SHAW GROUP INC
EX-10.15
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<TYPE>EX-10.15
<SEQUENCE>9
<FILENAME>h66367exv10w15.htm
<DESCRIPTION>EX-10.15
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<TITLE>exv10w15</TITLE>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.15</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Employment Agreement (&#147;<U>Agreement</U>&#148;) is entered into as of December&nbsp;31, 2008, but
is effective as of September&nbsp;1, 2007 (the &#147;<U>Effective Date</U>&#148;), by and between The Shaw Group
Inc., a Louisiana corporation (collectively with its affiliates and subsidiaries hereinafter
referred to as, the &#147;<U>Company</U>&#148;), and Dorsey Ron McCall (&#147;<U>Employee</U>&#148;). The Company
and Employee may hereinafter be referred to, individually, as a &#147;<U>Party</U>&#148; and, collectively,
as the &#147;<U>Parties</U>&#148;.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the Company currently employs Employee and desires to continue such employment
relationship, and Employee desires to continue such employment relationship, in each case on the
terms and conditions set forth herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE</B>, in consideration of the mutual covenants, representations, warranties and
agreements set forth herein, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Parties hereby agree as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>Employment</U>. The Company hereby continues to employ Employee, and Employee hereby
agrees to continued employment by the Company, on the terms and conditions set forth in this
Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Term of Employment</U>. Subject to the provisions for earlier termination set forth in
this Agreement, the initial term of this Agreement (the &#147;<U>Initial Term</U>&#148;) shall be two years,
commencing on the Effective Date; <U>provided</U> that, at the end of the Initial Term, this
Agreement shall be automatically renewed for an additional two year period unless, not less than 90
days prior to expiration of the Initial Term, the Company or Employee gives written notice to the
other
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Party that the Initial Term shall not be renewed. The Initial Term, together with the renewal
term (if any), shall hereinafter be referred to as the &#147;<U>Term</U>.&#148; For the avoidance of doubt,
an election not to renew the Initial Term shall not constitute a termination of this Agreement for
the purposes of Section&nbsp;7(a).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Employee&#146;s Duties</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;During the Term, Employee shall serve as the President of the Maintenance Division of the
Power Group of the Company, or such other similar position(s) as the Parties may mutually agree,
reporting directly to the President of the Power Group and with such duties and responsibilities as
may from time to time be assigned to him by the Board of Directors of the Company (the
&#147;<U>Board</U>&#148;) or the Chief Executive Officer of the Company, provided that such duties are
comparable to the customary duties and responsibilities of such position(s).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Employee agrees to devote Employee&#146;s full 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 Employee&#146;s duties and responsibilities. Employee shall not, either directly or
indirectly, enter into any business or employment with or for any Person (defined below) other than
the Company during the Term; <U>provided</U>, <U>however</U>, that 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, subject in each case to the provisions set forth in
the Nonsolicitation and Noncompete Agreement (defined below) and the Company&#146;s Code of Conduct or
similar guidelines of which Employee is notified in writing. For the purposes of this Agreement,
the term &#147;Person&#148; shall mean any individual, corporation, limited or general partnership,
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">limited liability company, joint venture, association, trust or other entity or organization,
whether or not a legal entity. Employee shall at all times observe and comply with all lawful
directions and instructions of the Board of which Employee is notified in writing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U>Compensation</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>Base Compensation</U>. For services rendered by Employee under this Agreement, the
Company shall pay to Employee a base salary (&#147;<U>Base Compensation</U>&#148;) of $600,000 per contract
year, payable in accordance with the Company&#146;s customary pay periods and subject to tax and other
customary withholdings. Employee&#146;s Base Compensation will be subject to review 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 that the Board deems it appropriate to increase Employee&#146;s Base
Compensation, that increased amount shall thereafter be the Base Compensation for the purposes of
this Agreement. Employee&#146;s Base Compensation, as increased from time to time, may not be decreased
unless agreed to by Employee. Nothing contained herein shall prevent the Board from paying
additional compensation to Employee in the form of bonuses or otherwise during the Term.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Minimum Annual Bonus</U>. During the Term, Employee shall participate in the
Company&#146;s discretionary management incentive program as established by the Board (as the same may
be amended from time to time) with an annual performance bonus range of 0-200% of Employee&#146;s bonus
target (the &#147;<U>Bonus Target</U>&#148;), which Bonus Target shall initially be an amount equal to
Employee&#146;s Base Compensation. The Bonus Target may be adjusted annually.
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Notwithstanding the foregoing, Employee&#146;s annual performance bonus shall be not less than
$725,000 each contract year. Annual bonus payments will be subject to tax and other customary
withholdings.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Retention Amount</U>. As additional consideration for this Agreement, as well as the
Nonsolicitation and Noncompete Agreement, the Company agrees to pay to Employee, not later than 15
days after the second anniversary of the Effective Date, in cash and subject to tax and other
customary withholdings, an amount (such amount, the &#147;<U>Retention Amount</U>&#148;) equal to (i)
$300,000; <U>provided</U>, <U>however</U>, that, in the event that Employee voluntarily
terminates employment with the Company or is terminated for Misconduct (as defined below) prior to
the expiration of the Initial Term, Employee shall forfeit all rights to any portion of the
Retention Amount. In the event that Employee is terminated by the Company for any reason other
than Misconduct prior to the expiration of the Initial Term, Employee shall receive the Retention
Amount on the first day occurring after the date that is six months after the Date of Termination
(defined below).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>Long Term Incentive Awards</U>. Employee will be eligible to participate in the
Company&#146;s discretionary Long Term Incentive (defined below) plan(s) as established by the Board (as
the same may be amended from time to time), subject to the terms and conditions of the applicable
plan(s). All stock-based awards that are to be settled by the delivery of shares are subject to
shareholder approval of shares to be allocated to the Company&#146;s Long Term Incentive plan(s) and are
granted under the strict purview of the Compensation Committee of the Board. Notwithstanding any
provision to the contrary in the
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">plan(s) governing such Long Term Incentives, in the event that any options or similar awards
become vested pursuant to Section&nbsp;7 of this Agreement, Employee shall have not less than one year
from the date of such vesting in which to exercise such options or other awards.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>Additional Benefits</U>. In addition to the compensation provided for in Section&nbsp;4,
Employee shall be entitled to the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Business Expenses</U>. The Company shall, in accordance with any rules and
policies that it may establish from time to time for its executive officers, reimburse
Employee for business expenses reasonably incurred in the performance of Employee&#146;s duties.
It is understood that Employee is authorized to incur reasonable business expenses for
promoting the business of the Company, including reasonable expenditures for travel,
lodging, meals and client or business associate entertainment. Request for reimbursement
for such expenses must be accompanied by appropriate documentation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Vacation</U>. During the Term, Employee shall be entitled to four weeks of
vacation per year, without any loss of compensation or benefits. Employee shall be entitled
to carry forward any unused vacation time. At the end of the Term, Employee shall be paid
for any unused vacation time based on his Base Compensation in effect for the last contract
year of the Term.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>General Benefits</U>. Employee shall be entitled to participate in (i)&nbsp;the
various employee benefit plans or programs provided to the employees of the Company in
general, including, but not limited to, health (including
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">ExecuCare), dental, disability, 401k, accident and life insurance plans, and (ii)&nbsp;the
Flexible Perquisites Plan, which provides Employee an amount equal to 4% of Employee&#146;s Base
Compensation in each calendar year in lieu of customary flexible perquisite benefits.
Benefits are 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. Nothing in this Section 5(c) shall be deemed to prohibit the Company from
making any changes in, or elimination of, any of the benefit plans or programs described in
this Section&nbsp;5(c), provided the change similarly affects all executive officers of the
Company that are similarly situated.<BR>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U>Confidentiality; Nonsolicitation and Noncompete</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Employee hereby acknowledges that the Company possesses certain Confidential Information
(defined below) that is peculiar to the businesses in which the Company is or may be engaged.
Employee hereby affirms that such Confidential Information is the exclusive property of the Company
and that the Company has proprietary interests in such Confidential information. For the purposes
of this Agreement, the term &#147;<U>Confidential Information</U>&#148; shall mean any and all information
of any nature and in any form that at the time or times concerned is not generally known to Persons
(other than the Company) that are engaged in businesses similar to that conducted or contemplated
by the Company (other than by the act or acts of an employee not authorized by the Company to
disclose such information) which may include, without limitation, the Company&#146;s existing and
contemplated products and services; the Company&#146;s purchasing,
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">accounting, marketing and merchandising methods or practices; the Company&#146;s development data,
theories of application and/or methodologies; the Company&#146;s customer/client contact and/or supplier
information files; the Company&#146;s existing and contemplated policies and/or business strategy; any
and all samples and/or materials submitted to Employee by the Company; and any and all directly and
indirectly related records, documents, specifications, data and other information with respect
thereto. For the purposes of this Agreement, &#147;Confidential Information&#148; shall not include (i)
information, knowledge or data that, through no fault of Employee, becomes publicly available or
(ii)&nbsp;information, knowledge or data acquired from, or published by, third parties that have no
direct or indirect confidentiality obligation to the Company. Employee further acknowledges by
signing this Agreement that the Company has expended much time, cost and difficulty in developing
and maintaining the Company&#146;s customers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Employee shall (i)&nbsp;use the Confidential Information solely for the purpose of performing
Employee&#146;s duties on behalf of the Company and for no other purpose whatsoever, (ii)&nbsp;not, directly
or indirectly, at any time during or after Employee&#146;s employment by the Company, disclose
Confidential Information to any other Person (except to the Company&#146;s officers in connection with
Employee&#146;s duties on behalf of the Company) or use or otherwise exploit Confidential Information to
the detriment of the Company, and (iii)&nbsp;not lecture on or publish articles with respect to
Confidential Information without the prior written approval of the General Counsel of the Company.
In the event of a breach or threatened breach of the provisions of this Section&nbsp;6(b), the Company
shall be entitled, in
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">addition to any other remedies available to the Company, to an injunction restraining Employee
from disclosing such Confidential Information.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Upon termination of employment of Employee for whatever reason, Employee shall surrender
to the Company any and all documents, manuals, correspondence, reports, records and similar items
that have or thereafter come into the possession of Employee that contain any Confidential
Information; <U>provided</U>, <U>however</U>, that the Company will provide Employee reasonable
access to such Confidential Information to the extent required by Employee in connection with the
defense of any cause of action, dispute, proceeding or investigation made or initiated against
Employee by any Person other than the Company related to the employment of Employee by the Company
or the performance by Employee of its duties and responsibilities in the course of such employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Employee agrees that, as part of the consideration for this Agreement and as an integral
part hereof, Employee has executed, delivered and agreed to be bound by the Nonsolicitation and
Noncompete Agreement attached hereto as <U>Exhibit&nbsp;A</U>, as well as any subsequent addenda
thereto executed by the Company and Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U>Termination</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;This Agreement may be terminated prior to expiration of the Term only under the terms and
conditions set forth below:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Resignation (other than for Good Reason)</U>. Employee may resign Employee&#146;s
position at any time, including by reason of retirement, by providing written notice of
resignation to the Company. In
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">the event of such resignation (except in the case of resignation for Good Reason
(defined in Section&nbsp;7(a)(iv) below)), this Agreement shall terminate on the Date of
Termination (defined Section 7(c) below), and Employee shall not be entitled to further
compensation pursuant to this Agreement other than the payment of any Base Compensation and
General Benefits (e.g., unused vacation, unreimbursed business expenses, etc.) accrued and
unpaid as of the Date of Termination and the retention of any and all option shares,
restricted shares or units or other similar awards granted to Employee by the Company under
any long term incentive plan(s) duly adopted by the Board (&#147;<U>Long Term Incentives</U>&#148;)
that have vested or become exercisable on or before the Date of Termination in accordance
with the plans governing such Long Term Incentives (which Long Term Incentives remain
subject to, and must thereafter be exercised in accordance with, the plan(s) governing such
Long Term Incentives).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <U>Death</U>. If Employee&#146;s employment is terminated due to Employee&#146;s death,
not later than 30&nbsp;days after Employee&#146;s death, the Company shall pay to Employee&#146;s surviving
spouse or estate any Base Compensation and General Benefits accrued and unpaid as of the
date of Employee&#146;s death, subject to tax and other customary withholdings. In addition, (A)
from the date of Employee&#146;s death until the earlier to occur of (x)&nbsp;the last day of the
Initial Term (or, if the Initial Term was renewed prior to Employee&#146;s death, the Term) and
(y)&nbsp;the date of death of Employee&#146;s surviving spouse, the Company shall pay to Employee&#146;s
surviving spouse Employee&#146;s Base Compensation (as in effect as of the date of Employee&#146;s
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">death), in accordance with the Company&#146;s customary pay periods and subject to tax and
other customary withholdings, and shall provide paid group health and dental insurance
benefits to Employee&#146;s surviving spouse, and (B)&nbsp;from the last day of the Initial Term (or,
if the Initial Term was renewed prior to Employee&#146;s death, the Term) until the earlier to
occur of (x)&nbsp;the last day of the Consulting Period (assuming for the purposes of this clause
that the Parties had executed a Consulting Agreement for the full five years contemplated by
Section&nbsp;7(f)) and (y)&nbsp;the date of death of Employee&#146;s surviving spouse, the Company shall
pay to Employee&#146;s surviving spouse $300,000 per annum, in accordance with the Company&#146;s
customary pay periods and subject to tax and other customary withholdings. Notwithstanding
any provision to the contrary in the plan(s) governing such Long Term Incentives, Employee,
as of the date of his death, shall also become immediately and totally vested in any and all
Long Term Incentives granted to Employee by the Company prior to the Date of Termination
that have not previously vested in full. After all payments, benefits and vesting of Long
Term Incentives specified under this Section&nbsp;7(a)(ii) have been paid or performed, this
Agreement shall terminate, and the Company shall have no obligations to Employee, Employee&#146;s
spouse and dependents or Employee&#146;s legal representatives with respect to this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) <U>Discharge</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) The Company may terminate Employee&#146;s employment for any reason at any time
upon written notice delivered to Employee in accordance with Section&nbsp;7(b).
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) In the event that Employee&#146;s employment is terminated during the Term by
the Company for any reason other than Employee&#146;s Misconduct or Disability (both as
defined below), the following shall occur:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) the Company shall pay to Employee, subject to tax and other
customary withholdings, not later than 15&nbsp;days after the Date of
Termination, (x)&nbsp;a lump sum amount, in cash, equal to the sum of (a)&nbsp;the
product of (i)&nbsp;Employee&#146;s Base Compensation as in effect immediately prior
to the Date of Termination, <U>multiplied by</U> (ii)&nbsp;the remaining portion
of the Initial Term (or, if the Initial Term was renewed prior to the Date
of Termination, the Term), <U>plus</U> (b)&nbsp;the most recent annual bonus
paid to Employee by the Company, <U>plus</U> (c) $1,500,000 (in respect of
foregone consulting fees), and (y)&nbsp;a lump amount, in cash, equal to the cost
for Employee to obtain, for the period commencing on the Date of Termination
and ending on the earlier to occur of (1)&nbsp;the date that is 18&nbsp;months
following the Date of Termination and (2)&nbsp;the last day of the Initial Term
(or, if the Initial Term was renewed prior to the Date of Termination, the
Term), disability, accident, dental and group health insurance benefits
(&#147;<U>Welfare Benefits</U>&#148;) covering Employee (and, as applicable,
Employee&#146;s spouse and dependents) that are substantially similar to those
that
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">Employee (and Employee&#146;s spouse and dependents) were receiving
immediately prior to the Date of Termination; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) Notwithstanding any provision to the contrary in the plan(s)
governing such Long Term Incentives, Employee shall become immediately and
totally vested in any and all Long Term Incentives granted to Employee by
Company prior to the Date of Termination that have not previously vested in
full.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) Notwithstanding anything to the contrary in this Agreement, in the event
that Employee is terminated because of Misconduct, the Company shall have no
obligations pursuant to this Agreement after the the Date of Termination other than
the payment of any Base Compensation and General Benefits accrued and unpaid through
the Date of Termination. As used herein, &#147;<U>Misconduct</U>&#148; means:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) (A)&nbsp;any willful breach or habitual neglect of duty by Employee or
(B)&nbsp;Employee&#146;s material and continued failure to substantially perform
Employee&#146;s duties with the Company (other than any such failure resulting
from Employee&#146;s incapacity due to a Disability) (i)&nbsp;in a professional manner
and (ii)&nbsp;in a manner that is reasonably expected as appropriate for the
position, in the case of either (A)&nbsp;or (B), which breach, neglect or failure
is not cured by Employee within 30&nbsp;days from receipt by Employee of written
notice from
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">the Company that specifies the alleged breach, neglect or failure;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) the intentional misappropriation or attempted intentional
misappropriation by Employee of a material business opportunity of the
Company, including attempting to secure any personal profit in connection
with entering into any transaction on behalf of the Company;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) the intentional misappropriation or attempted misappropriation by
Employee of any of the Company&#146;s funds or property;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) the intentional violation by Employee of the Company&#146;s Code of
Corporate Conduct or Fraud Policy of which Employee is notified in writing;
or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5) (A)&nbsp;the commission by Employee of a felony offense or a misdemeanor
offense involving violent or dishonest behavior or (B)&nbsp;Employee engaging in
any other conduct involving fraud or dishonesty.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D) <U>Disability</U>. If Employee shall have been absent from the full-time
performance of Employee&#146;s duties with the Company for 120 consecutive calendar days
as a result of Employee&#146;s incapacity due to a Disability (defined below), Employee&#146;s
employment may be terminated by the Company. For the purposes of this Agreement, a
&#147;<U>Disability</U>&#148; shall exist if::
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) Employee is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can
be reasonably expected to result in death or can be expected to last for a
continuous period of not less than 12&nbsp;months; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) Employee is, by reason of any medically determinable physical or
mental impairment that can be reasonably expected to result in death or can
be expected to last for a continuous period of not less than 12&nbsp;months,
receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">If Employee is terminated pursuant to this Section&nbsp;7(a)(iii)(D), Employee shall not
be entitled to further compensation pursuant to this Agreement, except that (a)&nbsp;the
Company shall, for the period beginning with the Date of Termination and ending on
the last day of the Initial Term (or, if the Initial Term was renewed prior to the
Date of Termination, the Term), (I)&nbsp;pay to Employee monthly the amount by which
Employee&#146;s monthly Base Compensation exceeds the monthly benefit received by
Employee pursuant to any disability insurance covering Employee (<U>provided</U>
that, if Employee dies after his termination due to Disability but prior to the
expiration of the period referenced in this clause (a), such payments shall be made
to Employee&#146;s surviving spouse until the earlier to occur of (x)&nbsp;the last
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">day of the Initial Term (or, if the Initial Term was renewed prior to the Date of
Termination, the Term) and (y)&nbsp;the date of death of Employee&#146;s surviving spouse),
and (II)&nbsp;provide paid group health and dental insurance benefits for Employee and
Employee&#146;s spouse and dependents, (b)&nbsp;the Company shall, for the period beginning
with the last day of the Initial Term (or, if the Initial Term was renewed prior to
the Date of Termination, the Term) and ending on the last day of the Consulting
Period (assuming for the purposes of this clause (b)&nbsp;that the Parties had executed a
Consulting Agreement for the full five years contemplated by Section&nbsp;7(f)), pay to
Employee monthly the amount by which Employee&#146;s monthly consulting fee ($300,000 per
annum) exceeds the monthly benefit received by Employee pursuant to any disability
insurance covering Employee (<U>provided</U> that, if Employee dies after his
termination due to Disability but prior to the expiration of the period referenced
in this clause (b), such payments shall be made to Employee&#146;s surviving spouse until
the earlier to occur of (x)&nbsp;the last day of the Consulting Period and (y)&nbsp;the date
of death of Employee&#146;s surviving spouse), and (c)&nbsp;notwithstanding any provision to
the contrary in the plan(s) governing such Long Term Incentives, Employee shall
become immediately and totally vested in any and all Long Term Incentives granted to
Employee by Company prior to the Date of Termination that have not previously vested
in full.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) <U>Resignation for Good Reason</U>. Employee shall be entitled to terminate
Employee&#146;s employment for Good Reason (as defined herein). If Employee terminates
employment for Good Reason, Employee shall be entitled to the compensation and benefits
provided in Section&nbsp;7(a)(iii)(B). For the purposes of this Agreement, the term &#147;<U>Good
Reason</U>&#148; shall mean the occurrence of any of the following circumstances without
Employee&#146;s express written consent:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) any material diminution of Employee&#146;s duties or responsibilities (other
than in connection with the termination of Employee for Misconduct or Disability in
accordance with the terms of this Agreement);
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) any material diminution of Employee&#146;s Base Compensation;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) the relocation of Employee&#146;s office more than 25 miles from its location at
the commencement of this Agreement; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D) any other material negative change in the terms or status of this
Agreement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><U>provided</U>, <U>however</U>, Employee shall provide written notice (a &#147;<U>Good Reason
Notice</U>&#148;) to the Company of the initial existence of the condition causing the change in
terms or status no more than 90&nbsp;days after the change in terms or status occurs, and the
Company shall have 30&nbsp;days after receipt of the Good Reason Notice to resolve the issue
causing the change in terms or status. If the Company resolves such issue, then Employee&#146;s
employment
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Page 16 of 31<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">shall not be subject to the Good Reason provisions of this Agreement as to such issue.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) <U>Resignation for Corporate Change</U>. Employee shall be entitled to terminate
Employee&#146;s employment for a Corporate Change (as defined herein) if Employee is not retained
in Employee&#146;s current (or a comparable) position, but only if Employee gives notice of
Employee&#146;s intent to terminate employment within 90&nbsp;days following the effective date of
such Corporate Change (provided that, notwithstanding the foregoing, the Notice of
Termination may not be given later than February&nbsp;13th of the year following the year in
which the Corporate Change occurs). If Employee terminates employment for a Corporate
Change, Employee shall be entitled to the compensation and benefits provided in Section
7(a)(iii)(B). For the purposes of this Agreement, the term &#147;Corporate Change&#148; means a
&#147;change in ownership,&#148; a &#147;change in effective control,&#148; or a &#147;change in the ownership of
substantial assets&#148; of the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) A &#147;change in ownership&#148; of the Company occurs on the date that any one
person, or more than one person acting as a group, acquires ownership of stock of
the Company that, together with stock held by such person or group, constitutes more
than 50% of the total fair market value or total voting power of the stock of the
Company. However, if any one person, or more than one person acting as a group, is
considered to own more than 50% percent of the total fair market value or total
voting power of the stock of the Company, the acquisition of additional stock by the
same person or
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Page 17 of 31<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">persons is not considered to cause a change in ownership of the Company (or to
cause a change in the effective control of the Company (within the meaning of
Section&nbsp;7(v)(B)).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) Notwithstanding that the Company has not undergone a change in ownership
under Section&nbsp;7(v)(A), a &#147;change in effective control&#148; of the Company occurs on the
date that a majority of members of the Board is replaced during any 12-month period
by directors whose appointment or election is not endorsed by a majority of the
members of the Board prior to the date of the appointment or election. For purposes
of this Section&nbsp;7(v)(B), the term &#147;Company&#148; refers solely to the relevant
corporation identified in the opening paragraph of this Agreement, for which no
other corporation is a majority shareholder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) A &#147;change in the ownership of substantial assets&#148; of the Company occurs on
the date that any one person, or more than one person acting as a group, acquires
(or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the Company that have a total
gross fair market value equal to or more than 75% percent of the total gross fair
market value of all of the assets of the Company immediately prior to such
acquisition or acquisitions. For this purpose, &#147;gross fair market value&#148; means the
value of the assets of the Company, or the value of the assets being disposed of,
determined without regard to any liabilities associated with such assets.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->Page 18 of 31<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Notice of Termination</U>. Any purported termination of Employee&#146;s employment by the
Company under Sections&nbsp;7(a)(iii), or by Employee under Section&nbsp;7(a)(i), (iv)&nbsp;or (v), shall be
communicated by written Notice of Termination to the other Party in accordance with Section&nbsp;10.
For purposes of this Agreement, a &#147;<U>Notice of Termination</U>&#148; shall mean a notice that (i)&nbsp;in
the case of termination by the Company, shall set forth in reasonable detail the reason for such
termination of Employee&#146;s employment and the Date of Termination, or (ii)&nbsp;in the case of
resignation by Employee, shall specify in reasonable detail the basis for such resignation and the
Date of Termination. A Notice of Termination given by Employee pursuant to Section&nbsp;7(a)(iv) 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. A Notice of Termination given by Employee pursuant
to Section&nbsp;7(a)(iv) shall be considered effective only after 30&nbsp;days have elapsed since Employee
delivered the applicable Good Reason Notice and the Company has failed to resolve the issue causing
the change in terms or status during such 30&nbsp;day period. Any purported termination for which a
Notice of Termination is required that does not materially comply with this Section 7(b) shall not
be effective.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Date of Termination, Etc.</U> The &#147;<U>Date of Termination</U>&#148; shall mean the date
specified in the Notice of Termination, provided that the Date of Termination shall be at least 15
calendar days, but not more than 45 calendar days, following the date the Notice of Termination is
given. Notwithstanding anything herein to the contrary, if a Notice of Termination is given
pursuant to Section&nbsp;7(a)(v), then the Date of Termination may not be later than February&nbsp;28th
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of the year folloiwng the year in which the Change of Control occurs. In the event Employee
is terminated for Misconduct, the Company may refuse to allow Employee access to the Company&#146;s
offices (other than to allow Employee to collect Employee&#146;s personal belongings under the Company&#146;s
supervision) prior to the Date of Termination. Employee shall not be expected to provide further
services after the Date of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>Mitigation</U>. Employee shall not be required to mitigate the amount of any payment
provided for in this Section&nbsp;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 another employer, except that any severance amounts payable to Employee
pursuant to the Company&#146;s severance plan or policy for employees in general shall reduce the amount
otherwise payable pursuant to Section&nbsp;7(a)(iii)(B).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;<U>Excess Parachute Payments</U>. 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&#146;s employment would, as determined by tax
counsel selected by the Company, constitute an &#147;Excess Parachute Payment&#148; (as defined in Section
280G of the Internal Revenue Code), the Company shall fully &#147;gross up&#148; such payment so that
Employee is in the same &#147;net&#148; after tax position he would have been if such payment and gross up
payments had not constituted Excess Parachute Payments. No payment of a gross up shall occur until
the first business day occurring after the date that is six months after the Date of Termination.
Payment of the gross up
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">will be made no later than the end of Employee&#146;s taxable year next following Employee&#146;s
taxable year in which Employee remits the related taxes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;<U>Consulting Agreement</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Upon expiration of the Term, the Company shall offer to Employee a consulting
agreement (a &#147;<U>Consulting Agreement</U>&#148;), pursuant to which Employee will provide
consulting services to the Company. For the avoidance of doubt, the Company shall have no
monetary obligations under this Section (f)&nbsp;until expiration of the Term. The Company shall
have no obligation under this Section (f)&nbsp;if the Agreement is terminated prior to expiration
of the Term due to Employee&#146;s Misconduct.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) The Consulting Agreement will include the following provisions:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) The Company shall pay to Employee a consulting fee of $300,000 annually,
and the Company shall provide paid group health and dental insurance benefits to
Employee and Employee&#146;s spouse during the Consulting Period (defined below) that are
substantially similar to those that Employee (and Employee&#146;s spouse and dependents)
were receiving during the Term.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) Employee will provide advice and assistance to the Company as reasonably
requested from time to time for 20 hours of service per week during the Consulting
Period. The &#147;Consulting Period&#148; will be five years from the expiration of the Term
(unless Employee elects a lesser period or the Consulting Agreement is earlier
terminated in accordance with its terms).
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) If Employee dies during the Consulting Period, the Consulting Agreement
shall terminate, and the Company shall pay Employee&#146;s surviving spouse (I)&nbsp;an amount
equal to the aggregate consulting fees Employee would have earned had he not died
and continued working during the remainder of the Consulting Period (based on the
consulting fee in effect on the date of such termination), and (II)&nbsp;a lump sum
amount, in cash, equal to the cost for Employee&#146;s spouse to obtain, for the period
commencing on the date of Employee&#146;s death and ending on the earlier to occur of (a)
the date that is 18&nbsp;months following the date of Employee&#146;s death and (b)&nbsp;the end of
the Consulting Period, health and dental insurance benefits covering Employee&#146;s
spouse that are substantially similar to those that Employee&#146;s spouse was receiving
immediately prior to Employee&#146;s death.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D) If Employee shall have been absent from the full-time performance of
Employee&#146;s duties under the Consulting Agreement for 120 consecutive calendar days
as a result of Employee&#146;s incapacity due to a Disability, the Company may terminate
the Consulting Agreement, and the Company shall pay Employee (A)&nbsp;an amount equal to
(x)&nbsp;the aggregate consulting fees Employee would have earned had he not become
Disabled and continued working during the remainder of the Consulting Period (based
on the consulting fee in effect on the date of such termination), <U>minus</U> (y)
the aggregate benefits received by Employee pursuant to
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">any disability insurance covering Employee, and (B)&nbsp;a lump sum amount, in cash,
equal to the cost for Employee to obtain, for the period commencing on the date of
termination and ending on the earlier to occur of (a)&nbsp;the date that is 18&nbsp;months
following the date of termination and (b)&nbsp;the end of the Consulting Period, health
and dental insurance benefits covering Employee (and Employee&#146;s spouse and
dependents) that are substantially similar to those that Employee (and Employee&#146;s
spouse and dependents) were receiving immediately prior to the date of termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(E) The Company may terminate the Consulting Agreement for any reason at any
time upon written notice delivered to Employee in accordance with Section&nbsp;7(b);
<U>provided</U> that, if the Consulting Agreement is terminated by the Company
prior to expiration of the Consulting Period for any reason other than Employee&#146;s
Misconduct or Disability, the following shall occur:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) the Company shall pay to Employee, subject to tax and other
customary withholdings, (x)&nbsp;not later than 15&nbsp;days after the Date of
Termination, a lump sum amount, in cash, equal to the product of (a)
$300,000, <U>multiplied by</U> (b)&nbsp;the remaining portion of the Consulting
Period (in years), and (y)&nbsp;a lump sum amount, in cash, equal to the cost for
Employee to obtain, for the period commencing on the date of termination and
ending on the earlier to occur of (a)&nbsp;the date that is 18&nbsp;months following
the date of termination and (b)&nbsp;the end of the
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">Consulting Period, health and dental insurance benefits covering
Employee (and Employee&#146;s spouse and dependents) that are substantially
similar to those that Employee (and Employee&#146;s spouse and dependents) were
receiving immediately prior to the date of termination; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) Notwithstanding anything to the contrary in this Agreement, in the
event that the Consulting Agreement is terminated because of Misconduct, the
Company shall have no obligations pursuant to this Agreement or the
Consulting Agreement after the the date of termination other than the
payment of any consulting fees accrued and unpaid through the date of
termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Non-exclusivity of Rights</U>. Nothing in this Agreement shall prevent or limit
Employee&#146;s continuing or future participation in any benefit, bonus, incentive, or other plan or
program provided by the Company and for which Employee may qualify, nor shall anything herein limit
or otherwise adversely affect such rights as Employee may have under any Long Term Incentives
granted by the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>Assignability</U>. The obligations of Employee hereunder are personal and may not be
assigned or delegated by Employee 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 of the Company, so long as the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">obligations of the Company under this Agreement remain the obligations of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>Notice</U>. For the purpose of this Agreement, all notices and other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given when
delivered by Federal Express or similar courrier addressed (a)&nbsp;to the Company, at its principal
office address, directed to the attention of the Board with a copy to the Corporate Secretary of
the Company, and (b)&nbsp;to Employee, at Employee&#146;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>Severability</U>. In the event that one or more of the provisions set forth in this
Agreemetn shall for any reason be held to be invalid, illegal, overly broad or unenforceable, the
same shall not affect the validity or enforceability of any other provision of this Agreement, but
this Agreement shall be construed as if such invalid, illegal, overly broad or unenforceable
provisions had never been contained therein; <U>provided</U>, <U>however</U>, that no provision
shall be severed if it is clearly apparent under the circumstances that the Parties would not have
entered into the Agreement without such provision.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U>Successors; Binding Agreement</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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 constitute
Good Reason under Section&nbsp;7(a)(iv); <U>provided</U> 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 &#147;Company&#148; shall include any successor to its business and/or
assets as aforesaid which executes and delivers the Agreement provided for in this Section&nbsp;12 or
which otherwise becomes bound by all terms and provisions of this Agreement by operation of law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;This Agreement and all rights of Employee hereunder shall inure to the benefit of and be
enforceable by Employee&#146;s personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>Miscellaneous</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;No waiver by either Party at any time of any breach by the other Party 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Together with the Nonsolicitation and Noncompete Agreement, this Agreement is an
integration of the Parties&#146; agreement; no agreement or
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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. Without limiting the foregoing, the terms of all prior offer letters and employment
agreements between the Company and Employee are hereby superseded in full and no longer shall have
any force or effect as of the Effective Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Notwithstanding anything herein to the contrary, this Agreement is intended to comply with
Code Section&nbsp;409A and the regulations and other guidance of general applicability thereunder and
shall at all times be interpreted in accordance with such intent such that amounts credited under
this Agreement shall not be taxable until such amounts are distributed in accordance with the terms
of this Agreement. In the event that Employee is a &#147;specified employee&#148; at the Date of
Termination, any amounts that are considered nonqualified deferred compensation for purposes of
Code Section&nbsp;409A and that are distributable because of a separation from service shall be delayed
until the first business day occuring after the date that is six months after the Date of
Termination. Any provision of this Agreement to the contrary is without effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Reimbursements provided for under this Agreement shall be provided in accordance with
policies of the Company established from time to time.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<U>Counterparts</U>. 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U>Arbitration</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Employee 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.
Employee and the Company hereby expressly acknowledge that Employee&#146;s position in the Company and
the Company&#146;s business have a substantial impact on interstate commerce and that Employee&#146;s
development and involvement with the Company and the Company&#146;s business have a national and
international territorial scope commercially. 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. &#167;1, <I>et seq</I>., and shall be submitted for arbitration to the
office of the American Arbitration Association (&#147;<U>AAA</U>&#148;) in a mutually agreed location, on
demand of either Party.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Such arbitration proceedings shall be conducted in accordance with the then-current
Employment Arbitration Rules and Mediation Procedures of the AAA. Each Party shall have the right
to be represented by counsel or other designated representatives. The Parties shall negotiate in
good faith to designate a location for the arbitration and to appoint a mutually acceptable
arbitrator; <U>provided</U>, <U>however</U>, that, in the event that the Parties are unable to
agree upon a location and/or an arbitrator within 30&nbsp;days after the commencement of the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">arbitration proceedings, the AAA shall designate the location for the arbitration and/or
appoint the arbitrator, as applicable. 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
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 a decision of the arbitrator for specific performance
of any of the requirements of this Agreement. The provisions of this Section&nbsp;15 shall survive and
continue in full force and effect subsequent to and notwithstanding expiration or termination of
this Agreement for any reason. Employee 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
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Section&nbsp;15 do not preclude Employee from filing a complaint with any federal, state, or other
governmental administrative agency, if applicable.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the Parties have executed this Agreement on December&nbsp;31, 2008, effective
for all purposes as of the Effective Date.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>THE SHAW GROUP INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">&nbsp;/s/ Clifton S. Rankin</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Clifton S. Rankin&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;General Counsel and Corporate Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>EMPLOYEE</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR style="font-size: 18pt">
    <TD width="35%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">
<DIV style="margin-left:0px; text-indent:-0px">
/s/ Dorsey Ron McCall
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Dorsey Ron McCall
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT A</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U>Form of Nonsolicitation and Noncompete Agreement</U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See attached.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>



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