exv10w24









    Exhibit 10.24



 




    SECOND
    AMENDED AND RESTATED EMPLOYMENT AGREEMENT



 



    This Second Amended and Restated Employment Agreement
    (“Agreement”) is entered into as of July 22,
    2010, but effective as of October 5, 2009 (“Effective
    Date”) by and between The Shaw Group Inc., a Louisiana
    corporation (collectively with the affiliates and subsidiaries
    hereinafter referred to as “Company”), and John
    Donofrio (“Employee”). The Company and Employee shall
    hereinafter be referred to collectively as the
    “Parties”.



 



    WHEREAS, the Company and Employee are parties to an
    Employment Agreement dated October 5, 2009 (the
    “Original Agreement”) and an Amended and Restated
    Employment Agreement dated December 17, 2009 (the
    “Amended Agreement”);



 



    WHEREAS, the Company and the Employee desire to amend
    both the Original Agreement and the Amended Agreement, and
    restate the Original Agreement in its entirety;



 



    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 with
    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 Effective Date
    hereof and shall be automatically renewed on each day following
    the Effective 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 Effective 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 second
    anniversary of the fixed term date.



 



    3. Employee’s Duties.  During
    the Term of this Agreement, Employee shall serve as the
    Corporate Secretary for the Company, and hold the
    title Executive Vice President, General Counsel and
    Corporate Secretary, with such duties and responsibilities as
    may from time to time be assigned to him by the board of
    directors of the Company (the “Board”) or the Chief
    Executive Officer, as the case may be, 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. Employee shall at all times observe and
    comply with all lawful directions and instructions of the Board.



 



    4. Compensation.



 



    (a) Base Compensation.  For
    services rendered by Employee under this Agreement, the Company
    shall pay to Employee a base salary (“Base
    Compensation”) of $575,000 per annum payable in accordance
    with the Company’s customary pay periods and subject to
    customary withholdings. The amount of Base Compensation may 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 thereafter be decreased unless agreed to by






    

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    Exhibit 10.24


 




    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) Annual Bonus.  During the Term,
    Employee will be eligible to participate in the Company’s
    discretionary management incentive program as established by the
    Board (as the same may be amended from time to time), with an
    annual performance bonus range of 0-200% of Employee’s
    bonus target (the “Bonus Target”), which Bonus Target
    shall initially be an amount equal to 75% of Employee’s
    Base Compensation earned during the plan year. The Bonus Target
    may be adjusted annually as the Board may deem appropriate based
    upon competitive peer company analysis. Annual bonus payments
    will be subject to tax and other customary withholdings.



 



    (c) Long Term Incentive Awards. 



 



    (i) During the Term, Employee will be eligible to
    participate in the Company’s discretionary Long Term
    Incentive (defined below) plan(s) as established by the Board
    (as the same may be amended from time to time), subject to the
    terms and conditions of the applicable plan(s). The target value
    of the annual Long Term Incentive grants to Employee is 150% of
    Employee’s Base Compensation on the date of grant, though
    the actual amount, if any, remains in the discretion of the
    Board.



 



    (ii) As soon as administratively possible after
    Employee’s first day of employment, Employee will be
    granted Long Term Incentives with an aggregate value of $862,500
    which will be divided equally between stock options and
    restricted stock units. The actual number of Long Term
    Incentives will be determined utilizing the closing price of the
    Company’s stock on the date of grant. This grant of Long
    Term Incentives will vest in annual installments of 25% each,
    with full vesting after four years.



 



    (iii) All Long Term Incentive awards are subject to
    shareholders’ approval of shares to be allocated to the
    Company’s Long Term Incentive plan(s) and are granted under
    the strict purview of the Compensation Committee of the Board.



 



    (iv) The actual number of Long Term Incentives will be
    determined utilizing the valuation methodology used for other
    similarly situated executive officers of the Company.



 



    (v) Notwithstanding any provision to the contrary in the
    plan(s) governing such Long Term Incentives, in the event that
    this Agreement is terminated by Employee pursuant to
    Section 7(a)(iv) or (v) or by the Company pursuant to
    Section 7(a)(iii)(A) (other than for Misconduct) or
    (iii)(D), Employee shall have not less than one year from the
    Date of Termination in which to exercise all Long Term
    Incentives granted to Employee by the Company on or before the
    Date of Termination (including any Long Term Incentives that
    become vested pursuant to Section 7); provided that in no
    event shall such one year period extend the exercise period for
    any Long Term Incentive awards beyond the date that is
    10 years from the date of grant of such Long Term Incentive
    awards.



 



    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.



 



    (b) Bonus.  The Company shall pay
    Employee a cash sign-on bonus in the amount of $400,000, to be
    paid as soon as administratively possible after Employee’s
    start date. The sign-on bonus is considered taxable income, and
    all regular payroll taxes will be withheld. If, within
    12 months of the Employee’s start date,
    (i) Employee fails to relocate to Louisiana, or
    (ii) this Agreement is terminated by Employee pursuant to
    Section 7(a)(i) or by Company pursuant to 7(a)(iii)(C), the
    Company has the right to require Employee to pay back this bonus
    in full.





    

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    Exhibit 10.24


 




    (c) Vacation.  Employee shall be
    entitled to four (4) weeks of vacation per year. Employee
    shall be entitled to carry forward any unused vacation time.



 



    (d) General Benefits.  Employee
    shall be entitled to participate in the various employee benefit
    plans or programs provided to the employees of the company in
    general, including but not limited to, health, dental,
    disability, 401K and life insurance plans, 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.



 



    (e) Flexible Perquisites; Use of Corporate
    Aircraft.  Employee shall be entitled to
    participate in the Company’s flexible perquisites plan,
    which provides an amount equal to 4% of Employee’s Base
    Compensation in each calendar year in lieu of customary
    perquisite benefits. Payments under the flexible perquisites
    plan will be made on a calendar quarter basis and will be
    calculated based on Employee’s Base Compensation from the
    previous calendar quarter. Employee shall be permitted to use
    the Company’s corporate aircraft for personal use subject
    to availability and approval of the CEO in accordance with the
    Company’s aircraft policy. Nothing in this
    Section 5(e) shall be deemed to prohibit the Company from
    making any changes in the flexible perquisites plan, provided
    the change similarly affects all executive officers of the
    Company that are similarly situated.



 



    (f) Point of Origin; Relocation Expenses.



 



    (i) Employee’s point of origin (the “Point of
    Origin”) will be Bloomfield Hills, Michigan, and
    Employee’s business assignment location will be the
    Corporate Offices in Baton Rouge, Louisiana (the “Business
    Location”).



 



    (ii) The Company will provide relocation assistance to
    Employee in connection with Employee’s permanent relocation
    from the Point of Origin to the Business Location in accordance
    with the domestic relocation policies of the Company at the time
    such relocation occurs. Employee acknowledges that such
    relocation assistance does not include the purchase by the
    Company of Employee’s residence at the Point of Origin.
    From the date hereof until the earliest to occur of (A) one
    year from the date hereof, (B) the date of permanent
    relocation of Employee to the Business Location or (C) the
    Date of Termination, employee will also have access to the
    Company’s aircraft on an as-available basis for travel
    between the Business Location and the Point of Origin, as well
    as other reasonable travel necessitated by Employee’s
    relocation. Notwithstanding anything in this Agreement to the
    contrary, to the extent that any amount received by Employee
    under this Section 5(f)(ii) is determined by the Company or
    the Internal Revenue Service to constitute taxable income to
    Employee, the Company shall fully “gross up” such
    amount 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 taxable income to Employee.



 



    (g)  Country Club Membership.  The
    Company will reimburse Employee for one country club membership
    initiation fee. Employee shall be responsible for monthly dues,
    expenses, assessments, etc., in connection with such membership.



 



    6. Confidentiality; Nonsolicitation and
    Noncompete.



 



    (a) Employee hereby acknowledges that the Company possesses
    certain Confidential Information (defined below) that is
    peculiar to the businesses in which the Company is or may be
    engaged. Employee hereby affirms that such Confidential
    Information is the exclusive property of the Company and that
    the Company has proprietary interests in such Confidential
    Information. For the purposes of this Agreement, the term
    “Confidential Information” shall mean any and all
    information of any nature and in any form that at the time or
    times concerned is not generally known to Persons (other than
    the Company) that are engaged in businesses similar to that
    conducted or contemplated by the Company (other than by the act
    or acts of an employee not authorized by the Company to disclose
    such information), which may include, without limitation, the






    

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    Exhibit 10.24


 




    Company’s existing and contemplated products and services;
    the Company’s purchasing, accounting, marketing and
    merchandising methods or practices; the Company’s
    development data, theories of application
    and/or
    methodologies; the Company’s customer/client contact
    and/or
    supplier information files; the Company’s existing and
    contemplated policies
    and/or
    business strategies; any and all samples
    and/or
    materials submitted to Employee by the Company; and any and all
    directly and indirectly related records, documents,
    specifications, data and other information with respect thereto.
    Employee further acknowledges by signing this Agreement that the
    Company has expended much time, cost and difficulty in
    developing and maintaining the Company’s customers.



 



    (b) Employee shall (i) use the Confidential
    Information solely for the purpose of performing Employee’s
    duties on behalf of the Company and for no other purpose
    whatsoever, (ii) not, directly or indirectly, at any time
    during or after Employee’s employment by the Company,
    disclose Confidential Information to any other Person (except to
    the Company’s officers in connection with Employee’s
    duties on behalf of the Company) or use or otherwise exploit
    Confidential Information to the detriment of the Company, and
    (iii) not lecture on or publish articles with respect to
    Confidential Information without prior written approval of the
    Cheif Operating Officer of the Company. In the event of a breach
    or threatened breach of the provisions of this
    Section 6(b), 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.



 



    (c) 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
    that contain any Confidential Information; provided, however,
    that (i) the Company will provide Employee reasonable
    access to such Confidential Information to the extent required
    by Employee in connection with the defense of any cause of
    action, dispute, proceeding or investigation made or initiated
    against Employee by any Person other than the Company related to
    the employment of Employee by the Company or the performance by
    Employee of its duties in the course of such employment and
    (ii) Employee may retain a copy of any agreement between
    Employee and the Company.



 



    (d) Employee agrees that, as part of the consideration for
    this Agreement and as an integral part hereof, Employee has
    executed, delivered and agreed to be bound by the
    Nonsolicitation and Noncompete Agreement attached hereto as
    Exhibit A, as well as any subsequent addenda thereto.



 



    7. Termination.



 



    (a) This Agreement may be terminated prior to the
    expiration of the Term only under the terms and conditions set
    forth below:



 



    (i) Resignation (other than for Good
    Reason).  Employee may resign Employee’s
    position at any time, including by reason of retirement, by
    providing written notice of resignation to the Company. In the
    event of such resignation (except in the case of resignation for
    Good Reason (defined in Section 7(a)(iv) below)), this
    Agreement shall terminate on the Date of Termination (defined in
    Section 7(c) below), and Employee shall not be entitled to
    further compensation pursuant to this Agreement other than the
    payment of any Base Compensation and General Benefits (e.g.,
    unused vacation, unreimbursed business expenses, etc.) accrued
    and unpaid as of the Date of Termination and the retention of
    any and all stock options, restricted shares or units or other
    similar awards granted to Employee by the Company under any long
    term incentive plan(s) duly adopted by the Board (“Long
    Term Incentives”) that have vested or become exercisable on
    or before the Date of Termination in accordance with the plan(s)
    governing such Long Term Incentives (which Long Term Incentives
    remain subject to, and must thereafter be exercised in
    accordance with, the plan(s) governing such Long Term
    Incentives).



 



    (ii) Death.  If Employee’s
    employment is terminated due to Employee’s death, the
    Company shall pay to Employee’s surviving spouse or estate,
    subject to customary withholdings, not later than 30 days
    after Employee’s death, (I) any Base Compensation and
    General Benefits accrued and unpaid as of the date of
    Employee’s death, and (II) a lump sum amount, in cash,
    equal to the cost for Employee’s






    

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    Exhibit 10.24


 




    surviving spouse or legal representatives to obtain one year of
    paid group health and dental insurance benefits covering
    Employee’s surviving spouse and dependents that are
    substantially similar to those that Employee’s surviving
    spouse and dependents were receiving immediately prior to
    Employee’s death. After all payments and benefits under
    this Section 7(a)(ii) have been paid or performed, this
    Agreement shall terminate, and the Company shall have no
    obligations to Employee or Employee’s surviving spouse,
    dependents or estate with respect to this Agreement. This
    provision shall not be exclusive and shall be in addition to
    death benefits payable by the Company or any insurer under any
    insurance plan or program covering Employee.



 



    (iii) Discharge.



 



    (A) The Company may terminate Employee’s employment
    for any reason at any time upon written notice delivered to
    Employee in accordance with Section 7(b).



 



    (B) In the event that Employee’s employment is
    terminated during the Term by the Company for any reason other
    than Employee’s Misconduct or Disability (both as defined
    below), the following shall occur:



 



    (I) the Company shall pay to Employee, subject to tax and
    other customary withholdings, not later than 15 days after
    the Date of Termination, (x) any Base Compensation and
    General Benefits accrued and unpaid as of the Employee’s
    Date of Termination; (y) a lump sum amount, in cash, equal
    to the sum of (1) the product of (a) Employee’s
    Base Compensation as in effect immediately prior to the Date of
    Termination, multiplied by (b) the remaining portion of the
    Term, plus (2) the product of (a) an amount equal to
    Employee’s highest annual bonus actually paid by the
    Company during the two year period immediately preceding the
    Date of Termination (which amount shall be determined by
    annualizing the bonus amount and not discounting or prorating
    based upon less than 12 months of service during the payout
    year), or, if Termination occurs within one year of the
    effective date and no such bonus has yet been paid, an amount
    equal to $431,250.00, multiplied by (b) the remaining
    portion of the term; and (z) a lump amount, in cash, equal
    to the cost for Employee to obtain, for the period commencing on
    the Date of Termination and ending on the earlier to occur of
    (1) the date that is 18 months following the Date of
    Termination and (2) the fixed term date (if any), life,
    disability, accident, dental and health insurance benefits
    (“Welfare Benefits”) covering Employee (and, as
    applicable, Employee’s spouse and dependents) that are
    substantially similar to those that Employee (and
    Employee’s spouse and dependents) were receiving
    immediately prior to the Date of Termination; and



 



    (II) notwithstanding any provision to the contrary in the
    plan(s) governing such Long Term Incentives, Employee shall
    become immediately and totally vested in any and all Long Term
    Incentives granted to Employee by the Company prior to the Date
    of Termination.



 



    (C) Notwithstanding anything to the contrary in this
    Agreement, in the event that Employee is terminated because of
    Misconduct, the Company shall have no obligations pursuant to
    this Agreement after the the Date of Termination other than the
    payment of any Base Compensation and General Benefits accrued
    and unpaid through the the Date of Termination. As used herein,
    “Misconduct” means:



 



    (I) (A) any willful breach or habitual neglect of duty
    by Employee or (B) Employee’s material and continued
    failure to substantially perform Employee’s duties with the
    Company (other than any such failure resulting from
    Employee’s incapacity due to a Disability or any such
    actual or anticipated failure after the issuance of a Notice of
    Termination by Employee for Good Reason) (I) in a
    professional manner and (II) in a manner that is reasonably
    expected as appropriate for the position, in the case of either
    (A) or (B), which breach, neglect or failure is not cured
    by Employee within 30 days from receipt by Employee of
    written notice from the Company that specifies the alleged
    breach, neglect or failure;





    

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    Exhibit 10.24


 




    (II) the misappropriation or attempted misappropriation by
    Employee of a material business opportunity of the Company,
    including attempting to secure any personal profit in connection
    with entering into any transaction on behalf of the Company;



 



    (III) the misappropriation or attempted misappropriation by
    Employee of any of the Company’s funds or property;



 



    (IV) an intentional violation by Employee of the
    Company’s Code of Corporate Conduct or Fraud Policy; or



 



    (V) (A) the commission by Employee of a felony offense
    or a misdemeanor offense involving violent or dishonest behavior
    or (B) Employee engaging in conduct involving fraud or
    dishonesty in connection with his duties with the Company.



 



    (D) Disability.  If Employee shall have
    been absent from the full time performance of Employee’s
    duties with the Company for 120 consecutive calendar days as a
    result of Employee’s incapacity due to a Disability,
    Employee’s employment may be terminated by the Company. For
    the purposes of this Agreement, a “Disability” shall
    exist if:



 



    (I) Employee is unable to engage in any substantial gainful
    activity by reason of any medically determinable physical or
    mental impairment that can be expected to result in death or can
    be expected to last for a continuous period of not less than
    12 months; or



 



    (II) Employee is, by reason of any medically determinable
    physical or mental impairment that can be expected to result in
    death or can be expected to last for a continuous period of not
    less than 12 months, receiving income replacement benefits
    for a period of not less than three months under an accident and
    health plan covering employees of the Company.



 



    If Employee is terminated pursuant to this
    Section 7(a)(iii)(D), Employee shall not be entitled to
    further compensation pursuant to this Agreement, except that
    (x) the Company shall (1) not later than 15 days
    after the Date of Termination, pay to Employee any Base
    Compensation and General Benefits accrued and unpaid as of the
    date of the Date of Termination, (2) for the 12 month
    period beginning with the Date of Termination, pay to Employee
    monthly the amount by which Employee’s monthly Base
    Compensation as in effect immediately prior to the Date of
    Termination exceeds the monthly benefit received by Employee
    pursuant to any disability insurance covering Employee, and
    (3) not later than 15 days after the Date of
    Termination, pay to Employee a lump amount, in cash, equal to
    the cost for Employee to obtain, for the period commencing on
    the Date of Termination and ending on the earlier to occur of
    (a) the date that is 18 months following the Date of
    Termination and (b) the fixed term date (if any), health
    and dental insurance benefits covering Employee and
    Employee’s spouse and dependents that are substantially
    similar to those that Employee (and Employee’s spouse and
    dependents) was receiving immediately prior to the Date of
    Termination; and (y) notwithstanding any provision to the
    contrary in the plan(s) governing such Long Term Incentives,
    Employee shall become immediately and totally vested in any and
    all Long Term Incentives granted to Employee by Company prior to
    the Date of Termination that have not previously vested in full.



 



    (iv) Resignation for Good
    Reason.  Employee shall be entitled to
    terminate Employee’s employment for Good Reason (as defined
    herein). If Employee terminates employment for Good Reason,
    Employee shall be entitled to the compensation and benefits
    provided in Section 7(a)(iii)(B). For the purposes of this
    Agreement, the term “Good Reason” shall mean the
    occurrence of any of the following circumstances without
    Employee’s express written consent:



 



    (A) any material diminution of Employee’s duties or
    responsibilities (other than in connection with the termination
    of Employee for Misconduct or Disability in accordance with the
    terms of this Agreement);



 



    (B) any material diminution of Employee’s Base
    Compensation;





    

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    Exhibit 10.24


 




    (C) the relocation of Employee’s office more than
    50 miles from its location at the commencement of this
    Agreement; or



 



    (D) any other material breach by the Company of its
    obligations under this Agreement; provided, however, Employee
    shall provide written notice (a “Good Reason Notice”)
    to the Company of the initial existence of the condition causing
    the change in terms or status no more than 90 days after
    the change in terms or status occurs, and the Company shall have
    30 days from receipt of the Good Reason Notice to resolve
    the issue causing the change in terms or status. If the Company
    resolves such issue, then Employee’s employment shall not
    be subject to the Good Reason provisions of this Agreement as to
    such issue.



 



    (v) Resignation for Corporate
    Change.  Employee shall be entitled to
    terminate Employee’s employment for a Corporate Change (as
    defined herein) if Employee is not retained in Employee’s
    current (or a comparable) position, but only if Employee gives
    notice of Employee’s intent to terminate employment within
    90 days following the effective date of such Corporate
    Change (provided that, notwithstanding the foregoing, the Notice
    of Termination may not be given later than
    February 13th of the year following the year in which
    the Corporate Change occurs). If Employee terminates employment
    for a Corporate Change, Employee shall be entitled to the
    compensation and benefits provided in Section 7(a)(iii)(B). For
    the purposes of this Agreement, the term “Corporate
    Change” means a “change in ownership,” a
    “change in effective control,” or a “change in
    the ownership of substantial assets” of the Company.



 



    (A) A “change in ownership” of the Company occurs
    on the date that any one person, or more than one person acting
    as a group, acquires ownership of stock of the Company that,
    together with stock held by such person or group, constitutes
    more than 50% of the total fair market value or total voting
    power of the stock of the Company. However, if any one person,
    or more than one person acting as a group, is considered to own
    more than 50% percent of the total fair market value or total
    voting power of the stock of the Company, the acquisition of
    additional stock by the same person or persons is not considered
    to cause a change in ownership of the Company (or to cause a
    change in the effective control of the Company (within the
    meaning of Section 7(v)(B)).



 



    (B) Notwithstanding that the Company has not undergone a
    change in ownership under Section 7(v)(A), a “change
    in effective control” of the Company occurs on the date
    that a majority of members of the Board is replaced during any
    12-month
    period by directors whose appointment or election is not
    endorsed by a majority of the members of the Board prior to the
    date of the appointment or election. For purposes of this
    Section 7(v)(B), the term “Company” refers solely
    to the relevant corporation identified in the opening paragraph
    of this Agreement, for which no other corporation is a majority
    shareholder.



 



    (C) A “change in the ownership of substantial
    assets” of the Company occurs on the date that any one
    person, or more than one person acting as a group, acquires (or
    has acquired during the
    12-month
    period ending on the date of the most recent acquisition by such
    person or persons) assets from the Company that have a total
    gross fair market value equal to or more than 75% percent of the
    total gross fair market value of all of the assets of the
    Company immediately prior to such acquisition or acquisitions.
    For this purpose, “gross fair market value” means the
    value of the assets of the Company, or the value of the assets
    being disposed of, determined without regard to any liabilities
    associated with such assets.



 



    (b) Notice of Termination.  Any
    purported termination of Employee’s employment by the
    Company under Sections 7(a)(iii)(C) or (D), or by Employee
    under Section 7(a)(i), (iv) or (v), shall be
    communicated by a written Notice of Termination to the other
    Party in accordance with Section 10. For purposes of this
    Agreement, a “Notice of Termination” shall mean a
    notice that (i) in the case of termination by the Company,
    shall set forth in reasonable detail the reason for such
    termination of Employee’s employment and the Date of
    Termination, or (ii) in the case of resignation by
    Employee, shall specify in reasonable detail the basis for






    

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    Exhibit 10.24


 




    such resignation and the Date of Termination. A Notice of
    Termination given by Employee pursuant to Section 7(a)(iv)
    shall be effective even if given after the receipt by Employee
    of notice that the Board has set a meeting to consider
    terminating Employee for Misconduct. A Notice of Termination
    given by Employee pursuant to Section 7(a)(iv) shall be
    considered effective only after 30 days have elapsed since
    Employee delivered the applicable Good Reason Notice and the
    Company has failed to resolve the issue causing the change in
    terms or status during such 30 day period. Employee shall
    not be expected to provide further services after the Date of
    Termination. Any purported termination for which a Notice of
    Termination is required that does not materially comply with
    this Section 7(b) shall not be effective.



 



    (c) Date of Termination, Etc.  The
    “Date of Termination” shall mean the date specified in
    the Notice of Termination, provided that the Date of Termination
    shall be at least 15 calendar days, but not more than 45
    calendar days, following the date the Notice of Termination is
    given. Notwithstanding anything herein to the contrary, if a
    Notice of Termination is given pursuant to Section 7(a)(v),
    then the Date of Termination may not be later than
    February 28th of the year following the year in which
    the Change of Control occurs. In the event Employee is
    terminated for Misconduct, the Company may refuse to allow
    Employee access to the Company’s offices (other than to
    allow Employee to collect Employee’s personal belongings
    under the Company’s supervision) prior to the Date of
    Termination. Employee shall not be expected to provide further
    services after the Date of Termination.



 



    (d) 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
    Section 7(a)(iii)(B).



 



    (e) 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. No payment of a gross up shall occur
    until the first business day occurring after the date that is
    six months after the Date of Termination. Payment of the gross
    up will be made no later than the end of Employee’s taxable
    year next following Employee’s taxable year in which
    Employee remits the related taxes.



 



    8. 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 and for which Employee may
    qualify, nor shall anything herein limit or otherwise adversely
    affect such rights as Employee may have under any Long Term
    Incentives granted by the Company.



 



    9. Assignability.  The obligations
    of Employee hereunder are personal and may not be assigned or
    delegated by Employee or transferred in any manner whatsoever,
    nor are such obligations subject to involuntary alienation,
    assignment or transfer. The Company shall have the right to
    assign this Agreement and to delegate all rights, duties and
    obligations hereunder, either in whole or in part, to any
    parent, affiliate, successor or subsidiary of the Company, so
    long as the obligations of the Company under this Agreement
    remain the obligations of the Company.



 



    10. Notice.  For the purpose of
    this Agreement, all notices and other communications provided
    for in this Agreement shall be in writing and shall be deemed to
    have been duly given when delivered by Federal Express or
    similar courrier addressed (a) to the Company, at its
    principal office address, directed to the attention of the Board
    with a copy to the Corporate Secretary of the Company, and
    (b) to Employee, at Employee’s residence address on
    the records of the Company or to such other address as either
    Party may have furnished to the other in writing in accordance
    herewith except that notice of change of address shall be
    effective only upon receipt.





    

    8








 





 




    Exhibit 10.24


 




    11. Severability.  In the event
    that one or more of the provisions set forth in this Agreement
    shall for any reason be held to be invalid, illegal, overly
    broad or unenforceable, the same shall not affect the validity
    or enforceability of any other provision of this Agreement, but
    this Agreement shall be construed as if such invalid, illegal,
    overly broad or unenforceable provisions had never been
    contained therein; provided, however, that no provision shall be
    severed if it is clearly apparent under the circumstances that
    the Parties would not have entered into the Agreement without
    such provision.



 



    12. 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 constitute Good Reason under Section 7(a)(iv);
    provided 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 that executes and delivers the Agreement
    provided for in this Section 12 or that 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.



 



    13. Miscellaneous.



 



    (a) 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 of
    the Company as may be specifically authorized by the Board.



 



    (b) No waiver by either Party at any time of any breach by
    the other Party of, or in compliance with, any condition or
    provision of this Agreement to be performed by such other Party
    shall be deemed a waiver of similar or dissimilar provisions or
    conditions at the same or at any prior or subsequent time.



 



    (c) Together with the Nonsolicitation and Noncompete
    Agreement, 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 and the Nonsolicitation and
    Noncompete Agreement.



 



    (d) THE VALIDITY, INTERPRETATION, CONSTRUCTION AND
    PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
    THE STATE OF LOUISIANA.



 



    (e) Notwithstanding anything herein to the contrary, this
    Agreement is intended to comply with Internal Revenue Code
    Section 409A and the regulations and other guidance of
    general applicability thereunder and shall at all times be
    interpreted in accordance with such intent such that amounts
    credited under this Agreement shall not be taxable until such
    amounts are distributed in accordance with the terms of this
    Agreement. In the event that Employee is a “specified
    employee” at the Date of Termination, any amounts that are
    considered nonqualified deferred compensation for purposes of
    Internal Revenue Code Section 409A and that are distributable
    because of a separation from service shall be delayed until the
    first business day occuring after the date that is six months
    after the Date of Termination. Any provision of this Agreement
    to the contrary is without effect.



 



    (f) Reimbursements provided for under this Agreement shall
    be provided in accordance with policies of the Company
    established from time to time.



 



    14. 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.





    

    9








 





 




    Exhibit 10.24


 




    15. Arbitration.



 



    (a) Employee and the Company agree that any dispute
    regarding the covenants herein
    and/or the
    validity of this Agreement and its addenda, if any, shall be
    resolved through arbitration. Employee and the Company hereby
    expressly acknowledge that Employee’s position in the
    Company and the Company’s business have a substantial
    impact on interstate commerce and that Employee’s
    development and involvement with the Company and the
    Company’s business have a national and international
    territorial scope commercially. Any arbitration-related matter
    or arbitration proceeding of a dispute regarding the covenants
    herein
    and/or the
    validity of this Agreement and its addenda, shall be governed,
    heard, and decided under the provisions and the authority of the
    Federal Arbitration Act, 9 U.S.C.A. § 1, et seq.,
    and shall be submitted for arbitration to the office of the
    American Arbitration Association (“AAA”) in New
    Orleans, Louisiana, on demand of either Party.



 



    (b) Such arbitration proceedings shall be conducted in New
    Orleans, Louisiana, and shall be conducted in accordance with
    the then-current Employment Arbitration Rules and Mediation
    Procedures of the AAA, with the exception that the Employee
    expressly waives the right to request interim measures or
    injunctive relief from a judicial authority. Employee
    acknowledges that the Company alone retains the right to seek
    injunctive relief from a judicial authority based on the nature
    of this Agreement. Each Party shall have the right to be
    represented by counsel or other designated representatives. The
    Parties shall negotiate in good faith to appoint a mutually
    acceptable arbitrator; provided, however, that, in the event
    that the Parties are unable to agree upon an arbitrator within
    30 days after the commencement of the arbitration
    proceedings, the AAA shall appoint the arbitrator. The
    arbitrator shall have the right to award or include in his or
    her award any relief that he or she deems proper under the
    circumstances, including, without limitation, all types of
    relief that could be awarded by a court of law, such as money
    damages (with interest on unpaid amounts from date due),
    specific performance and injunctive relief. The arbitrator
    shall issue a written opinion explaining the reasons for his or
    her decision and award. The award and decision of the arbitrator
    shall be conclusive and binding upon both Parties, and judgment
    upon the award may be entered in any court of competent
    jurisdiction. The Parties acknowledge and agree that any
    arbitration award may be enforced against either or both of them
    in a court of competent jurisdiction, and each waives any right
    to contest the validity or enforceability of such award. The
    Parties further agree to be bound by the provisions of any
    statute of limitations that would be otherwise applicable to the
    controversy, dispute, or claim that is the subject of any
    arbitration proceeding initiated hereunder. Without limiting the
    foregoing, the Parties shall be entitled in any such arbitration
    proceeding to the entry of an order by a court of competent
    jurisdiction pursuant to a decision of the arbitrator for
    specific performance of any of the requirements of this
    Agreement. The provisions of this Section 15 shall survive
    and continue in full force and effect subsequent to and
    notwithstanding expiration or termination of this Agreement for
    any reason. Employee agrees to pay arbitration fees in an amount
    not to exceed the amount required to file a lawsuit in a court
    of law. The Company agrees to pay the remaining amount of
    arbitration fees. The arbitrator shall have the right to award
    reasonable attorney’s fees and costs to the prevailing
    Party. Employee and the Company acknowledge and agree that any
    and all rights they may have to resolve their claims by a jury
    trial are hereby expressly waived. The provisions of this
    Section 15 do not preclude Employee from filing a complaint
    with any federal, state, or other governmental administrative
    agency, if applicable.





    

    10








 





 




    Exhibit 10.24


 




    IN WITNESS WHEREOF, the parties have executed this
    Agreement on July   , 2010, effective for all
    purposes as provided above.



 



    THE SHAW GROUP INC.



 



    /s/ Gary P.
    Graphia







			
	 	    By: 
	
    Gary P. Graphia,





    Executive Vice President and Chief Operating Officer



 



    EMPLOYEE:



 


		
	    Name: 	
         /s/ John Donofrio








    John Donofrio




    Executive Vice President, General Counsel and Corporate Secretary





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