0001299933-09-002488 Sample Contracts

Contract
Incentive Plan • June 8th, 2009 • 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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EMPLOYEE NONQUALIFIED STOCK OPTION AWARD AGREEMENT1
Employee Nonqualified Stock Option Award • June 8th, 2009 • 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
EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT1
Employee Restricted Stock • June 8th, 2009 • 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
NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AWARD AGREEMENT1
Nonqualified Stock Option Award Agreement • June 8th, 2009 • 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 • June 8th, 2009 • 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
EMPLOYEE INCENTIVE STOCK OPTION AWARD AGREEMENT1
Employee Incentive Stock Option Award • June 8th, 2009 • 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
Contract
Section 16 Officer Incentive • June 8th, 2009 • 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
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT1
Non-Employee Director Restricted Stock • June 8th, 2009 • 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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