0000950123-10-000715 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 6th, 2010 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Amended and Restated Employment Agreement (“Agreement”) is entered into effective as of December 18, 2009 (“Effective Date”) by and between The Shaw Group Inc., a Louisiana corporation (collectively with the affiliates and subsidiaries hereinafter referred to as “Company”), and John Donofrio (“Employee”). The Company and Employee shall hereinafter be referred to collectively as the “Parties”.

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EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT1 The Shaw Group Inc. 2008 Omnibus Incentive Plan
Employee Restricted Stock • January 6th, 2010 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Restricted Stock Unit Award Agreement (the “Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) 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”).

Sample 1
EMPLOYEE INCENTIVE STOCK OPTION AWARD AGREEMENT 1 The Shaw Group Inc. 2008 Omnibus Incentive Plan
Employee Incentive Stock Option Award Agreement • January 6th, 2010 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Incentive Stock Option Award Agreement (“Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) is entered into between The Shaw Group Inc. (the “Company”) and [Insert Recipient’s Name] (the “Recipient”) pursuant to the The Shaw Group Inc. 2008 Omnibus Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the “Plan”).

Sample 1
CANADIAN EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT1 The Shaw Group Inc. 2008 Omnibus Incentive Plan
Canadian Employee Restricted Stock • January 6th, 2010 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Restricted Stock Unit Award Agreement (the “Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) 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”).

Sample 1
EMPLOYEE NONQUALIFIED STOCK OPTION AWARD AGREEMENT1 The Shaw Group Inc. 2008 Omnibus Incentive Plan
Employee Nonqualified Stock • January 6th, 2010 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Nonqualified Stock Option Award Agreement (“Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) is entered into between The Shaw Group Inc. (the “Company”) and [Insert Recipient’s Name] (the “Recipient”) pursuant to the The Shaw Group Inc. 2008 Omnibus Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the “Plan”).

Sample 1
Contract
Incentive Plan • January 6th, 2010 • Shaw Group Inc • Miscellaneous fabricated metal products • Louisiana

This Restricted Stock Unit Award Agreement (the “Agreement”) dated as of [Insert Grant Date]2 (the “Grant Date”) 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”).

Sample 1
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