0000950134-09-007196 Sample Contracts

AMENDED & RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 9th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Amended & Restated Employment Agreement (“Agreement”) is entered into December 31, 2008, but is effective as of July 3, 2007 (the “Effective Date”), by and between The Shaw Group Inc., a Louisiana corporation (collectively with its affiliates and subsidiaries hereinafter referred to as, the “Company”), and Roy Montgomery Glover (“Employee”). The Company and Employee may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”.

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EMPLOYMENT AGREEMENT
Employment Agreement • April 9th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Employment Agreement (“Agreement”) is entered into as of December 31, 2008, but is effective as of September 1, 2007 (the “Effective Date”), by and between The Shaw Group Inc., a Louisiana corporation (collectively with its affiliates and subsidiaries hereinafter referred to as, the “Company”), and Dorsey Ron McCall (“Employee”). The Company and Employee may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”.

INCENTIVE STOCK OPTION AGREEMENT The Shaw Group Inc. 2008 Omnibus Incentive Plan
Incentive Stock Option Agreement • April 9th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Incentive Stock Option Agreement (“Agreement”) dated as of Grant Date (the date on which the option evidenced hereby was granted) is entered into between The Shaw Group Inc. (the “Company”) and Award Recipient (the “Optionee”), pursuant to the The Shaw Group Inc. 2008 Omnibus Incentive Plan (the “Plan”).

ADOPTION AGREEMENT
Adoption Agreement • April 9th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products

Note: The increment is required to determine the permissible deferral amounts. For example, a minimum of 0% and maximum of 20% with a 5% increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%.

NONQUALIFIED STOCK OPTION AGREEMENT The Shaw Group Inc. 2008 Omnibus Incentive Plan
Nonqualified Stock Option Agreement • April 9th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Nonqualified Stock Option Agreement (“Agreement”) dated as of _________, 2009 (the date on which the option evidenced hereby was granted) is entered into between The Shaw Group Inc. (the “Company”) and Name of Recipient (the “Optionee”), pursuant to The Shaw Group Inc. 2008 Omnibus Incentive Plan (the “Plan”).

RESTRICTED STOCK UNIT AWARD AGREEMENT The Shaw Group Inc.
Restricted Stock Unit Award Agreement • April 9th, 2009 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Restricted Stock Unit Award Agreement (the “Agreement”) dated as of Grant Date (the date as of which the Restricted Stock Units evidenced hereby were awarded) is entered into between The Shaw Group Inc. (the “Company”) and Recipient Name (the “Awardee”), pursuant to The Shaw Group Inc. 2008 Omnibus Incentive Plan (as amended and restated from time to time, the “Plan”).

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