall be entitled to receive such bonus, if any, as may be determined
from time to time by the Board in its discretionary and sole judgment based on merit and the
Company’s performance.
(ii) Long Term Incentives. Nothing contained herein shall prevent the Board from
paying additional compensation to Employee in the form of options, restricted stock or similar
awards (“Long Term Incentives”) under any Company plan during the Term of this Agreement. Employee
shall be entitled to participate in and receive Long Term Incentives under any program established
by the Company for its management or key personnel.
5. Additional Benefits. In addition to the compensation provided for in Section 4
herein, Employee shall be entitled to the following:
(a) Expenses. The Company shall, in accordance with any rules and
policies that it may establish from time to time for executive officers, reimburse
Employee for business expenses reasonably incurred in the performance of his duties.
The Company shall also reimburse Employee for membership and initiation fees for
clubs the Board deems reasonable in order for Employee to carry out the duties set
forth herein and, at the Board’s discretion, provide Employee a mid-size jet
aircraft (which shall mean a jet aircraft comparable to or
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better than the jet
aircraft currently being used by Employee as of the Effective Date) for his personal
use and benefit.
(b) Automobile Allowance. The Company shall provide Employee,
for his business and private use, with an automobile suitable to Employee’s
position. In addition, the Company shall either directly pay or reimburse Employee
for all costs of operating and maintaining such automobile, including insurance
thereon in accordance with Company policies.
(c) Vacation. Employee shall be entitled to a reasonable period of
vacation per year at his discretion, but not less than 5 weeks, without any loss of
compensation or benefits. Employee shall be entitled to carry forward any unused
vacation time.
(d) General Benefits. Employee and his family shall be entitled to
participate in the various employee benefit plans or programs provided to the
employees (and their families) of the Company in general, including but not limited
to, health, dental, disability, 401K and life insurance plans, subject to the
eligibility requirements with respect to each of such benefit plans or programs, and
such other benefits or perquisites as may be approved by the Board during the Term
of this Agreement. Nothing in this paragraph shall be deemed to prohibit the Company
from making any changes in any of the plans, programs or benefits described in this
Section 5, provided the change similarly affects all executive officers (and their
families) of the Company similarly situated.
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6. Reserved
7. Termination This Agreement may be terminated prior to the end of its Term as set
forth below:
(a) Resignation (other than for Good Reason). Employee may resign,
including by reason of retirement, his position at any time by providing written
notice of resignation to the Company in accordance with Section 11 hereof. In the
event of such resignation, except in the case of resignation for Good Reason (as
defined below), this Agreement shall terminate and Employee shall not be entitled to
further compensation pursuant to this Agreement other than the payment of any unpaid
Base Compensation accrued hereunder as of the effective date of Employee’s
resignation and payments and benefits due under Section 8.1.
(b) Death. If Employee’s employment is terminated due to his death, one
(1) year of Employee’s Base Compensation shall be paid by the Company in lump sum in
cash within thirty (30) days after Employee’s death to Employee’s surviving spouse
or estate, and one (1) year of paid group health and dental insurance benefits shall
be provided by the Company to Employee’s surviving spouse and the minor children
(plus adult children, such as full time students, who would otherwise be eligible
for such benefits in accordance with the Company’s policies), and to the extent
that, but for his death, Employee would have otherwise been entitled to a bonus
under any bonus plan then maintained by the Company, or to the extent that other
officers or Company executives are awarded bonuses or otherwise in the discretion of
the Board, a pro rata bonus for the year of his death
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shall be paid by the Company
in lump sum in cash within thirty (30) days after Employee’s death to Employee’s
surviving spouse or estate. After the one (1) year of paid group benefit plans
described above, Employee’s surviving spouse and dependents shall be entitled at the
surviving spouse’s option to continue thereafter their enrollment under such plans
at her expense for as long as allowed by law (currently eighteen (18) months
thereafter under COBRA, Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. §§
1161 et seq.) Employee shall also be considered as immediately and totally vested in
any and all Long Term Incentives previously granted to Employee by Company or its
subsidiaries; in addition, the Company shall pay the sums due under Section 8.1 (i)
as a death benefit in cash to Employee’s spouse or estate (in accordance with
applicable law) within thirty (30) days after Employee’s death. After said payments
and provision of insurance benefits, this Agreement shall terminate and the Company
shall have no obligations to Employee or his legal representatives with respect to
this Agreement other than the payment of any unpaid Base Compensation previously
accrued hereunder.
(c) Disability. If Employee shall have been absent from the full-time
performance of Employee’s duties with the Company for one hundred eighty (180)
consecutive calendar days as a result of Employee’s incapacity due to physical or
mental illness, Employee’s employment may be terminated by the Company for
“Disability” and Employee shall not be entitled to further compensation pursuant to
this Agreement, except that Employee shall (1) be paid monthly (but only for up to a
twelve (12) month period beginning with the Date
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of Termination) the amount by which
Employee’s monthly Base Compensation exceeds the monthly benefit received by
Employee pursuant to any disability insurance covering Employee; (2) continue to
receive paid group health and dental insurance benefits for Employee and his
dependents for up to twelve (12) month period beginning with Date of Termination;
(3) be considered as immediately and totally vested in any and all Long Term
Incentives previously granted to Employee by Company or its subsidiaries; (4) to the
extent that, but for his disability, Employee would have otherwise been entitled to
a bonus under any bonus plan then maintained by the Company, or to the extent that
other officers or Company executives are awarded bonuses, a pro rata bonus for the
year of such disability; (5) an assignment to Employee at no cost and with no
apportionment of any prepaid premiums, of all assignable insurance policies
benefiting Employee. After the twelve (12) months of paid group benefit plans
described above, Employee and his dependents shall be entitled at Employee’s option
to continue thereafter their enrollment under such plans at his expense for as long
as allowed by law (currently eighteen (18) months thereafter under COBRA). In
addition, as a disability benefit, Employee shall be entitled to the payments and
benefits due under Section 8.1, and the Company shall pay within thirty (30) days
the sums due under Section 8.1 (i).
(d) Discharge.
(i) The Company may terminate Employee’s employment for any reason at
any time upon written notice thereof delivered to Employee
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in accordance with Section 11 hereof. In the event that Employee’s employment is
terminated during the Term by the Company for any reason other than his
Misconduct or Disability (both as defined below), then (A) the Company shall
pay in lump sum in cash to Employee, within fifteen (15) days following the
Date of Termination(as defined herein), an amount equal to the product of
(i) Employee’s Base Compensation as in effect immediately prior to
Employee’s termination, multiplied by (ii) the number of years in the
Remaining Term (for this purpose, treating any partial year as a full year), (B) for the Remaining Term, the Company, at its cost, shall provide or
arrange to provide Employee (and, as applicable, Employee’s dependents) with
disability, accident and group health insurance benefits substantially
similar to those which Employee (and Employee’s dependents) were receiving
immediately prior to Employee’s termination; however, the welfare benefits
otherwise receivable by Employee pursuant to this clause (B) shall be
reduced to the extent comparable welfare benefits are actually received by
Employee (and/or Employee’s dependents) during such period under any other
employer’s welfare plan(s) or program(s) , with Employee being obligated to
promptly disclose to the Company any such comparable welfare benefits, (C)
in addition to the aforementioned compensation and benefits, the Company
shall pay in lump sum in cash to Employee within fifteen (15) days following
the Date of Termination an amount equal to the product of (i) Employee’s
highest bonus paid by the Company during the most recent
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three (3) years immediately prior to the Date of Termination, multiplied by (ii) the number
of years in the Remaining Term (for this purpose, treating any partial year
as a full year), (D) Employee shall be considered as immediately and totally
vested in any and all Long Term Incentives previously made to Employee by
Company or its subsidiaries, and (E) Employee shall be entitled to the
payments and benefits due under Section 8.1, and the Company shall pay
within fifteen (15) days the sums due under Section 8.1 (i).
(ii) Notwithstanding the foregoing provisions of this Section 7, in the
event Employee is terminated because of Misconduct, the Company shall have
no obligations pursuant to this Agreement after the Date of Termination
other than the payment of any unpaid Base Compensation accrued through the
Date of Termination and payments due under Section 8.1 (i). As used herein,
“Misconduct” means (a) the continued failure by Employee to substantially
perform his duties with the Company (other than any such failure resulting
from Employee’s incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a Notice of Termination
by Employee for Good Reason), after a written demand for substantial
performance is delivered to Employee by the Board, which demand specifically
identifies the manner in which the Board believes that Employee has not
substantially performed his duties and allows such 30 days for Employee to
effect any potential cure, (b) the engaging by Employee in conduct which is
demonstrably and materially
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injurious to the Company, monetarily or
otherwise (other than such conduct resulting from Employee’s incapacity due
to physical or mental illness and other than any such actual or anticipated
conduct after the issuance of a Notice of Termination by Employee for Good
Reason), or (c) Employee’s conviction for the commission of a felony. A
finding of Misconduct shall only be made by unanimous approval, excluding
Employee, of a resolution by the Board after a meeting called for such
purpose upon thirty (30) days notice to Employee, and at which Employee is
entitled to appear with counsel and be heard.
(iii) Notwithstanding the provisions of this Section 7, in the event
Employee is terminated within thirty (30) days of a Corporate Change for
which he has already received compensation and benefits set forth in
Paragraph 7(d)(i) and 8.1, Employee shall not be entitled to any further
payments under this Agreement.
(e) Resignation for Good Reason. Employee shall be entitled to
terminate his employment for Good Reason as defined herein. If Employee terminates
his employment for Good Reason he shall be entitled to the compensation and benefits
provided in Paragraphs 7 (d) (i). “Good Reason” shall include the occurrence of any
of the following circumstances without Employee’s express written consent unless
such breach or circumstances are fully corrected (or rescinded in the case of a
Corporate Change) prior to the Date of Termination
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specified in the Notice of Termination given in respect hereof, which notice must be given within thirty (30)
days of the occurrence of such circumstance:
(1) the material breach of any of the Company’s obligations under this
Agreement without Employee’s express written consent,
(2) the failure by the Company to elect or re-elect or to appoint or
re-appoint Employee to the office of Chairman, President and Chief Executive
Officer;
(3) the continued assignment to Employee of any duties inconsistent
with the office of Chairman, President and Chief Executive Officer or
affecting Employee’s authority;
(4) without Employee’s prior written consent, the relocation of the
Company’s principal executive offices outside Baton Rouge, Louisiana or
requiring Employee to be based other than at such principal executive
offices;
(5) the failure by the Company to pay to Employee any portion of
Employee’s compensation on the date such compensation is due;
(6) the failure by the Company to continue to provide Employee with
benefits substantially similar to those enjoyed by other executive officers
who have entered into similar employment agreements with Employer under any
of the Company’s medical, health, accident,
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and/or disability plans in which Employee was participating immediately prior to such time;
(7) the failure of the Company to obtain a satisfactory agreement (as
determined by Employee in his sole discretion) from any successor to assume
and agree to perform this Agreement, as contemplated in Section 13 hereof;
or
(8) the occurrence of any Corporate Change (as defined below), but only
if Employee gives notice of his intent to terminate his employment within
ninety (90) days following the effective date of such Corporate Change and
has not otherwise received compensation and benefits provided in Paragraph
7(d)(i) as a result of the Corporate Change preceding Employee’s
termination.
(9) the occurrence of any act or omission of the Company, other than
that which is the result of Employee’s unreasonable or intentional conduct,
which is a material violation of law or regulation and exposes Employee to
material personal civil penalty or personal criminal liability.
A “Corporate Change” shall occur if (i) the Company shall not be the
surviving entity in any merger or consolidation (or survives only as a
subsidiary of another entity), (ii) the Company sells all or substantially
all of its assets to any other person or entity (other than a wholly-owned
subsidiary), (iii) the Company is to be dissolved and liquidated, (iv) when
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any “person” as defined in Section 3(a)(9) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and as used in Sections 13(d) and
14(d) thereof, including a “group” as referred to in Section 13(d) of the
Exchange Act, but excluding any 10% or larger shareholder of record of the
Company as of January 1, 2001, directly or indirectly, becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, as
amended from time to time) of securities of the Company representing 20% or
more of the combined voting power of the Company’s then outstanding
securities which are entitled to vote with respect to the election of the
directors of the Company; or (v) as a result of or in connection with a
contested election, the members of the Board as of the date of this
Agreement shall cease to constitute a majority of the Board. “Contested” as
used herein shall not include selection by a majority of the current Board
for approval by shareholders. Upon any uncontested election, the resulting
Board shall become the “Board” for purposes of this Section. Notwithstanding
anything contained herein to the contrary, upon the occurrence of a
Corporate Change, regardless of termination or continued employment,
Employee shall immediately be entitled to the compensation and benefits
provided in Paragraphs 7(d)(i) without further obligation to the Company.
(f) Notice of Termination. Any purported termination of Employee’s
employment by the Company under Sections 7(c) or 7(d)(ii), or by Employee under
Section 7(e), shall be communicated by written Notice of Termination to
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the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a
“Notice of Termination” shall mean a notice which, if by the Company and is for
Misconduct or Disability, shall set forth in reasonable detail the reason for such
termination of Employee’s employment, or in the case of resignation by Employee for
Good Reason, said notice must specify in reasonable detail the basis for such
resignation. A Notice of Termination given by Employee pursuant to Section 7(e)
shall be effective even if given after the receipt by Employee of notice that the
Board has set a meeting to consider terminating Employee for Misconduct. Any
purported termination for which a Notice of Termination is required which is not
effected pursuant to this Section 7(f) shall not be effective.
(g) Date of Termination, Etc. “Date of Termination” shall mean the
date specified in the Notice of Termination, provided that the Date of Termination
shall be at least 15 days following the date the Notice of Termination is given.
Notwithstanding the foregoing, in the event Employee is terminated for Misconduct,
the Company may refuse to allow Employee access to the Company’s offices (other than
to allow Employee to collect his personal belongings under the Company’s
supervision) prior to the Date of Termination.
(h) Mitigation. Employee shall not be required to mitigate the amount
of any payment provided for in this Section 7 by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Agreement be
reduced by any compensation earned by Employee as a result of employment by
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another employer, except that any severance amounts payable to Employee pursuant to the
Company’s severance plan or policy for employees in general shall reduce the amount
otherwise payable pursuant to Sections 7(c)(i) or 7(e).
(i) Excess Parachute Payments. Notwithstanding anything in this
Agreement to the contrary, to the extent that any payment or benefit received or to
be received by Employee hereunder in connection with the termination of Employee’s
employment would, as determined by tax counsel selected by the Company, constitute
an “Excess Parachute Payment” (as defined in Section 280G of the Internal Revenue
Code (the “Code”)) subject to the excise tax imposed by Section 4999 of the Code
(together with any interest or penalties imposed with respect to such taxes), the
Company shall fully “gross-up” such payment and benefit by paying to Employee
additional amounts (“gross-up payments”), which shall include any excise taxes and
income taxes imposed upon such gross-up payments, so that Employee is in the same
“net” after-tax position he would have been if such payment, benefit and gross-up
payments had not constituted Excess Parachute Payments.
As a result of the uncertainty in the application of Section 4999 of the Code,
it is possible that any gross-up payments calculated at the time of the initial
determination described above and made by the Company will be less than the gross-up
payments that should have been made. If Employee determines from time to time in
his sole discretion that he is or will be required to make a payment of any excise
taxes under Section 4999 of the Code (together with any interest or
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penalties with respect to such taxes) in addition to that initially determined
as described above and that he is therefore entitled to additional gross-up
payments, he shall inform the Company of the amount of the additional gross-up
payments and any such additional gross-up payments shall be paid promptly by the
Company to or for the benefit of Employee.
8. Nondisclosure and Noncompetition. Employee agrees that, as part of the
consideration for this Agreement and as an integral part hereof, he has signed and agrees to be
bound by the Nondisclosure and Noncompetition Agreement attached hereto as Exhibit A, as well as
any subsequent addenda thereto.
8.1 Consideration For Non-Compete. In consideration for the agreement set forth in
this Section 8, upon termination or as otherwise provided in this Agreement, Employee shall receive
(i) the sum of fifteen million ($15,000,000.00) dollars plus interest accrued thereon from
the date of deposit which has been set aside in a trust suitable to Employee which trust shall
invest the funds in an interest bearing account for the purpose of securing payment hereunder; it
being understood that such amounts shall remain subject to claims of the general creditors of the
Company. Upon Employee’s termination (no matter whether voluntary resignation by Employee,
voluntary termination by the Company, termination by the Company for Misconduct, or Resignation by
Employee for Good Reason or any other reason), such amount shall be paid to Employee in a lump sum
within thirty (30) days of the Date of Termination.
However, in the event of a Corporate Change as defined herein, the entire sum payable
hereunder shall be immediately due consistent with Section 7(f).
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(ii) for ten years from the Date of Termination, the Company shall provide Employee for his
private use in his sole discretion, the use of a mid-size jet aircraft (which shall mean a jet
aircraft comparable to but not less than the jet aircraft most commonly used by Employee in the
year prior to the Date of Termination) for 150 hours annually, the cost (as based on the Company’s
current “incremental cost” of operating the current aircraft primarily utilized by Employee) of
which shall not exceed $300,000 annually.
9. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
Employee’s continuing or future participation in any benefit, bonus, incentive, or other plan or
program provided by the Company or any of its affiliated companies and for which Employee may
qualify, nor shall anything herein limit or otherwise adversely affect such rights as Employee may
have under any Options with the Company or any of its affiliated companies.
10. Assignability. The obligations of Employee hereunder are personal and may not be
assigned or delegated by him or transferred in any manner whatsoever, nor are such obligations
subject to involuntary alienation, assignment or transfer. The Company shall have the right to
assign this Agreement and to delegate all rights, duties and obligations hereunder, either in whole
or in part, to any parent, affiliate, successor or subsidiary organization or company of the
Company, so long as the obligations of the Company under this Agreement remain the obligations of
the Company.
11. Notice. For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt requested, postage
prepaid, addressed to the Company at its principal office address, directed to the attention of the
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Board with a copy to the Secretary of the Company, and to Employee at Employee’s residence address
on the records of the Company or to such other address as either party may have furnished to the
other in writing in accordance herewith except that notice of change of address shall be effective
only upon receipt.
12. Validity. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
13. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the Company
to obtain such agreement prior to the effectiveness of any such succession shall be
a breach of this Agreement and shall entitle Employee to compensation from the
Company in the same amount and on the same terms as he would be entitled to
hereunder if he terminated his employment for Good Reason, except that for purposes
of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used herein, the term
“Company” shall include any successor to its business and/or
assets as aforesaid which executes and delivers the Agreement provided
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for in this Section 13 or which otherwise becomes bound by all terms and provisions of this
Agreement by operation of law.
(b) This Agreement and all rights of Employee hereunder shall inure to the
benefit of and be enforceable by Employee’s personal or legal representatives,
executors, administrators, successors, heirs distributees, devisees and legatees.
If Employee should die while any amounts would be payable to him hereunder if he had
continued to live, all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Agreement to Employee’s devisee, legatee, or
other designee or, if there be no such designee, to Employee’s estate.
14. Indemnification: Liability Insurance. The Company shall indemnify and hold
Employee (or his legal representative) harmless to the full extent permitted by applicable law for
all legal expenses and all liabilities, losses, judgments, fines, expenses, and amounts paid in
settlement in connection with any proceeding involving him (including any action by or in the right
of the Company) by reason of his being or having been a director, officer, employee, consultant, or
agent of the Company or any of its subsidiaries, affiliates, or any other enterprise if he is
serving or has served at the request of the Company. In addition, the Company shall cause any such
subsidiary, affiliate, or enterprise also to so indemnify and hold Employee harmless to the full
extent permitted by applicable law. The foregoing shall not be deemed to limit any rights of
Employee pursuant to applicable indemnification provisions of the Company’s Articles of
Incorporation or By-Laws or otherwise, and the Company agrees to amend such Articles of
Incorporation and Bylaws to provide Employee indemnification
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consistent herewith. The
Company also agrees to amend its Articles of Incorporation to provide immunity to Employee to
the full extent allowed by law. In addition, the Company shall acquire and maintain with reputable
insurance companies or associations acceptable to Employee, directors’ and officers’ liability
insurance for the benefit of the directors and officers of the Company, including Employee,
providing terms and coverage amounts of at least $75,000,000,. Such insurance shall remain in
place, to the extent that the Company is able to purchase the same, as long as necessary under
applicable statutes of limitations to cover all events occurring during the term of this Agreement
regardless of when the claim is made.
In the event of any action, proceeding, or claim against Employee arising out of his serving
or having served in a capacity specified above, the Company shall provide Employee with counsel,
who may be counsel for the Company as well, as long as no conflict of interest exists between the
Company and Employee and no ethical or professional responsibility rules prevent the same counsel
from representing both Employee and the Company. In the event of any such conflict of interest or
other bar to Employee being represented by counsel for the Company, Employee may retain his own
separate counsel (such choice of counsel may be made in his sole and absolute discretion), and the
Company shall be obligated to advance to Employee (or pay directly to his counsel) reasonable
counsel fees and other costs associated with Employee’s defense of such action, proceeding, or
claim; provided, however, that in such event, Employee shall first agree in writing, without
posting bond or collateral, to repay all sums paid or advanced to him pursuant to this provision in
the event the final disposition of such action, proceeding, or claim is one for which Employee
would not be entitled to indemnification.
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15. Miscellaneous.
(a) Amendment and Waiver. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by Employee and such officer as may be specifically authorized by
the Board. No waiver by either party hereto at any time of any breach by the other
party hereto of, or in compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent time.
(b) Entire Agreement. The Company and Employee have heretofore entered into
the Prior Agreement. The Prior Agreement shall continue in full force and effect
until the Effective Date, after which it will be superseded by this Agreement;
provided that nothing in this Agreement shall be deemed to discharge or otherwise
prejudice Employee’s right to receive, or the Company’s obligation to pay or
provide, any of the benefits accrued under the Prior Agreement as of the Effective
Date. Subject to the foregoing, this Agreement is an integration of the parties’
agreement; no agreement or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party, except
those which are set forth expressly in this Agreement.
(c) Governing Law. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE
OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA, except
for
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Section 8, in which case the law of the jurisdiction in which the non-compete
is sought to be enforced by the Company shall govern in the event such applicable
law is more favorable to the Company.
16. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.
17. Arbitration. Either party may elect that any dispute or controversy arising under
or in connection with this Agreement be settled by arbitration in Baton Rouge, Louisiana in
accordance with the rules of the American Arbitration Association then in effect. If the parties
cannot mutually agree on an arbitrator, then the arbitration shall be conducted by a three
arbitrator panel, with each party selecting one arbitrator and the two arbitrators so selected
selecting a third arbitrator. The findings of the arbitrator(s) shall be final and binding, and
judgment may be entered thereon in any court having jurisdiction. The findings of the arbitrator(s)
shall not be subject to appeal to any court, except as otherwise provided by applicable law. The
arbitrator(s) may, in his or her (or their) own discretion, award legal fees and costs to the
prevailing party.
18. Expenses. In order that the purpose of this Agreement not be frustrated, it is
the intent of the Company that the Employee not be required to incur the expenses associated with
enforcement of the Employee’s rights under this Agreement by litigation or other legal action
because the cost and expense thereof would substantially detract from the benefits intended to be
extended to the Employee hereunder, nor be bound to negotiate any settlement of the Employee’s
rights hereunder under threat of incurring such expenses. Accordingly, if following
- 22 -
the Effective
Date it should appear to the Employee that the Company has failed to comply with any of its
obligations under this Agreement or, if at any time, in the event that the Company or any other
person takes any action to declare this Agreement void or unenforceable, or institutes any
litigation or other legal action designed to deny, diminish or to recover from the Employee the
benefits intended to be provided to the Employee hereunder, and that the Employee has complied with
all of the Employee’s obligations under this Agreement, the Company irrevocably authorizes the
Employee from time to time to retain counsel of the Employee’s choice at the expense of the Company
to represent the Employee in connection with the initiation or defense of any litigation or other
legal action, whether by or against the Company or any director, officer, stockholder or other
person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior
attorney-client relationship between the Company and such counsel (other than a counsel acting on
behalf of the Company in connection with this Agreement), the Company irrevocably consents to the
Employee’s entering into an attorney-client relationship with such counsel, and in that connection
the Company and the Employee agree that a confidential relationship shall exist between the
Employee and such counsel. The Company agrees to pay as incurred, to the full extent permitted by
law, all costs and expenses which the Employee may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company, the Employee or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any guarantee of
performance thereof (including, without limitation, as a result of any contest by the Employee
about the amount of any payment pursuant to this Agreement), plus in each case interest on any
delayed payment at the applicable Federal rate. Included within such costs and expenses shall be
the reasonable fees and expenses of counsel selected from time to time by the Employee as
hereinabove provided, which fees and
- 23 -
expenses shall be paid or reimbursed to the
Employee by the Company on a regular, periodic basis upon presentation by the Employee of a
statement or statements prepared by such counsel in accordance with its customary practices.
IN WITNESS WHEREOF, the parties have executed this Agreement on _________,
effective for all purposes as provided above.
| THE XXXX GROUP INC. | ||||||
| By | ||||||
| Name: | Xxxx X. Xxxxxxx | |||||
| Its: | Secretary | |||||
EMPLOYEE:
Chairman of the Board, President and |
||
Chief Executive Officer |
- 24 -
THE XXXX GROUP INC.
EXHIBIT A TO EMPLOYMENT AGREEMENT
NONDISCLOSURE AND NONCOMPETITION AGREEMENT
This Nondisclosure and Noncompetition Agreement (“Agreement”) is made and entered into on the
date indicated below between The Xxxx Group Inc. and any and all its affiliated companies, as set
forth in Exhibit A, (collectively, “the Company”) and Xxxxx X. Xxxxxxxx, Xx. (“Executive”).
Executive and Company agree as follows:
AGREEMENT
Section 1. Confidentiality. Executive will not, during Executive’s employment or any
period thereafter, directly or indirectly, disclose or make available to any person, firm,
corporation, association or other entity, or use any “Confidential Information” for any reason or
purpose whatsoever, except as necessary in the course or performing Executive’s duties under this
Agreement or unless otherwise required by court order, subpoena, or other government or legal
process. For purposes of this section “ Confidential Information” shall mean information disclosed
to Executive or known by Executive as a consequence of or through Executive’s relationship with the
Company or its affiliates, about the Company’s and its affiliates’ customers, employees,
contractors, business methods, public relations methods, organization, pricing information, plans,
strategies, proposed bids, proposals, product information, procedures or finances, including,
without limitation, information of or relating to customers and customer lists. Confidential
Information shall not include any information that (i) was publicly known at the time of disclosure
to Executive; (ii) becomes publicly known or available thereafter other than by any means in
violation of this Agreement or any other duty owed to the Company by any person or entity; or (iii)
is lawfully disclosed to Executive by a third party. Upon termination of Executive’s employment
with the Company, regardless of the reason, all Confidential Information in Executive’s possession,
including copies, duplicates, and electronic files, shall be returned to the Company and shall not
be retained by Executive or furnished to any third party.
Section 2. Company Property. All personal property and equipment furnished to or
prepared by Executive in the course of or incident to Executive’s employment belong to the Company
and shall be promptly returned to the Company upon termination of Executive’s employment or at such
other time as the Company may request. Personal property includes, without limitation, all books,
manuals, records, reports, notes, contracts, lists, and other documents, electronic files, and all
other proprietary information relating to the business of the Company and/or its affiliates.
Following termination of employment, Executive will not retain
any written or other tangible material containing any proprietary information of the Company
or any or all of its affiliates.
Section 3. Non-Solicitation. At all times during Executive’s employment and for two
(2) years after the termination of Executive’s employment, Executive will not, directly or
indirectly, either on Executive’s own account or jointly with or as a manager, agent, officer,
employee, consultant, independent contractor, partner, joint venturer, owner, financier,
shareholder, or otherwise on behalf of any other person, firm, or corporation, offer employment to,
solicit, or attempt to solicit away from the Company or its affiliates any of their officers or
employees or offer employment to any person who, during the six (6) months immediately preceding
the date of such solicitation or offer, is or was an officer or employee of the Company or any of
its affiliates.
Section 4. Covenant Not to Compete. As a condition of employment and in consideration
of the terms of the Employment Agreement pursuant to which this is being executed, Executive
acknowledges and agrees to the following:
Executive acknowledges that he is intimately involved in the management of the Company, its
expansion, and its acquisition or creation of the affiliated companies, as set forth in Exhibit A.
Executive acknowledges and agrees that the business of the Company is providing engineering,
construction, procurement, maintenance, Environmental1, and pipe fabrication services,
as more fully set forth on the Company’s Form 10-K dated October 31, 2006.
Based on Executive’s high level in management of the Company and based on the knowledge,
information, and experience that the Executive has gained and will gain through his management
position in the Company and Executive’s ability to build a competing company engaging in some or
all of the services provided by the Company, Executive acknowledges that
| 1 | Environmental is defined herein as the delivery of environmental restoration, regulatory compliance, facilities management, emergency response, and design and construction services, environmental consulting, engineering and construction services to private-sector and state and local government customers. These services include complete life cycle management, construction management, Operation and Maintenance (O&M) services, and environmental services including emergency response and high hazard and toxic waste cleanups and on-site remedial activities site selection, permitting, design, build, operation, decontamination, demolition, remediation and redevelopment, identification of contaminants in soil, air and water and the subsequent design and execution of remedial solutions, project and facilities management and other related services for non-environmental construction, watershed restoration, emergency response services and outsourcing of privatization markets. Infrastructure services provide program management, operations and maintenance solutions to support and enhance domestic and global land, water and air transportation systems, and commercial port and marine facilities. |
- Page 2 of 7 -
the scope of this Agreement should be broad, both geographically and in the scope of conduct
prohibited.
Executive acknowledges that the Company now conducts business and provides services throughout
the United States to federal agencies, federally-owned facilities or federally-controlled political
subdivisions, state and local governments and political subdivisions, and domestic and non-domestic
commercial customers. Executive acknowledges that as of the date of this Agreement, the Company
delivers services through a network of over 180 locations, including approximately 22 international
locations and approximately 22 fabrication and manufacturing facilities. Executive acknowledges
and agrees that at the time of signing this agreement, the Company conducts business in the
geographic territory (the “Restricted Area”) set forth in Exhibit B. Executive agrees that the
Company may periodically revise the Restricted Area to reflect any changes in the geographic
territory in which the Company is conducting business. Executive agrees that as consideration for
his Employment Agreement, he agrees to sign addenda to this agreement which update the Restricted
Area to reflect geographic territories in which the Company conducts its business. Executive
agrees that the Company may periodically revise the description of the business of the Company to
reflect changes in the Company’s business. Executive also agrees that as consideration for his
Employment Agreement, he agrees to sign addenda to this agreement which update the description of
the business of the Company to coincide with the description of the business of the Company as set
forth in the Company’s current Form 10-K.
Executive agrees that at all times during Executive’s employment with the Company and for two
(2) years after termination of Executive’s employment with the Company, Executive shall not,
directly or indirectly, whether personally or through agents, associates, or co-workers, whether
individually or in connection with any corporation, partnership, or other business entity, and
whether as an employee, owner, partner, financier, joint venturer, shareholder, officer, manager,
agent, independent contractor, consultant, or otherwise, establish, carry on, or engage in a
business similar to that of the Company or any of its affiliates, in the Restricted Area, as
defined in Exhibit B, attached. This prohibition includes, without limitation, that Executive will
not perform the following in the Restricted Area:
(a) Solicit or provide, directly or indirectly, engineering, construction, procurement,
maintenance, Environmental, and pipe fabrication services, or any of these, to any persons or
entities who are or were customers of the Company or any of its affiliates at any time prior to
Executive’s separation from employment;
- Page 3 of 7 -
(b) Establish, own, become employed with, consult on business matters with, or participate in
any way in a business engaged in engineering, construction, procurement maintenance, Environmental,
and pipe fabrication services, or any of these, except to the extent that the Company or any of its
affiliates do not provide the same type of services as such business provides; and
(c) Provide consulting services for, invest in, become employed by, or otherwise become
associated from a business perspective with competitors of the Company or any of its affiliates,
including but not limited to Xxxxxx Engineering Group Inc., Fluor Corporation, URS Corporation,
Halliburton, Xxxxxx Industries Group, L.L.C., Xxxxxxx Group, Inc., and Washington Group
International, Inc., or any of their respective subsidiaries, affiliates, or successors, in pursuit
of work from federal, state, local, or private sources.
This prohibition does not prohibit Executive from engaging in a business solely within an area or
areas not contained in the Restricted Area, so long as that business does not provide in the
Restricted Area the same or similar services or conduct the same or similar business as the Company
or its affiliates.
Executive acknowledges that the business of the Company is extremely competitive in nature,
that the remedy at law for any breach of this covenant will be inadequate, and that in the event of
a breach the Company shall be entitled to injunctive relief and specific performance, as well as
any and all other remedies at law or in equity to which the Company is entitled. Executive
acknowledges that the provisions contained in this Section are reasonable and valid in all respects
and are a reasonable and necessary protection of the legitimate interests of the Company and that
any violation of these provisions would cause substantial injury to the Company.
Section 5. Miscellaneous Provisions.
(a) Employment Rights. This Agreement shall not be deemed to confer upon Executive
any right to continue in the employ of the Company for any period or any right to continue
employment at Executive’s present or any other rate of compensation.
(b) Amendment. This Agreement may only be amended or modified in a writing executed
by both the Company and Executive. No oral waivers or extensions shall be binding on the parties.
- Page 4 of 7 -
(c) Waiver. No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement,
except by written instrument signed by the party charged with such waiver or estoppel. No such
written waiver shall be deemed a continuing waiver unless specifically stated therein, and each
such waiver shall operate only as to the specific term or condition waived and shall not constitute
a waiver of such term of condition for the future or as to any other act other than that
specifically waived.
(d) Injunctive Relief and Arbitration. Executive and the Company each acknowledge
that the provisions of Sections 1, 3, and 4 are reasonable and necessary, that the damages that
would be suffered as a result of a breach or threatened breach by Executive of Sections 1, 3, and 4
may not be calculable, and that the award of a money judgment to the Company for such a breach or
threatened breach thereof by Executive would be an inadequate remedy. Consequently, Executive
expressly consents and agrees that the Company may, in addition to any other available remedies
that the Company may be entitled in law or in equity, enforce the provisions of Sections 1, 3,
and/or 4 by injunctive or other equitable relief, including a temporary and/or permanent injunction
(without proving a breach thereof), to prevent unfair competition, the use and/or unauthorized
disclosure of trade secrets or confidential information, and/or the unauthorized solicitation of
the Company’s officers, employees, and customers. The Company shall not be obligated to post bond
or other security in seeking such relief.
(e) Arbitration. The Executive and the Company agree that any dispute regarding the
covenants herein and/or the validity of this Agreement and its addenda, if any, shall be resolved
through arbitration. Given the recitals set forth in Section 4 above, the Executive and the Company
hereby expressly acknowledge that Executive’s position in the Company, and the Company’s business,
have a substantial impact on interstate commerce; and further, that Executive’s development and
involvement with the Company, and the Company’s business, have a national and international
territorial scope commercially. Thus, any arbitration-related matter or arbitration proceeding of
a dispute regarding the covenants herein and/or the validity of this Agreement and its addenda,
shall be governed, heard and decided under the provisions and the authority of the Federal
Arbitration Act, 9 U.S.C.A. § 1 et seq., and shall be submitted for arbitration to the office of
the American Arbitration Association in New Orleans, Louisiana on demand of either party.
Such arbitration proceedings shall be conducted in New Orleans, Louisiana and shall be
conducted in accordance with the then-current Employment Arbitration Rules and Mediation Procedures
of the American Arbitration Association, with the exception that the Executive expressly waives the
right to request interim measures or injunctive relief from a judicial authority. Executive
acknowledges that the Company alone retains the right to seek injunctive relief from a judicial
authority based on the nature of this Agreement and in furtherance of the terms of Section 5(d)
above. Each party shall have the right to be represented by counsel or other designated
representatives. The arbitrator shall have the right to award or include in his or her award any
relief that he or she deems proper under the circumstances, including, without limitation, all
types of relief that could be awarded by a court of law, such as money damages, (with interest on
unpaid amounts from date due), specific performance, and injunctive relief. The
- Page 5 of 7 -
arbitrator shall issue a written opinion explaining the reasons for his or her decision and award.
The award and decision of the arbitrator shall be conclusive and binding upon both parties and
judgment upon the award may be entered in any court of competent jurisdiction. The parties
acknowledge and agree that any arbitration award may be enforced against either or both of them in
a court of competent jurisdiction and each waives any right to contest the validity or
enforceability of such award. The parties further agree to be bound by the provisions of any
statute of limitations that would be otherwise applicable to the controversy, dispute, or claim
that is the subject of any arbitration proceeding initiated hereunder. Without limiting the
foregoing, the parties shall be entitled in any such arbitration proceeding to the entry of an
order by a court of competent jurisdiction pursuant to an opinion of the arbitrator for specific
performance of any of the requirements of this Agreement. This provision shall survive and
continue in full force and effect subsequent to and notwithstanding expiration or termination of
this Agreement. The provisions of this Paragraph 4(e) will survive the termination of this
Agreement for any reason. The Executive agrees to pay arbitration fees in an amount not to exceed
the amount required to file a lawsuit in a court of law. The Company agrees to pay the remaining
amount of arbitration fees. Executive and the Company acknowledge and agree that any and all rights
they may have to resolve their claims by a jury trial are hereby expressly waived. The provisions
of this Paragraph 4(e) do not preclude Executive from filing a complaint with any federal, state,
or other governmental administrative agency, if at all applicable. This provision supersedes any
conflicting provision contained in any Employment Agreement or other agreement between the
Executive and the Company.
(f) Governing Law. This Agreement, and the rights and obligations of the parties
hereto, shall be governed by and construed in accordance with the laws of the State of Louisiana.
This provision supersedes any conflicting provision contained in any Employment Agreement or other
agreement between the Executive and the Company.
(g) Assignment. This Agreement may not be assigned by Executive, but may be assigned
by the Company to any successor to its business and will inure to the benefit and be binding upon
any such successor. This Agreement shall be binding upon the parties hereto, together with their
respective executors, administrators, personal representatives, and heirs, and, in the case of the
Company, permitted successors and assigns.
(h) Severability. Each provision of this Agreement is intended to be severable. If
any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity or legality of the remainder of this
Agreement.
(i) Reformation. It is the intention of the parties that if any court or arbitrator(s)
shall determine that any provision of this Agreement, including the scope, duration, or
- Page 6 of 7 -
geographical limit of any provision, is unenforceable, the provision in question and this
Agreement shall not be invalidated but shall be deemed reformed or amended only to the extent
necessary to render the provision and Agreement valid and enforceable.
(j) Headings. The headings contained in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this Agreement.
(k) Consent. Executive acknowledges that he has reviewed the provisions of this
Agreement carefully and has been given an opportunity to ask questions of the Xxxx Group. He
acknowledges that he has had ample opportunity to consult with an attorney of his choice (at his
expense) prior to signing this Agreement and that he knowingly consents to the terms
herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this ___day of
, 2007.
COMPANY: EXECUTIVE: |
||||
The Xxxx Group Inc. and |
||||
its affiliates listed on Exhibit A: |
||||
| Xxxxx X. Xxxxxxxx, Xx. | ||||
By: Xxxx X. Xxxxxxx |
||||
- Page 7 of 7 -
EXHIBIT B
RESTRICTED AREA
ALASKA
Aleutians East
Aleutians West
Anchorage
Bethel
Bristol Bay
Denali
Dillingham
Xxxxxxxxx North Star
Haines
Juneau
Kenai Peninsula
Ketchikan Gateway
Kodiak Island
Lake and Peninsula
Matanuska-Susitna
Nome
North Slope
Northwest Arctic
Prince of Wales-Outer Ketchikan
Sitka
Skagway-Hoonah-Angoon
Southeast Fairbanks
Xxxxxx-Xxxxxxx
Xxxx Xxxxxxx
Wrangell-Petersburg
Yakutat
Yukon-Koyukuk
ALABAMA
Autauga
Xxxxxxx
Xxxxxxx
Xxxx
Xxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxxx
Cherokee
Xxxxxxx
Choctaw
Xxxxxx
Xxxx
Cleburne
Coffee
Colbert
Conecuh
Coosa
Xxxxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxx
Xxxxxx
Xx Xxxx
Xxxxxx
Escambia
Etowah
Xxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Xxxx
Xxxxx
Houston
Xxxxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxxx
Xxxxxxxx
Xxx
Limestone
Lowndes
Macon
Madison
Marengo
Xxxxxx
Xxxxxxxx
Mobile
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxx
Xxxxxxx
Xxxx
Xxxxxxxx
Xxxxxxx
St. Clair
Xxxxxx
Xxxxxx
Talladega
Tallapoosa
Tuscaloosa
Walker
Washington
Xxxxxx
Xxxxxxx
ARIZONA
Apache
Cochise
Coconino
Gila
Xxxxxx
Xxxxxxxx
Xx Xxx
Maricopa
Mohave
Navajo
Pima
Pinal
Santa Xxxx
Yavapai
Yuma
- 2 -
ARKANSAS
Arkansas
Xxxxxx
Xxxxxx
Xxxxxx
Xxxxx
Xxxxxxx
Xxxxxxx
Xxxxxxx
Chicot
Xxxxx
Xxxx
Cleburne
Cleveland
Columbia
Xxxxxx
Xxxxxxxxx
Xxxxxxxx
Xxxxxxxxxx
Cross
Xxxxxx
Xxxxx
Xxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxx
Hempstead
Hot Spring
Xxxxxx
Independence
Izard
Xxxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxxxx
Xxx
Lincoln
Little River
Xxxxx
Lonoke
Madison
Xxxxxx
Xxxxxx
Mississippi
Xxxxxx
Xxxxxxxxxx
Nevada
Xxxxxx
Ouachita
Xxxxx
Xxxxxxxx
Pike
Poinsett
Polk
Xxxx
Prairie
Xxxxxxx
Xxxxxxxx
St. Xxxxxxx
Saline
Xxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxx
Xxxxx
Xxxxx
Union
Van Buren
Washington
White
Xxxxxxxx
Yell
CALIFORNIA
Alameda
Alpine
Xxxxxx
Butte
Calaveras
Colusa
Contra Costa
Del Norte
El Dorado
Fresno
Xxxxx
Humboldt
Imperial
Inyo
Xxxx
Kings
Lake
Lassen
Los Angeles
Madera
Marin
Mariposa
Mendocino
Merced
Modoc
Mono
Monterey
Napa
Nevada
Orange
Placer
Plumas
Riverside
Sacramento
San Xxxxxx
San Bernardino
San Diego
San Francisco
San Xxxxxxx
San Xxxx Obispo
San Mateo
Santa Xxxxxxx
Santa Xxxxx
Santa Xxxx
Xxxxxx
Sierra
Siskiyou
Xxxxxx
Sonoma
Xxxxxxxxxx
Xxxxxx
- 4 -
Tehama
Trinity
Tulare
Tuolumne
Ventura
Yolo
Yuba
COLORADO
Xxxxx
Alamosa
Arapahoe
Xxxxxxxxx
Xxxx
Bent
Boulder
Broomfield
Xxxxxxx
Xxxxxxxx
Clear Creek
Conejos
Xxxxxxxx
Xxxxxxx
Xxxxxx
Delta
Denver
Xxxxxxx
Xxxxxxx
Eagle
Xxxxxx
El Paso
Fremont
Xxxxxxxx
Xxxxxx
Grand
Gunnison
Hinsdale
Huerfano
Xxxxxxx
Xxxxxxxxx
Kiowa
Kit Carson
Lake
La Plata
Larimer
Las Animas
Lincoln
Logan
Mesa
Mineral
Moffat
Montezuma
Montrose
Xxxxxx
Xxxxx
Ouray
Park
Xxxxxxxx
Pitkin
Prowers
Pueblo
Rio Xxxxxx
Rio Grande
Routt
Saguache
San Xxxx
- 5 -
San Xxxxxx
Xxxxxxxx
Summit
Teller
Washington
Weld
Yuma
CONNECTICUT
Fairfield
Hartford
Litchfield
Middlesex
New Haven
New London
Tolland
Xxxxxxx
DISTRICT OF COLUMBIA
District of Columbia
DELAWARE
Kent
New Castle
Sussex
FLORIDA
Alachua
Xxxxx
Bay
- 6 -
Xxxxxxxx
Xxxxxxx
Broward
Xxxxxxx
Xxxxxxxxx
Citrus
Xxxx
Xxxxxxx
Columbia
De Xxxx
Xxxxx
Xxxxx
Escambia
Flagler
Xxxxxxxx
Xxxxxxx
Xxxxxxxxx
Glades
Gulf
Xxxxxxxx
Xxxxxx
Xxxxxx
Xxxxxxxx
Highlands
Hillsborough
Xxxxxx
Indian River
Xxxxxxx
Xxxxxxxxx
Lafayette
Lake
Lee
Xxxx
Xxxx
Liberty
Madison
Manatee
Xxxxxx
Xxxxxx
Miami-Dade
Monroe
Nassau
Okaloosa
Okeechobee
Orange
Osceola
Palm Beach
Pasco
Pinellas
Polk
Xxxxxx
St. Xxxxx
St. Lucie
Santa Xxxx
Sarasota
Seminole
Sumter
Suwannee
Xxxxxx
Union
Volusia
Wakulla
Xxxxxx
Xxxxxxxxxx
GEORGIA
- 7 -
Appling
Xxxxxxxx
Xxxxx
Xxxxx
Xxxxxxx
Banks
Xxxxxx
Xxxxxx
Xxx Xxxx
Berrien
Xxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxx
Xxxxxxx
Xxxxx
Xxxxx
Xxxxxxx
Camden
Xxxxxxx
Xxxxxxx
Catoosa
Xxxxxxxx
Xxxxxxx
Chattahoochee
Chattooga
Cherokee
Xxxxxx
Xxxx
Xxxxxxx
Xxxxxx
Xxxx
Coffee
Xxxxxxxx
Columbia
Xxxx
Coweta
Crawford
Crisp
Dade
Xxxxxx
Decatur
De Xxxx
Dodge
Dooly
Xxxxxxxxx
Xxxxxxx
Early
Xxxxxx
Effingham
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Xxxxxxxx
Xxxxx
Xxxxxx
Xxxxx
Xxxxxx
Gwinnett
Habersham
Hall
Xxxxxxx
Xxxxxxxx
Xxxxxx
- 8 -
Xxxx
Heard
Xxxxx
Xxxxxxx
Xxxxx
Xxxxxxx
Jasper
Xxxx Xxxxx
Jefferson
Xxxxxxx
Xxxxxxx
Xxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxx
Liberty
Lincoln
Long
Lowndes
Xxxxxxx
XxXxxxxx
XxXxxxxx
Xxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxx
Muscogee
Xxxxxx
Oconee
Oglethorpe
Paulding
Peach
Xxxxxxx
Xxxxxx
Xxxx
Xxxx
Pulaski
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxxxx
Xxxxxxxx
Rockdale
Xxxxxx
Xxxxxxx
Seminole
Spalding
Xxxxxxxx
Xxxxxxx
Sumter
Talbot
Xxxxxxxxxx
Tattnall
Xxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxx
Xxxx
Xxxxxx
Towns
Treutlen
Xxxxx
Xxxxxx
Xxxxxx
Union
Xxxxx
Xxxxxx
Xxxxxx
- 9 -
Xxxx
Xxxxxx
Washington
Xxxxx
Xxxxxxx
Xxxxxxx
White
Xxxxxxxxx
Xxxxxx
Xxxxxx
Xxxxxxxxx
Worth
HAWAII
Hawaii
Honolulu
Kalawao
Kauai
Maui
IOWA
Xxxxx
Xxxxx
Allamakee
Appanoose
Audubon
Benton
Black Hawk
Xxxxx
Xxxxxx
Xxxxxxxx
Buena Vista
Xxxxxx
Xxxxxxx
Xxxxxxx
Xxxx
Cedar
Cerro Gordo
Cherokee
Chickasaw
Xxxxxx
Xxxx
Xxxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxx
Decatur
Delaware
Des Moines
Xxxxxxxxx
Xxxxxxx
Xxxxx
Fayette
- 10 -
Xxxxx
Xxxxxxxx
Fremont
Xxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxx
Xxxxxx
Humboldt
Xxx
Iowa
Xxxxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxx
Keokuk
Kossuth
Xxx
Xxxx
Xxxxxx
Xxxxx
Xxxx
Madison
Mahaska
Xxxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
Monona
Xxxxxx
Xxxxxxxxxx
Muscatine
O’Brien
Osceola
Page
Palo Alto
Plymouth
Pocahontas
Polk
Pottawattamie
Poweshiek
Ringgold
Sac
Xxxxx
Xxxxxx
Sioux
Story
Xxxx
Xxxxxx
Union
Van Buren
Wapello
Xxxxxx
Xxxxxxxxxx
Xxxxx
Xxxxxxx
Winnebago
Winneshiek
Woodbury
Worth
Xxxxxx
IDAHO
- 11 -
Xxx
Xxxxx
Bannock
Bear Lake
Benewah
Xxxxxxx
Xxxxxx
Boise
Xxxxxx
Bonneville
Boundary
Butte
Camas
Canyon
Caribou
Xxxxxx
Xxxxx
Clearwater
Xxxxxx
Xxxxxx
Xxxxxxxx
Xxxxxxx
Gem
Xxxxxxx
Idaho
Xxxxxxxxx
Xxxxxx
Kootenai
Latah
Lemhi
Xxxxx
Xxxxxxx
Madison
Minidoka
Nez Perce
Oneida
Owyhee
Payette
Power
Shoshone
Teton
Twin Falls
Valley
Washington
ILLINOIS
Xxxxx
Xxxxxxxxx
Bond
Xxxxx
Xxxxx
Bureau
Xxxxxxx
Xxxxxxx
Cass
Champaign
Xxxxxxxxx
Xxxxx
Xxxx
Xxxxxxx
Xxxxx
- 12 -
Cook
Crawford
Cumberland
DeKalb
De Xxxx
Xxxxxxx
DuPage
Xxxxx
Xxxxxxx
Effingham
Fayette
Ford
Xxxxxxxx
Xxxxxx
Gallatin
Xxxxxx
Grundy
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxxx
Xxxxx
Iroquois
Xxxxxxx
Xxxxxx
Xxxxxxxxx
Jersey
Xx Xxxxxxx
Xxxxxxx
Xxxx
Kankakee
Xxxxxxx
Xxxx
Lake
La Salle
Xxxxxxxx
Xxx
Xxxxxxxxxx
Xxxxx
XxXxxxxxx
XxXxxxx
XxXxxx
Xxxxx
Macoupin
Madison
Xxxxxx
Xxxxxxxx
Xxxxx
Massac
Menard
Xxxxxx
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxxxx
Xxxx
Peoria
Xxxxx
Xxxxx
Pike
Xxxx
Pulaski
Xxxxxx
Xxxxxxxx
Richland
Rock Island
St. Clair
Saline
Sangamon
Xxxxxxxx
Xxxxx
Xxxxxx
Xxxxx
Xxxxxxxxxx
Tazewell
- 13 -
Union
Vermilion
Wabash
Xxxxxx
Xxxxxxxxxx
Xxxxx
Xxxxx
Xxxxxxxxx
Will
Xxxxxxxxxx
Winnebago
Woodford
INDIANA
Xxxxx
Xxxxx
Xxxxxxxxxxx
Xxxxxx
Xxxxxxxxx
Xxxxx
Xxxxx
Xxxxxxx
Xxxx
Xxxxx
Xxxx
Xxxxxxx
Xxxxxxxx
Daviess
Dearborn
Decatur
De Xxxx
Delaware
Xxxxxx
Elkhart
Fayette
Xxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Xxxxx
Xxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxxxxx
Xxxxx
Xxxxxx
Huntington
Xxxxxxx
Xxxxxx
Xxx
Xxxxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxx
Kosciusko
Lagrange
Lake
La Porte
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxxx
- 14 -
Miami
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxx
Xxxxx
Ohio
Orange
Xxxx
Xxxxx
Xxxxx
Xxxx
Xxxxxx
Xxxxx
Pulaski
Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxx
St. Xxxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
Steuben
Xxxxxxxx
Switzerland
Tippecanoe
Xxxxxx
Union
Vanderburgh
Xxxxxxxxxx
Vigo
Wabash
Xxxxxx
Xxxxxxx
Washington
Xxxxx
Xxxxx
White
Xxxxxxx
KANSAS
Xxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Bourbon
Xxxxx
Xxxxxx
Xxxxx
Chautauqua
Cherokee
Xxxxxxxx
Xxxxx
Clay
Cloud
Xxxxxx
Comanche
Xxxxxx
Xxxxxxxx
Decatur
Xxxxxxxxx
- 15 -
Doniphan
Xxxxxxx
Xxxxxxx
Elk
Xxxxx
Xxxxxxxxx
Xxxxxx
Ford
Xxxxxxxx
Xxxxx
Xxxx
Xxxxxx
Xxxxx
Xxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxx
Xxxxxxx
Kearny
Kingman
Kiowa
Labette
Lane
Leavenworth
Lincoln
Linn
Xxxxx
Xxxx
XxXxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxx
Miami
Xxxxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxx
Nemaha
Neosho
Ness
Norton
Osage
Xxxxxxx
Ottawa
Pawnee
Xxxxxxxx
Pottawatomie
Xxxxx
Xxxxxxx
Xxxx
Republic
Rice
Xxxxx
Xxxxx
Xxxx
Xxxxxxx
Saline
Xxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxx
- 16 -
Xxxxxx
Xxxxx
Wabaunsee
Xxxxxxx
Xxxxxxxxxx
Wichita
Xxxxxx
Xxxxxxx
Wyandotte
KENTUCKY
Xxxxx
Xxxxx
Xxxxxxxx
Xxxxxxx
Barren
Bath
Bell
Boone
Bourbon
Xxxx
Xxxxx
Xxxxxxx
Breathitt
Breckinridge
Bullitt
Xxxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxx
Xxxxxxxxx
Xxxxx
Xxxx
Xxxxxxx
Xxxxxxxxxx
Cumberland
Daviess
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxx
Xxxxx
Xxxxxxxx
Xxxxxx
Gallatin
Xxxxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxxx
Xxxxxxx
Xxxxxx
Xxxxxx
Xxxxxxxx
Xxxx
Xxxxxxxxx
Xxxxx
Xxxxxxx
Xxxxxxx
- 17 -
Xxxxxxx
Xxxxxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxx
Xxxx
Xxxxx
Xxxxxx
Xxxxxxxx
Xxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxxx
Xxxxxxxxxx
Xxxxx
Xxxx
XxXxxxxxx
XxXxxxxx
XxXxxx
Madison
Magoffin
Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxxx
Xxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxxxx
Ohio
Xxxxxx
Xxxx
Xxxxxx
Xxxxxxxxx
Xxxxx
Xxxx
Xxxxxx
Pulaski
Xxxxxxxxx
Xxxxxxxxxx
Xxxxx
Xxxxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxx
Xxxx
Xxxxx
Xxxxxxx
Union
Xxxxxx
Xxxxxxxxxx
Xxxxx
Xxxxxxx
Xxxxxxx
Xxxxx
Xxxxxxxx
- 18 -
Acadia
Xxxxx
Ascension
Assumption
Avoyelles
Xxxxxxxxxx
Bienville
Bossier
Caddo
Calcasieu
Xxxxxxxx
Xxxxxxx
Catahoula
Claiborne
Concordia
De Xxxx
East Baton Rouge
East Xxxxxxx
East Xxxxxxxxx
Xxxxxxxxxx
Xxxxxxxx
Xxxxx
Iberia
Iberville
Xxxxxxx
Xxxxxxxxx
Xxxxxxxxx Xxxxx
Lafayette
Lafourche
La Salle
Lincoln
Xxxxxxxxxx
Madison
Xxxxxxxxx
Natchitoches
Orleans
Ouachita
Plaquemines
Pointe Coupee
Rapides
Red River
Richland
Sabine
St. Xxxxxxx
St. Xxxxxxx
St. Xxxxxx
St. Xxxxx
St. Xxxx the Baptist
St. Xxxxxx
St. Xxxxxx
St. Xxxx
St. Tammany
Tangipahoa
Tensas
Terrebonne
Union
Vermilion
Xxxxxx
Xxxxxxxxxx
Webster
West Baton Rouge
West Xxxxxxx
Xxxx Xxxxxxxxx
Xxxx
- 00 -
XXXXXXXXXXXXX
Xxxxxxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxx
Xxxxx
Franklin
Hampden
Hampshire
Middlesex
Nantucket
Norfolk
Plymouth
Suffolk
Worcester
MARYLAND
Allegany
Xxxx Arundel
Baltimore
Xxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxx
Xxxxxxx
Dorchester
Xxxxxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxx
Xxxx
Xxxxxxxxxx
Prince George’s
Queen Anne’s
St. Mary’s
Somerset
Talbot
Washington
Wicomico
Worcester
Baltimore City
MAINE
Androscoggin
Aroostook
Cumberland
Xxxxxxxx
Xxxxxxx
Kennebec
- 20 -
Xxxx
Lincoln
Oxford
Penobscot
Piscataquis
Sagadahoc
Somerset
Xxxxx
Xxxxxxxxxx
York
MICHIGAN
Alcona
Xxxxx
Allegan
Alpena
Antrim
Arenac
Xxxxxx
Xxxxx
Bay
Xxxxxx
Berrien
Branch
Xxxxxxx
Xxxx
Charlevoix
Cheboygan
Chippewa
Xxxxx
Xxxxxxx
Xxxxxxxx
Delta
Xxxxxxxxx
Xxxxx
Xxxxx
Genesee
Gladwin
Gogebic
Grand Traverse
Gratiot
Hillsdale
Houghton
Huron
Xxxxxx
Xxxxx
Iosco
Iron
Xxxxxxxx
Xxxxxxx
Kalamazoo
Kalkaska
Kent
Keweenaw
Lake
Lapeer
Leelanau
Lenawee
Xxxxxxxxxx
Xxxx
Mackinac
Macomb
Manistee
- 21 -
Xxxxxxxxx
Xxxxx
Mecosta
Menominee
Midland
Missaukee
Monroe
Montcalm
Montmorency
Muskegon
Newaygo
Oakland
Oceana
Ogemaw
Ontonagon
Osceola
Oscoda
Otsego
Ottawa
Presque Isle
Roscommon
Saginaw
St. Clair
St. Xxxxxx
Sanilac
Xxxxxxxxxxx
Shiawassee
Tuscola
Van Buren
Washtenaw
Xxxxx
Wexford
MINNESOTA
Aitkin
Anoka
Xxxxxx
Xxxxxxxx
Xxxxxx
Big Xxxxx
Blue Earth
Xxxxx
Xxxxxxx
Xxxxxx
Xxxx
Chippewa
Chisago
Clay
Clearwater
Xxxx
Cottonwood
Crow Wing
Dakota
Xxxxx
Xxxxxxx
Faribault
Fillmore
Xxxxxxxx
Xxxxxxx
Xxxxx
Hennepin
Houston
Xxxxxxx
Isanti
- 22 -
Itasca
Xxxxxxx
Kanabec
Kandiyohi
Kittson
Koochiching
Lac qui Parle
Lake
Lake of the Xxxxx
Le Sueur
Lincoln
Lyon
XxXxxx
Mahnomen
Xxxxxxxx
Xxxxxx
Xxxxxx
Mille Lacs
Xxxxxxxx
Xxxxx
Xxxxxx
Nicollet
Xxxxxx
Xxxxxx
Xxxxxxx
Otter Tail
Xxxxxxxxxx
Pine
Pipestone
Polk
Xxxx
Xxxxxx
Red Lake
Redwood
Renville
Rice
Rock
Roseau
St. Xxxxx
Xxxxx
Xxxxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxx
Traverse
Wabasha
Wadena
Waseca
Washington
Watonwan
Xxxxxx
Xxxxxx
Xxxxxx
Yellow Medicine
MISSOURI
Xxxxx
Xxxxxx
Xxxxxxxx
Audrain
Xxxxx
Xxxxxx
- 23 -
Xxxxx
Xxxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxxxxx
Camden
Cape Girardeau
Xxxxxxx
Xxxxxx
Cass
Cedar
Chariton
Xxxxxxxxx
Xxxxx
Xxxx
Xxxxxxx
Xxxx
Xxxxxx
Xxxxxxxx
Dade
Dallas
Daviess
De Xxxx
Xxxx
Xxxxxxx
Xxxxxxx
Xxxxxxxx
Gasconade
Xxxxxx
Xxxxxx
Grundy
Xxxxxxxx
Xxxxx
Hickory
Xxxx
Xxxxxx
Xxxxxx
Iron
Xxxxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxx
Laclede
Lafayette
Xxxxxxxx
Xxxxx
Lincoln
Xxxx
Xxxxxxxxxx
XxXxxxxx
Xxxxx
Madison
Maries
Xxxxxx
Xxxxxx
Xxxxxx
Mississippi
Moniteau
Xxxxxx
Xxxxxxxxxx
Xxxxxx
New Madrid
Xxxxxx
Nodaway
Oregon
Osage
Ozark
Pemiscot
Xxxxx
Xxxxxx
Xxxxxx
- 24 -
Pike
Platte
Polk
Pulaski
Xxxxxx
Xxxxx
Xxxxxxxx
Xxx
Xxxxxxxx
Xxxxxx
St. Xxxxxxx
St. Clair
Ste. Xxxxxxxxx
St. Francois
St. Louis
Saline
Xxxxxxxx
Scotland
Xxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
Xxxxx
Texas
Xxxxxx
Xxxxxx
Washington
Xxxxx
Xxxxxxx
Worth
Xxxxxx
St. Louis City
MISSISSIPPI
Xxxxx
Xxxxxx
Amite
Attala
Xxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxxx
Chickasaw
Choctaw
Claiborne
Xxxxxx
Xxxx
Coahoma
Copiah
Xxxxxxxxx
DeSoto
Xxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Grenada
Xxxxxxx
Xxxxxxxx
Xxxxx
Xxxxxx
Xxxxxxxxx
- 00 -
Xxxxxxxxx
Xxxxxxxx
Jackson
Xxxxxx
Xxxxxxxxx
Xxxxxxxxx Xxxxx
Xxxxx
Xxxxxx
Lafayette
Xxxxx
Xxxxxxxxxx
Xxxxxxxx
Xxxxx
Xxx
Xxxxxxx
Lincoln
Lowndes
Madison
Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxxxxx
Neshoba
Xxxxxx
Noxubee
Oktibbeha
Panola
Pearl River
Xxxxx
Xxxx
Pontotoc
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxx
Xxxxxxx
Xxxxxxx
Xxxxx
Xxxxx
Sunflower
Tallahatchie
Xxxx
Tippah
Tishomingo
Tunica
Union
Xxxxxxxx
Xxxxxx
Washington
Xxxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxxx
Yalobusha
Yazoo
MONTANA
Beaverhead
Big Horn
Xxxxxx
Xxxxxxxxxx
Carbon
Xxxxxx
- 26 -
Cascade
Chouteau
Xxxxxx
Xxxxxxx
Xxxxxx
Deer Lodge
Fallon
Fergus
Flathead
Gallatin
Garfield
Glacier
Golden Valley
Granite
Hill
Xxxxxxxxx
Xxxxxx Basin
Lake
Lewis and Xxxxx
Liberty
Lincoln
XxXxxx
Madison
Xxxxxxx
Mineral
Missoula
Musselshell
Park
Petroleum
Xxxxxxxx
Pondera
Powder River
Xxxxxx
Prairie
Ravalli
Richland
Roosevelt
Rosebud
Xxxxxxx
Xxxxxxxx
Silver Bow
Stillwater
Sweet Grass
Teton
Toole
Treasure
Valley
Wheatland
Wibaux
Yellowstone
Yellowstone National Park
NORTH CAROLINA
Alamance
Alexander
Alleghany
Xxxxx
Xxxx
Xxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Brunswick
Buncombe
Xxxxx
- 27 -
Cabarrus
Xxxxxxxx
Camden
Carteret
Xxxxxxx
Catawba
Chatham
Cherokee
Chowan
Xxxx
Xxxxxxxxx
Columbus
Xxxxxx
Cumberland
Currituck
Dare
Xxxxxxxx
Xxxxx
Duplin
Durham
Edgecombe
Xxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxx
Guilford
Halifax
Harnett
Xxxxxxx
Xxxxxxxxx
Hertford
Xxxx
Xxxx
Iredell
Xxxxxxx
Xxxxxxxx
Xxxxx
Xxx
Xxxxxx
Lincoln
XxXxxxxx
Xxxxx
Xxxxxxx
Xxxxxx
Mecklenburg
Xxxxxxxx
Xxxxxxxxxx
Xxxxx
Xxxx
New Hanover
Northampton
Onslow
Orange
Pamlico
Pasquotank
Xxxxxx
Perquimans
Person
Pitt
Xxxx
Xxxxxxxx
Richmond
Xxxxxxx
Rockingham
Xxxxx
Xxxxxxxxxx
Xxxxxxx
Scotland
Xxxxxx
Xxxxxx
Surry
Xxxxx
- 28 -
Transylvania
Xxxxxxx
Union
Xxxxx
Wake
Xxxxxx
Xxxxxxxxxx
Watauga
Xxxxx
Xxxxxx
Xxxxxx
Yadkin
Xxxxxx
NORTH DAKOTA
Xxxxx
Xxxxxx
Xxxxxx
Xxxxxxxx
Bottineau
Xxxxxx
Xxxxx
Xxxxxxxx
Xxxx
Xxxxxxxx
Xxxxxx
Divide
Xxxx
Xxxx
Xxxxxx
Xxxxxx
Golden Valley
Grand Forks
Xxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxx
La Xxxxx
Xxxxx
XxXxxxx
XxXxxxxx
XxXxxxxx
XxXxxx
Xxxxxx
Xxxxxx
Mountrail
Xxxxxx
Xxxxxx
Pembina
Xxxxxx
Xxxxxx
Xxxxxx
Xxxxxxxx
Richland
Xxxxxxx
Xxxxxxx
Sheridan
Sioux
Slope
Xxxxx
Xxxxxx
Xxxxxxxx
Xxxxxx
- 29 -
Traill
Xxxxx
Xxxx
Xxxxx
Xxxxxxxx
NEBRASKA
Xxxxx
Antelope
Xxxxxx
Banner
Xxxxxx
Xxxxx
Box Butte
Xxxx
Xxxxx
Buffalo
Xxxx
Xxxxxx
Cass
Cedar
Chase
Cherry
Xxxxxxxx
Xxxx
Colfax
Cuming
Custer
Dakota
Xxxxx
Xxxxxx
Xxxxx
Xxxxx
Dodge
Xxxxxxx
Xxxxx
Xxxxxxxx
Xxxxxxxx
Frontier
Furnas
Gage
Garden
Xxxxxxxx
Xxxxxx
Xxxxx
Xxxxxxx
Xxxx
Xxxxxxxx
Xxxxxx
Xxxxx
Xxxxxxxxx
Xxxx
Xxxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxx
Xxxxx
Xxxx Xxxx
Xxxxxxx
Xxxx
Xxxxxxxxx
Xxxxxxx
Xxxxx
- 30 -
Loup
XxXxxxxxx
Madison
Xxxxxxx
Xxxxxxx
Xxxxx
Nemaha
Xxxxxxxx
Otoe
Pawnee
Xxxxxxx
Xxxxxx
Xxxxxx
Platte
Polk
Red Willow
Xxxxxxxxxx
Rock
Saline
Sarpy
Xxxxxxxx
Scotts Bluff
Xxxxxx
Xxxxxxxx
Xxxxxxx
Sioux
Xxxxxxx
Xxxxxx
Xxxxxx
Xxxxxxxx
Valley
Washington
Xxxxx
Xxxxxxx
Xxxxxxx
York
NEW HAMPSHIRE
Xxxxxxx
Xxxxxxx
Cheshire
Coos
Grafton
Hillsborough
Merrimack
Rockingham
Strafford
Xxxxxxxx
NEW JERSEY
Atlantic
Bergen
Burlington
- 31 -
Camden
Cape May
Cumberland
Essex
Gloucester
Xxxxxx
Hunterdon
Xxxxxx
Middlesex
Monmouth
Xxxxxx
Ocean
Passaic
Salem
Somerset
Sussex
Union
Xxxxxx
NEW MEXICO
Bernalillo
Xxxxxx
Xxxxxx
Cibola
Colfax
Xxxxx
De Xxxx
Xxxx Xxx
Xxxx
Xxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxx
Xxx
Lincoln
Los Alamos
Xxxx
XxXxxxxx
Xxxx
Xxxxx
Xxxx
Rio Arriba
Xxxxxxxxx
Xxxxxxxx
San Xxxx
San Xxxxxx
Santa Fe
Xxxxxx
Xxxxxxx
Taos
Torrance
Union
Valencia
- 32 -
NEVADA
Xxxxxxxxx
Xxxxx
Xxxxxxx
Xxxx
Xxxxxxxxx
Eureka
Humboldt
Lander
Lincoln
Lyon
Mineral
Xxx
Xxxxxxxx
Xxxxxx
Washoe
White Pine
Xxxxxx City
NEW YORK
Albany
Allegany
Bronx
Xxxxxx
Cattaraugus
Cayuga
Chautauqua
Chemung
Chenango
Clinton
Columbia
Cortland
Delaware
Dutchess
Erie
Essex
Xxxxxxxx
Xxxxxx
Genesee
Xxxxxx
Hamilton
Herkimer
Jefferson
Kings
Xxxxx
Xxxxxxxxxx
Madison
Monroe
Montgomery
Nassau
New York
Niagara
Oneida
Onondaga
Ontario
Orange
Orleans
Oswego
Otsego
Putnam
Queens
Rensselaer
Richmond
Rockland
St. Lawrence
- 33 -
Saratoga
Schenectady
Schoharie
Schuyler
Seneca
Steuben
Suffolk
Sullivan
Tioga
Tompkins
Ulster
Warren
Washington
Wayne
Westchester
Wyoming
Yates
OHIO
Adams
Allen
Ashland
Ashtabula
Athens
Auglaize
Belmont
Brown
Butler
Carroll
Champaign
Clark
Clermont
Clinton
Columbiana
Coshocton
Crawford
Cuyahoga
Darke
Defiance
Delaware
Erie
Fairfield
Fayette
Franklin
Fulton
Gallia
Geauga
Greene
Guernsey
Hamilton
Hancock
Hardin
Harrison
Henry
Highland
Hocking
Holmes
Huron
Jackson
Jefferson
Knox
- 34 -
Lake
Lawrence
Licking
Logan
Lorain
Lucas
Madison
Mahoning
Marion
Medina
Meigs
Mercer
Miami
Monroe
Montgomery
Morgan
Morrow
Muskingum
Noble
Ottawa
Paulding
Perry
Pickaway
Pike
Portage
Preble
Putnam
Richland
Ross
Sandusky
Scioto
Seneca
Shelby
Stark
Summit
Trumbull
Tuscarawas
Union
Van Wert
Vinton
Warren
Washington
Wayne
Williams
Wood
Wyandot
OKLAHOMA
Adair
Alfalfa
Atoka
Beaver
Beckham
Blaine
Bryan
Caddo
Canadian
Carter
Cherokee
Choctaw
Cimarron
Cleveland
Coal
- 35 -
Comanche
Cotton
Craig
Creek
Custer
Delaware
Dewey
Ellis
Garfield
Garvin
Grady
Grant
Greer
Harmon
Harper
Haskell
Hughes
Jackson
Jefferson
Johnston
Kay
Kingfisher
Kiowa
Latimer
Le Flore
Lincoln
Logan
Love
McClain
McCurtain
McIntosh
Major
Marshall
Mayes
Murray
Muskogee
Noble
Nowata
Okfuskee
Oklahoma
Okmulgee
Osage
Ottawa
Pawnee
Payne
Pittsburg
Pontotoc
Pottawatomie
Pushmataha
Roger Mills
Rogers
Seminole
Sequoyah
Stephens
Texas
Tillman
Tulsa
Wagoner
Washington
Washita
Woods
Woodward
- 36 -
OREGON
Baker
Benton
Clackamas
Clatsop
Columbia
Coos
Crook
Curry
Deschutes
Douglas
Gilliam
Grant
Harney
Hood River
Jackson
Jefferson
Josephine
Klamath
Lake
Lane
Lincoln
Linn
Malheur
Marion
Morrow
Multnomah
Polk
Sherman
Tillamook
Umatilla
Union
Wallowa
Wasco
Washington
Wheeler
Yamhill
PENNSYLVANIA
Adams
Allegheny
Armstrong
Beaver
Bedford
Berks
Blair
Bradford
Bucks
Butler
Cambria
Cameron
Carbon
Centre
Chester
Clarion
Clearfield
Clinton
Columbia
Crawford
Cumberland
Dauphin
Delaware
Elk
Erie
Fayette
Forest
- 37 -
Franklin
Fulton
Greene
Huntingdon
Indiana
Jefferson
Juniata
Lackawanna
Lancaster
Lawrence
Lebanon
Lehigh
Luzerne
Lycoming
McKean
Mercer
Mifflin
Monroe
Montgomery
Montour
Northampton
Northumberland
Perry
Philadelphia
Pike
Potter
Schuylkill
Snyder
Somerset
Sullivan
Susquehanna
Tioga
Union
Venango
Warren
Washington
Wayne
Westmoreland
Wyoming
York
RHODE ISLAND
Bristol
Kent
Newport
Providence
Washington
SOUTH CAROLINA
Abbeville
Aiken
Allendale
- 38 -
Anderson
Bamberg
Barnwell
Beaufort
Berkeley
Calhoun
Charleston
Cherokee
Chester
Chesterfield
Clarendon
Colleton
Darlington
Dillon
Dorchester
Edgefield
Fairfield
Florence
Georgetown
Greenville
Greenwood
Hampton
Horry
Jasper
Kershaw
Lancaster
Laurens
Lee
Lexington
McCormick
Marion
Marlboro
Newberry
Oconee
Orangeburg
Pickens
Richland
Saluda
Spartanburg
Sumter
Union
Williamsburg
York
SOUTH DAKOTA
Aurora
Beadle
Bennett
Bon Homme
Brookings
Brown
Brule
Buffalo
Butte
Campbell
Charles Mix
Clark
Clay
Codington
Corson
Custer
Davison
Day
- 39 -
Deuel
Dewey
Douglas
Edmunds
Fall River
Faulk
Grant
Gregory
Haakon
Hamlin
Hand
Hanson
Harding
Hughes
Hutchinson
Hyde
Jackson
Jerauld
Jones
Kingsbury
Lake
Lawrence
Lincoln
Lyman
McCook
McPherson
Marshall
Meade
Mellette
Miner
Minnehaha
Moody
Pennington
Perkins
Potter
Roberts
Sanborn
Shannon
Spink
Stanley
Sully
Todd
Tripp
Turner
Union
Walworth
Yankton
Ziebach
TENNESSEE
Anderson
Bedford
Benton
Bledsoe
Blount
Bradley
Campbell
Cannon
Carroll
Carter
Cheatham
Chester
Claiborne
Clay
Cocke
- 40 -
Coffee
Crockett
Cumberland
Davidson
Decatur
DeKalb
Dickson
Dyer
Fayette
Fentress
Franklin
Gibson
Giles
Grainger
Greene
Grundy
Hamblen
Hamilton
Hancock
Hardeman
Hardin
Hawkins
Haywood
Henderson
Henry
Hickman
Houston
Humphreys
Jackson
Jefferson
Johnson
Knox
Lake
Lauderdale
Lawrence
Lewis
Lincoln
Loudon
McMinn
McNairy
Macon
Madison
Marion
Marshall
Maury
Meigs
Monroe
Montgomery
Moore
Morgan
Obion
Overton
Perry
Pickett
Polk
Putnam
Rhea
Roane
Robertson
Rutherford
Scott
Sequatchie
Sevier
Shelby
Smith
Stewart
Sullivan
Sumner
Tipton
Trousdale
Unicoi
Union
Van Buren
Warren
Washington
- 41 -
Wayne
Weakley
White
Williamson
Wilson
TEXAS
Anderson
Andrews
Angelina
Aransas
Archer
Armstrong
Atascosa
Austin
Bailey
Bandera
Bastrop
Baylor
Bee
Bell
Bexar
Blanco
Borden
Bosque
Bowie
Brazoria
Brazos
Brewster
Briscoe
Brooks
Brown
Burleson
Burnet
Caldwell
Calhoun
Callahan
Cameron
Camp
Carson
Cass
Castro
Chambers
Cherokee
Childress
Clay
Cochran
Coke
Coleman
Collin
Collingsworth
Colorado
Comal
Comanche
Concho
Cooke
Coryell
Cottle
Crane
Crockett
Crosby
Culberson
Dallam
Dallas
- 42 -
Dawson
Deaf Smith
Delta
Denton
De Witt
Dickens
Dimmit
Donley
Duval
Eastland
Ector
Edwards
Ellis
El Paso
Erath
Falls
Fannin
Fayette
Fisher
Floyd
Foard
Fort Bend
Franklin
Freestone
Frio
Gaines
Galveston
Garza
Gillespie
Glasscock
Goliad
Gonzales
Gray
Grayson
Gregg
Grimes
Guadalupe
Hale
Hall
Hamilton
Hansford
Hardeman
Hardin
Harris
Harrison
Hartley
Haskell
Hays
Hemphill
Henderson
Hidalgo
Hill
Hockley
Hood
Hopkins
Houston
Howard
Hudspeth
Hunt
Hutchinson
Irion
Jack
Jackson
Jasper
Jeff Davis
Jefferson
Jim Hogg
Jim Wells
Johnson
Jones
Karnes
Kaufman
Kendall
Kenedy
Kent
- 43 -
Kerr
Kimble
King
Kinney
Kleberg
Knox
Lamar
Lamb
Lampasas
La Salle
Lavaca
Lee
Leon
Liberty
Limestone
Lipscomb
Live Oak
Llano
Loving
Lubbock
Lynn
McCulloch
McLennan
McMullen
Madison
Marion
Martin
Mason
Matagorda
Maverick
Medina
Menard
Midland
Milam
Mills
Mitchell
Montague
Montgomery
Moore
Morris
Motley
Nacogdoches
Navarro
Newton
Nolan
Nueces
Ochiltree
Oldham
Orange
Palo Pinto
Panola
Parker
Parmer
Pecos
Polk
Potter
Presidio
Rains
Randall
Reagan
Real
Red River
Reeves
Refugio
Roberts
Robertson
Rockwall
Runnels
Rusk
Sabine
San Augustine
San Jacinto
San Patricio
San Saba
Schleicher
- 44 - |
Scurry
Shackelford
Shelby
Sherman
Smith
Somervell
Starr
Stephens
Sterling
Stonewall
Sutton
Swisher
Tarrant
Taylor
Terrell
Terry
Throckmorton
Titus
Tom Green
Travis
Trinity
Tyler
Upshur
Upton
Uvalde
Val Verde
Van Zandt
Victoria
Walker
Waller
Ward
Washington
Webb
Wharton
Wheeler
Wichita
Wilbarger
Willacy
Williamson
Wilson
Winkler
Wise
Wood
Yoakum
Young
Zapata
Zavala
UTAH
Beaver
Box Elder
Cache
Carbon
Daggett
Davis
Duchesne
Emery
Garfield
Grand
Iron
Juab
Kane
Millard
Morgan
- 45 -
Piute
Rich
Salt Lake
San Juan
Sanpete
Sevier
Summit
Tooele
Uintah
Utah
Wasatch
Washington
Wayne
Weber
VERMONT
Addison
Bennington
Caledonia
Chittenden
Essex
Franklin
Grand Isle
Lamoille
Orange
Orleans
Rutland
Washington
Windham
Windsor
VIRGINIA
Accomack
Albemarle
Alleghany
Amelia
Amherst
Appomattox
Arlington
Augusta
Bath
Bedford
Bland
Botetourt
Brunswick
Buchanan
Buckingham
Campbell
Caroline
Carroll
Charles City
Charlotte
Chesterfield
Clarke
Craig
Culpeper
Cumberland
Dickenson
Dinwiddie
- 46 -
Essex
Fairfax
Fauquier
Floyd
Fluvanna
Franklin
Frederick
Giles
Gloucester
Goochland
Grayson
Greene
Greensville
Halifax
Hanover
Henrico
Henry
Highland
Isle of Wight
James City
King and Queen
King George
King William
Lancaster
Lee
Loudoun
Louisa
Lunenburg
Madison
Mathews
Mecklenburg
Middlesex
Montgomery
Nelson
New Kent
Northampton
Northumberland
Nottoway
Orange
Page
Patrick
Pittsylvania
Powhatan
Prince Edward
Prince George
Prince William
Pulaski
Rappahannock
Richmond
Roanoke
Rockbridge
Rockingham
Russell
Scott
Shenandoah
Smyth
Southampton
Spotsylvania
Stafford
Surry
Sussex
Tazewell
Warren
Washington
Westmoreland
Wise
Wythe
York
Alexandria
Bedford
Bristol
- 47 -
Buena Vista
Charlottesville
Chesapeake
Clifton Forge
Colonial Heights
Covington
Danville
Emporia
Fairfax
Falls Church
Franklin
Fredericksburg
Galax
Hampton
Harrisonburg
Hopewell
Lexington
Lynchburg
Manassas
Manassas Park
Martinsville
Newport News
Norfolk
Norton
Petersburg
Poquoson
Portsmouth
Radford
Richmond
Roanoke
Salem
South Boston
Staunton
Suffolk
Virginia Beach
Waynesboro
Williamsburg
Winchester
WASHINGTON
Adams
Asotin
Benton
Chelan
Clallam
Clark
Columbia
Cowlitz
Douglas
Ferry
Franklin
Garfield
Grant
Grays Harbor
Island
Jefferson
King
Kitsap
Kittitas
Klickitat
Lewis
Lincoln
Mason
Okanogan
- 48 -
Pacific
Pend Oreille
Pierce
San Juan
Skagit
Skamania
Snohomish
Spokane
Stevens
Thurston
Wahkiakum
Walla Walla
Whatcom
Whitman
Yakima
WEST VIRGINIA
Barbour
Berkeley
Boone
Braxton
Brooke
Cabell
Calhoun
Clay
Doddridge
Fayette
Gilmer
Grant
Greenbrier
Hampshire
Hancock
Hardy
Harrison
Jackson
Jefferson
Kanawha
Lewis
Lincoln
Logan
McDowell
Marion
Marshall
Mason
Mercer
Mineral
Mingo
Monongalia
Monroe
Morgan
Nicholas
Ohio
Pendleton
Pleasants
Pocahontas
Preston
Putnam
Raleigh
Randolph
Ritchie
Roane
Summers
Taylor
Tucker
Tyler
- 49 -
Upshur
Wayne
Webster
Wetzel
Wirt
Wood
Wyoming
WISCONSIN
Adams
Ashland
Barron
Bayfield
Brown
Buffalo
Burnett
Calumet
Chippewa
Clark
Columbia
Crawford
Dane
Dodge
Door
Douglas
Dunn
Eau Claire
Florence
Fond du Lac
Forest
Grant
Green
Green Lake
Iowa
Iron
Jackson
Jefferson
Juneau
Kenosha
Kewaunee
La Crosse
Lafayette
Langlade
Lincoln
Manitowoc
Marathon
Marinette
Marquette
Menominee
Milwaukee
Monroe
Oconto
Oneida
Outagamie
Ozaukee
Pepin
Pierce
Polk
Portage
Price
Racine
Richland
Rock
- 50 -
Rusk
St. Croix
Sauk
Sawyer
Shawano
Sheboygan
Taylor
Trempealeau
Vernon
Vilas
Walworth
Washburn
Washington
Waukesha
Waupaca
Waushara
Winnebago
Wood
WYOMING
Albany
Big Horn
Campbell
Carbon
Converse
Crook
Fremont
Goshen
Hot Springs
Johnson
Laramie
Lincoln
Natrona
Niobrara
Park
Platte
Sheridan
Sublette
Sweetwater
Teton
Uinta
Washakie
Weston
- 51 -
Exhibit 21.01
EXHIBIT A
(Updated
as of October 10, 2006)
| 1. | ACL Piping, Inc. | |
| 2. | Aiton & Co Limited | |
| 3. | American Plastic Pipe and Supply, L.L.C. | |
| 4. | Arlington Avenue E Venture, LLC | |
| 5. | Associated Valve, Inc. | |
| 6. | Badger® Technologies, L.L.C. | |
| 7. | Badger® Technology Holdings, L.L.C. | |
| 8. | Benicia North Gateway II, L.L.C. | |
| 9. | B.F. Shaw, Inc. | |
| 10. | Camden Road Venture, LLC | |
| 11. | C.B.P. Engineering Corp. | |
| 12. | Chimento Wetlands, L.L.C. | |
| 13. | Coastal Estuary Services, L.L.C. | |
| 14. | Cojafex B.V. | |
| 15. | Eagle Industries, Inc. | |
| 16. | EDS Equipment Company, LLC | |
| 17. | EDS Puerto Rico, Inc. | |
| 18. | EMCON/OWT, Inc. | |
| 19. | Envirogen, Inc. |
1
| 20. | Field Services Canada Inc. | |
| 21. | Field Services, Inc. | |
| 22. | GBB International, LLC | |
| 23. | GBB Maintenance Company, Inc. | |
| 24. | Gottlieb, Barnett & Bridges, LLC | |
| 25. | Great Southwest Parkway Venture, LLC | |
| 26. | Gulf Coast Equipment Rental, Inc. | |
| 27. | HL Newhall II, L.L.C. | |
| 28. | Holdings Manufactures Shaw South America, C.A. | |
| 29. | Hydro Power Solutions LLC | |
| 30. | Integrated Site Solutions, L.L.C. | |
| 31. | International Consultants, L.L.C. (f/k/a SWINC Acquisition Five, L.L.C.) | |
| 32. | IT Holdings Canada, Inc. | |
| 33. | Jernee Mill Road, L.L.C. | |
| 34. | Kato Road II, L.L.C. | |
| 35. | KIP I, L.L.C. | |
| 36. | LandBank Baker, L.L.C. | |
| 37. | LandBank Properties, L.L.C. | |
| 38. | LFG Specialties, L.L.C. | |
| 39. | Lone Star Fabricators, Inc. | |
| 40. | Manufactures Shaw South America, C.A. | |
| 41. | Millstone River Wetland Services, L.L.C. | |
| 42. | MWR,Inc. |
2
| 43. | Norwood Venture I, L.L.C. | |
| 44. | Nuclear Energy Holdings, L.L.C. | |
| 45. | Nuclear Technology Solutions, L.L.C. | |
| 46. | Otay Mesa Ventures II, L.L.C. | |
| 47. | Pacific Support Group LLC | |
| 48. | Pike Properties I, Inc. (Formerly, SAON Properties, Inc.) | |
| 49. | Pike Properties II, Inc. (Formerly, Secorp, Inc.) | |
| 50. | Pipework Engineering and Developments Limited | |
| 51. | Plattsburg Venture, L.L.C. | |
| 52. | Power Technologies Asia-Pacific Sdn. Bhd. | |
| 53. | Prospect Industries (Holdings), Inc. | |
| 54. | PT Stone & Webster Indonesia | |
| 55. | Raritan Venture I, L.L.C. | |
| 56. | S C Woods, L.L.C. | |
| 57. | SELS Administrative Services, L.L.C. | |
| 58. | Shaw-ABMB, L.L.C. | |
| 59. | Shaw A/DE, Inc. | |
| 60. | Shaw Aiton Australia Pty Limited | |
| 61. | Shaw Alaska, Inc. | |
| 62. | Shaw Alloy Piping Products, Inc. | |
| 63. | Shaw Americas, L.L.C. | |
| 64. | Shaw Beale Housing, L.L.C. | |
| 65. | Shaw Beneco, Inc. |
3
| 66. | Shaw California, L.L.C. | |
| 67. | Shaw Capital, Inc. | |
| 68. | Shaw Capital (Nevada), Inc. | |
| 69. | Shaw CENTCOM Services, L.L.C. | |
| 70. | Shaw CMS, Inc. | |
| 71. | Shaw Coastal, Inc. | |
| 72. | Shaw Connex, Inc. | |
| 73. | Shaw Constructors, Inc. | |
| 74. | Shaw Dunn Limited | |
| 75. | Shaw E & I International Ltd. | |
| 76. | Shaw E & I Investment Holdings, Inc. | |
| 77. | Shaw Energy Delivery Services, Inc. | |
| 78. | Shaw Energy Services, Inc. | |
| 79. | Shaw Environmental, Inc. | |
| 80. | Shaw Environmental International, Inc. | |
| 81. | Shaw Environmental & Infrastructure, Inc. | |
| 82. | Shaw Environmental & Infrastructure Massachusetts, Inc. | |
| 83. | Shaw Environmental Liability Solutions, L.L.C. | |
| 84. | Shaw Europe, Inc. (f/k/a Shaw E & I Russia, Inc.) | |
| 85. | Shaw Export Company, S. de R. L. de C.V. | |
| 86. | Shaw Fabricators, Inc. | |
| 87. | Shaw Facilities, Inc. | |
| 88. | Shaw Field Services, Inc. |
4
| 89. | Shaw Fronek Company (FCI), Inc. | |
| 90. | Shaw Fronek Power Services, Inc. | |
| 91. | Shaw Ft. Leonard Wood Housing, L.L.C. | |
| 92. | Shaw Global, L.L.C. | |
| 93. | Shaw Global Energy Services, Inc. | |
| 94. | Shaw Group Australia Pty Limited | |
| 95. | Shaw Group UK Holdings | |
| 96. | Shaw Group UK International Services Ltd. | |
| 97. | Shaw Group UK Limited | |
| 98. | Shaw GRP of California | |
| 99. | Shaw Hanscom Housing, L.L.C. | |
| 100. | Shaw Heat Treating Service, C.A. | |
| 101. | Shaw Home Louisiana, Inc. | |
| 102. | Shaw Industrial Supply Co., Inc. | |
| 103. | Shaw Infrastructure, Inc. | |
| 104. | Shaw Intellectual Property Holdings, Inc. | |
| 105. | Shaw International, Inc. | |
| 106. | Shaw International, Ltd. (Formerly, Shaw Caribbean (Cayman), Ltd.) | |
| 107. | Shaw International Management Services One, Inc. | |
| 108. | Shaw International Management Services Two, Inc. | |
| 109. | Shaw JV Holdings, L.L.C. | |
| 110. | Shaw Lancas, C.A. | |
| 111. | Shaw Liquid Solutions LLC |
5
| 112. | Shaw Little Rock Housing, L.L.C. | |
| 113. | Shaw Maintenance, Inc. | |
| 114. | Shaw Managed Services, Inc. | |
| 115. | Shaw Management Services One, Inc. | |
| 116. | Shaw Manufacturing and Services, Inc. | |
| 117. | Shaw Manpower, S. de R.L. de C.V. | |
| 118. | Shaw Mexican Holdings, S. de R.L. de C.V. |
|
| 119. | Shaw Mexico, L.L.C. | |
| 120. | Shaw Morgan City Terminal, Inc. | |
| 121. | Shaw NAPTech, Inc. | |
| 122. | Shaw Northeast Housing, L.L.C. | |
| 123. | Shaw Northwest Housing, L.L.C. | |
| 124. | Shaw Nuclear Energy Holdings (UK), Inc. | |
| 125. | Shaw Nuclear Energy Holdings (US), Inc. | |
| 126. | Shaw Overseas (Far East) Ltd. | |
| 127. | Shaw Overseas (Middle East) Ltd. | |
| 128. | Shaw Pipe Shields, Inc. | |
| 129. | Shaw Pipe Supports, Inc. | |
| 130. | Shaw Power Delivery Systems, Inc. | |
| 131. | Shaw Power Services Group, L.L.C. | |
| 132. | Shaw Power Services, Inc. | |
| 133. | Shaw Power Technologies, Inc.™ (formerly Power Technologies, Inc.®) | |
| 134. | Shaw Power Technologies International Limited™ |
6
| 135. | Shaw Process and Industrial Group, Inc. | |
| 136. | Shaw Process Fabricators, Inc. | |
| 137. | Shaw Project Services Group, Inc. | |
| 138. | Shaw Property Holdings, Inc. | |
| 139. | Shaw Remediation Services, L.L.C. | |
| 140. | Shaw-Robotic Environmental Services, L.L.C. | |
| 141. | Shaw Services, L.L.C. | |
| 142. | Shaw SSS Fabricators, Inc. | |
| 143. | Shaw Stone & Webster Arabia Co., Ltd. | |
| 144. | Shaw Stone & Webster Puerto Rico, Inc. | |
| 145. | Shaw Sunland Fabricators, Inc. | |
| 146. | Shaw Trading FSC, Ltd. | |
| 147. | Shaw Transmission & Distribution Services, Inc. (formerly, Shaw Management Services Six, Inc.) | |
| 148. | Shaw Tulsa Fabricators, Inc. (f/k/a Shaw Word Industries Fabricators, Inc.) | |
| 149. | Shaw Waste Solutions, LLC | |
| 150. | So-Glen Gas Co., LLC | |
| 151. | Stone & Webster Asia, Inc. | |
| 152. | Stone & Webster Canada Holding One (N.S.), ULC | |
| 153. | Stone & Webster Canada Holding Two, Inc. | |
| 154. | Stone & Webster Canada L.P. | |
| 155. | Stone & Webster Construction, Inc. | |
| 156. | Stone & Webster Construction Services, L.L.C. | |
| 157. | Stone & Webster Consultants Limited |
7
| 158. | Stone & Webster Engineering Projects Private Limited | |
| 159. | Stone & Webster Engineering Services Sdn. Bdh. | |
| 160. | Stone & Webster Holding One, Inc. | |
| 161. | Stone & Webster Holding Two, Inc. | |
| 162. | Stone & Webster, Inc. | |
| 163. | Stone & Webster Insaat ve Muhendislik Limited Sirketi | |
| 164. | Stone & Webster International B.V. | |
| 165. | Stone & Webster International, Inc. | |
| 166. | Stone & Webster International Holdings, Inc. | |
| 167. | Stone & Webster — JSC Management Consultants, Inc. | |
| 168. | Stone & Webster Limited | |
| 169. | Stone & Webster Management Consultants, Inc. | |
| 170. | Stone & Webster Massachusetts, Inc. | |
| 171. | Stone & Webster Michigan, Inc. | |
| 172. | Stone & Webster Purchasing, Inc. | |
| 173. | Stone & Webster Process Technologies B .V. | |
| 174. | Stone & Webster Process Technology, Inc. | |
| 175. | Stone & Webster Services, L.L.C. | |
| 176. | Sugar Acquisition (NVDIP), Inc. | |
| 177. | The LandBank Group, Inc. | |
| 178. | The Shaw Group Inc. Political Action Committee, Inc. | |
| 179. | The Shaw Group International Inc. | |
| 180. | The Shaw Group UK Pension Plan Limited |
8
| 181. | The Shaw Group UK 1997 Pension Scheme Limited | |
| 182. | The Shaw Group UK 2001 Pension Plan Limited | |
| 183. | Whessoe Piping Systems Limited | |
| 184. | Whippany Venture I, L.L.C. | |
| 185. | Worldwide Industrial Constructors, Inc. |
9
