EX-10.4






NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT1




The Shaw Group Inc.

2008 Omnibus Incentive Plan




This Restricted Stock Unit Award Agreement (the “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 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 Award 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 Award 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. Award of Restricted Stock Units. In consideration of the Recipient’s service on the
Board of Directors (the “Board”) of the Company, the Company hereby awards to the Recipient under
the Plan a total of [Insert #] Restricted Stock Units (the “Award”) subject to the terms and
conditions set forth in this Agreement and the Plan.



3. Vesting of Restricted Stock Units.



(a) The Restricted Stock Units shall vest according to the following schedule (each date on
which vesting occurs shall be referenced herein as a “Vesting Date”):



	 	 	 	 	 
	On or after each of the following dates	 	Cumulative Percentage of
	 	 	Restricted Stock Units Vested
	[Insert 1st Vesting Date]

	 	 	33 1/3	%
	[Insert 2nd Vesting Date]

	 	 	66 2/3	%
	[Insert 3rd Vesting Date]

	 	 	100	%






(b) Notwithstanding the foregoing, (i) in the event that the Director ceases to be a member of
the Board prior to the earlier to occur of (x) the one year anniversary of the Grant Date and (y)
the Company’s Annual Meeting of Shareholders in the calendar year following the Grant Date, the
Award shall be automatically forfeited, and (ii) in the event that the Director ceases to be a
member of the Board at any time after the one year anniversary of the Grant Date, the vesting of
the Award (or applicable unvested portion thereof) shall be automatically accelerated.



4. Restricted Stock Units are Non-Transferable. The Restricted Stock Units awarded hereby
may not be sold, assigned, transferred, pledged or otherwise disposed of, either voluntarily or
involuntarily, prior to payment.



5. Payment upon Vesting of Restricted Stock Units. Subject to the terms and conditions of
the Plan, the Company shall, as soon as practicable following each Vesting Date, either:



(a) deliver to you a number of Shares equal to the aggregate number of Restricted Stock Units
that became vested on the applicable Vesting Date;



(b) make a cash payment to you equal to the Fair Market Value of a Share on the Vesting Date
multiplied by the number of Restricted Stock Units that became vested on the Vesting Date; or




(c) use any combination of (a) or (b), in the sole discretion of the Company.



Upon payment by the Company, the respective Restricted Stock Units shall therewith be canceled.



6. No Dividend or Voting Rights. The Recipient acknowledges that he or she shall be
entitled to no dividend or voting rights with respect to the Restricted Stock Units.



7. Withholding Taxes; Section 83(b) Election.



(a) No Shares or cash will be payable upon the vesting of a Restricted Stock Unit unless and
until the Recipient satisfies any Federal, state or local withholding tax obligation required by
law to be withheld in respect of this Award. The Recipient acknowledges and agrees that to satisfy
any such tax obligation the Company may deduct and retain from the cash and/or Shares payable upon
vesting of Restricted Stock Units such cash and/or such number of Shares as is equal in value to
the Company’s minimum statutory withholding obligations with respect to the income recognized by
the Recipient upon such vesting (based on minimum statutory withholding rates for Federal and state
tax purposes, including payroll taxes, that are applicable to such income). The number of such
Shares to be deducted and retained shall be based on the closing price of the Shares on the
applicable Vesting Date.



(b) The Recipient acknowledges that no election under Section 83(b) of the Internal Revenue
Code of 1986 may be filed with respect to this Award.



8. Miscellaneous.



(a) No Representations or Warranties. Neither the Company nor the Committee or 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) Investment. The Recipient hereby agrees and represents that any Shares payable
upon Vesting of the Restricted Stock Units shall be held for the Recipient’s own account for
investment purposes only and not with a view of resale or distribution unless the Shares are
registered under the Securities Act of 1933, as amended.



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



(d) 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.



(e) 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.



(f) 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, or
legal representative of the Recipient. This Agreement shall be interpreted under and governed by
and constructed in accordance with the laws of the State of Louisiana.



(g) 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 is final
and binding.



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



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]




1 This form is for non-employee Directors only.




2 The date on which the Restricted Stock Units
evidenced hereby were granted.