Exhibit 10.1
    

    

    

    
      

    


    	
          
             
          

        


    

    
      

      

      December 9, 2011



    

    
      Tim Poche
22 Sutton Mill Place
The Woodlands, TX 77382


Dear
      Tim Poche:

I am pleased to offer you a position of Senior Vice
      President, Chief Accounting Officer, with The Shaw Group Inc. reporting
      to Brian Ferraioli, Chief Financial Officer.  Your start date will be
      January 23, 2012.  Your salary will be $13,846.15 bi-weekly ($360,000 on
      an annualized basis) payable in arrears. This position is currently
      considered an exempt position.
    

    
      You will be eligible to participate in the Management Incentive Plan in
      fiscal year 2012 (begins September 1, 2011 and runs through August 31,
      2012) with a bonus target of 65% of your salary earned during the plan
      period. This incentive plan is based upon a number of factors, and can
      have the maximum potential for a payout of two (2) times your target.
    

    
      It is expected that your participation in the Company’s Long Term
      Incentive Plan will lead to grants to be made periodically during the
      course of your employment with the Company, subject to availability of
      shares and pursuant to the terms and conditions of the applicable long
      term incentive plan.  The target value of such grants issued to you will
      be 60% of your base salary, and may be a combination of any form of long
      term incentives as approved by the Compensation Committee from time to
      time.  These grants generally occur during the first quarter of the
      Company’s fiscal year, but are subject to change and are subject to a
      vesting schedule of annual installments determined by the Compensation
      Committee at the time of grant.  All stock-based long term incentive
      awards are subject to shareholder approval of shares to be allocated to
      the Company’s long term incentive plan and are granted under the strict
      review of the Compensation Committee.
    

    
      You will receive a sign-on bonus of $200,000 to be paid within three
      payroll cycles. The sign-on bonus is considered taxable income, and all
      regular payroll taxes will be withheld. It is normal company practice to
      include a repayment clause for any lump-sum payments. Therefore, should
      you voluntarily resign or be terminated for Cause (as that term is
      defined below) within 24 months from your date of employment, the bonus
      payment will be immediately due to the company based upon the following
      guidelines:  0-12 months of service from your date of hire 100%
      repayment; 13-24 months of service from your date of hire 50% repayment.
      The determined amount will be withheld from your final paycheck to the
      extent permissible by law. Shaw reserves the right to take all necessary
      steps to recover any amounts not satisfied by withholding.
    

    
      
        

        

      

      
        
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      You will be eligible to participate in the Company’s long term incentive
      plan, with an initial grant to be made on the first business day of the
      calendar month immediately following the date of commencement of
      employment, with a total value of $100,000, to be allocated as
      Restricted Stock Units.  The actual number of shares will be determined
      on the date of grant as follows:
    

    
      For Restricted Stock Units (RSU), the RSU Value is generally
      calculated by dividing the dollar value of restricted stock units by the
      closing stock price on the grant date. This grant will vest in three (3)
      annual installments, with full vesting after three (3) years.  All
      stock-based awards are subject to availability and shareholder approval
      of shares to be allocated to the Company’s long term incentive plan and
      granted under the strict purview of the Compensation Committee of the
      Board.
    

    
      You will be eligible for participation in the Shaw Flexible Perquisites
      program, which is reserved for selected executives and provides
      additional compensation for use at your discretion, on perquisite items.
      Payments equal to 4% of base earnings will be made on a quarterly basis
      and will be calculated based on eligible base earnings from the previous
      quarter. Your projected annual payment for a full Calendar Year will be
      equal to 4% of your annual base salary or $14,400.
    

    
      The Company will pay expenses associated with your move as outlined in
      the attached Relocation Package relating to your relocation from
      Houston, Texas to Baton Rouge, Louisiana.
    

    
      You will be eligible to participate in a complete package of employee
      benefits. This package includes a choice of medical, dental, vision,
      short and long-term disability coverage, basic life, supplemental life,
      and AD&D insurance. In addition, flexible spending accounts, a health
      saving account, and 401k retirement plan are available. Please be aware
      that to participate in Shaw's benefit programs, you must log into the
      Shaw Benefits Solution Center at http://mybenefits.shawgrp.com or call
      1.877.545.SHAW (7429) no later than 30 days from your effective date. If
      you fail to enroll in benefits within the required time period, you will
      be enrolled in the default benefits which include 401(k), Basic Life,
      AD&D and Employee Assistance Program only.
    

    
      After 30 days of employment, you will automatically be enrolled in The
      Shaw Group Inc. 401(k) Plan with a contribution rate of 3% unless you
      specifically elect not to enroll, or elect to have a higher contribution
      rate.  Following your date of hire, a 401(k) plan enrollment guide and a
      separate automatic enrollment notice will be mailed to your home
      address.  There is a nominal administrative fee charged to participants,
      so please review the plan materials carefully.  If you have additional
      questions, you may contact the Merrill Lynch Retirement & Benefits
      Contact Center at 800.228.4015.  For more information, please reference
      the Benefits Guide included with this letter.
    

    
      You will be entitled to an annual vacation accrual of .0577 per hour
      (120 hours per year), in accordance with company policy.  
    

    
      
        

        

      

      
        
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      The purpose of this letter is to clarify your salary, benefits and other
      key provisions of your employment. This letter does not create an actual
      or implied contract of employment nor does it change the “employment at
      will” relationship.
    

    
      This offer of employment is contingent upon satisfactory results from a
      pre-employment drug screen, background check (where applicable) and that
      you provide documentation that you are legally authorized to work for
      Shaw in the United States. The terms and conditions of this offer letter
      shall become the terms and conditions of your employment.
    

    
      This conditional offer will remain valid for seven (7) business days
      from the date of this letter. Please sign, scan, and email this signed
      document to me at scott.trezise@shawgrp.com.  If you have any questions,
      please contact me.
    

    
      Sincerely,



Scott Trezise
Sr. Vice President, Human
      Resources
4171 Essen Lane Baton Rouge, LA 70809
The Shaw Group Inc.
    

    
      

      Accepted:
Signature _____________________________________ Date
      ______________
    

    
      

      Declined:
Signature ______________________________________
      Date ______________
    

    
      

      Reason(s) for Decline _______________________________________________
    

    
      

      _________________________________________________________________
    

    
      

      Definitions:
For purposes of this offer, “Cause”
      shall mean the occurrence of any of the following:  (i) any action by
      you which constitutes any willful breach of duty or habitual neglect of
      duty; (ii) your material and continual failure to perform your job
      duties in a professional manner or in a manner which is expected as
      appropriate by the Company; (iii) the misappropriation or attempted
      misappropriation of a business opportunity of the Company, including
      attempting to secure any personal profit in connection with entering
      into any transaction on behalf of the Company, except as provided by the
      Company as direct or indirect compensation or benefits for your
      performance in connection with such transactions; (iv) the intentional
      misappropriation or attempted misappropriation of any of the Company’s
      funds or property; (v) the violation of any Company policy including but
      not limited to the Code of Corporate Conduct and Fraud Policy, of which
      employee is notified in writing; (vi) commission of a felony or violent
      or dishonest misdemeanor, or engaging in any other conduct involving
      fraud or dishonesty.
    

    

    

    
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