EX-10.1






The Shaw Group Inc.

2008 Omnibus Incentive Plan




Contents



	 	 	 	 	 
	Article 1. Establishment, Purpose, and Duration
	 		1	
	Article 2. Definitions
	 		1	
	Article 3. Administration
	 		6	
	Article 4. Shares Subject to This Plan and Maximum Awards
	 		8	
	Article 5. Eligibility and Participation
	 		10	
	Article 6. Stock Options
	 		10	
	Article 7. Stock Appreciation Rights
	 		13	
	Article 8. Restricted Stock
	 		14	
	Article 9. Restricted Stock Units
	 		15	
	Article 10. Performance Shares
	 		16	
	Article 11. Performance Units
	 		16	
	Article 12. Cash-Based Awards and Other Stock-Based Awards
	 		17	
	Article 13. Transferability of Awards and Shares
	 		18	
	Article 14. Performance Measures
	 		18	
	Article 15. Nonemployee Director Awards
	 		19	
	Article 16. Dividend Equivalents
	 		20	
	Article 17. Beneficiary Designation
	 		20	
	Article 18. Rights of Participants
	 		20	
	Article 19. Change of Control
	 		20	
	Article 20. Amendment and Termination
	 		22	
	Article 21. Withholding
	 		22	
	Article 22. Successors
	 		23	
	Article 23. General Provisions
	 		23	






The Shaw Group Inc.

2008 Omnibus Incentive Plan





Article 1. Establishment, Purpose and Duration



1.1 Establishment. The Shaw Group Inc., a Louisiana corporation (hereinafter referred to as
the “Company”), establishes an incentive compensation plan to be known as The Shaw Group
Inc. 2008 Omnibus Incentive Plan (hereinafter referred to as, the ”Plan”), as set forth in
this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Other
Stock-Based Awards. This Plan shall become effective upon shareholder approval (the “Effective
Date”) and shall remain in effect as provided in Section 1.3.



1.2 Purpose of this Plan. The purpose of this Plan is to provide a means whereby Employees,
Directors, and Third-Party Service Providers of the Company develop a sense of proprietorship and
personal involvement in the development and financial success of the Company and to encourage them
to devote their best efforts to the business of the Company, thereby advancing the interests of the
Company and its shareholders. A further purpose of this Plan is to provide a means through which
the Company may attract able individuals to become Employees or Third-Party Service Providers of
the Company and to provide a means whereby those individuals upon whom the responsibilities of the
successful administration and management of the Company are of importance can acquire and maintain
stock ownership, thereby strengthening their concern for the welfare of the Company and its
shareholders.



1.3 Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall
terminate ten (10) years from the Effective Date. After this Plan is terminated, no Awards may be
granted but Awards previously granted shall remain outstanding in accordance with their applicable
terms and conditions and this Plan’s terms and conditions.




Article 2. Definitions



Whenever used in this Plan, the following terms shall have the meanings set forth below, and
when the meaning is intended, the initial letter of the word shall be capitalized.




	 	2.1	 	“Affiliate” shall mean any corporation or other entity (including, but not limited
to, a partnership or a limited liability company), that is affiliated with the Company
through stock or equity ownership or otherwise, and is designated as an Affiliate for
purposes of this Plan by the Committee.






	 	2.2	 	“Annual Award Limit” or “Annual Award Limits” have the meaning set forth in
Section 4.3.






	 	2.3	 	“Award” means, individually or collectively, a grant under this Plan of Nonqualified
Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units,
Performance Shares, Performance Units, Cash-Based Awards or Other Stock-Based Awards, in
each case subject to the terms of this Plan.






	 	2.4	 	“Award Agreement” means either (i) a written or electronic agreement entered into by
the Company and a Participant setting forth the terms and provisions applicable to an
Award granted under this Plan, including any amendment or modification thereof, or (ii) a
written or electronic statement issued by the Company to a Participant describing the
terms and provisions of such Award, including any amendment or modification thereof. The
Committee may provide for the use of electronic, Internet or other non-paper Award
Agreements, and the use of electronic, Internet or other non-paper means for the
acceptance thereof and actions thereunder by a Participant.






	 	2.5	 	“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.






	 	2.6	 	“Board” or “Board of Directors” means the Board of Directors of the Company.






	 	2.7	 	“Cash-Based Award” means an Award, denominated in cash, granted to a Participant as
described in Article 12.






	 	2.8	 	“Cause” means, unless otherwise specified in an Award Agreement or in an applicable
employment agreement between the Company and a Participant, with respect to any
Participant:






	 	(a)	 	Willful failure to substantially perform his or her duties as an
Employee (for reasons other than physical or mental illness) or Director after
reasonable notice to the Participant of that failure;






	 	(b)	 	A fraud against, or theft of property of, the Company or any Subsidiary
or Affiliate;






	 	(c)	 	Conviction of, or entering into a plea of nolo contendere or guilty to,
a felony or a misdemeanor offense involving violent or dishonest behavior under the
laws of the United States or any State;






	 	(d)	 	Gross negligence or willful misconduct that causes, or the knowing
failure to take reasonable and appropriate action to prevent, any material injury
to the financial condition or business reputation of the Company or any Subsidiary
or Affiliate; or






	 	(e)	 	A material breach of any written covenant or agreement with the Company
or any Subsidiary or Affiliate.






	 	2.9	 	“Change of Control” 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 paragraph (b) below).






	 	(b)	 	Notwithstanding that the Company has not undergone a change in
ownership under paragraph (a) above, 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 paragraph (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.






	 	2.10	 	“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.
For purposes of this Plan, references to sections of the Code shall be deemed to include
references to any applicable regulations thereunder and any successor or similar
provision.






	 	2.11	 	“Commission” means the Securities and Exchange Commission.






	 	2.12	 	“Committee” means the Compensation Committee of the Board or a subcommittee thereof
or any other committee designated by the Board to administer this Plan. The members of
the Committee shall be appointed from time to time by and shall serve at the discretion of
the Board. If the Committee does not exist or cannot function for any reason, the Board
may take any action under the Plan that would otherwise be the responsibility of the
Committee.






	 	2.13	 	“Company” means The Shaw Group Inc., a Louisiana corporation, and any successor
thereto as provided in Article 22.






	 	2.14	 	“Covered Employee” means any Employee who is or may become a “Covered Employee,” as
defined in Code Section 162(m), and who is designated, either as an individual Employee or
class of Employees, by the Committee within the shorter of (i) 90 days after the beginning
of the Performance Period, or (ii) 25% of the Performance Period has elapsed, as a
“Covered Employee” under this Plan for such applicable Performance Period.






	 	2.15	 	“Director” means any individual who is a member of the Board of Directors of the
Company.






	 	2.16	 	“Disability” has the meaning assigned to such term in Code Section 22(e)(3).






	 	2.17	 	“Dividend Equivalent” means a credit, made at the discretion of the Committee, to the
account of a Participant in an amount equal to the dividends paid on one Share for each
Share represented by an Award held by such Participant






	 	2.18	 	“Effective Date” has the meaning set forth in Section 1.1.






	 	2.19	 	“Employee” means any individual performing services for the Company, an Affiliate or
a Subsidiary and designated as an employee of the Company, the Affiliate or the Subsidiary
on its payroll records. An Employee shall not include any individual during any period he
or she is classified or treated by the Company, Affiliate or Subsidiary as an independent
contractor, a consultant or an employee of an employment, consulting or temporary agency
or any other entity other than the Company, Affiliate or Subsidiary, without regard to
whether such individual is subsequently determined to have been, or is subsequently
retroactively reclassified, as a common-law employee of the Company, Affiliate or
Subsidiary during such period. An individual shall not cease to be an Employee in the
case of (i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, any Affiliates or any Subsidiaries. For
purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed, then three
months following the 91st day of such leave, any Incentive Stock Option held by
a Participant shall cease to be treated as an Incentive Stock Option and shall be treated
for tax purposes as a Nonqualified Stock Option. Neither service as a Director nor
payment of a director‘s fee by the Company shall be sufficient to constitute “employment”
by the Company.






	 	2.20	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, or any successor act thereto.






	 	2.21	 	“Extraordinary Items” means (i) extraordinary, unusual and/or nonrecurring items of
gain or loss; (ii) gains or losses on the disposition of a business; (iii) changes in tax
or accounting regulations or laws; or (iv) the effect of a merger or acquisition, all of
which must be identified in the audited financial statements, including footnotes, or the
Management Discussion and Analysis section of the Company’s annual report.






	 	2.22	 	“Fair Market Value” or “FMV” means, as applied to a specific date, the price of a
Share that is based on the opening, closing, actual, high, low or average selling prices
of a Share reported on any established stock exchange or national market system including
without limitation the New York Stock Exchange and the National Market System of the
National Association of Securities Dealers, Inc. Automated Quotation System on the
applicable date, the preceding trading day, the next succeeding trading day, or an average
of trading days, as determined by the Committee in its discretion. Unless the Committee
determines otherwise, Fair Market Value shall be deemed to be equal to the closing price
of a Share on the most recent date on which Shares were publicly traded.






	 	2.23	 	“Full Value Award” means an Award other than in the form of an ISO, NQSO or SAR that
is settled by the issuance of Shares.






	 	2.24	 	“Grant Date” means the date an Award is granted to a Participant pursuant to the
Plan.






	 	2.25	 	“Grant Price” means the price established at the time of grant of an SAR pursuant to
Article 7.






	 	2.26	 	“Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under
Article 6 to an Employee that is designated as an Incentive Stock Option and that is
intended to meet the requirements of Code Section 422 or any successor provision.






	 	2.27	 	“Insider” shall mean an individual who is, on the relevant date, an officer (as
defined in Rule 16a-1(f) (or any successor provision) promulgated by the Commission under
the Exchange Act) or Director of the Company, or a more than 10% Beneficial Owner of any
class of the Company’s equity securities that is registered pursuant to Section 12 of the
Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange
Act.






	 	2.28	 	“Nonemployee Director” means a Director who is not an Employee.






	 	2.29	 	“Nonemployee Director Award” means any NQSO, SAR or Full Value Award granted, whether
singly, in combination or in tandem, to a Participant who is a Nonemployee Director
pursuant to such applicable terms, conditions and limitations as the Board or Committee
may establish in accordance with this Plan.






	 	2.30	 	“Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet
the requirements of Code Section 422, or that otherwise does not meet such requirements.






	 	2.31	 	“Option” means an Award granted to a Participant pursuant to Article 6, which Award
may be an Incentive Stock Option or a Nonqualified Stock Option.






	 	2.32	 	“Option Price” means the price at which a Share may be purchased by a Participant
pursuant to an Option.






	 	2.33	 	“Other Stock-Based Award” means an equity-based or equity-related Award not otherwise
described by the terms of this Plan that is granted pursuant to Article 12.






	 	2.34	 	“Participant” means any eligible individual as set forth in Article 5 to whom an
Award is granted.






	 	2.35	 	“Performance-Based Compensation” means compensation under an Award that is intended
to satisfy the requirements of Code Section 162(m) for certain performance-based
compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this
Plan shall be construed to mean that an Award that does not satisfy the requirements for
performance-based compensation under Code Section 162(m) does not constitute
performance-based compensation for other purposes, including Code Section 409A.






	 	2.36	 	“Performance Measures” means measures, as described in Article 14, upon which
performance goals are based and that are approved by the Company’s shareholders pursuant
to this Plan in order to qualify Awards as Performance-Based Compensation.






	 	2.37	 	“Performance Period” means the period of time during which pre-established
performance goals must be met in order to determine the degree of payout and/or vesting
with respect to an Award.






	 	2.38	 	“Performance Share” means an Award granted to a Participant pursuant to Article 10.






	 	2.39	 	“Performance Unit” means an Award granted to a Participant pursuant to Article 11.






	 	2.40	 	“Period of Restriction” means the period when Restricted Stock or Restricted Stock
Units are subject to a substantial risk of forfeiture (based on the passage of time, the
achievement of performance goals or upon the occurrence of other events as determined by
the Committee, in its discretion) as provided in Articles 8 and 9.






	 	2.41	 	“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the






Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as


defined in Section 13(d) thereof.




	 	2.42	 	“Plan” means The Shaw Group Inc. 2008 Omnibus Incentive Plan, as the same may be
amended from time to time.






	 	2.43	 	“Plan Year” means the Company’s fiscal year.






	 	2.44	 	“Prior Plans” means The Shaw Group Inc. 2001 Employee Incentive Compensation Plan, as
amended and restated through November 2, 2007 and the 2005 Non-Employee Director Stock
Incentive Plan, as amended and restated through November 2, 2007.






	 	2.45	 	“Restricted Stock” means an Award granted to a Participant pursuant to Article 9.






	 	2.46	 	“Restricted Stock Unit” means an Award granted to a Participant pursuant to Article
9 that represents an unfunded and unsecured promise to deliver Shares, some
other form of payment, or a combination thereof in accordance with the terms of the
applicable Award Agreement.






	 	2.47	 	“Share” means a share of common stock of the Company, no par value per share.






	 	2.48	 	“Stock Appreciation Right” or “SAR” means an Award designated as an SAR pursuant to
the terms of Article 7.






	 	2.49	 	“Subsidiary” means any corporation or other entity, whether domestic or foreign, in
which the Company has or obtains, directly or indirectly, an interest of more than 50% by
reason of stock ownership or otherwise.






	 	2.50	 	“Third-Party Service Provider” means any consultant, agent, advisor or independent
contractor who renders services to the Company, a Subsidiary or an Affiliate that (a) are
not in connection with the offer and sale of the Company’s securities in a capital raising
transaction and (b) do not directly or indirectly promote or maintain a market for the
Company’s securities.






Article 3. Administration



3.1 General. The Committee shall be responsible for administering this Plan, subject to this
Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants,
accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the
Company, and its officers and Directors shall be entitled to rely upon the advice, opinions or
valuations of any such individuals. All actions taken and all interpretations and determinations
made by the Committee shall be final and binding upon the Participants, the Company, any Affiliate
or Subsidiary, and all other interested individuals.



3.2 Authority of the Committee. Subject to any express limitations set forth in the Plan, the
Committee shall have full and exclusive discretionary power and authority to take such actions as
it deems necessary and advisable with respect to the administration of the Plan including, but not
limited to, the following:




	 	(a)	 	To determine from time to time which of the persons eligible under the Plan shall be
granted Awards, when and how each Award shall be granted, what type or combination of
types of Awards shall be granted, the provisions of each Award granted (which need not be
identical), including the time or times when a person shall be permitted to receive Shares
pursuant to an Award, and the number of Shares subject to an Award;






	 	(b)	 	To construe and interpret the Plan and Awards granted under it, and to establish,
amend, and revoke rules and regulations for its administration. The Committee, in the
exercise of this power, may correct any defect, omission or inconsistency in the Plan or
in an Award Agreement, in a manner and to the extent it shall deem necessary or expedient
to make the Plan fully effective;






	 	(c)	 	To approve forms of Award Agreements for use under the Plan;






	 	(d)	 	To determine Fair Market Value of a Share in accordance with Section 2.19 of the
Plan;






	 	(e)	 	To amend the Plan or any Award Agreement as provided in the Plan;






	 	(f)	 	To adopt sub-plans and/or special provisions applicable to stock awards regulated by
the laws of a jurisdiction other than and outside of the United States. Such sub-plans
and/or special provisions may take precedence over other provisions of the Plan, but
unless otherwise superseded by the terms of such sub-plans and/or special provisions, the
provisions of the Plan shall govern;






	 	(g)	 	To authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Award previously granted by the Board;






	 	(h)	 	To determine whether Awards will be settled in shares of common stock, cash or in any
combination thereof;






	 	(i)	 	To determine whether Awards will be adjusted for Dividend Equivalents;






	 	(j)	 	To establish a program whereby Participants designated by the Committee may reduce
compensation otherwise payable in cash in exchange for Awards under the Plan;






	 	(k)	 	To authorize a program permitting eligible Participants to surrender outstanding
Awards in exchange for newly granted Awards;






	 	(l)	 	To impose such restrictions, conditions or limitations as it determines appropriate
as to the timing and manner of any resales by a Participant or other subsequent transfers
by a Participant of any Shares, including, without limitation, (i) restrictions under an
insider trading policy and (ii) restrictions as to the use of a specified brokerage firm
for such resales or other transfers; and






	 	(m)	 	To provide, either at the time an Award is granted or by subsequent action, that an
Award shall contain as a term thereof, a right, either in tandem with the other rights
under the Award or as an alternative thereto, of the Participant to receive, without
payment to the Company, a number of Shares, cash or a combination thereof, the amount of
which is determined by reference to the value of Shares.





3.3 Delegation. The Committee may delegate to one or more of its members or to one or more
officers of the Company or any Subsidiary or Affiliate or to one or more agents or advisors such
administrative duties or powers as it may deem advisable, and the Committee or any individuals to
whom it has delegated duties or powers as aforesaid may employ one or more individuals to render
advice with respect to any responsibility the Committee or such individuals may have under this
Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or
both of the following on the same basis as can the Committee: (a) designate Employees to be
recipients of Awards; and (b) determine the size of any such Awards; provided,
however, (i) the Committee shall not delegate such responsibilities to any such officer for
Awards granted to an Employee who is considered an Insider; (ii) the resolution providing such
authorization sets forth the total number of Awards such officer(s) may grant; and (iii) the
officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards
granted pursuant to the authority delegated.




Article 4. Shares Subject to This Plan and Maximum Awards



4.1 Number of Shares Authorized and Available for Awards. The number of Shares authorized and
available for Awards under the Plan shall be determined in accordance with the following
provisions:




	 	(a)	 	Subject to adjustment as provided in Section 4.4 of the Plan, the maximum number of
Shares available for issuance under the Plan shall be 4.5 million Shares plus the number
of Shares subject to Awards outstanding under the Prior Plans as of Effective Date but
only to the extent that such outstanding Awards are forfeited, expire or otherwise
terminate without the issuance of such Shares. To the extent that a Share is issued
pursuant to the grant or exercise of a Full Value Award, it shall reduce the number of
Shares reserved under the Plan by 1.57 Shares, and to the extent that a Share is issued
pursuant to the grant or exercise of an Award other than a Full Value Award, it shall
reduce the number of Shares reserved under the Plan by 1.00 Share.






	 	(b)	 	The maximum number of Shares that may be issued pursuant to ISOs under the Plan shall
be 4.5 million Shares.





4.2 Share Usage. Shares covered by an Award shall be counted as used only to the extent they
are actually issued; provided, however, the full number of Stock Appreciation
Rights granted that are to be settled by the issuance of Shares shall be counted against the number
of Shares available for award under the Plan, regardless of the number of Shares actually issued
upon settlement of such Stock Appreciation Rights and the full number of Options granted that are
exercised and settled by the issuance of Shares shall be counted against the number of Shares
available for award under the Plan, regardless of the number of Shares actually issued upon
exercise of such Options. Further, any Shares withheld to satisfy tax withholding obligations on
Awards issued under the Plan and Shares tendered to pay the exercise price of Awards under the Plan
will no longer be eligible to be returned as available Shares under the Plan. Any Shares related
to Awards under this Plan that terminate by expiration, forfeiture, cancellation or otherwise
without the issuance of the Shares, are settled in cash in lieu of Shares, or are exchanged with
the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares shall
be available again for grant under this Plan. The Shares available for issuance under this Plan
may be authorized and unissued Shares or treasury Shares.



4.3 Annual Award Limits. Unless and until the Committee determines that an Award to a Covered
Employee shall not be designed to qualify as Performance-Based Compensation, the following limits,
as adjusted pursuant to Sections 4.4 and 20.2, shall apply to grants of such Awards under this
Plan:




	 	(a)	 	Options and SARs: The maximum aggregate number of Shares subject to Options and SARs
granted to any one Participant in any one Plan Year shall be 2.5 million.






	 	(c)	 	Restricted Stock and Restricted Stock Units: The maximum aggregate number of Shares
subject to Restricted Stock and Restricted Stock Units granted to any one Participant in
any one Plan Year shall be 500,000.






	 	(e)	 	Performance Units: The maximum aggregate amount awarded or credited with respect to
Performance Units to any one Participant in any one Plan Year may not exceed $2,000,000
determined as of the date of payout.






	 	(f)	 	Performance Shares: The maximum aggregate number of Shares subject to Performance
Shares that a Participant may receive in any one Plan Year shall be 100,000 Shares
determined as of the date of payout.






	 	(g)	 	Cash-Based Awards: The maximum aggregate amount awarded or credited with respect to
Cash-Based Awards to any one Participant in any one Plan Year may not exceed $10 million
determined as of the date of payout.






	 	(h)	 	Other Stock-Based Awards: The maximum aggregate number of Shares subject to an Other
Stock-Based Awards to any one Participant in any one Plan Year may not exceed 100,000
Shares determined as of the date of payout.





4.4 Adjustments in Authorized Shares. Adjustment in authorized Shares available for issuance
under the Plan or under an outstanding Award and adjustments in Annual Award Limits shall be
subject to the following provisions:




	 	(a)	 	In the event of any corporate event or transaction (including, but not limited to, a
change in the Shares of the Company or the capitalization of the Company), such as a
merger, consolidation, reorganization, recapitalization, separation, partial or complete
liquidation, stock dividend, stock split, reverse stock split, split up, spin-off or other
distribution of stock or property of the Company, combination of Shares, exchange of
Shares, dividend in kind or other like change in capital structure, number of outstanding
Shares or distribution (other than normal cash dividends) to shareholders of the Company,
or any similar corporate event or transaction, the Committee, in order to prevent dilution
or enlargement of Participants’ rights under this Plan, shall substitute or adjust, as
applicable, the number and kind of Shares that may be issued under this Plan or under
particular forms of Awards, the number and kind of Shares subject to outstanding Awards,
the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits
and other value determinations applicable to outstanding Awards; provided that the
Committee, in its sole discretion, shall determine the methodology or manner of making
such substitution or adjustment.






	 	(b)	 	The Committee, in its sole discretion, may also make appropriate adjustments in the
terms of any Awards under this Plan to reflect or related to such changes or distributions
and to modify any other terms of outstanding Awards, including modifications of
performance goals and changes in the length of Performance Periods.






	 	(c)	 	The determination of the Committee as to the foregoing adjustments, if any, shall be
conclusive and binding on Participants under this Plan.






	 	(d)	 	Subject to the provisions of Article 19 and notwithstanding anything else herein to
the contrary, without affecting the number of Shares reserved or available hereunder, the
Committee may authorize the issuance or assumption of benefits under this Plan in
connection with any merger, consolidation, acquisition of property or stock or
reorganization upon such terms and conditions as it may deem appropriate, subject to
compliance with the rules under Code Sections 422 and 424, as and where applicable.






Article 5. Eligibility and Participation



5.1 Eligibility. Individuals eligible to participate in this Plan include all Employees,
Directors and Third-Party Service Providers.



5.2 Actual Participation. Subject to the provisions of this Plan, the Committee may, from
time to time, select from all eligible individuals, those individuals to whom Awards shall be
granted and shall determine, in its sole discretion, the nature of, any and all terms permissible
by law, and the amount of each Award.




Article 6. Stock Options



6.1 Grant of Options. Subject to the terms and provisions of this Plan, an Option may be
granted to a Participant in such number, and upon such terms, and at any time and from time to time
as shall be determined by the Committee, in its sole discretion.



6.2 Option Award Agreement. Each Option grant shall be evidenced by an Award Agreement that
shall specify the Option Price, the term of the Option, the number of Shares to which the Option
pertains, the conditions upon which the Option shall become vested and exercisable, and such other
provisions as the Committee shall determine that are not inconsistent with the terms of this Plan.
The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO.



6.3 Option Price. The Option Price for each grant of an Option shall be determined by the
Committee in its sole discretion and shall be specified in the Award Agreement; provided,
however, the Option Price must be at least equal to 100% of the FMV of a Share as of the
Option’s Grant Date, subject to adjustment as provided for under Section 4.4.



6.4 Term of Option. The term of an Option granted to a Participant shall be determined by the
Committee, in its sole discretion; provided, however, no Option shall be exercisable later than the
tenth anniversary date of its grant. Notwithstanding the foregoing, for Nonqualified Stock Options
granted to Participants outside the United States, the Committee has the authority to grant
Nonqualified Stock Options that have a term greater than ten years.



6.5 Exercise of Option. An Option shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each instance approve, which terms and
restrictions need not be the same for each grant or for each Participant.



6.6 Payment. An Option shall be exercised by the delivery of a notice of exercise to the
Company or an agent designated by the Company in a form specified or accepted by the Committee, or
by complying with any alternative procedures that may be authorized by the Committee, setting forth
the number of Shares with respect to which the Option is to be exercised, accompanied by full
payment for the Shares. A condition of the issuance of the Shares as to which an Option shall be
exercised shall be the payment of the Option Price. The Option Price of any exercised Option shall
be payable to the Company in accordance with one of the following methods:




	 	(a)	 	In cash or its equivalent;






	 	(b)	 	By tendering (either by actual delivery or attestation) previously acquired Shares
having an aggregate Fair Market Value at the time of exercise equal to the Option Price;






	 	(c)	 	By a cashless (broker-assisted) exercise;






	 	(d)	 	By any combination of (a), (b) and (c); or






	 	(e)	 	Any other method approved or accepted by the Committee in its sole discretion.





Subject to any governing rules or regulations, as soon as practicable after receipt of written
notification of exercise and full payment (including satisfaction of any applicable tax
withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon
the Participant’s request, Share certificates in an appropriate amount based upon the number of
Shares purchased under the Option. Unless otherwise determined by the Committee, all payments under
all of the methods indicated above shall be paid in United States dollars or Shares, as applicable.



6.7 Termination of Employment. Each Award Agreement shall set forth the extent to which a
Participant shall have the right to exercise an Option following termination of the Participant’s
employment or provision of services to the Company or any Affiliate or Subsidiary, as the case may
be. Such provisions shall be determined in the sole discretion of the Committee, shall be included
in the Award Agreement entered into with each Participant, need not be uniform among all Options,
and may reflect distinctions based on the reasons for termination.



6.8 Special Rules Regarding ISOs. Notwithstanding any provision of the Plan to the contrary,
an Option granted in the form of an ISO to a Participant shall be subject to the following rules:




	 	(a)	 	Special ISO definitions:






	 	(i)	 	“Parent Corporation” shall mean as of any applicable date a corporation
in respect of the Company that is a parent corporation within the meaning of Code
Section 424(e).






	 	(ii)	 	“ISO Subsidiary” shall mean as of any applicable date any corporation
in respect of the Company that is a subsidiary corporation within the meaning of
Code Section 424(f).






	 	(iii)	 	A “10% Owner” is an individual who owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or its Parent Corporation or any ISO Subsidiary.






	 	(b)	 	Eligible employees. An ISO may be granted solely to eligible Employees of the
Company, Parent Corporation, or ISO Subsidiary.






	 	 	 	(c) Specified as an ISO. An Award Agreement evidencing the grant of an ISO shall specify
that such grant is intended to be an ISO.






	 	(d)	 	Option price. The Option Price of an ISO granted shall be determined by the
Committee in its sole discretion and shall be specified in the Award Agreement; provided,
however, the Option Price must be at least equal 100% of the Fair Market Value of a Share
as of the ISO’s Grant Date (in the case of 10% owners, the Option Price may not be not
less than 110% of such Fair Market Value), subject to adjustment provided for under
Section 4.4.






	 	(e)	 	Right to exercise. Any ISO granted to a Participant shall be exercisable during his
or her lifetime solely by such Participant.






	 	 	 	(f) Exercise period. The period during which a Participant may exercise an ISO shall not
exceed ten years (five years in the case of a Participant who is a 10% owner) from the
date on which the ISO was granted.






	 	 	 	(g) Termination of employment. In the event a Participant terminates employment due to
death or Disability, the Participant (or, in the case of death, the person(s) to whom the
Option is transferred by will or the laws of descent and distribution) shall have the
right to exercise the Participant’s ISO award during the period specified in the
applicable Award Agreement solely to the extent the Participant had the right to exercise
the ISO on the date of his death or Disability; as applicable, provided, however that such
period may not exceed one year from the date of such termination of employment or if
shorter, the remaining term of the ISO. In the event a Participant terminates employment
for reasons other than death or disability, the Participant shall have the right to
exercise the Participant’s ISO during the period specified in the applicable Award
Agreement solely to the extent the Participant had the right to exercise the ISO on the
date of such termination of employment; provided, however, that
such period may not exceed three months from the date of such termination of employment or
if shorter, the remaining term of the ISO.






	 	 	 	(h) Dollar limitation. To the extent that the aggregate Fair Market Value of (a) the
Shares with respect to which Options designated as Incentive Stock Options plus (b) the
            shares of stock of the Company, Parent Corporation and any ISO Subsidiary with respect to
which other Incentive Stock Options are exercisable for the first time by a holder of an
ISO during any calendar year under all plans of the Company and any Affiliate and
Subsidiary exceeds $100,000, such Options shall be treated as Nonqualified Stock Options.
For purposes of the preceding sentence, (a) Options shall be taken into account in the
order in which they were granted, and (b) the Fair Market Value of the Shares shall be
determined as of the time the Option or other incentive stock option is granted.






	 	(i)	 	Duration of plan. No ISO may be granted more than ten years after the earlier of (a)
adoption of this Plan by the Board and (b) the Effective Date.






	 	(j)	 	Notification of disqualifying disposition. If any Participant shall make any
disposition of Shares issued pursuant to the exercise of an ISO, such Participant shall
notify the Company of such disposition within 30 days thereof. The Company shall use such
information to determine whether a disqualifying disposition as described in Code section
421(b) has occurred.






	 	 	 	(k) Transferability. No ISO may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent and distribution;
provided, however, at the discretion of the Committee, an ISO may be
transferred to a grantor trust under which Participant making the transfer is the sole
beneficiary.






Article 7. Stock Appreciation Rights



7.1 Grant of SARs. Subject to the terms and conditions of this Plan, an SAR may be granted to
a Participant in such number, and upon such terms, and at any time and from time to time as shall
be determined by the Committee, in its sole discretion.



7.2 SAR Award Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall
specify the Grant Price, the term of the SAR, the number of shares to which the SAR pertains, the
conditions upon which the SAR shall become vested and exercisable, and such other provisions as the
Committee shall determine that are not inconsistent with the terms of this Plan.



7.3 Grant Price. The Grant Price for each grant of an SAR shall be determined by the
Committee and shall be specified in the Award Agreement; provided, however, the
Grant Price must be at least equal to 100% of the FMV of a Share as of the Grant Date, subject to
adjustment as provided for under Section 4.4.



7.4 Term of SAR. The term of an SAR granted to a Participant shall be determined by the
Committee, in its sole discretion; provided, however, no SAR shall be exercisable
later than the tenth anniversary date of its grant. Notwithstanding the foregoing, for SARs
granted to Participants outside the United States, the Committee has the authority to grant SARs
that have a term greater than ten years.



7.5 Exercise of SAR. An SAR shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each instance approve, which terms and
restrictions need not be the same for each grant or for each Participant.



7.6 Notice of Exercise. An SAR shall be exercised by the delivery of a notice of exercise to
the Company or an agent designated by the Company in a form specified or accepted by the Committee,
or by complying with any alternative procedures that may be authorized by the Committee, setting
forth the number of Shares with respect to which the SAR is to be exercised.



7.7 Settlement of SARs. Upon the exercise of an SAR, pursuant to a notice of exercise
properly completed and submitted to the Company in accordance with Section 7.6, a Participant shall
be entitled to receive payment from the Company in an amount equal to the product of (a) and (b)
below:




	 	(a)	 	The excess of the Fair Market Value of a Share on the date of exercise over the Grant
Price.






	 	(b)	 	The number of Shares with respect to which the SAR is exercised.





7.8 Form of Payment. Payment, if any, with respect to an SAR settled in accordance with
Section 7.7 of the Plan shall be made in accordance with the terms of the applicable Award
Agreement. If payment is made in Shares, then subject to any governing rules or regulations, as
soon as practicable after receipt of written notification of exercise (including satisfaction of
any applicable tax withholding), the Company shall deliver to the Participant evidence of book
entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based
upon the number of Shares issued under the SAR.



7.9 Termination of Employment. Each Award Agreement shall set forth the extent to which a
Participant shall have the right to exercise the SAR following termination of the Participant’s
employment with or provision of services to the Company or any Affiliate or Subsidiary, as the case
may be. Such provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with Participants, need not be uniform among all SARs
issued pursuant to this Article 7, and may reflect distinctions based on the reasons for
termination.




Article 8. Restricted Stock



8.1 Grant of Restricted Stock. Subject to the terms and provisions of this Plan, Restricted
Stock may be granted to a Participant in such number, and upon such terms, and at any time and from
time to time as shall be determined by the Committee, in its sole discretion.



8.2 Restricted Stock Award Agreement. Each Restricted Stock grant shall be evidenced by an
Award Agreement that shall specify the number of Shares of Restricted Stock granted, the Period of
Restriction, and such other provisions as the Committee shall determine that are not inconsistent
with the terms of this Plan.



8.3 Other Restrictions. The Committee shall impose such other conditions or restrictions on
any grant of Restricted Stock granted as it may deem advisable including, without limitation, one
or more of the following:




	 	(a)	 	A requirement that a Participant pay a stipulated purchase price for each Share of
Restricted Stock;






	 	(b)	 	Restrictions based upon the achievement of specific performance goals;






	 	(c)	 	Time-based restrictions on vesting following the attainment of the performance goals;






	 	(d)	 	Time-based restrictions; or






	 	(e)	 	Restrictions under applicable laws and restrictions under the requirements of any
stock exchange or market on which such Shares are listed or traded.





8.4 Issuance of Shares. To the extent deemed appropriate by the Committee, the Company may
retain the certificates representing Shares of Restricted Stock in the Company’s possession until
such time as all conditions or restrictions applicable to such Shares have been satisfied or lapse.
Shares of Restricted Stock covered by each Restricted Stock grant shall become freely transferable
by the Participant after all conditions and restrictions applicable to such Shares have been
satisfied or lapsed (including satisfaction of any applicable tax withholding obligations);
provided that subject to any governing rules or regulations, as soon as practicable after
such Shares become freely transferable, the Company shall deliver to the Participant evidence of
book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount.



8.5 Certificate Legend. In addition to any legends placed on certificates pursuant to
Section 8.3, each certificate representing Shares of Restricted Stock granted pursuant to this Plan
may bear a legend such as the following or as otherwise determined by the Committee in its sole
discretion: The sale or transfer of Shares of stock represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as
set forth in The Shaw Group Inc. 2008 Omnibus Incentive Plan, and in the associated Award
Agreement. A copy of this Plan and such Award Agreement may be obtained from The Shaw Group Inc.



8.6 Voting Rights. Unless otherwise determined by the Committee and set forth in a
Participant’s Award Agreement, to the extent permitted or required by law, as determined by the
Committee, a Participant holding Shares of Restricted Stock granted hereunder may be granted the
right to exercise full voting rights with respect to those Shares during the Period of Restriction.



8.7 Termination of Employment. Each Award Agreement shall set forth the extent to which a
Participant shall vest in or forfeit a Restricted Stock grant following termination of the
Participant’s employment with or provision of services to the Company or any Affiliate or
Subsidiary, as the case may be. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each Participant, need not be
uniform among all Shares of Restricted Stock and may reflect distinctions based on the reasons for
termination.




Article 9. Restricted Stock Units



9.1 Grant of Restricted Stock Units. Subject to the terms and provisions of this Plan,
Restricted Stock Units may be granted to a Participant in such number, and upon such terms, and at
any time and from time to time as shall be determined by the Committee, in its sole discretion. A
grant of a Restricted Stock Unit or Restricted Stock Units shall not represent the grant of Shares
but shall represent a promise to deliver a corresponding number of Shares based upon the completion
of service, performance conditions, or such other terms and conditions as specified in the
applicable Award Agreement over the Restriction Period.



9.2 Restricted Stock Unit Award Agreement. Each grant of Restricted Stock Units shall be
evidenced by an Award Agreement that shall specify the number of the number of Restricted Stock
Units granted, the Period of Restriction, and such other provisions as the Committee shall
determine that are not inconsistent with the terms of this Plan.



9.3 Other Restrictions. The Committee shall impose such other conditions or restrictions on
any grant of Restricted Stock Units as it may deem advisable including, without limitation, one or
more of the following:




	 	(a)	 	A requirement that a Participant pay a stipulated purchase price for each Restricted
Stock Unit;






	 	(b)	 	Restrictions based upon the achievement of specific performance goals;






	 	(c)	 	Time-based restrictions on vesting following the attainment of the performance goals;






	 	(d)	 	Time-based restrictions; and/or






	 	(e)	 	Restrictions under applicable laws or under the requirements of any stock exchange on
which Shares are listed or traded.





9.4 Voting Rights. A Participant shall have no voting rights with respect to any Restricted
Stock Units granted hereunder.



9.5 Settlement and Payment Restricted Stock Units. Unless otherwise elected by the
Participant or otherwise provided for in the Award Agreement, Restricted Stock Units shall be
settled upon the date such Restricted Stock Units vest. Such settlement may be made in Shares,
cash or a combination thereof, as specified in the Award Agreement. If Restricted Stock Units are
settled in Shares, then as soon as practicable following the date of settlement the Company shall
deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share
certificates in an appropriate amount.



9.6 Termination of Employment. Each Award Agreement shall set forth the extent to which a
Participant shall vest in or forfeit Restricted Stock Units following termination of the
Participant’s employment with or provision of services to the Company or any Affiliate or
Subsidiary, as the case may be. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each Participant, need not be
uniform among all grants of Restricted Stock Units, and may reflect distinctions based on the
reasons for termination.




Article 10. Performance Shares



10.1 Grant of Performance Shares. Subject to the terms and provisions of this Plan,
Performance Shares may be granted to a Participant in such number, and upon such terms and at any
time and from time to time as shall be determined by the Committee, in its sole discretion.



10.2 Performance Share Award Agreement. Each grant of Performance Shares shall be evidenced
by an Award Agreement that shall specify the number of Performance Shares granted, the Performance
Period over which such Performance Shares may be earned, the applicable performance measures and
performance goals and such other provisions as the Committee shall determine that are not
inconsistent with the terms of this Plan.



10.3 Value of Performance Shares. Each Performance Share shall have an initial value equal to
the Fair Market Value of a Share on the Grant Date. The Committee shall set performance goals in
its discretion that, depending on the extent to which they are met over the specified Performance
Period, shall determine the number of Performance Shares that shall be paid to a Participant.



10.4 Earning of Performance Shares. After the applicable Performance Period has ended, the
number of Performance Shares earned by the Participant over the Performance Period shall be
determined as a function of the extent to which the applicable corresponding performance goals have
been achieved. This determination shall be made solely by the Committee.



10.5 Form and Timing of Payment of Performance Shares. The Committee shall pay at the close
of the applicable Performance Period, or as soon as practicable thereafter, any earned Performance
Shares in the form of cash or in Shares or in a combination thereof, as specified in a
Participant’s Award Agreement. Any Shares paid to a Participant under this Section 10.5 may be
subject to any restrictions deemed appropriate by the Committee. If Performance Shares are settled
in Shares, then as soon as practicable following the date of settlement the Company shall deliver
to the Participant evidence of book entry Shares, or upon the Participant’s request, Share
certificates in an appropriate amount.



10.6 Termination of Employment. Each Award Agreement shall set forth the extent to which a
Participant shall vest in or forfeit Performance Shares following termination of the Participant’s
employment with or provision of services to the Company or any Affiliate or Subsidiary, as the case
may be. Such provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with each Participant, need not be uniform among all
Awards of Performance Shares issued pursuant to this Plan, and may reflect distinctions based on
the reasons for termination.




Article 11. Performance Units



11.1 Grant of Performance Units. Subject to the terms and provisions of this Plan,
Performance Units may be granted to a Participant in such number, and upon such terms and at any
time and from time to time as shall be determined by the Committee, in its sole discretion.



11.2 Performance Share Award Agreement. Each grant of Performance Units shall be evidenced by
an Award Agreement that shall specify the number of Performance Shares granted, the Performance
Period over which such Performance Units may be earned, the applicable performance measures and
performance goals and such other provisions as the Committee shall determine that are consistent
with the terms of this Plan.



11.3 Value of Performance Units. Each Performance Unit shall have an initial notional value
equal to a dollar amount determined by the Committee, in its sole discretion. The Committee shall
set performance goals in its discretion that, depending on the extent to which they are met over
the specified Performance Period, will determine the number of Performance Units that shall be
settled and paid to the Participant.



11.4 Earning of Performance Units. After the applicable Performance Period has ended, the
number of Performance Shares earned by the Participant over the Performance Period shall be
determined as a function of the extent to which the applicable corresponding performance goals have
been achieved. This determination shall be made solely by the Committee.



11.5 Form and Timing of Payment of Performance Units. The Committee shall pay at the close of
the applicable Performance Period, or as soon as practicable thereafter, any earned Performance
Units in the form of cash or in Shares or in a combination thereof, as specified in a Participant’s
Award Agreement. Any Shares paid to a Participant under this Section 11.5 may be subject to any
restrictions deemed appropriate by the Committee. If Performance Units are settled in Shares, then
as soon as practicable following the date of settlement the Company shall deliver to the
Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in
an appropriate amount.



11.6 Termination of Employment. Each Award Agreement shall set forth the extent to which a
Participant shall vest in or forfeit Performance Shares following termination of the Participant’s
employment with or provision of services to the Company or any Affiliate or Subsidiary, as the case
may be. Such provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with each Participant, need not be uniform among all
Awards of Performance Shares issued pursuant to this Plan, and may reflect distinctions based on
the reasons for termination.




Article 12. Cash-Based Awards and Other Stock-Based Awards



12.1 Other Cash-Based and Stock-Based Awards. The Committee may grant other types of
equity-based or equity-related Awards not otherwise described by the terms of this Plan (including
the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and
conditions, as the Committee shall determine. Such Awards may involve the transfer of actual
Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares.
In addition, the Committee, at any time and from time to time, may grant Cash-Based Awards to a
Participant in such amounts and upon such terms as the Committee shall determine, in its sole
discretion.



12.2 Value of Cash-Based Awards and Other Stock-Based Awards. Each Other Stock-Based Award
shall be expressed in terms of Shares or units based on Shares, as determined by the Committee, in
its sole discretion. Each Cash-Based Award shall specify a payment amount or payment range as
determined by the Committee, in its sole discretion. If the Committee exercises its discretion to
establish performance goals, the value of Cash-Based Awards that shall be paid to the Participant
will depend on the extent to which such performance goals are met.



12.3 Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect
to Cash-Based Awards and Other Stock-Based Award shall be made in accordance with the terms of the
Award, in cash or Shares as the Committee determines.



12.4 Termination of Employment. The Committee shall determine the extent to which the
Participant shall vest in or forfeit Cash-Based Awards and Other Stock-Based Awards following
termination of the Participant’s employment with or provision of services to the Company or any
Affiliate or Subsidiary, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee and may be included in an agreement entered into with each Participant,
but need not be uniform among all Cash-Based Awards or Other Stock-Based Awards, and may reflect
distinctions based on the reasons for termination.




Article 13. Transferability of Awards and Shares



13.1 Transferability of Awards. Except as provided in Section 13.2, during a Participant’s
lifetime, Options shall be exercisable only by the Participant. Awards shall not be transferable
other than by will or the laws of descent and distribution or, subject to the consent of the
Committee, pursuant to a domestic relation order entered into by a court of competent jurisdiction;
no Awards shall be subject, in whole or in part, to attachment, execution or levy of any kind; and
any purported transfer in violation of this Section 13.1 shall be null and void. The Committee may
establish such procedures as it deems appropriate for a Participant to designate a beneficiary to
whom any amounts payable or Shares deliverable in the event of, or following, the Participant’s
death may be provided.



13.2 Committee Action. Except as provided in Section 6.8(k), the Committee may, in its
discretion, determine that notwithstanding Section 13.1, any or all Awards shall be transferable,
without compensation to the transferor, to and exercisable by such transferees, and subject to such
terms and conditions, as the Committee may deem appropriate; provided, however, no
Award may be transferred for value without shareholder approval.



13.3 Restrictions on Share Transferability. The Committee may impose such restrictions on any
Shares acquired by a Participant under the Plan as it may deem advisable, including, without
limitation, minimum holding period requirements, restrictions under applicable federal securities
laws, under the requirements of any stock exchange or market upon which such Shares are then listed
or traded or under any blue sky or state securities laws applicable to such Shares.




Article 14. Performance Measures



14.1 Performance Measures. The performance goals upon which the payment or vesting of an
Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be
limited to the following Performance Measures:




	 	(a)	 	Net earnings or net income (before or after taxes);






	 	(b)	 	Earnings per share;






	 	(c)	 	Net sales or revenue growth;






	 	(d)	 	Net operating profit;






	 	(e)	 	Return measures (including, but not limited to, return on assets, capital, invested
capital, equity, sales, or revenue);






	 	(f)	 	Cash flow (including, but not limited to, operating cash flow, free cash flow, cash
flow return on equity, and cash flow return on investment);






	 	(g)	 	Earnings before or after taxes, interest, depreciation, and/or amortization;






	 	(h)	 	Gross or operating margins;






	 	(i)	 	Productivity ratios;






	 	(j)	 	Share price (including, but not limited to, growth measures and total shareholder
return);






	 	(k)	 	Expense targets;






	 	(l)	 	Cost reduction or savings;






	 	(m)	 	Performance against operating budget goals;






	 	(n)	 	Margins;






	 	(o)	 	Operating efficiency;






	 	(p)	 	Market share;






	 	(q)	 	Customer satisfaction;






	 	(r)	 	Working capital targets;






	 	(s)	 	Economic value added or EVA® (net operating profit after tax minus the sum
of capital multiplied by the cost of capital);






	 	(t)	 	Completion of securities offering; and






	 	(u)	 	Completion of corporate refinancing.





Any Performance Measure(s) may be used to measure the performance of the Company, any Subsidiary or
Affiliate as a whole or any business unit of the Company, any Subsidiary or Affiliate or any
combination thereof, as the Committee may deem appropriate, or any of the above Performance
Measures as compared to the performance of a group of comparator companies, or published or special
index that the Committee, in its sole discretion, deems appropriate. The Committee also has the
authority to provide for accelerated vesting of any Award based on the achievement of performance
goals pursuant to the Performance Measures specified in this Article 14.



14.2 Evaluation of Performance. The Committee may provide in any such Award that any
evaluation of performance may include or exclude any of the following events that occurs during a
Performance Period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c)
the effect of changes in tax laws, accounting principles, or other laws or provisions affecting
reported financial results, (d) any reorganization and restructuring programs, (e) Extraordinary
Items, (f) acquisitions or divestitures, and (g) foreign exchange gains and losses. To the extent
such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a
form that meets the requirements of Code Section 162(m) for deductibility.



14.3 Adjustment of Performance-Based Compensation. Awards that are intended to qualify as
Performance-Based Compensation may not be adjusted upward. The Committee shall retain the
discretion to adjust such Awards downward, either on a formula or discretionary basis or any
combination, as the Committee determines, in its sole discretion.



14.4 Committee Discretion. In the event that applicable tax or securities laws change to
permit Committee discretion to alter the governing Performance Measures without obtaining
shareholder approval of such changes, the Committee shall have sole discretion to make such changes
without obtaining shareholder approval. In addition, in the event that the Committee determines
that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the
Committee may make such grants without satisfying the requirements of Code Section 162(m) and base
vesting on Performance Measures other than those set forth in Section 14.1.




Article 15. Nonemployee Director Awards



15.1 Awards to Nonemployee Directors. The Board or Committee shall determine and approve all
Awards to Nonemployee Directors. The terms and conditions of any grant of any Award to a
Nonemployee Director shall be set forth in an Award Agreement.



15.2 Awards in Lieu of Fees. The Board or Committee may permit a Nonemployee Director the
opportunity to receive an Award in lieu of payment of all or a portion of future director fees
(including but not limited to cash retainer fees and meeting fees) or other types Awards pursuant
to such terms and conditions as the Board or Committee may prescribe and set forth in an applicable
sub-plan or Award Agreement.




Article 16. Dividend Equivalents



The Committee may grant dividend equivalents to a Participant based on the dividends declared
on Shares that are subject to any Award granted to the Participant with such dividend equivalents
credited to the Participant as of the applicable dividend payment dates that occur during a period
determined by the Committee. Such dividend equivalents shall be converted to and paid in cash or
additional Shares or Awards by such formula and at such time and subject to such limitations as may
be determined by the Committee. Notwithstanding any provision to the contrary, the Committee shall
not grant dividend equivalents to a Participant based on dividends declared on Shares that are
subject to any Options or SARs granted to the Participant.




Article 17. Beneficiary Designation



Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries
(who may be named contingently or successively) to whom any benefit under this Plan is to be paid
in case of his death before he receives any or all of such benefit. Each such designation
shall revoke all prior designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing with the Company
during the Participant’s lifetime. In the absence of any such beneficiary designation, benefits
remaining unpaid or rights remaining unexercised at the Participant’s death shall be paid to or
exercised by the Participant’s executor, administrator or legal representative.




Article 18. Rights of Participants



18.1 Employment. Nothing in this Plan or an Award Agreement shall (a) interfere with or limit
in any way the right of the Company, any Subsidiary or Affiliate, to terminate any Participant’s
employment with the Company, any Subsidiary or Affiliate at any time or for any reason not
prohibited by law or (b) confer upon any Participant any right to continue his employment or
service as a Director or Third-Party Service Provider for any specified period of time. Neither an
Award nor any benefits arising under this Plan shall constitute an employment contract with the
Company or any Subsidiary or Affiliate and, accordingly, subject to Articles 3 and 20, this Plan
and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of
the Committee without giving rise to any liability on the part of the Company, any Subsidiary or
Affiliate.



18.2 Participation. No individual shall have the right to be selected to receive an Award
under this Plan, or, having been so selected, to be selected to receive a future Award.



18.3 Rights as a Shareholder. Except as otherwise provided herein, a Participant shall have
none of the rights of a shareholder with respect to Shares covered by any Award until the
Participant becomes the record holder of such Shares.




Article 19. Change of Control



19.1 Change of Control of the Company. Notwithstanding any other provision of this Plan to
the contrary, the provisions of this Article 19 shall apply in the event of a Change of Control,
unless otherwise determined by the Committee in connection with the grant of an Award as reflected
in the applicable Award Agreement.




	 	(a)	 	Outstanding Options and SARs exchanged for Replacement Awards. Upon a Change of
Control, if an Award meeting the requirements of Section 19.2 (a “Replacement
Award”) is provided to a Participant to replace the Participant’s then outstanding
Options or Stock Appreciation Rights (the “Replaced Award”), then the Replaced
Award shall be deemed cancelled and shall have no further force or effect and the Company
shall have no further obligation with respect to the Replaced Award.






	 	(b)	 	Outstanding Options and SARs not exchanged for Replacement Awards. Upon a Change of
Control, to the extent a Participant’s then-outstanding Options and Stock Appreciation
Rights are not exchanged for Replacement Awards as provided for in paragraph (a) above,
then such Options and Stock Appreciation Rights shall immediately become fully vested and
exercisable.






	 	(c)	 	Service-Based Outstanding Awards other than Options and SARs. Upon a Change of
Control, all then-outstanding Awards, other than Options and SARs, that are not vested and
as to which vesting depends solely on the satisfaction of a service obligation by a
Participant to the Company, or any Subsidiary or Affiliate shall vest in full and be free
of restrictions related to the vesting or transferability of such Awards.






	 	(d)	 	Other Awards. Upon a Change of Control, the treatment of then-outstanding Awards not
subject to subparagraphs (a), (b), or (c) above shall be determined by the terms and
conditions set forth in the applicable Award Agreement.






	 	(e)	 	Committee Discretion Regarding Treatment of Awards Not Exchanged for Replacement
Awards. Except to the extent that a Replacement Award is provided to the Participant, the
Committee may, in its sole discretion:






	 	(i)	 	Determine that any or all outstanding Awards granted under the Plan,
whether or not exercisable or vested, shall be canceled and terminated and that in
connection with such cancellation and termination the holder of such Award may
receive for each Share of Common Stock subject to such Awards a cash payment (or
the delivery of shares of stock, other securities or a combination of cash, stock
and securities equivalent to such cash payment) equal to the excess, if any, of the
consideration received by shareholders of the Company in respect of a Share of
Common Stock in connection with such transaction over the purchase price per Share,
if any, under such Award multiplied by the number of Shares of Common Stock subject
to such Award; provided that if such product is zero or less, the Awards
shall be canceled and terminated without payment therefore, or






	 	(ii)	 	Provide that the period to exercise Options or Stock Appreciation
Rights shall be extended (but not beyond the expiration date of such Option or
Stock Appreciation Right).





19.2 Replacement Awards. An Award shall qualify as a Replacement Award if: (i) it has a value
at least equal to the value of the Replaced Award as determined by the Committee in its sole
discretion; (ii) it relates to publicly traded equity securities of the Company or its successor in
the Change of Control or another entity that is affiliated with the Company or its successor
following the Change of Control; and (iii) its other terms and conditions are not less favorable to
the Participant than the terms and conditions of the Replaced Award (including the provisions that
would apply in the event of a subsequent Change of Control). Without limiting the generality of
the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if
the requirements of the preceding sentence are satisfied. The determination of whether the
conditions of this Section 19.2 are satisfied shall be made by the Committee, as constituted
immediately before the Change of Control, in its sole discretion.



19.3 Termination of Employment. Upon a termination of employment of a Participant occurring
in connection with or during the period of two years after such Change of Control, other than for
Cause, (i) all Replacement Awards held by the Participant shall become fully vested and (if
applicable) exercisable and free of restrictions, and (ii) all Options and Stock Appreciation
Rights held by the Participant immediately before the termination of employment that the
Participant held as of the date of the Change of Control or that constitute Replacement Awards
shall remain exercisable for not less than one year following such termination or until the
expiration of the stated term of such Option or Stock Appreciation Right, whichever period is
shorter; provided that if the applicable Award Agreement provides for a longer period of
exercisability, that provision shall control.




Article 20. Amendment and Termination



20.1 Amendment and Termination of the Plan.




	 	(a)	 	Subject to subparagraphs (b) and (c) of this Section 20.1 and Section 20.3 of the
Plan, the Board may at any time terminate the Plan.






	 	(b)	 	Except as provided for in Section 4.4, the terms of an outstanding Award may not be
amended to reduce the Option Price of an outstanding Option or to reduce the Grant Price
of an outstanding SAR or 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
without shareholder approval.






	 	(c)	 	Notwithstanding the foregoing, no amendment of this Plan shall be made without
shareholder approval if shareholder approval is required pursuant to rules promulgated by
any stock exchange or quotation system on which Shares are listed or quoted or by
applicable U.S. state corporate laws or regulations, applicable U.S. federal laws or
regulations and the applicable laws of any foreign country or jurisdiction where Awards
are, or will be, granted under the Plan.





20.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.
Subject to Section 14.3, the Committee may make adjustments in the terms and conditions of, and the
criteria included in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4.4) affecting the Company or the financial statements
of the Company or of changes in applicable laws, regulations, or accounting principles, whenever
the Committee determines that such adjustments are appropriate in order to prevent unintended
dilution or enlargement of the benefits or potential benefits intended to be made available under
this Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be
conclusive and binding on Participants under this Plan. By accepting an Award under this Plan, a
Participant agrees to any adjustment to the Award made pursuant to this Section 20.2 without
further consideration or action.



20.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the
contrary, other than Sections 20.2 and 20.4, no termination or amendment of this Plan or an Award
Agreement shall adversely affect in any material way any Award previously granted under this Plan,
without the written consent of the Participant holding such Award.



20.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the
contrary, the Committee may amend the Plan or an Award Agreement, to take effect retroactively or
otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award
Agreement to any law relating to plans of this or similar nature, and to the administrative
regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a
Participant agrees to any amendment made pursuant to this Section 20.4 to the Plan and any Award
without further consideration or action.




Article 21. Withholding



21.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold,
or require a Participant to remit to the Company, the minimum statutory amount to satisfy
applicable federal, state, and local tax withholding requirements, domestic or foreign, with
respect to any taxable event arising as a result of this Plan but in no event shall such deduction
or withholding or remittance exceed the minimum statutory withholding requirements.



21.2 Share Withholding. With respect to withholding required upon the exercise of Options or
SARs, upon the lapse of restrictions on Restricted Stock, upon the settlement of Restricted Stock
Units, or upon the achievement of performance goals related to Performance Shares, or any other
taxable event arising as a result of an Award granted hereunder (collectively and individually
referred to as a “Share Payment”), a Participant may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by having the Company
withhold from a Share Payment the number of Shares having a Fair Market Value on the date the
withholding is to be determined equal to the minimum statutory withholding requirement but in no
event shall such withholding exceed the minimum statutory withholding requirement. All such
elections shall be irrevocable, made in writing, and signed by the Participant, and shall be
subject to any restrictions or limitations that the Committee, in its sole discretion, deems
appropriate.




Article 22. Successors



All obligations of the Company under this Plan with respect to Awards granted hereunder shall
be binding on any successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all
of the business and/or assets of the Company.




Article 23. General Provisions



23.1 Forfeiture Events.




	 	(a)	 	The Committee may specify in an Award Agreement that the Participant’s rights,
payments and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in
addition to any otherwise applicable vesting of an Award. Such events may include, but
shall not be limited to, termination of employment for Cause, termination of the
Participant’s provision of services to the Company, Affiliate or Subsidiary, violation of
material Company, Affiliate or Subsidiary policies, breach of noncompetition,
confidentiality or other restrictive covenants that may apply to the Participant, or other
conduct by the Participant that is detrimental to the business or reputation of the
Company, any Affiliate or Subsidiary.






	 	(b)	 	If any of the Company’s financial statements are required to be restated resulting
from errors, omissions, or fraud, the Committee may (in its sole discretion, but acting in
good faith), but shall not be obligated to, direct that the Company recover all or a
portion of any Award granted or paid to a Participant with respect to any fiscal year of
the Company the financial results of which are negatively affected by such restatement.
The amount to be recovered from the Participant shall be the amount by which the Award
exceeded the amount that would have been payable to the Participant had the financial
statements been initially filed as restated, or any greater or lesser amount (including,
but not limited to, the entire Award) that the Committee shall determine. In no event
shall the amount to be recovered by the Company be less than the amount required to be
repaid or recovered as a matter of law (including but not limited to amounts that are
required to be recovered or forfeited under Section 304 of the Sarbanes-Oxley Act of
2002). The Committee shall determine whether the Company shall effect any such recovery:
(i) by seeking repayment from the Participant, (ii) by reducing (subject to applicable law
and the terms and conditions of the applicable plan, program or arrangement) the amount
that would otherwise be payable to the Participant under any compensatory plan, program or
arrangement maintained by the Company, an Affiliate or any Subsidiary, (iii) by
withholding payment of future increases in compensation (including the payment of any
discretionary bonus amount) or grants of compensatory awards that would otherwise have
been made in accordance with the Company’s otherwise applicable compensation practices or
(iv) by any combination of the foregoing.





23.2 Legend. The certificates for Shares may include any legend that the Committee deems
appropriate to reflect any restrictions on transfer of such Shares.



23.3 Gender and Number. Except where otherwise indicated by the context, any masculine term
used herein also shall include the feminine, the plural shall include the singular, and the
singular shall include the plural.



23.4 Severability. In the event any provision of this Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and
this Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.



23.5 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan
shall be subject to all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.



23.6 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of
title for Shares issued under this Plan prior to:




	 	(a)	 	Obtaining any approvals from governmental agencies that the Company determines are
necessary or advisable; and






	 	(b)	 	Completion of any registration or other qualification of the Shares under any
applicable national or foreign law or ruling of any governmental body that the Company
determines to be necessary or advisable.





23.7 Inability to Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.



23.8 Investment Representations. The Committee may require any individual receiving Shares
pursuant to an Award under this Plan to represent and warrant in writing that the individual is
acquiring the Shares for investment and without any present intention to sell or distribute such
Shares.



23.9 Employees Based Outside of the United States. Notwithstanding any provision of this Plan
to the contrary, in order to comply with the laws in other countries in which the Company, its
Affiliates, and/or its Subsidiaries operate or have Employees, Directors or Third-Party Service
Providers, the Committee, in its sole discretion, shall have the power and authority to:




	 	(a)	 	Determine which Affiliates and Subsidiaries shall be covered by this Plan;






	 	(b)	 	Determine which Employees, Directors or Third-Party Service Providers outside the
United States are eligible to participate in this Plan;






	 	(c)	 	Modify the terms and conditions of any Award granted to Employees, Directors or
Third-Party Service Providers outside the United States to comply with applicable foreign
laws;






	 	(d)	 	Establish subplans and modify exercise procedures and other terms and procedures, to
the extent such actions may be necessary or advisable. Any subplans and modifications to
Plan terms and procedures established under this Section 20.9 by the Committee shall be
attached to this Plan document as appendices; and






	 	(e)	 	Take any action, before or after an Award is made, that it deems advisable to obtain
approval or comply with any necessary local government regulatory exemptions or approvals.





Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be
granted, that would violate applicable law.



23.10 Uncertificated Shares. To the extent that this Plan provides for issuance of
certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a
noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock
exchange.



23.11 Unfunded Plan. Participants shall have no right, title or interest whatsoever in or to
any investments that the Company, its Subsidiaries or its Affiliates may make to aid it in meeting
its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any Participant, beneficiary, legal representative or any
other individual. To the extent that any individual acquires a right to receive payments from the
Company or any Affiliate or Subsidiary under this Plan, such right shall be no greater than the
right of an unsecured general creditor of the Company or the Subsidiary or Affiliate, as the case
may be. All payments to be made hereunder shall be paid from the general funds of the Company, or
the Subsidiary or Affiliate, as the case may be, and no special or separate fund shall be
established, and no segregation of assets shall be made to assure payment of such amounts except as
expressly set forth in this Plan.



23.12 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to
this Plan or any Award. The Committee shall determine whether cash, Awards, or other property
shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any
rights thereto shall be forfeited or otherwise eliminated.



23.13 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash
paid pursuant to such Awards may be included as “compensation” for purposes of computing the
benefits payable to any Participant under the Company’s or any Subsidiary’s or Affiliate’s
retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan
expressly provides that such compensation shall be taken into account in computing a Participant’s
benefit.



23.14 Deferred Compensation. If a Participant is a “specified employee” as defined under Code
Section 409A and the Participant’s Award is to be settled on account of the Participant’s
separation from service (for reasons other than death) and such Award constitutes “deferred
compensation” as defined under Code Section 409A, then any portion of the Participant’s Award that
would otherwise be settled during the six-month period commencing on the Participant’s separation
from service shall be settled as soon as practicable following the conclusion of the six-month
period (or following the Participant’s death if it occurs during such six-month period).



23.15 Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as
creating any limitations on the power of the Board or Committee to adopt such other compensation
arrangements as it may deem desirable for any Participant.



23.16 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (i)
limit, impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s right or power
to make adjustments, reclassifications, reorganizations or changes of its capital or business
structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of
its business or assets; or, (ii) limit the right or power of the Company or a Subsidiary or an
Affiliate to take any action that such entity deems to be necessary or appropriate.



23.17 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the
State of, Louisiana excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of this Plan to the substantive law of another jurisdiction.
Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed
to submit to the exclusive jurisdiction and venue of the federal or state courts of Louisiana to
resolve any and all issues that may arise out of or relate to this Plan or any related Award
Agreement.



23.18 Delivery and Execution of Electronic Documents. To the extent permitted by applicable
law, the Company may (i) deliver by email or other electronic means (including posting on a web
site maintained by the Company or by a third party under contract with the Company) all documents
relating to the Plan or any Award thereunder (including without limitation, prospectuses required
by the Commission) and all other documents that the Company is required to deliver to its security
holders (including without limitation, annual reports and proxy statements) and (ii) permit
Participant’s to electronically execute applicable Plan documents (including, but not limited to,
Award Agreements) in a manner prescribed to the Committee.



23.19 No Representations or Warranties Regarding Tax Effect. Notwithstanding any provision of
the Plan to the contrary, the Company, its Affiliates, and Subsidiaries, the Board and the
Committee neither represent nor warrant the tax treatment under any federal, state, local, or
foreign laws and regulations thereunder (individually and collectively referred to as the “Tax
Laws”) of any Award granted or any amounts paid to any Participant under the Plan including,
but not limited to, when and to what extent such Awards or amounts may be subject to tax, penalties
and interest under the Tax Laws.



23.20 Indemnification. Subject to requirements of Louisiana law, each individual who is or
shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the
Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held
harmless by the Company against and from any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by him or her in connection with or resulting from any claim, action,
suit or proceeding to which he or she may be a party or in which he or she may be involved by
reason of any action taken or failure to act under this Plan and against and from any and all
amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or
her in satisfaction of any judgment in any such action, suit, or proceeding against him or her,
provided he or she shall give the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his/her own behalf, unless such
loss, cost, liability or expense is a result of his/her own willful misconduct or except as
expressly provided by statute. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such individuals may be entitled under the Company’s
Articles of Incorporation or Bylaws, as a matter of law or otherwise, or any power that the Company
may have to indemnify them or hold them harmless.