0001437749-11-009670 Sample Contracts

SECOND AMENDED & RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2011 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Second Amended & Restated Employment Agreement (this “Agreement”) is entered into as of December 12, 2011, (the “Effective Date”), by and between The Shaw Group Inc., a Louisiana corporation (collectively with its affiliates and subsidiaries hereinafter referred to as “Company”), and J.M. Bernhard, Jr. (“Employee”). The Company and Employee may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”.

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EMPLOYEE PERFORMANCE CASH UNIT AWARD AGREEMENT The Shaw Group Inc.
Performance Cash Unit Award Agreement • December 21st, 2011 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Performance Cash Unit (“PCU”)Award Agreement (the “Agreement”) dated as of [Insert Grant Date] (the “Grant Date” – i.e. the date on which the PCUs evidenced hereby were granted) is entered into between The Shaw Group Inc. (the “Company”) and [Insert Recipient’s Name] (the “Recipient”) pursuant to The Shaw Group Inc. 2008 Omnibus Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the “Plan”).

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