exv10w19



 





Exhibit 10.19




EMPLOYMENT AGREEMENT




     This Employment Agreement (“Agreement”) is entered into effective as of August 12, 2003 by and
between The Shaw Group Inc., a Louisiana corporation (collectively with the affiliates and
subsidiaries hereinafter referred to as “Company”), and Richard F. Gill (“Employee”) and supercedes
the Employment Agreement of May 5, 2000 as amended January 10, 2001.



     WHEREAS, the Company employs Employee and desires to continue such employment relationship and
Employee desires to continue such employment;



     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and
agreements contained herein, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:



     1. Employment. The Company hereby employs Employee, and Employee hereby accepts
employment by the Company, on the terms and conditions set forth in this Agreement.



     2. Term of Employment. Subject to the provisions for earlier termination provided in
this Agreement, the term of this agreement (the “Term”) shall be three (3) years commencing on the
date hereof, and shall be automatically renewed on each day following the date hereof so that on
any given day the unexpired portion of the Term of this Agreement shall be three (3)
years. Notwithstanding the foregoing provision, at any time after the date



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hereof the Company
or Employee may give written notice to the other party that the Term of this Agreement shall not be
further renewed from and after a subsequent date specified in such notice (the “fixed term date”),
in which event the Term of this Agreement shall become fixed and this Agreement shall terminate on
the third anniversary of the fixed term date.



     3. Employee’s Duties. During the Term of this Agreement, Employee shall serve as
Executive Vice President and Chairman of the Executive Committee of the Company, with such duties
and responsibilities as may from time to time be assigned to him by the board of directors of the
Company (the “Board”), provided that such duties are consistent with the customary duties of such
position.



     Employee agrees to devote his full attention and time during normal business hours to the
business and affairs of the Company and to use reasonable best efforts to perform faithfully and
efficiently his duties and responsibilities. Employee shall not, either directly or indirectly,
enter into any business or employment with or for any person, firm, association or corporation
other than the Company during the Term of this Agreement; provided, however, that Employee shall
not be prohibited from making financial investments in any other company or business or from
serving on the board of directors of any other company. Employee shall at all times observe and
comply with all lawful directions and instructions of the Board.



     4. Base Compensation. For services rendered by Employee under this Agreement, the
Company shall pay to Employee a base salary (“Base



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Compensation”) of $450,000.00 per annum payable
in accordance with the Company’s customary pay periods and subject to customary withholdings. The
amount of Base Compensation may be reviewed by the Board on an annual basis as of the close of each
fiscal year of the Company and may be increased as the Board may deem appropriate. In the event the
Board deems it appropriate to increase Employee’s annual base salary, said increased amount shall
thereafter be the “Base Compensation”. Employee’s Base Compensation, as increased from time to
time, may not thereafter be decreased unless agreed to by Employee. Nothing contained herein shall
prevent the Board from paying additional compensation to Employee in the form of bonuses or
otherwise during the Term of this Agreement.



     5. Additional Benefits. In addition to the Base Compensation provided for in Section 4
herein, Employee shall be entitled to the following:




     (a) Expenses. The Company shall, in accordance with any rules and
policies that it may establish from time to time for executive officers, reimburse
Employee for business expenses reasonably incurred in the performance of his duties.
It is understood that Employee is authorized to incur reasonable business expenses
for promoting the business of the Company, including reasonable expenditures for
travel, lodging, meals and
client or business associate entertainment. Request for reimbursement for such
expenses must be accompanied by appropriate documentation.



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     (b) Reserved.




     (c) Vacation. Employee shall be entitled to four (4) weeks of vacation
per year, without any loss of compensation or benefits. Employee shall be entitled
to carry forward any unused vacation time.




     (d) General Benefits. Employee shall be entitled to participate in the
various employee benefit plans or programs provided to the employees of the company
in general, including but not limited to, health, dental, disability, 401K and life
insurance plans, subject to the eligibility requirements with respect to each of
such benefit plans or programs, and such other benefits or perquisites as may be
approved by the Board during the Term of this Agreement. Nothing in this paragraph
shall be deemed to prohibit the Company from making any changes in any of the plans,
programs or benefits described in this Section 5, provided the change similarly
affects all executive officers of the Company similarly situated.




     (e) Options. Upon the resignation for Good Reason as defined in
Section 7 (e), discharge as defined in Section 7 (c) (i), or
disability as defined in Section 7 (d), Employee shall be considered as
immediately and totally vested in any and all stock options or other similar awards
previously made to Employee by the Company or its subsidiaries under a “Long Term
Incentive Plan”



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duly adopted by the Board (such options or similar awards are
hereinafter collectively referred to as “Options”). In the event that the Options
become vested under this paragraph, employee will be allowed not less than one year
from the date of such vesting in which to exercise such options.



  6. Confidential Information. Employee, during the Term, may have access to and become
familiar with confidential information, secrets and proprietary information concerning the business
and affairs of the Company. As to such confidential information, Employee agrees as follows:




     (a) During the employment of Employee with the Company and thereafter Employee
will not, either directly or indirectly, disclose to any third party without the
written permission of the Company, nor use in any way (except as required in the
course of his employment with the Company) any confidential information, secret or
proprietary information of the Company. In the event of a breach or threatened
breach of the provisions of this Section 6 (a), the Company shall be entitled, in
addition to any other remedies available to the Company, to an
injunction restraining Employee from disclosing such confidential information.




     (b) Upon termination of employment of Employee, for whatever reason, Employee
shall surrender to the Company any and all documents, manuals, correspondence,
reports, records and



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similar items then or thereafter coming into the possession of
Employee which contain any confidential, secret or proprietary information of the
Company.



7. Termination This Agreement may be terminated prior to the end of its Term as set
forth below:




     (a) Resignation (other than for Good Reason). Employee may resign,
including by reason of retirement, his position at any time by providing written
notice of resignation to the Company in accordance with Section 11 hereof. In the
event of such resignation, except in the case of resignation for Good Reason (as
defined below), this Agreement shall terminate and Employee shall not be entitled to
further compensation pursuant to this Agreement other than the payment of any unpaid
Base Compensation accrued hereunder as of the date of Employee’s resignation.




     (b) Death. If Employee’s employment is terminated due to his death, one
(1) year of Employee’s Base Compensation shall be
paid by the Company in lump sum in cash within thirty (30) days after
Employee’s death to Employee’s surviving spouse or estate, and one (1) year of paid
group health and dental insurance benefits shall be provided by the Company to
Employee’s surviving spouse and the minor children, and after said payments and
provision of insurance benefits, this Agreement shall terminate and the



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Company
shall have no obligations to Employee or his legal representatives with respect to
this Agreement other than the payment of any unpaid Base Compensation previously
accrued hereunder.




     (c) Discharge.




     (i) The Company may terminate Employee’s employment for any reason at
any time upon written notice thereof delivered to Employee in accordance
with Section 11 hereof. In the event that Employee’s employment is
terminated during the Term by the Company for any reason other than his
Misconduct or Disability (both as defined below), then (A) the Company shall
pay in lump sum in cash to Employee, within fifteen (15) days following the
date of termination, an amount equal to the product of (i) Employee’s Base
Compensation as in effect immediately prior to Employee’s termination,
multiplied by (ii) the
Remaining Term, (B) for the Remaining Term, the Company, at its cost,
shall provide or arrange to provide Employee (and, as applicable, Employee’s
dependents) with disability, accident and group health insurance benefits
substantially similar to those which Employee (and Employee’s dependents)
were receiving immediately prior to Employee’s termination; however, the
welfare benefits otherwise



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receivable by Employee pursuant to this clause
(B) shall be reduced to the extent comparable welfare benefits are actually
received by Employee (and/or Employee’s dependents) during such period under
any other employer’s welfare plan(s) or program(s) , with Employee being
obligated to promptly disclose to the Company any such comparable welfare
benefits, (C) in addition to the aforementioned compensation and benefits,
the Company shall pay in lump sum in cash to Employee within fifteen (15)
days following the date of termination an amount equal to the product of (i)
Employee’s highest bonus paid by the Company during the most recent two (2)
years immediately prior to the Date of Termination, multiplied by (ii) the
Remaining Term, and (D) Employee shall be considered as immediately and
totally
vested in any and all Options previously made to Employee by Company or
its subsidiaries.




     (ii) Notwithstanding the foregoing provisions of this Section 7, in the
event Employee is terminated because of Misconduct, the Company shall have
no obligations pursuant to this Agreement after the Date of Termination
other than the payment of any unpaid Base Compensation accrued through the
Date of Termination. As used herein, “Misconduct” means (a) the continued
failure by Employee to



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substantially perform his duties with the Company
(other than any such failure resulting from Employee’s incapacity due to
physical or mental illness or any such actual or anticipated failure after
the issuance of a Notice of Termination by Employee for Good Reason), after
a written demand for substantial performance is delivered to Employee by the
Board, which demand specifically identifies the manner in which the Board
believes that Employee has not substantially performed his duties, (b)
the-engaging by Employee in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise (other than such conduct
resulting from Employee’s incapacity due to physical or mental illness or
any such actual or
anticipated conduct after the issuance of a Notice of Termination by
Employee for Good Reason), or (c) Employee’s conviction for the commission
of a felony. Anything contained in this Agreement to the contrary
notwithstanding, the Chief Executive officer of the Company shall have the
sole power and authority to terminate the employment of Employee on behalf
of the Company.




     (d) Disability. If Employee shall have been absent from the full-time
performance of Employee’s duties with the Company for ninety (90) consecutive
calendar days as a result of Employee’s



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incapacity due to physical or mental
illness, Employee’s employment may be terminated by the Company for “Disability” and
Employee shall not be entitled to further compensation pursuant to this Agreement,
except that Employee shall (1) be paid monthly (but only for up to a twelve (12)
month period beginning with the Date of Termination) the amount by which Employee’s
monthly Base Compensation exceeds the monthly benefit received by Employee pursuant
to any disability insurance covering Employee; (2) continue to receive paid group
health and dental insurance benefits for Employee and his dependents for up to
twelve (12) month period beginning with Date of Termination; and (3) be considered
as immediately and totally vested in any and all
options previously granted to Employee by Company or its subsidiaries.




     (e) Resignation for Good Reason. Employee shall be entitled to
terminate his employment for Good Reason as defined herein. If Employee terminates
his employment for Good Reason he shall be entitled to the compensation and benefits
provided in Paragraph 7 (c) (i) hereof. “Good Reason” shall mean the occurrence of
any of the following circumstances without Employee’s express written consent unless
such breach or circumstances are fully corrected prior to the Date of Termination
specified in the Notice of Termination given in respect hereof:



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     (1) the material breach of any of the Company’s obligations under this
Agreement without Employee’s express written consent,




     (2) the continued assignment to Employee of any duties inconsistent
with the office of Executive Vice President and Chairman of the Executive
Committee;




     (3) the failure by the Company to pay to Employee any portion of
Employee’s compensation on the date such compensation is due;




     (4) the failure by the Company to continue to provide Employee with
benefits substantially similar to those enjoyed
by other executive officers who have entered into similar employment
agreements with Employer under any of the Company’s medical, health,
accident, and/or disability plans in which Employee was participating
immediately prior to such time; or




     In addition, the occurrence of any Corporate Change (as defined below), shall
constitute “Good Reason” hereunder, but only if Employee gives notice of his intent
to terminates his employment within ninety (90) days following the effective date of
such Corporate Change.




     A “Corporate Change” shall occur if (i) the Company shall not be the surviving
entity in any merger or consolidation (or survives



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only as a subsidiary of another
entity), (ii) the Company sells all or substantially all of its assets to any other
person or entity (other than a wholly-owned subsidiary), (iii) the Company is to be
dissolved and liquidated, (iv) when any “person” as defined in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as used in
Sections 13 (d) and 14 (d) thereof, including a “group” as defined in Section 13 (d)
of the Exchange Act but excluding any 10% or larger shareholder of record of the
Company as of January 10, 2000, directly or indirectly, becomes the “beneficial
owner” (as defined in Rule 13d-3
under the Exchange Act, as amended from time to time), of securities of the
Company representing 20% or more of the combined voting power of the Company’s then
outstanding securities which are entitled to vote with respect to the election of
the directors of the Company; or (v) as a result of or in connection with a
contested election the members of the Board as of the date of this Agreement shall
cease to constitute a majority of the Board. “Contested” as used herein shall not
include election by a majority of the current Board.




     (f) Notice of Termination. Any purported termination of Employee’s
employment by the Company under Sections 7(c)(ii) or 7(d), or by Employee under
Section 7(e), shall be communicated by written Notice of Termination to the other
party hereto in



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accordance with Section 11 hereof. For purposes of this Agreement, a
“Notice of Termination” shall mean a notice which, if by the Company and is for
Misconduct or Disability, shall set forth in reasonable detail the reason for such
termination of Employee’s employment, or in the case of resignation by Employee for
Good Reason, said notice must specify in reasonable detail the basis for such
resignation. A Notice of Termination given by Employee pursuant to Section 7(e)
shall be effective even if given after the receipt by Employee of notice that the
Board has set a meeting to
consider terminating Employee for Misconduct. Any purported termination for
which a Notice of Termination is required which is not effected pursuant to this
Section 7(f) shall not be effective.




     (g) Date of Termination, Etc. “Date of Termination” shall mean the
date specified in the Notice of Termination, provided that the Date of Termination
shall be at least 15 days following the date the Notice of Termination is given.
Notwithstanding the foregoing, in the event Employee is terminated for Misconduct,
the Company may refuse to allow Employee access to the Company’s offices (other than
to allow Employee to collect his personal belongings under the Company’s
supervision) prior to the Date of Termination.




     (h) Mitigation. Employee shall not be required to mitigate the amount
of any payment provided for in this Section 7 by seeking other employment or
otherwise, nor shall the amount of



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any payment provided for in this Agreement be
reduced by any compensation earned by Employee as a result of employment by another
employer, except that any severance amounts payable to Employee pursuant to the
Company’s severance plan or policy for employees in general shall reduce the amount
otherwise payable pursuant to Sections 7(c)(i) or 7(e).




     (i) Excess Parachute Payments. Notwithstanding anything in this
Agreement to the contrary, to the extent that any
payment or benefit received or to be received by Employee hereunder in
connection with the termination of Employee’s employment would, as determined by tax
counsel selected by the Company, constitute an “Excess Parachute Payment” (as
defined in Section 280G of the Internal Revenue Code), the Company shall fully
“gross-up” such payment so that Employee is in the same “net” after-tax position he
would have been if such payment and gross-up payments had not constituted Excess
Parachute Payments.



  8. Non-Compete.



  8.1 No Other Activities. Employer agrees that during the term of this Agreement, he
shall not, directly or indirectly, represent or otherwise engage in or participate in, the business
or ventures of any person, firm, partnership, association, or corporation other than the Company,
without first obtaining the written consent of the Company. Employee further agrees that during
the term



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of this Agreement, he shall not, directly or indirectly, solicit or attempt to solicit any
products or agreements for the purpose of using the products or agreements in the formation of a
business outside of the Company, regardless of whether any such products or the subject of such
agreements are then being handled by the Company.



     8.2 Non-Disclosure. Employee further agrees that he will not, during or after the
term of his employment, disclose to any person, firm, partnership,
association, or corporation, the names and addresses of any past or present customers, or
prospective customers, of the Company, any of their methods or practices of obtaining business,
their trade secrets, consultant contracts and the details thereof, their pricing policies, their
operational methods, their marketing plans or strategies, their business acquisition plans and all
other information pertaining to the business of the Company that is not publicly available.
Employee agrees to keep all information gained as a result of his relationship with the Company on
a confidential basis and shall not disclose that information to anyone not authorized by the
Company to receive information. If Employee should cease, either voluntarily or involuntarily, to
be an employee of the Company, he hereby expressly agrees that, for a period of two (2) years
following termination of his employment, he shall not assist any competitor or prospective
competitor located in the territories serviced by the Company (as set forth in Attachment 1 or
otherwise) during his employment in any way detrimental to the Company through the use of any
information gained as a result of his employment with the Company. Employee agrees that



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all
computer programs, print-outs, customer lists, methods, forms, systems and procedures used by the
Company constitute the exclusive property and will remain the exclusive property of the Company and
agrees that he will not disclose any of these matters without the prior written permission of the
Company.



     8.3 Non-Solicitation, etc. In further consideration of the other terms and
provisions of this Agreement, and to protect the vital interests of the Company, upon termination
of his employment for any reason, for a period of two (2) years after the termination of his
employment, Employee agrees and binds himself that he shall not, directly or indirectly, or as a
member, shareholder, officer, director, consultant or employee of any other person or entity,
compete with the Company or own, manage, operate, join, control or participate in the ownership,
management, operation, or control of, or become employed by, consult or advise, or be connected in
any manner with any business or activity which is in actual, direct or indirect competition or
anticipated competition with the Company, within those counties, parishes, municipalities or other
places listed in Attachment 1 annexed hereto and made a part hereof, so long as the Company, or
carries on the business presently conducted by the Company, being the supply of industrial piping
systems for new construction and retrofit projects, which includes design and engineering services,
piping system fabrication, manufacturing and sale of specialty pipe fittings, design and
fabrication of pipe support systems and industrial and commercial construction and maintenance.
Not by way of limitation or



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exclusion, Employee shall not, within the aforesaid locations and
during the aforesaid time period, call upon, solicit, advise or otherwise do, or attempt to do,
business with any customers or distributors of the Company, with whom the Company had any dealings
during the period of Employee’s employment
hereunder or take away or interfere or attempt to interfere with any custom, trade, business or
patronage of the Company, or interfere with or attempt to interfere with any officers, employees,
distributors, representatives or agents of the Company, or employ or induce or attempt to induce
any of them to leave the employ of the Company or violate the terms of their contracts, or any
employment arrangements, with the Company. Employee acknowledges and agrees that any breach of the
foregoing covenant not to compete would cause irreparable injury to the Company and that the amount
of injury would be impossible or difficult to fully ascertain. Employee agrees that the Company
shall, therefore, be entitled to obtain an injunction restraining any violation, further violation
or threatened violation of the covenant not to compete hereinabove set forth, in addition to any
other remedies that the Company may pursue.



     8.4 Duration. If the two (2) year period referred to in any of this Article 8 shall
be finally determined by a court to exceed the maximum period which is permissible by applicable
law, the said period shall be reduced to the maximum period permitted by such law.



     9. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
Employee’s continuing or future participation in any benefit, bonus,



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incentive, or other plan or
program provided by the Company or any of its affiliated companies and for which Employee may
qualify, nor shall anything
herein limit or otherwise adversely affect such rights as Employee may have under any Options
with the Company or any of its affiliated companies.



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



     11. Notice. For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested, postage prepaid,
addressed to the Company at its principal office address, directed to the attention of the Board
with a copy to the Secretary of the Company, and to Employee at Employee’s residence address on the
records of the Company or to such other address as either party may have furnished to the other in
writing in accordance herewith except that notice of change of address shall be effective only upon
receipt.



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  12. Validity. The invalidity or unenforcability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.



  13. Successors; Binding Agreement.




     (a) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the Company
to obtain such agreement prior to the effectiveness of any such succession shall be
a breach of this Agreement and shall entitle Employee to compensation from the
Company in the same amount and on the same terms as he would be entitled to
hereunder if he terminated his employment for Good Reason, except that for purposes
of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used herein, the term
“Company” shall include any successor to its business and/or assets as aforesaid
which executes and delivers the Agreement provided for in this Section 13 or which
otherwise becomes bound by all terms and provisions of this Agreement by operation
of law.



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     (b) This Agreement and all rights of Employee hereunder shall inure to the
benefit of and be enforceable by Employee’s
personal or legal representatives, executors, administrators, successors, heirs
distributees, devisees and legatees. if Employee should die while any amounts would
be payable to him hereunder if he had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to Employee’s devisee, legatee, or other designee or, if there be no such
designee, to Employee’s estate.



  14. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing and signed by
Employee and such officer as may be specifically authorized by the Board. No waiver by either party
hereto at any time of any breach by the other party hereto of, or in compliance with, any condition
or provision of this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This
Agreement is an integration of the parties agreement; no agreement or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have been made by either
party, except those which are set forth expressly in this Agreement. THE VALIDITY, INTERPRETATION,
CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
LOUISIANA.



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     15. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.



     16. Arbitration. Either party may elect that any dispute or controversy arising under
or in connection with this Agreement be settled by arbitration in Baton Rouge, Louisiana in
accordance with the rules of the American Arbitration Association then in effect. If the parties
cannot mutually agree on an arbitrator, then the arbitration shall be conducted by a three
arbitrator panel, with each party selecting one arbitrator and the two arbitrators so selected
selecting a third arbitrator. The findings of the arbitrator(s) shall be final and binding, and
judgment may be entered thereon in any court having Jurisdiction. The findings of the arbitrator(s)
shall not be subject to appeal to any court, except as otherwise provided by applicable law. The
arbitrator(s) may, in his or her (or their) own discretion, award legal fees and costs to the
prevailing party.



     IN
WITNESS WHEREOF, the parties have executed this Agreement on
August 12, 2003, effective for all purposes as provided above.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	THE SHAW GROUP INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By

Name:	 	/s/ Gary P. Graphia 	 	 
	 

	 	 	 	 	 	 

	 	 
	EMPLOYEE:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	/s/ Richard F. Gill	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Richard F. Gill	 	 	 	 	 	 
	 	 	Executive Vice President and Chairman of the Executive Committee	 	 







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