EX-10.2






SECTION 16 OFFICER INCENTIVE STOCK OPTION AWARD AGREEMENT1




The Shaw Group Inc.

2008 Omnibus Incentive Plan




This Incentive Stock Option Award Agreement (“Agreement”) dated as of [Insert Grant
Date]2 (the “Grant Date”) is entered into between The Shaw Group Inc. (the “Company”)
and [Insert Recipient’s Name] (the “Recipient”) pursuant to the The Shaw Group Inc. 2008 Omnibus
Incentive Plan (as the same may hereafter be amended, supplemented or otherwise modified, the
“Plan”).



THE PARTIES HERETO AGREE AS FOLLOWS:



1. Incorporation of Plan Provisions. The Option evidenced hereby is made under and
pursuant to the Plan, a copy of which is available from the Company’s Secretary and incorporated
herein by reference, and the Option is subject to all of the provisions thereof. Capitalized terms
used herein without definition shall have the same meanings given such terms in the Plan. The
Recipient represents and warrants that he or she has read the Plan and is fully familiar with all
the terms and conditions of the Plan and agrees to be bound thereby.



2. Grant of Option. In consideration of the services performed and to be performed by
the Recipient, the Company hereby grants to the Recipient an option (the “Option”) under the Plan
to purchase a total of [Insert # Options] shares of the Company’s no par value common stock (the
“Shares”), subject to the following terms and conditions:



(a) The Option is an incentive stock option or ISO (as defined in the Plan) that is intended
to be governed by Section 422 of the Internal Revenue Code, as amended (the “Code”).



(b) The Exercise Price of the Option is [Insert $ Price]3 per Share.




	 	3.	 	Exercise of Option.





(a) Subject to earlier expiration and forfeiture of the Option as set forth below and in the
Plan, the Option shall vest and become exercisable on and after each Vesting Date for the
cumulative percentage of the aggregate number of Shares covered by this Option that may be
purchased on or after such Vesting Date as set forth in the following schedule and may be exercised
at any time and from time to time thereafter.



	 	 	 	 	 
	On or after each of the following dates (each	 	Cumulative Percentage of
	a “Vesting Date”)	 	Shares that may be Purchased
	[Insert 1st Vesting Date]

	 	 	25	%
	[Insert 2nd Vesting Date]

	 	 	50	%
	[Insert 3rd Vesting Date]

	 	 	75	%
	[Insert 4th Vesting Date]

	 	 	100	%






(b) Except as otherwise set forth herein, the unvested portion of the Option shall be entirely
forfeited by the Recipient in the event that prior to vesting the Recipient breaches any terms or
conditions of the Plan, the Recipient resigns from the Company, the Recipient is terminated by the
Company for Cause or Disability or any condition(s) imposed upon vesting are not met.



(c) Notwithstanding any other provision of this Agreement or the Plan, the Option may not be
exercised unless, at the date of exercise, (i) a registration statement under the Securities Act of
1933, as amended, relating to the Shares covered by the Option shall be in effect or (ii) an
exemption from registration is applicable to the Shares in the opinion of counsel for the Company.



4. Termination of Option. Except as otherwise provided herein, the Option shall
terminate upon the earlier to occur of:



(a) the expiration of 10 years from the Grant Date; and



(b) three months after termination of employment of the Recipient, unless employment is
terminated (i) as a result of death or Disability of the Recipient, in which case the right of the
Recipient or his or her representative to purchase Shares hereunder shall expire as of the first
anniversary following such termination, or (ii) for Cause, in which case the Option shall
immediately terminate and no longer be exercisable.



In no case shall the Option continue to vest during the limited period of exercisability following
the Recipient’s termination of employment provided for in (b)(i) above. During such period, the
Option may only be exercised with respect to the number of Shares for which it was exercisable at
the time of such termination of employment.



5. Rights Prior to Exercise of Option. The Recipient shall have no rights as a
stockholder with respect to the Shares subject to the Option until the exercise of his or her
rights hereunder and the issuance and delivery to Recipient of a certificate or certificates
evidencing such Shares.



6. Miscellaneous.



(a) No Representations or Warranties. Neither the Company nor the Committee nor any
of their representatives or agents has made any representations or warranties to the Recipient with
respect to the income tax or other consequences of the transactions contemplated by this Agreement,
and the Recipient is in no manner relying on the Company, the Committee or any of their
representatives or agents for an assessment of such tax or other consequences.



(b) Employment. Nothing in this Agreement nor in the Plan nor in the granting of the
Option shall confer on the Recipient any right to or guarantee of continued employment with the
Company or any of its Affiliates or in any way limit the right of the Company or any of its
Affiliates to terminate the employment of the Recipient at any time.



(c) Investment. The Recipient hereby agrees and represents that the Option and any
purchase of the Shares under the Option is for the Recipient’s own account for investment purposes
only and not with a view of resale or distribution unless such Shares acquired pursuant to the
Option are registered under the Securities Act of 1933, as amended.



(d) Stock Issuance. The exercise by the Recipient of the Option granted herein will
not become final nor will Shares be issued pursuant thereto unless such exercise fully complies
with the requirements of the Plan and all applicable Federal, state and local laws.



(e) Necessary Acts. The Recipient and the Company hereby agree to perform any further
acts and to execute and deliver any documents that may be reasonably necessary to carry out the
provisions of this Agreement.



(f) No Transfer. The Option may not be assigned, encumbered or transferred, except by
will or the laws of descent and distribution in the event of death of the Recipient or pursuant to
a qualified domestic relations order pursuant to the Code or the Employee Retirement Security Act
of 1974, as amended.



(g) Severability. The provisions of this Agreement are severable and if any one or
more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part,
the remaining provisions, and any partially enforceable provision to the extent enforceable in any
jurisdiction, shall nevertheless be binding and enforceable.



(h) Waiver. The waiver by the Company of a breach of any provision of this Agreement
by the Recipient shall not operate or be construed as a waiver of any subsequent breach by the
Recipient.



(i) Binding Effect; Applicable Law. This Agreement shall bind and inure to the
benefit of the Company and its successors and assigns, and the Recipient and any heir, legatee,
legal representative or other permitted assignee of the Recipient. This Agreement shall be
interpreted under, governed by and construed in accordance with the laws of the State of Louisiana.



(j) Administration. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the Committee shall have all
powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of
the Agreement by the Committee and any decision made by it with respect to the Agreement are final
and binding.



(k) Amendment. This Agreement may be amended by written agreement of the Recipient
and the Company, without the consent of any other person.



1 This form is for Section 16 Officers only.



2 The date on which the Option evidenced hereby was
granted.



3 The Fair Market Value per share on the Grant Date.



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IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement effective as of the
date first above written.




COMPANY:




THE SHAW GROUP INC.




 / s / Clifton S. Rankin




Clifton S. Rankin




General Counsel and Corporate Secretary




RECIPIENT:




[Insert Recipient’s Name]




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