exv10w1






Exhibit 10.1




First Amendment

To

The Shaw Group Inc. 2008 Omnibus Incentive Plan




     This First Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan (the “Omnibus Plan”)
which was established by The Shaw Group Inc., a Louisiana corporation having its principal office
at 4171 Essen Lane, Baton Rouge, Louisiana, 70809 (the “Company”) under which Non-Qualified Stock
Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance
Shares, Performance Units, Cash-Based Awards or Other Stock-Based Awards may be granted from time
to time to Participants.




     WHEREAS, the Omnibus Plan was established to promote the interests of the Company by
attracting and retaining Directors and Employees of outstanding ability and to provide Employees an
incentive to make material contributions to the success of the Company by providing them with
equity based compensation, which will increase in value based upon the market performance of the
Company’s common stock and corporate achievement of financial and other performance goals;



     WHEREAS, the Omnibus Plan was approved by the Company’s shareholders on January 28, 2009;



     WHEREAS, the Company wishes to amend certain provisions of the Omnibus Plan pursuant to this
First Amendment;



     WHEREAS, capitalized terms not otherwise defined herein shall have the meanings ascribed to
such terms in the Omnibus Plan;



     NOW, THEREFORE, the Omnibus Plan is amended in the following particulars effective as of
October 26, 2010:




AMENDMENT





	1.	 	The second sentence of Section 4.2 of the Omnibus Plan shall be, and hereby is, deleted and
replaced by the following:
	 
	 	 	“Further, any Shares withheld to satisfy tax withholding obligations on Awards under the Plan
shall not be eligible to be returned as available Shares under the Plan. Shares related to
Awards under this Plan shall be available again for grant under this Plan if: (i) the Award
terminated by expiration, forfeiture, cancellation or otherwise without the issuance of the
Shares; (ii) the Award is settled for cash in lieu of shares; or (iii) with the Committee’s
permission and, prior to the issuance of Shares, the Award is exchanged for another Award not
involving Shares.”




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	2.	 	Section 6.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to
the end thereof:
	 
	 	 	“Notwithstanding any provision to the contrary, an Option shall be subject to at least a three
year service based vesting requirement. This three-year service based vesting requirement shall
provide for either (i) no vesting until the completion of the three-year service period at which
time the Option shall become 100% vested or (ii) ratable vesting over the three-year service
period.”
	 
	3.	 	Section 7.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to
the end thereof:
	 
	 	 	“Notwithstanding any provision to the contrary, an SAR shall be subject to at least a three-year
service based vesting requirement. This three-year service based vesting requirement shall
provide for either (i) no vesting until the completion of the three-year service period at which
time the SAR shall become 100% vested or (ii) ratable vesting over the three-year service
period.”
	 
	4.	 	Section 8.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to
the end thereof:
	 
	 	 	“Notwithstanding any provision to the contrary, a Restricted Stock grant shall be subject to at
least a three-year service based vesting requirement. This three-year service based vesting
requirement shall provide for either (i) no vesting until the completion of the three-year
service period at which time the Restricted Stock shall become 100% vested or (ii) ratable
vesting over the three-year service period.”
	 
	5.	 	Section 9.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to
the end thereof:
	 
	 	 	“Notwithstanding any provision to the contrary, an RSU shall be subject to at least a three-year
service based vesting requirement. This three-year service based vesting requirement shall
provide for either (i) no vesting until the completion of the three-year service period at which
time the RSU shall become 100% vested or (ii) ratable vesting over the three-year service
period.”
	 
	6.	 	Section 20.1(b) of the Omnibus Plan shall be, and hereby is, amended to read as follow:
	 
	 	 	“Except as provided for in Section 4.4, without shareholder approval, the terms of an
outstanding Award may not be amended to (i) reduce the Option Price of an outstanding Option,
(ii) reduce the Grant Price of an outstanding SAR, or (iii) cancel an outstanding Option or SAR
in exchange for cash, other Awards or Options or SARs with an Option Price or Grant Price, as
applicable, that is less than the Option Price of the cancelled Option or the Grant Price of the
cancelled SAR.”





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All other definitions and all other rights, terms and conditions set forth in the Omnibus Plan
shall remain the same with the same force and effect as originally adopted and approved by the
Company’s shareholders.



IN WITNESS WHEREOF, the Board of Directors of the Company has executed this First Amendment
effective as of the effective date first written above.





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