**Exhibit 10.19****EMPLOYMENT AGREEMENT**     This Employment Agreement (“Agreement”) is entered into effective as of August 12, 2003 by andbetween The Shaw Group Inc., a Louisiana corporation (collectively with the affiliates andsubsidiaries hereinafter referred to as “Company”), and Richard F. Gill (“Employee”) and supercedesthe Employment Agreement of May 5, 2000 as amended January 10, 2001.     **WHEREAS**, the Company employs Employee and desires to continue such employment relationship andEmployee desires to continue such employment;     **NOW, THEREFORE,**in consideration of the mutual covenants, representations, warranties, andagreements contained herein, and for other valuable consideration, the receipt and adequacy ofwhich are hereby acknowledged, the parties agree as follows:     1. Employment. The Company hereby employs Employee, and Employee hereby acceptsemployment by the Company, on the terms and conditions set forth in this Agreement.     2. Term of Employment. Subject to the provisions for earlier termination provided inthis Agreement, the term of this agreement (the “Term”) shall be three (3) years commencing on thedate hereof, and shall be automatically renewed on each day following the date hereof so that onany given day the unexpired portion of the Term of this Agreement shall be three (3)years. Notwithstanding the foregoing provision, at any time after the date
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hereof the Companyor Employee may give written notice to the other party that the Term of this Agreement shall not befurther renewed from and after a subsequent date specified in such notice (the “fixed term date”),in which event the Term of this Agreement shall become fixed and this Agreement shall terminate onthe third anniversary of the fixed term date.     3. Employee’s Duties. During the Term of this Agreement, Employee shall serve asExecutive Vice President and Chairman of the Executive Committee of the Company, with such dutiesand responsibilities as may from time to time be assigned to him by the board of directors of theCompany (the “Board”), provided that such duties are consistent with the customary duties of suchposition.     Employee agrees to devote his full attention and time during normal business hours to thebusiness and affairs of the Company and to use reasonable best efforts to perform faithfully andefficiently his duties and responsibilities. Employee shall not, either directly or indirectly,enter into any business or employment with or for any person, firm, association or corporationother than the Company during the Term of this Agreement; provided, however, that Employee shallnot be prohibited from making financial investments in any other company or business or fromserving on the board of directors of any other company. Employee shall at all times observe andcomply with all lawful directions and instructions of the Board.     4. Base Compensation. For services rendered by Employee under this Agreement, theCompany shall pay to Employee a base salary (“Base
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Compensation”) of $450,000.00 per annum payablein accordance with the Company’s customary pay periods and subject to customary withholdings. Theamount of Base Compensation may be reviewed by the Board on an annual basis as of the close of eachfiscal year of the Company and may be increased as the Board may deem appropriate. In the event theBoard deems it appropriate to increase Employee’s annual base salary, said increased amount shallthereafter be the “Base Compensation”. Employee’s Base Compensation, as increased from time totime, may not thereafter be decreased unless agreed to by Employee. Nothing contained herein shallprevent the Board from paying additional compensation to Employee in the form of bonuses orotherwise during the Term of this Agreement.     5. Additional Benefits. In addition to the Base Compensation provided for in Section 4herein, Employee shall be entitled to the following:     (a) Expenses. The Company shall, in accordance with any rules andpolicies that it may establish from time to time for executive officers, reimburseEmployee for business expenses reasonably incurred in the performance of his duties.It is understood that Employee is authorized to incur reasonable business expensesfor promoting the business of the Company, including reasonable expenditures fortravel, lodging, meals andclient or business associate entertainment. Request for reimbursement for suchexpenses must be accompanied by appropriate documentation.
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     (b) Reserved.     (c) Vacation. Employee shall be entitled to four (4) weeks of vacationper year, without any loss of compensation or benefits. Employee shall be entitledto carry forward any unused vacation time.     (d) General Benefits. Employee shall be entitled to participate in thevarious employee benefit plans or programs provided to the employees of the companyin general, including but not limited to, health, dental, disability, 401K and lifeinsurance plans, subject to the eligibility requirements with respect to each ofsuch benefit plans or programs, and such other benefits or perquisites as may beapproved by the Board during the Term of this Agreement. Nothing in this paragraphshall be deemed to prohibit the Company from making any changes in any of the plans,programs or benefits described in this Section 5, provided the change similarlyaffects all executive officers of the Company similarly situated.     (e) Options. Upon the resignation for Good Reason as defined inSection 7 (e), discharge as defined in Section 7 (c) (i), ordisability as defined in Section 7 (d), Employee shall be considered asimmediately and totally vested in any and all stock options or other similar awardspreviously made to Employee by the Company or its subsidiaries under a “Long TermIncentive Plan”
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duly adopted by the Board (such options or similar awards arehereinafter collectively referred to as “Options”). In the event that the Optionsbecome vested under this paragraph, employee will be allowed not less than one yearfrom the date of such vesting in which to exercise such options.  6. Confidential Information. Employee, during the Term, may have access to and becomefamiliar with confidential information, secrets and proprietary information concerning the businessand affairs of the Company. As to such confidential information, Employee agrees as follows:     (a) During the employment of Employee with the Company and thereafter Employeewill not, either directly or indirectly, disclose to any third party without thewritten permission of the Company, nor use in any way (except as required in thecourse of his employment with the Company) any confidential information, secret orproprietary information of the Company. In the event of a breach or threatenedbreach of the provisions of this Section 6 (a), the Company shall be entitled, inaddition to any other remedies available to the Company, to aninjunction restraining Employee from disclosing such confidential information.     (b) Upon termination of employment of Employee, for whatever reason, Employeeshall surrender to the Company any and all documents, manuals, correspondence,reports, records and
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similar items then or thereafter coming into the possession ofEmployee which contain any confidential, secret or proprietary information of theCompany.7. Termination This Agreement may be terminated prior to the end of its Term as setforth below:     (a) Resignation (other than for Good Reason). Employee may resign,including by reason of retirement, his position at any time by providing writtennotice of resignation to the Company in accordance with Section 11 hereof. In theevent of such resignation, except in the case of resignation for Good Reason (asdefined below), this Agreement shall terminate and Employee shall not be entitled tofurther compensation pursuant to this Agreement other than the payment of any unpaidBase Compensation accrued hereunder as of the date of Employee’s resignation.     (b) Death. If Employee’s employment is terminated due to his death, one(1) year of Employee’s Base Compensation shall bepaid by the Company in lump sum in cash within thirty (30) days afterEmployee’s death to Employee’s surviving spouse or estate, and one (1) year of paidgroup health and dental insurance benefits shall be provided by the Company toEmployee’s surviving spouse and the minor children, and after said payments andprovision of insurance benefits, this Agreement shall terminate and the
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Companyshall have no obligations to Employee or his legal representatives with respect tothis Agreement other than the payment of any unpaid Base Compensation previouslyaccrued hereunder.     (c) Discharge.     (i) The Company may terminate Employee’s employment for any reason atany time upon written notice thereof delivered to Employee in accordancewith Section 11 hereof. In the event that Employee’s employment isterminated during the Term by the Company for any reason other than hisMisconduct or Disability (both as defined below), then (A) the Company shallpay in lump sum in cash to Employee, within fifteen (15) days following thedate of termination, an amount equal to the product of (i) Employee’s BaseCompensation as in effect immediately prior to Employee’s termination,multiplied by (ii) theRemaining Term, (B) for the Remaining Term, the Company, at its cost,shall provide or arrange to provide Employee (and, as applicable, Employee’sdependents) with disability, accident and group health insurance benefitssubstantially similar to those which Employee (and Employee’s dependents)were receiving immediately prior to Employee’s termination; however, thewelfare benefits otherwise
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receivable by Employee pursuant to this clause(B) shall be reduced to the extent comparable welfare benefits are actuallyreceived by Employee (and/or Employee’s dependents) during such period underany other employer’s welfare plan(s) or program(s) , with Employee beingobligated to promptly disclose to the Company any such comparable welfarebenefits, (C) in addition to the aforementioned compensation and benefits,the Company shall pay in lump sum in cash to Employee within fifteen (15)days following the date of termination an amount equal to the product of (i)Employee’s highest bonus paid by the Company during the most recent two (2)years immediately prior to the Date of Termination, multiplied by (ii) theRemaining Term, and (D) Employee shall be considered as immediately andtotallyvested in any and all Options previously made to Employee by Company orits subsidiaries.     (ii) Notwithstanding the foregoing provisions of this Section 7, in theevent Employee is terminated because of Misconduct, the Company shall haveno obligations pursuant to this Agreement after the Date of Terminationother than the payment of any unpaid Base Compensation accrued through theDate of Termination. As used herein, “Misconduct” means (a) the continuedfailure by Employee to
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substantially perform his duties with the Company(other than any such failure resulting from Employee’s incapacity due tophysical or mental illness or any such actual or anticipated failure afterthe issuance of a Notice of Termination by Employee for Good Reason), aftera written demand for substantial performance is delivered to Employee by theBoard, which demand specifically identifies the manner in which the Boardbelieves that Employee has not substantially performed his duties, (b)the-engaging by Employee in conduct which is demonstrably and materiallyinjurious to the Company, monetarily or otherwise (other than such conductresulting from Employee’s incapacity due to physical or mental illness orany such actual oranticipated conduct after the issuance of a Notice of Termination byEmployee for Good Reason), or (c) Employee’s conviction for the commissionof a felony. Anything contained in this Agreement to the contrarynotwithstanding, the Chief Executive officer of the Company shall have thesole power and authority to terminate the employment of Employee on behalfof the Company.     (d) Disability. If Employee shall have been absent from the full-timeperformance of Employee’s duties with the Company for ninety (90) consecutivecalendar days as a result of Employee’s
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incapacity due to physical or mentalillness, Employee’s employment may be terminated by the Company for “Disability” andEmployee shall not be entitled to further compensation pursuant to this Agreement,except that Employee shall (1) be paid monthly (but only for up to a twelve (12)month period beginning with the Date of Termination) the amount by which Employee’smonthly Base Compensation exceeds the monthly benefit received by Employee pursuantto any disability insurance covering Employee; (2) continue to receive paid grouphealth and dental insurance benefits for Employee and his dependents for up totwelve (12) month period beginning with Date of Termination; and (3) be consideredas immediately and totally vested in any and alloptions previously granted to Employee by Company or its subsidiaries.     (e) Resignation for Good Reason. Employee shall be entitled toterminate his employment for Good Reason as defined herein. If Employee terminateshis employment for Good Reason he shall be entitled to the compensation and benefitsprovided in Paragraph 7 (c) (i) hereof. “Good Reason” shall mean the occurrence ofany of the following circumstances without Employee’s express written consent unlesssuch breach or circumstances are fully corrected prior to the Date of Terminationspecified in the Notice of Termination given in respect hereof:
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     (1) the material breach of any of the Company’s obligations under thisAgreement without Employee’s express written consent,     (2) the continued assignment to Employee of any duties inconsistentwith the office of Executive Vice President and Chairman of the ExecutiveCommittee;     (3) the failure by the Company to pay to Employee any portion ofEmployee’s compensation on the date such compensation is due;     (4) the failure by the Company to continue to provide Employee withbenefits substantially similar to those enjoyedby other executive officers who have entered into similar employmentagreements with Employer under any of the Company’s medical, health,accident, and/or disability plans in which Employee was participatingimmediately prior to such time; or     In addition, the occurrence of any Corporate Change (as defined below), shallconstitute “Good Reason” hereunder, but only if Employee gives notice of his intentto terminates his employment within ninety (90) days following the effective date ofsuch Corporate Change.     A “Corporate Change” shall occur if (i) the Company shall not be the survivingentity in any merger or consolidation (or survives
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only as a subsidiary of anotherentity), (ii) the Company sells all or substantially all of its assets to any otherperson or entity (other than a wholly-owned subsidiary), (iii) the Company is to bedissolved and liquidated, (iv) when any “person” as defined in Section 3(a)(9) ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as used inSections 13 (d) and 14 (d) thereof, including a “group” as defined in Section 13 (d)of the Exchange Act but excluding any 10% or larger shareholder of record of theCompany as of January 10, 2000, directly or indirectly, becomes the “beneficialowner” (as defined in Rule 13d-3under the Exchange Act, as amended from time to time), of securities of theCompany representing 20% or more of the combined voting power of the Company’s thenoutstanding securities which are entitled to vote with respect to the election ofthe directors of the Company; or (v) as a result of or in connection with acontested election the members of the Board as of the date of this Agreement shallcease to constitute a majority of the Board. “Contested” as used herein shall notinclude election by a majority of the current Board.     (f) Notice of Termination. Any purported termination of Employee’semployment by the Company under Sections 7(c)(ii) or 7(d), or by Employee underSection 7(e), shall be communicated by written Notice of Termination to the otherparty hereto in
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accordance with Section 11 hereof. For purposes of this Agreement, a“Notice of Termination” shall mean a notice which, if by the Company and is forMisconduct or Disability, shall set forth in reasonable detail the reason for suchtermination of Employee’s employment, or in the case of resignation by Employee forGood Reason, said notice must specify in reasonable detail the basis for suchresignation. A Notice of Termination given by Employee pursuant to Section 7(e)shall be effective even if given after the receipt by Employee of notice that theBoard has set a meeting toconsider terminating Employee for Misconduct. Any purported termination forwhich a Notice of Termination is required which is not effected pursuant to thisSection 7(f) shall not be effective.     (g) Date of Termination, Etc. “Date of Termination” shall mean thedate specified in the Notice of Termination, provided that the Date of Terminationshall be at least 15 days following the date the Notice of Termination is given.Notwithstanding the foregoing, in the event Employee is terminated for Misconduct,the Company may refuse to allow Employee access to the Company’s offices (other thanto allow Employee to collect his personal belongings under the Company’ssupervision) prior to the Date of Termination.     (h) Mitigation. Employee shall not be required to mitigate the amountof any payment provided for in this Section 7 by seeking other employment orotherwise, nor shall the amount of
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any payment provided for in this Agreement bereduced by any compensation earned by Employee as a result of employment by anotheremployer, except that any severance amounts payable to Employee pursuant to theCompany’s severance plan or policy for employees in general shall reduce the amountotherwise payable pursuant to Sections 7(c)(i) or 7(e).     (i) Excess Parachute Payments. Notwithstanding anything in thisAgreement to the contrary, to the extent that anypayment or benefit received or to be received by Employee hereunder inconnection with the termination of Employee’s employment would, as determined by taxcounsel selected by the Company, constitute an “Excess Parachute Payment” (asdefined in Section 280G of the Internal Revenue Code), the Company shall fully“gross-up” such payment so that Employee is in the same “net” after-tax position hewould have been if such payment and gross-up payments had not constituted ExcessParachute Payments.  8. Non-Compete.  8.1 No Other Activities. Employer agrees that during the term of this Agreement, heshall not, directly or indirectly, represent or otherwise engage in or participate in, the businessor ventures of any person, firm, partnership, association, or corporation other than the Company,without first obtaining the written consent of the Company. Employee further agrees that duringthe term
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of this Agreement, he shall not, directly or indirectly, solicit or attempt to solicit anyproducts or agreements for the purpose of using the products or agreements in the formation of abusiness outside of the Company, regardless of whether any such products or the subject of suchagreements are then being handled by the Company.     8.2 Non-Disclosure. Employee further agrees that he will not, during or after theterm of his employment, disclose to any person, firm, partnership,association, or corporation, the names and addresses of any past or present customers, orprospective customers, of the Company, any of their methods or practices of obtaining business,their trade secrets, consultant contracts and the details thereof, their pricing policies, theiroperational methods, their marketing plans or strategies, their business acquisition plans and allother information pertaining to the business of the Company that is not publicly available.Employee agrees to keep all information gained as a result of his relationship with the Company ona confidential basis and shall not disclose that information to anyone not authorized by theCompany to receive information. If Employee should cease, either voluntarily or involuntarily, tobe an employee of the Company, he hereby expressly agrees that, for a period of two (2) yearsfollowing termination of his employment, he shall not assist any competitor or prospectivecompetitor located in the territories serviced by the Company (as set forth in Attachment 1 orotherwise) during his employment in any way detrimental to the Company through the use of anyinformation gained as a result of his employment with the Company. Employee agrees that
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allcomputer programs, print-outs, customer lists, methods, forms, systems and procedures used by theCompany constitute the exclusive property and will remain the exclusive property of the Company andagrees that he will not disclose any of these matters without the prior written permission of theCompany.     8.3 Non-Solicitation, etc. In further consideration of the other terms andprovisions of this Agreement, and to protect the vital interests of the Company, upon terminationof his employment for any reason, for a period of two (2) years after the termination of hisemployment, Employee agrees and binds himself that he shall not, directly or indirectly, or as amember, shareholder, officer, director, consultant or employee of any other person or entity,compete with the Company or own, manage, operate, join, control or participate in the ownership,management, operation, or control of, or become employed by, consult or advise, or be connected inany manner with any business or activity which is in actual, direct or indirect competition oranticipated competition with the Company, within those counties, parishes, municipalities or otherplaces listed in Attachment 1 annexed hereto and made a part hereof, so long as the Company, orcarries on the business presently conducted by the Company, being the supply of industrial pipingsystems for new construction and retrofit projects, which includes design and engineering services,piping system fabrication, manufacturing and sale of specialty pipe fittings, design andfabrication of pipe support systems and industrial and commercial construction and maintenance.Not by way of limitation or
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exclusion, Employee shall not, within the aforesaid locations andduring the aforesaid time period, call upon, solicit, advise or otherwise do, or attempt to do,business with any customers or distributors of the Company, with whom the Company had any dealingsduring the period of Employee’s employmenthereunder or take away or interfere or attempt to interfere with any custom, trade, business orpatronage of the Company, or interfere with or attempt to interfere with any officers, employees,distributors, representatives or agents of the Company, or employ or induce or attempt to induceany of them to leave the employ of the Company or violate the terms of their contracts, or anyemployment arrangements, with the Company. Employee acknowledges and agrees that any breach of theforegoing covenant not to compete would cause irreparable injury to the Company and that the amountof injury would be impossible or difficult to fully ascertain. Employee agrees that the Companyshall, therefore, be entitled to obtain an injunction restraining any violation, further violationor threatened violation of the covenant not to compete hereinabove set forth, in addition to anyother remedies that the Company may pursue.     8.4 Duration. If the two (2) year period referred to in any of this Article 8 shallbe finally determined by a court to exceed the maximum period which is permissible by applicablelaw, the said period shall be reduced to the maximum period permitted by such law.     9. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limitEmployee’s continuing or future participation in any benefit, bonus,
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incentive, or other plan orprogram provided by the Company or any of its affiliated companies and for which Employee mayqualify, nor shall anythingherein limit or otherwise adversely affect such rights as Employee may have under any Optionswith the Company or any of its affiliated companies.     10. Assignability. The obligations of Employee hereunder are personal and may not beassigned or delegated by him or transferred in any manner whatsoever, nor are such obligationssubject to involuntary alienation, assignment or transfer. The Company shall have the right toassign this Agreement and to delegate all rights, duties and obligations hereunder, either in wholeor in part, to any parent, affiliate, successor or subsidiary organization or company of theCompany, so long as the obligations of the Company under this Agreement remain the obligations ofthe Company.     11. Notice. For the purpose of this Agreement, notices and all other communicationsprovided for in this Agreement shall be in writing and shall be deemed to have been duly given whendelivered or mailed by United States registered mail, return receipt requested, postage prepaid,addressed to the Company at its principal office address, directed to the attention of the Boardwith a copy to the Secretary of the Company, and to Employee at Employee’s residence address on therecords of the Company or to such other address as either party may have furnished to the other inwriting in accordance herewith except that notice of change of address shall be effective only uponreceipt.
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  12. Validity. The invalidity or unenforcability of any provision of this Agreementshall not affect the validity or enforceability of any other provision of this Agreement, whichshall remain in full force and effect.  13. Successors; Binding Agreement.     (a) The Company will require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of thebusiness and/or assets of the Company to expressly assume and agree to perform thisAgreement in the same manner and to the same extent that the Company would berequired to perform it if no such succession had taken place. Failure of the Companyto obtain such agreement prior to the effectiveness of any such succession shall bea breach of this Agreement and shall entitle Employee to compensation from theCompany in the same amount and on the same terms as he would be entitled tohereunder if he terminated his employment for Good Reason, except that for purposesof implementing the foregoing, the date on which any such succession becomeseffective shall be deemed the Date of Termination. As used herein, the term“Company” shall include any successor to its business and/or assets as aforesaidwhich executes and delivers the Agreement provided for in this Section 13 or whichotherwise becomes bound by all terms and provisions of this Agreement by operationof law.
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     (b) This Agreement and all rights of Employee hereunder shall inure to thebenefit of and be enforceable by Employee’spersonal or legal representatives, executors, administrators, successors, heirsdistributees, devisees and legatees. if Employee should die while any amounts wouldbe payable to him hereunder if he had continued to live, all such amounts, unlessotherwise provided herein, shall be paid in accordance with the terms of thisAgreement to Employee’s devisee, legatee, or other designee or, if there be no suchdesignee, to Employee’s estate.  14. Miscellaneous. No provision of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreed to in writing and signed byEmployee and such officer as may be specifically authorized by the Board. No waiver by either partyhereto at any time of any breach by the other party hereto of, or in compliance with, any conditionor provision of this Agreement to be performed by such other party shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same or at any prior or subsequent time. ThisAgreement is an integration of the parties agreement; no agreement or representations, oral orotherwise, express or implied, with respect to the subject matter hereof have been made by eitherparty, except those which are set forth expressly in this Agreement. THE VALIDITY, INTERPRETATION,CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OFLOUISIANA.
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     15. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original but all of which together will constitute one and the sameinstrument.     16. Arbitration. Either party may elect that any dispute or controversy arising underor in connection with this Agreement be settled by arbitration in Baton Rouge, Louisiana inaccordance with the rules of the American Arbitration Association then in effect. If the partiescannot mutually agree on an arbitrator, then the arbitration shall be conducted by a threearbitrator panel, with each party selecting one arbitrator and the two arbitrators so selectedselecting a third arbitrator. The findings of the arbitrator(s) shall be final and binding, andjudgment may be entered thereon in any court having Jurisdiction. The findings of the arbitrator(s)shall not be subject to appeal to any court, except as otherwise provided by applicable law. Thearbitrator(s) may, in his or her (or their) own discretion, award legal fees and costs to theprevailing party.     **INWITNESS WHEREOF**, the parties have executed this Agreement onAugust 12, 2003, effective for all purposes as provided above.             THE SHAW GROUP INC.               By