Exhibit 10.64**EMPLOYMENT AGREEMENT**     This Employment Agreement (“Agreement”) is entered into effectiveas of July 3, 2007 (the “Effective Date”), by and between The ShawGroup Inc., a Louisiana corporation (collectively with its affiliates andsubsidiaries hereinafter referred to as, the “Company”), and RoyMontgomery Glover (“Employee”). The Company and Employee shall hereinafter bereferred to collectively as the “Parties”.     **WHEREAS,**the Company employs Employee and desires to continue suchemployment relationship, and Employee desires to continue such employmentrelationship.     **NOW, THEREFORE,**in consideration of the mutual covenants,representations, warranties and agreements contained herein, and for othervaluable consideration, the receipt and adequacy of which are herebyacknowledged, the Parties agree as follows:     1. Employment. The Company hereby continues its employment ofEmployee, and Employee hereby accepts continued employment by the Company, onthe terms and conditions set forth in this Agreement.     2. Term of Employment. Subject to the provisions for earliertermination provided in this Agreement, the term of this Agreement (the“Term”) shall be two (2) years commencing on the Effective Date andshall be automatically renewed on each day following the Effective Date so thaton any given day the unexpired portion of the Term of this Agreement shall betwo (2)
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years. Notwithstanding the foregoing provision, at any time after the EffectiveDate, the Company or Employee may give written notice to the other Party that theTerm shall not be further renewed from and after a subsequent date specified insuch notice (the “fixed term date”), in which event the Term shall becomefixed, and this Agreement shall terminate on the second anniversary of such fixedterm date.     3. Employee’s Duties.          (a) During the Term, Employee shall serve as the President of the Fossil Groupof the Power Division of the Company, or such other similar position as the Partiesmay mutually agree, with such duties and responsibilities as may from time to timebe assigned to him by the Board of Directors of the Company (the “Board”)or the Chief Executive Officer of the Company, provided that such duties areconsistent with the customary duties of such position(s).          (b) Employee agrees to devote his full attention and time during normalbusiness hours to the business and affairs of the Company and to use reasonablebest efforts to perform faithfully and efficiently his duties and responsibilities.Employee shall not, either directly or indirectly, enter into any business oremployment with or for any Person (defined below) other than the Company during theTerm; provided, however, that Employee shall not be prohibited frommaking financial investments in any other company orbusiness or from serving on the board of directors of any other company,
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subject in each case to the provisions set forth in the Nonsolicitation andNoncompete Agreement (defined below) and the Company’s Code of Conduct or similarguidelines. For the purposes of this Agreement, the term “Person” shall mean anyindividual, corporation, limited or general partnership, limited liability company,joint venture, association, trust or other entity or organization, whether or not alegal entity. Employee shall at all times observe and comply with all lawfuldirections and instructions of the Board.     4. Compensation.          (a) Base Compensation. For services rendered by Employee under thisAgreement, the Company shall pay to Employee a base salary (“BaseCompensation”) of $500,000 per annum, payable in accordance with theCompany’s customary pay periods and subject to customary withholdings. The amount ofBase Compensation will be reviewed by the Board on an annual basis as of the closeof each fiscal year of the Company and may be increased as the Board may deemappropriate. In the event the Board deems it appropriate to increase Employee’sannual base salary, said increased amount shall thereafter be the Base Compensationfor the purposes of this Agreement. Employee’s Base Compensation, as increased fromtime to time, may not be decreased unless agreed to by Employee. Nothing containedherein shall prevent the Board from paying additional compensation to Employee inthe form of bonuses or otherwise during the Term.
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          (b) Minimun Annual Bonus. During the Term, Employee will be eligibleto participate in the Company’s discretionary management incentive program as establishedby the Board (as the same may be amended from time to time); provided that Employee’sannual bonus shall be not less than $250,000.          (c) Retention Amount. As additional consideration for this Agreement, aswell as the Nonsolicitation and Noncompete Agreement, the Company agrees to place the sumof $1,000,000 in an interest bearing account, which will be invested in accordance withthe Company’s deferred compensation policy (such amount, plus any interest or otherearnings accruing thereon, the “Retention Amount”). In the event that Employeevoluntarily terminates employment with the Company or is terminated for “Misconduct” (asdefined below) prior to the completion of four (4) years of continuous employmentcommencing on the Effective Date, Employee shall forfeit all rights to any portion of theRetention Amount. In the event that Employee completes four (4) years of continuousemployment commencing on the Effective Date or is terminated by the Company for anyreason other than Misconduct prior to such time, Employee shall receive the RetentionPayment not later than fifteen (15) days after the fourth anniversary of the EffectiveDate or such earlier Date of Termination (defined below). Employee shall be responsiblefor all applicable taxes in respect of the Retention Amount.
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          (d) Long Term Incentive Awards.          (i) Not later than December 31 of each year during the Term, pursuant to theCompany’s customary long term incentive award process, Employee will be grantedshares in the Company with an aggregate value of $1,000,000, which will be dividedequally between option shares and restricted shares. The actual number of shareswill be determined as follows:          (A) for restricted shares, $500,000 divided by the closing price on thedate of grant; and          (B)for option shares, $500,000 divided by the Black-Scholes valuationmodel as applied to the closing price on the date of grant.The grant of restricted shares will vest in annual installments of 25% each, withfull vesting after four years. The grant of options will vest in annualinstallments of 25% each, with full vesting after four years.          (ii) All stock-based awards are subject to shareholders approval of shares tobe allocated to the Company’s Long Term Incentive plan and granted under thestrict purview of the Compensation Committee of the Board. Upon the resignationfor Good Reason as defined in Section 7(a)(v), death or discharge as defined inSections 7(a)(ii) and (a)(iii)(A), or disability as defined in Section 7(a)(iv),Employee shall be considered as immediately and totally vested in any and all
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option shares, restricted shares or other similar awards previously made to Employee by theCompany under any Long Term Incentive plan duly adopted by the Board (such option shares,restricted shares or similar awards are hereinafter collectively referred to as “LongTerm Incentives”). In the event that the Long Term Incentives become vested underthis Section 4(d)(ii), Employee will be allowed not less than one year from the date of suchvesting in which to exercise such Long Term Incentives if such “exercise” is necessary.     5. Additional Benefits. In addition to the Compensation provided for in Section 4,Employee shall be entitled to the following:     (a) Expenses. The Company shall, in accordance with any rules and policies thatit may establish from time to time for its executive officers, reimburse Employee forbusiness expenses reasonably incurred in the performance of Employee’s duties. It isunderstood that Employee is authorized to incur reasonable business expenses for promotingthe business of the Company, including reasonable expenditures for travel, lodging, meals andclient or business associate entertainment. Request for reimbursement for such expenses mustbe accompanied by appropriate documentation.     (b) Vacation. Employee shall be entitled to four (4) weeks of vacation per year,without any loss of compensation or benefits.
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     (c)General Benefits. Employee shall be entitled to participate in (i) thevarious Employee benefit plans or programs provided to the Employees of the company ingeneral, including but not limited to, health (including ExecuCare), dental, disability,401K, and life insurance plans, and (ii) the Flexible Perquisites Plan, which is reserved forselected executives and provides reimbursement for a choice of certain benefits of 4% ofEmployee’s Base Compensation in each calendar year. (A menu of available benefits will beprovided.) Benefits are subject to the eligibility requirements with respect to each of suchbenefit plans or programs, and such other benefits or perquisites as may be approved by theBoard during the Term. Nothing in this Section 5(c) shall be deemed to prohibit the Companyfrom making any changes in any of the plans, programs orbenefits described in this Section 5(c), provided the change similarly affects all executiveofficers of the Company that are similarly situated.6.Nonsolicitation and Noncompete.          (a) Employee hereby acknowledges that the Company possesses certain Confidential Informationthat is peculiar to the businesses in which the Company is or may be engaged. Employee herebyaffirms that such Confidential Information is the exclusive property of the Company and that theCompany has proprietary interests in such Confidential information. For the purposes of thisAgreement, the term “Confidential Information” shall mean any and all information of any natureand in any form that at the time or times
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concerned is not generally known to Persons (defined below) (other than the Company) that areengaged in businesses similar to that conducted or contemplated by the Company (other than by theact or acts of an employee not authorized by the Company to disclose such information) which mayinclude, without limitation, the Company’s existing and contemplated products and services; theCompany’s purchasing, accounting, marketing and merchandising methods or practices; the Company’sdevelopment data, theories of application and/or methodologies; the Company’s customer/clientcontact and/or supplier information files; the Company’s existing and contemplated policies and/orbusiness strategy; any and all samples and/or materials submitted to Employee by the Company; andany and all directly and indirectly related records, documents, specifications, data and otherinformation with respect thereto. Employee further acknowledges by signing this Agreement that theCompany has expended much time, cost and difficulty in developing and maintaining the Company’scustomers.          (b) Employee shall (i) use the Confidential Information solely for the purpose of performinghis duties on behalf of the Company and for no other purpose whatsoever, (ii) not, directly orindirectly, at any time during or after his employment by the Company, disclose ConfidentialInformation to any other Person (except to the Company’s officers in connection with his duties onbehalf of the Company) or use or otherwise exploit Confidential Information to the detriment ofthe Company, and (iii} not lecture on or publish articles with
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respect toConfidential Information. In the event of a breach or threatened breach of theprovisions of this Section 6(b), the Company shall be entitled, in addition to any other remediesavailable to the Company, to an injunction restraining Employee from disclosing such ConfidentialInformation.          (c) Upon termination of employment of Employee for whatever reason, Employee shall surrenderto the Company any and all documents, manuals, correspondence, reports, records and similar itemsthen or thereafter coming into the possession of Employee which contain any ConfidentialInformation.          (d) Employee agrees that, as part of the consideration for this Agreement and as an integralpart hereof, Employee has executed, delivered and agreed to be bound by the Nonsolicitation andNoncompete Agreement attached hereto as Exhibit A, as well as any subsequent addenda thereto.     7. Termination.     (a) This Agreement may be terminated prior to the end of the Term as set forth below:          (i)Resignation (other than for Good Reason). Employee may resign, includingby reason of retirement, his position at any time by providing written notice ofresignation to the Company. In the event of such resignation (except in the case ofresignation for Good Reason (defined below)), this Agreement shall terminate, and Employeeshall not be entitled to further compensation pursuant to this Agreement other
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than the payment of any unpaid Base Compensation accrued hereunder as of the date of Employee’sresignation.          (ii) Death. If Employee’s employment is terminated due to Employee’s death, anybenefit payable pursuant to the Company’s benefit plans will be paid to Employee’s survivingspouse or estate, and one (1) year of paid group health and dental insurance benefits shall beprovided by the Company to Employee’s surviving spouse and minor children. Employee shall beconsidered as immediately and totally vested in any and all Long Term Incentives previouslygranted to Employee by the Company, and Employee’s surviving spouse or estate will receive theRetention Amount in accordance with Section 4(c). After said payments and provision of insurancebenefits, this Agreement shall terminate, and the Company shall have no obligations to Employee orEmployee’s legal representatives with respect to this Agreement other than the payment of anyunpaid Base Compensation accrued hereunder as of the date of Employee’s death.          (iii) Discharge.            (A) The Company may terminate Employee’s employment for any reason at any time uponwritten notice delivered to Employee. In the event that Employee’s employment isterminated during the Term by the Company for any reason other than Employee’s Misconductor Disability (both as defined below),
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then the Company (1) shall pay in lump sum in cash to Employee, within thirty (30) days followingthe Date of Termination, an amount equal to the product of (x) Employee’s Base Compensation as ineffect immediately prior to the Date of Termination, multiplied by (y) the remainingportion of the Term, (2) for the remaining portion of the Term, the Company, at its cost, shallprovide or arrange to provide to Employee (and, as applicable, Employee’s dependents} disability,accident and group health insurance benefits substantially similar to those that Employee (andEmployee’s dependents) were receiving immediately prior to the Date of Termination; provided,however, that the welfare benefits otherwise receivable by Employee pursuant to this clause (2)shall be reduced to the extent comparable welfare benefits are actually received by Employee(and/or Employee’s dependents) during such period under any other employer’s welfare plan(s) orprogram(s), with Employee being obligated to promptly disclose to the Company any such comparablewelfare benefits, (3) Employee shall be considered as immediately and totally vested in any and allLong Term Incentives previously granted to Employee by Company, and (4) Employee will receive theRetention Amount in accordance with Section 4(c).
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     (B) Notwithstanding anything to the contrary in this Agreement, in the eventEmployee is terminated because of Misconduct, the Company shall have no obligations pursuant tothis Agreement after the Date of Termination other than the payment of any unpaid BaseCompensation accrued through the Date of Termination. As usedherein, “Misconduct” means (1)any willful breach or habitual neglect of duty or Employee’s material and continued failure tosubstantially perform his duties with the Company (other than any such failure resulting fromEmployee’s incapacity due to physical or mental illness) after written notice to Employee whichspecifies the alleged breach, negligence or failure and thirty (30) days to cure;(2) the misappropriation or attempted misappropriation of a material business opportunityof the Company, including attempting to secure any personal profit in connection with enteringinto any transaction on behalf of the Company, after written notice to Employee which specifiesthe alleged misappropriation or attempted misappropriation; (3) the intentional misappropriation orattempted misappropriation of any of the Company’s funds or property; or (4)(A) conviction ofEmployee for a felony offense or (B) Employee engaging in conduct involving fraud or dishonesty;provided that, in the event of (B), the Company will provide notice to the Employee
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that specifies the conduct and the Employee shall be providedthirty (30) days to respond to such notice.     (iv)Disability. If Employee shall have been absent from the full-time performance ofEmployee’s duties with the Company for one hundred twenty (120) consecutive calendar days as aresult of Employee’s incapacity due to physical or mental illness, Employee’s employment may beterminated by the Company for “Disability,” and Employee shall not be entitled to furthercompensation pursuant to this Agreement, except that Employee shall (1) be paid monthly (but onlyfor up to a twelve (12) month period beginning with the Date of Termination) the amount by whichEmployee’s monthly Base Compensation exceeds the monthly benefit received by Employee pursuant toany disability insurance covering Employee, (2) continue to receive paid group health and dentalinsurance benefits for Employee and Employee’s dependents for the twelve (12) month periodbeginning with the Date of Termination, (3) be considered as immediately and totally vested in anyand all Long Term Incentives previously granted to Employee by Company, and (4) receive theRetention Amount in accordance with Section 4(c).     (v)Resignation for Good Reason. Employee shall be entitled to terminate hisemployment for Good Reason (as defined herein). If Employee terminates his employment for GoodReason, he shall be entitled to the compensation and benefits provided in Section
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7(a)(iii)(A). “Good Reason” shall mean the occurrence of any of the following circumstances withoutEmployee’s express written consent unless such breach or circumstance is fully corrected prior tothe Date of Termination specified in the Notice of Termination given in respect thereof:     (A) the material breach of any of the Company’sobligations under this Agreement without Employee’s expresswritten consent;     (B) the assignment to Employee of any dutiesmaterially inconsistent with Employee’s position;     (C) the failure by the Company to pay to Employeeany portion of Employee’s compensation on the date suchcompensation is due;     (D) the failure by the Company to continue toprovide Employee with benefits substantially similar to thoseenjoyed by other executive officers who have entered into similaremployment agreements with Employer under any of theCompany’s medical, health, accident, and/or disability plans inwhich Employee was participating immediately prior to such time;     (E) the failure of the Company to obtain asatisfactory agreement from any successor to assume and agree toperform this Agreement, as contemplated in Section 12; or
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     (F) the occurrence of any Corporate Change (as defined below), but only if Employeegives notice of his intent to terminate his employment within ninety (90) days followingthe effective date of such Corporate Change. A “Corporate Change” shall occur if (1) in theevent that (x) the Company shall not be the surviving entity in any merger or consolidation(or survives only as a subsidiary of another entity), or (y) the Company sells all orsubstantially all of its assets to any other person or entity (other than a wholly-ownedsubsidiary), and in the case of (x) or (y) Employee is not retained in his position oranother comparable position, or (2) the Company is dissolved and liquidated.     (b) Notice of Termination. Any purported termination of Employee’s employment by theCompany under Sections 7(a)(iii)(B) or