EX-10.1






EMPLOYMENT AGREEMENT




This Employment Agreement (“Agreement”) is entered into effective as of August 3, 2006 by and
between The Shaw Group Inc, a Louisiana corporation (collectively with its affiliates and
subsidiaries hereinafter referred to as “Company”), and Ronald W. Oakley (“Employee”).



WHEREAS, the Company and Employee desire to enter into an employment relationship;



NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and
agreements contained herein, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:



1. Employment. The Company hereby employs Employee, and Employee hereby accepts
employment 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 in
this Agreement, the term of this agreement (the “Term”) shall be three (3) years commencing on the
date hereof, and shall be automatically renewed on each day following the date hereof so that on
any 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 hereof the Company or Employee
may give written notice to the other party that the Term of this Agreement shall not be further
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 on the third
anniversary of the fixed term date.



3. Employee’s Duties. During the Term of this Agreement, Employee shall serve as the
President of the Environmental and Infrastructure Division of The Shaw Group Inc. or such other
similar position, with such duties and responsibilities as may from time to time be assigned to him
by the Board of Directors of The Shaw Group Inc. (the “Board”), or the Chief Executive Officer of
The Shaw Group Inc., provided that such duties are consistent with the customary duties of such
position.



Employee agrees to devote his 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 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 corporation
other than the Company during the Term of this Agreement; provided, however, 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 to the provisions set forth in the
Company’s Code of Conduct or similar guidelines. Employee shall at all times observe and comply
with all lawful directions and instructions of the Board.



4. Compensation.



a) For services rendered by Employee under this Agreement, the Company shall pay to Employee a
base salary (“Base Compensation”) of $600,000 per annum payable in accordance with the Company’s
customary pay periods and subject to customary withholdings. The amount of Base Compensation will
be reviewed 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 the Board deems it appropriate to
increase Employee’s annual base salary, said increased amount shall thereafter be the Base
Compensation. Employee’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 of this
Agreement.



b) Employee will be eligible to participate in Company’s annual management incentive plan as
established by the Board as may be amended from time to time, with a yearly bonus to be a minimum
25% of Employee’s Base Compensation and with a potential yearly bonus of up to 200% of Employee’s
Base Compensation. The initial target bonus will be set at 75% of Base Compensation, and this
amount shall be a guaranteed minimum bonus for fiscal years ending August 31, 2007 and August 31,
2008. Such bonuses to be paid on or before December 31 of the respective year.



c) Employee’s bonus for fiscal 2006 will be no less than $461,000 to be paid no later than
September 1, 2006. This bonus is subject to applicable tax withholdings. In the event employee
voluntarily terminates employment (but not in the event of Death or Disability) or is terminated
for “Misconduct” (as defined below) prior to the completion of 24 months of employment, Employee
will be required to repay to the Company a pro-rata portion of this fiscal 2006 bonus as computed
on a monthly basis. If the Employee voluntarily terminates his employment or is terminated for
Misconduct, then for every month less than 24 that Employee works, Employee would be required to
return to the Company $19,208.33 less taxes paid or to be paid. Company and Employee acknowledge
that any such repayment will be reduced for any taxes Employee has previously payed in connection
with such bonus. However, Employee shall use his best efforts to obtain a refund of all such taxes,
in which case, any refund shall be payable to the Company.



5. Additional Benefits. In addition to the Base Compensation provided for in Section
4 herein, Employee shall be entitled to the following:




(a) Expenses. The Company shall, in accordance with any rules and
policies that it may establish from time to time for executive officers, reimburse
Employee for business expenses reasonably incurred in the performance of his 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.




(b) Vacation. Employee shall be entitled to four (4) weeks of
vacation per year, without any loss of compensation or benefits.




(c) General Benefits. Employee shall be entitled to participate in (i)
the various Employee benefit plans or programs provided to the Employees of the
company in general, including but not limited to, health (including ExecuCare),
dental, disability, 401K, and life insurance plans, and (ii) the Flexible
Perquisites Plan, which is reserved for selected executives and provides
reimbursement for a choice of certain benefits of 4% of Employee’s Base Compensation
in each calendar year. (A menu of available benefits will be provided.) 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 of this Agreement. Nothing in this paragraph shall 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 similarly affects all
executive officers of the Company similarly situated.




(d) Long Term Incentive Awards. Upon commencement of employment,
Employee will be granted restricted shares with a value of $1,000,000. The number of
 shares will be determined by dividing $1,000,000 by the closing price of the shares
on the first date of employment. This award will vest in annual installments of 50%
each, with full vesting after two years. In addition, no later than October 31,
2006, Employee will also be granted a long term incentive award valued at $500,000,
to be delivered in the form of 50% ($250,000) in restricted stock and 50% ($250,000)
in stock options which will vest in annual installments of 25% per year, with full
vesting after four years. The number of shares for each component of this award
shall be determined according to Company policy for granting such annual awards to
employees. Employee will be eligible to participate in the Company’s discretionary
Long Term Incentive plan during the course of employment with the Company, subject
to the terms and conditions of the applicable plan. The overall target value of the
combined grants of stock options and restricted stock will be in the range of 100%
of Base Compensation per year. All stock-based awards are subject to shareholder
approval of shares to be allocated to the Company’s Long Term Incentive plans and
subject to approval of the Compensation Committee of the Board in its absolute
discretion. Upon the resignation for Good Reason as defined in Section 7 (e), death
or discharge as defined in Sections 7 (b), and (c) (i), or disability as defined in
Section 7 (d), Employee shall be considered as immediately and totally vested in any
and all stock options, restricted stock or other similar awards previously made to
Employee by the Company or its subsidiaries under any Long Term Incentive Plan duly
adopted by the Board (such options, restricted shares or similar awards are
hereinafter collectively referred to as “Long Term Incentives”). In the event that
the Long Term Incentives become vested under this paragraph, Employee will be
allowed not less than one year from the date of such vesting in which to exercise
such Long Term Incentives if such “exercise” is necessary..



6. Confidential Information. Employee, during the Term, may have access to and become
familiar with confidential information, secrets and proprietary information concerning the business
and affairs of the Company. As to such confidential information, Employee agrees as follows:




(a) During the employment of Employee with the Company and thereafter Employee
will not, either directly or indirectly, disclose to any third party without the
written permission of the Company, nor use in any way (except as required in the
course of his employment with the Company) any confidential information, secret or
proprietary information of the Company. In the event of a breach or threatened
breach of the provisions of this Section 6 (a), the Company shall be entitled, in
addition to any other remedies available to the Company, to an injunction
restraining Employee from disclosing such confidential information.




(b) 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 then or thereafter coming into the possession of
Employee which contain any confidential, secret or proprietary information of the
Company.



7. Termination This Agreement may be terminated prior to the end of its Term as set
forth below:




(a) Resignation (other than for Good Reason). Employee may resign,
including by reason of retirement, his position at any time by providing written
notice of resignation to the Company in accordance with Section 11 hereof. In the
event of such resignation, except in the case of resignation for Good Reason (as
defined below), this Agreement shall terminate and Employee shall not be entitled to
further compensation pursuant to this Agreement other than the payment of any unpaid
Base Compensation accrued hereunder as of the date of Employee’s resignation.




(b) Death. If Employee’s employment is terminated due to his death, any
benefit payable pursuant to the Company’s benefit plans will be paid to Employee’s
surviving spouse or estate, and one (1) year of paid group health and dental
insurance benefits shall be provided by the Company to Employee’s surviving spouse
and the minor children, and after said payments and provision of insurance benefits,
this Agreement shall terminate and the Company shall have no obligations to Employee
or his legal representatives with respect to this Agreement other than the payment
of any unpaid Base Compensation. Employee shall be considered as immediately and
totally vested in any and all Long Term Incentives previously granted to Employee by
Company or its subsidiaries.




(c) Discharge.




(i) The Company may terminate Employee’s employment for any reason at
any time upon written notice thereof delivered to Employee in accordance
with Section 11 hereof. In the event that Employee’s employment is
terminated during the Term by the Company for any reason other than his
Misconduct or Disability (both as defined below), then (A) 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 Base
Compensation as in effect immediately prior to Employee’s termination,
multiplied by (ii) the remaining Term, (by way of example, if the Term of
the Employee’s employment expires 2 1/2 years after the notice of termination,
the Employee’s Base Compensation should be multiplied by 2.5), (B) for the
remaining Term, the Company, at its cost, shall provide or arrange to
provide Employee (and, as applicable, Employee’s dependents) with
disability, accident and group health insurance benefits substantially
similar to those which Employee (and Employee’s dependents) were receiving
immediately prior to Employee’s termination; however, the welfare benefits
otherwise receivable by Employee pursuant to this clause (B) 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) or program(s), with Employee being obligated to
promptly disclose to the Company any such comparable welfare benefits, (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 annual bonus paid by the Company during the most recent two (2)
years immediately prior to the Date of Termination, multiplied by (ii) the
Remaining Term, (D) Employee shall be considered as immediately and totally
vested in any and all Long Term Incentives previously granted to Employee by
Company or its subsidiaries and (E) Employee will retain all portions of the
signing bonus paid to Employee.




(ii) Notwithstanding the foregoing provisions of this Section 7, in the
event Employee is terminated because of Misconduct, the Company shall have
no obligations pursuant to this Agreement after the Date of Termination
other than the payment of any unpaid Base Compensation accrued through the
Date of Termination. As used herein, “Misconduct” means (a) any willful
breach or habitual neglect of duty or Employee’s material and continued
failure to substantially perform his duties with the Company (other than any
such failure resulting from Employee’s incapacity due to physical or mental
illness) after written notice to Employee which specifies the alleged
breach, negligence or failure and thirty days to cure, or (b) the
misappropriation or attempted misappropriation 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, after written notice to Employee which specifies the alleged
misappropriation or attempted misappropriation; (c) the intentional
misappropriation or attempted misappropriation of any of the Company’s funds
or property; or (d) (i) conviction of a felony offense, or (ii)engaging in
conduct involving fraud or dishonesty, provided, that in the event of (ii)
the Company will provide notice to the Employee which specifies the conduct
and the Employee shall be provided thirty days to respond to such notice.




(d) Disability. If Employee shall have been absent from the
full-time performance of Employee’s duties with the Company for one hundred
twenty (120) consecutive calendar days as a result of Employee’s incapacity
due to physical or mental illness, Employee’s employment may be terminated
by the Company for “Disability” and Employee 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’s monthly Base
Compensation exceeds the monthly benefit received by Employee pursuant to
any disability insurance covering Employee; (2) continue to receive paid
group health and dental insurance benefits for Employee and his dependents
for up to twelve (12) month period beginning with Date of Termination; and
(3) be considered as immediately and totally vested in any and all Long Term
Incentive Awards or Options previously granted to Employee by Company or its
subsidiaries.




(e) Resignation for Good Reason. Employee shall be entitled to
terminate his employment for Good Reason as defined herein. If Employee terminates
his employment for Good Reason he shall be entitled to the compensation and benefits
provided in Paragraph 7 (c) (i) hereof. “Good Reason” shall mean the occurrence of
any of the following circumstances without Employee’s express written consent unless
such breach or circumstances are fully corrected prior to the Date of Termination
specified in the Notice of Termination given in respect hereof:




(1) the material breach of any of the Company’s obligations under this
Agreement without Employee’s express written consent,




(2) the assignment to Employee of any duties inconsistent with his
position;




(3) the failure by the Company to pay to Employee any portion of
Employee’s compensation on the date such compensation is due;




(4) the failure by the Company to continue to provide Employee with
benefits substantially similar to those enjoyed by other executive officers
who have entered into similar employment agreements with Employer under any
of the Company’s medical, health, accident, and/or disability plans in which
Employee was participating immediately prior to such time; or




(5) the failure of the Company to obtain a satisfactory agreement from
any successor to assume and agree to perform this Agreement, as contemplated
in Section 13 hereof; or




(6) a material diminution in, or adverse alteration to, the Employee’s
title, position, or duties, including no longer serving as the highest
ranking executive officer in the Environmental and Infrastructure Division
of The Shaw Group Inc., or no longer reporting directly to the Chief
Executive Officer of The Shaw Group Inc. without Employee’s consent.




In addition, the occurrence of any Corporate Change (as defined below), shall
constitute “Good Reason” hereunder, but only if Employee gives notice of his intent
to terminate his employment within one hundred twenty (120) days following the
effective date of such Corporate Change.




A “Corporate Change” shall occur if (i) in the event a) Company shall not be
the surviving entity in any merger or consolidation (or survives only as a
subsidiary of another entity), or (b) the Company sells all or substantially all of
its assets to any other person or entity (other than a wholly-owned subsidiary) and
in either event you are not retained in your position or comparable position, or
(ii) the Company is dissolved and liquidated.




(f) Notice of Termination. Any purported termination of Employee’s
employment by the Company under Sections 7(c)(ii) or 7(d), or by Employee under
Section 7(e), shall be communicated by written Notice of Termination to the other
party hereto in 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 for
Misconduct or Disability, shall set forth in reasonable detail the reason for such
termination of Employee’s employment, or in the case of resignation by Employee for
Good Reason, said notice must specify in reasonable detail the basis for such
resignation. 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 the
Board has set a meeting to consider terminating Employee for Misconduct. Any
purported termination for which a Notice of Termination is required which is not
effected pursuant to this Section 7(f) shall not be effective.




(g) Date of Termination, Etc. “Date of Termination” shall mean the
date specified in the Notice of Termination, provided that the Date of Termination
shall 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 than
to allow Employee to collect his personal belongings under the Company’s
supervision) prior to the Date of Termination.




(h) Mitigation. Employee shall not be required to mitigate the amount
of any payment provided for in this Section 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’s severance plan or policy for employees in general shall reduce the amount
otherwise payable pursuant to Sections 7(c)(i) or 7(e).




(i) Excess Parachute Payments. 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’s
employment would, as determined by tax counsel selected by the Company, constitute
an “Excess Parachute Payment” (as defined 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 he would have been if such payment and gross-up
payments had not constituted Excess Parachute Payments.



8. Non-Compete.



8.1 No Other Activities. Employee agrees that during the term of this Agreement, he
shall not, directly or indirectly, represent or otherwise engage in or participate in, the business
or 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 during
the term of this Agreement, he shall not, directly or indirectly, solicit or attempt to solicit any
products or agreements for the purpose of using the products or agreements in the formation of a
business outside of the Company, regardless of whether any such products or the subject of such
agreements are then being handled by the Company.



8.2 Non-Disclosure. Employee further agrees that he will not, during or after the
term of his employment, disclose to any person, firm, partnership, association, or corporation, the
names and addresses of any past or present customers, or prospective 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, their operational methods, their marketing plans
or strategies, their business acquisition plans and all other 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 on a confidential basis and shall not
disclose that information to anyone not authorized by the Company to receive information. If
Employee should voluntarily cease either to be an employee of the Company he hereby expressly
agrees that, for a period of six (6) months following termination of his employment, he shall not
assist any competitor or prospective competitor located in the territories serviced by the Company
during his employment, in any way detrimental to the Company, through the use of any information
gained as a result of his employment with the Company. Employee agrees that all computer programs,
print-outs, customer lists, methods, forms, systems and procedures used by the Company constitute
the exclusive property and will remain the exclusive property of the Company and agrees that he
will not disclose any of these matters without the prior written permission of the Company.



8.3 Non-Compete, Non-Solicitation, etc. In further consideration of the other terms
and provisions of this Agreement, and to protect the vital interests of the Company, upon
termination of his employment, for a period of six (6) months if Employee voluntarily resigns or is
terminated for cause, Employee agrees and binds himself that he shall not, directly or indirectly,
or as a member, 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 in any manner with any business or activity which is in actual, direct or indirect
competition or anticipated competition with the Company within those counties, parishes,
municipalities or other places listed in any Attachment annexed hereto and made a part hereof, so
long as the Company carries on the business presently conducted by the Company, being the supply of
industrial piping systems for new construction and retrofit projects, which includes design and
engineering services, piping system fabrication, manufacturing and sale of specialty pipe fittings,
design and fabrication of pipe support systems and industrial and commercial engineering,
construction and maintenance and environmental remediation activities.



Not by way of limitation or exclusion, Employee shall not, within the aforesaid locations and
during the aforesaid time period, call upon or solicit, any customers or distributors of the
Company with whom the Company had any dealings during the period of Employee’s employment hereunder
or interfere or attempt to interfere with any custom, trade, business or patronage of the Company
or interfere with or attempt to interfere with any officers, employees, distributors,
representatives or agents of the Company or induce or attempt to induce any of them to leave the
employ of the Company or violate the terms of their contracts, or any employment arrangements, with
the Company. Employee acknowledges and agrees that any breach of the foregoing covenant not to
compete would cause irreparable injury to the Company and that the amount of injury would be
impossible or difficult to fully ascertain. Employee agrees that the Company shall, therefore, be
entitled to obtain an injunction restraining any violation, further violation, or threatened
violation of the covenant not to compete hereinabove set forth, in addition to any other remedies
that the Company may pursue.



8.4 Duration. If any period referred to in any of this Article 8 shall be finally
determined by a court to exceed the maximum period which is permissible by applicable law, 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 limit
Employee’s continuing or future participation in any benefit, bonus, incentive, or other plan or
program provided by the Company or any of its affiliated companies 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 with the Company or any of its affiliated companies.



10. Assignability. The obligations of Employee hereunder are personal and may not be
assigned or delegated by him 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 organization or company of the
Company, so long as the obligations of the Company under this Agreement remain the obligations of
the Company.



11. Notice. For the purpose of this Agreement, notices and all 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 to the Company at its principal office
address, directed to the attention of the Board with a copy to the Secretary of the Company, and to
Employee at Employee’s residence address on the records of the Company and to Employee’s counsel
Brian S. Cousin, Esq., Greenberg Traurig, LLP, 200 Parke Avenue, NY, NY 10166,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.



12. Validity. The invalidity or unenforcability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.



13. Successors; Binding Agreement.




(a) 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 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 be
a material breach of this Agreement and shall entitle Employee to compensation from
the Company in the same amount and on the same terms as he would be entitled to
hereunder if he terminated his employment for Good Reason, except 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
“Company” shall include any successor to its business and/or assets as aforesaid
which executes and delivers the Agreement provided for in this Section 13 or which
otherwise becomes bound by all terms and provisions of this Agreement by operation
of law.




(b) This Agreement and all rights of Employee hereunder shall inure to the
benefit of and be enforceable by Employee’s personal or legal representatives,
executors, administrators, successors, heirs distributees, devisees and legatees. If
Employee should die while any amounts would be payable to him hereunder if he had
continued to live, all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Agreement to Employee’s devisee, legatee, or
other designee or, if there be no such designee, to Employee’s estate.



14. Miscellaneous. 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. No waiver by either party
hereto at any time of any breach by the other party hereto 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.
Along with the terms set forth in the Company’s offer letter, dated [June 21, 2006], this Agreement
is an integration of the parties agreement; no agreement or 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 or set forth in the Company’s offer
letter dated [June 21, 2006]. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA.



15. Counterparts. 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.



16. Arbitration. Either party may elect that any dispute or controversy arising under
or in connection with this Agreement be settled by arbitration in Baton Rouge, Louisiana in
accordance with the rules of the American Arbitration Association then in effect. If the parties
cannot mutually agree on an arbitrator, then the arbitration shall be conducted by a three
arbitrator panel, with each party selecting one arbitrator and the two arbitrators so selected
selecting a third arbitrator. The findings of the arbitrator(s) shall be final and binding, and
judgment 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. The
arbitrator(s) may, in his or her (or their) own discretion, award legal fees and costs to the
prevailing party.



IN WITNESS WHEREOF, the parties have executed this Agreement on August 3, 2006 effective for
all purposes as provided above.



THE SHAW GROUP INC.


By


Name: /s/ Gary P. Graphia


Gary P. Graphia

Secretary, General Counsel



EMPLOYEE:



Name: /s/ Ronald W. Oakley*


Ronald W. Oakley



• Discussions have included an extension of the one year relocation period.