ex10-1.htm


Exhibit 10.1


SECOND AMENDED & RESTATED EMPLOYMENT AGREEMENT












This Second Amended & Restated Employment Agreement (this “Agreement”) is entered into as of December 12, 2011, (the “Effective Date”), by and between The Shaw Group Inc., a Louisiana corporation (collectively with its affiliates and subsidiaries hereinafter referred to as “Company”), and J.M. Bernhard, Jr. (“Employee”).  The Company and Employee may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”.


 


WHEREAS, the Company and Employee are parties to that certain Amended & Restated Employment Agreement dated as of December 31, 2008 (as further amended on July 7, 2010) (the “First Amended and Restated Agreement”); and


 


WHEREAS, the Company and Employee desire to amend certain provisions of the First Amended and Restated Agreement and to restate the agreement in its entirety.


 


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 continues to employ Employee, and Employee hereby agrees to continued employment by the Company, on the terms and conditions set forth in this Agreement.




  





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Exhibit 10.1


 


2.           Term of Employment.  Subject to the provisions for earlier termination provided in Section 7 of this Agreement, the term of this Agreement (the “Term”) shall be three (3) years, commencing on the Effective Date, and shall be automatically renewed on each day following the Effective Date so that on any given day the unexpired portion of the Term shall be three (3) years.


 


3.           Employee’s Duties.


 


(a)           During the Term, Employee shall serve as the Chairman of the Board of Directors, President & Chief Executive Officer 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.


 


(b)           Employee agrees to devote a substantial amount of his 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 be prohibited from making financial investments in any other company or business or from serving on the board of directors of any other company, so long as such does not interfere with Employee’s fiduciary duties to the Company.  Employee shall at all times observe and comply with all lawful directions and instructions of the Board.


 


(c)           Employee’s place of business shall be at the Company’s principal executive offices in Baton Rouge, Louisiana.


 


4.           Compensation.


 


(a)           Base Compensation.  For services rendered by Employee under this Agreement, the Company shall pay to Employee a base salary (such base salary, as in effect from time to time, the “Base Compensation”) as set by the Board, payable in accordance with the Company’s customary pay periods and subject to required withholdings.  Employee’s Base Compensation shall 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 Base Compensation, that increased amount shall thereafter be the Base Compensation for the purposes of this Agreement.  Employee’s Base Compensation, as increased from time to time, may not thereafter be decreased unless agreed to by Employee in writing.


 


(b)           Bonus.  Nothing contained herein shall prevent the Board from paying additional compensation to Employee in the form of bonuses or otherwise during the Term.  Employee shall be entitled to participate in and receive bonus awards under any bonus program established by the Company for its management or key personnel.  In the absence of or in addition to such a program, Employee shall be entitled to receive such bonus, if any, as may be determined from time to time by the Board in its discretionary and sole judgment based on merit and the Company’s performance.




  





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Exhibit 10.1


 


(c)           Long Term Incentives. Nothing contained herein shall prevent the Board from paying additional compensation to Employee in the form of options, restricted shares or units or other similar awards (“Long Term Incentives”) under any Company plan during the Term.  Employee shall be entitled to participate in and receive Long Term Incentives under any program established by the Company for its management or key personnel.


 


5.           Additional Benefits.  In addition to the 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.  The Company shall also reimburse Employee for membership and initiation fees for clubs the Board deems reasonable in order for Employee to carry out the duties set forth herein and, at the Board’s discretion, provide Employee a mid-size jet aircraft (which shall mean a jet aircraft comparable to or better than the jet aircraft currently being used by Employee as of the Effective Date) for his personal use and benefit.  Requests for reimbursement for all business expenses must be accompanied by appropriate documentation.


 


(b)           Automobile Allowance. The Company shall provide Employee, for his business and private use, with an automobile suitable to Employee’s position.  In addition, the Company shall either directly pay or reimburse Employee for all costs of operating and maintaining such automobile, including insurance thereon in accordance with Company policies.


 


(c)           Vacation.  Employee shall be entitled to a reasonable period of vacation per year at his discretion, but not less than 5 weeks, without any loss of compensation or benefits.  Employee shall be entitled to carry forward any unused vacation time.


 


(d)           General Benefits.  Employee and Employee’s spouse and dependents shall be entitled to participate in the various employee benefit plans or programs provided to employees (and their families) of the Company in general, including, but not limited to, health, dental, disability, accident and life insurance plans and 401(k) 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.  Nothing in this Section 5(d) shall be deemed to prohibit the Company from making any changes in any of the plans, programs or benefits described in this Section 5(d), provided the change similarly affects all executive officers (and their families) of the Company that are similarly situated.


 


6.           Confidentiality; Nonsolicitation and Noncompete.


 


(a)           Employee hereby acknowledges that the Company possesses certain Confidential Information (defined below) that is peculiar to the businesses in which the Company is or may be engaged.  Employee hereby affirms that such Confidential Information is the exclusive property of the Company and that the Company has proprietary interests in such Confidential Information.  For the purposes of this Agreement, the term “Confidential Information” shall mean any and all information of any nature and in any form about the Company that at the time or times concerned is not generally known to any individual or entity (“Person”) (other than the Company) that is engaged in a business similar to that conducted or contemplated by the Company (other than by the act or acts of an employee not authorized by the Company to disclose such information), which may include, without limitation, the Company’s existing and contemplated products and services; the Company’s purchasing, accounting, marketing and merchandising methods or practices; the Company’s development data, theories of application and/or methodologies; the Company’s customer/client contact and/or supplier information files; the Company’s existing and contemplated policies and/or business strategies; any and all samples and/or materials submitted to Employee by the Company; and any and all directly and indirectly related records, documents, specifications, data and other information with respect thereto.  Employee further acknowledges by signing this Agreement that the Company has expended much time, cost and difficulty in developing and maintaining the Company’s customers.  For avoidance of doubt, the Parties acknowledge that the term “Confidential Information” shall not include any and all information published by the Company in its press releases or securities filings.




  





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Exhibit 10.1


 


(b)           Employee shall (i) use the Confidential Information solely for the purpose of performing Employee’s duties on behalf of the Company and for no other purpose whatsoever, (ii) not, directly or indirectly, at any time during or after Employee’s employment by the Company, disclose Confidential Information to any other Person (except to the Company’s officers in connection with Employee’s duties on behalf of the Company or unless otherwise required by court order, subpoena or other government or legal process) or use or otherwise exploit Confidential Information to the detriment of the Company, and (iii) not lecture on or publish articles with respect to Confidential Information without prior written approval of the Chief Operating Officer of the Company.  In the event of a breach or threatened breach of the provisions of this Section 6(b), 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.


 


(c)           Upon termination of employment of Employee for whatever reason, Employee or Employee’s personal representative shall surrender to the Company any and all documents, manuals, correspondence, reports, records and similar items then or thereafter coming into the possession of Employee that contain any Confidential Information; provided, however, that (i) the Company will provide Employee reasonable access to such Confidential Information to the extent required or reasonably requested by Employee in connection with the defense of any cause of action, dispute, proceeding or investigation made or initiated against Employee by any Person related to the employment of Employee by the Company or the performance by Employee of his duties in the course of such employment and (ii) Employee may retain a copy of any agreement between Employee and the Company.


 


 


(d)           Employee agrees that, as part of the consideration for this Agreement and as an integral part hereof, Employee has executed and delivered, and the Parties agree to be bound by, the Nonsolicitation and Noncompete Agreement attached hereto as Exhibit A, as well as any subsequent addenda thereto agreed to in writing by Employee.


 


7.           Termination.


 


(a)           This Agreement may be terminated prior to the expiration of its Term only under the terms and conditions set forth below:


 


(i)           Resignation (other than for Good Reason).  Employee may resign his position at any time, including by reason of retirement, by providing written notice of resignation to the Company.  In the event of such resignation, except in the case of resignation for Good Reason (as defined below), this Agreement shall terminate on the Date of Termination (defined in Section 7(c) below), and Employee shall not be entitled to further compensation pursuant to Section 4 and 5 of this Agreement other than the payment of any Base Compensation and any amounts and benefits under Section 5, including but not limited to unused vacation and unreimbursed business and automobile expenses (such amounts and benefits being collectively referred to herein as “General Benefits”) in each case accrued and unpaid as of the Date of Termination.


 




  





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Exhibit 10.1


 


(ii)           Death.  If Employee’s employment is terminated due to his death, the Company shall pay to Employee’s surviving spouse or estate (in accordance with applicable law), subject to required withholdings, not later than 30 days after Employee’s death, (A) any Base Compensation and General Benefits accrued and unpaid as of the date of Employee’s death, (B) a lump sum amount, in cash, equal to one year of Employee’s Base Compensation, (C) to the extent that, but for his death, Employee would have otherwise been entitled to a bonus under any bonus plan then maintained by the Company, or to the extent that other officers or Company executives are awarded bonuses or otherwise in the discretion of the Board, a lump sum amount, in cash, equal to a pro rata bonus for the year of his death, and (D) a lump sum amount, in cash, equal to the cost for Employee’s spouse and dependents to obtain, for the period commencing on the Date of Termination and ending on the date that is 30 months following the Date of Termination, health and dental insurance benefits covering Employee’s spouse and dependents that are substantially similar to those that Employee’s spouse and dependents were receiving immediately prior to the Date of Termination.  Notwithstanding any provision to the contrary in the plan(s) governing such Long Term Incentives, Employee shall also be considered as immediately and totally vested in any and all Long Term Incentives previously granted to Employee by Company prior to the Date of Termination that have not previously vested in full.  After all payments, benefits and vesting of Long Term Incentives specified under this Section 7(a)(ii) have been paid or performed, this Agreement shall terminate, and the Company shall have no obligations to Employee or his legal representatives with respect to Section 4 and 5 of this Agreement.


 


(iii)           Discharge.


(A)           The Company may terminate Employee’s employment for any reason at any time upon written notice thereof delivered to Employee in accordance with Section 7(b).


 


(B)           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), the following shall occur:


 


(I)           the Company shall pay to Employee, subject to required withholdings, not later than 15 days after the Date of Termination:


 


(x)           any Base Compensation and General Benefits accrued and unpaid as of the Date of Termination;


 




  





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Exhibit 10.1


 


(y)           a lump sum amount, in cash, equal to the product of (1) the sum of (a) Employee’s Base Compensation as in effect immediately prior to the Date of Termination, plus (b) Employee’s highest bonus paid by the Company with respect to the three fiscal years immediately preceding the fiscal year that includes the Date of Termination, multiplied by (2) 3.0; and


 


 (z)           a lump sum amount, in cash, equal to the cost for Employee to obtain, for the three year period commencing on the Date of Termination, disability, accident, dental and health insurance benefits covering Employee (and, as applicable, Employee’s spouse and dependents) and other benefits provided to Employee that, in each case, are substantially similar to those that Employee (and/or Employee’s spouse and dependents) were receiving immediately prior to the Date of Termination; and


 


(II) notwithstanding any provision to the contrary in the plan(s) governing such Long Term Incentives, Employee shall be considered as immediately and totally vested in any and all Long Term Incentives previously granted to Employee by the Company prior to the Date of Termination.


 


(C)           Notwithstanding anything to the contrary in this Agreement, in the event Employee is terminated because of Misconduct, the Company shall have no obligations pursuant to Section 4 and 5 of this Agreement after the Date of Termination other than the payment of any Base Compensation and General Benefits accrued and unpaid through the Date of Termination.  As used herein, “Misconduct” means:


 


(I)           the continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee’s incapacity due to a Disability 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 and allows such 30 days for Employee to effect any potential cure,


 


(II)           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 and other than any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee for Good Reason), or


 




  





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Exhibit 10.1


 


(III)           Employee’s conviction for the commission of a felony.


 


A finding of Misconduct shall only be made by unanimous approval, excluding Employee, of a resolution by the Board after a meeting called for such purpose upon thirty (30) days’ notice to Employee, and at which Employee is entitled to appear with counsel and be heard.


 


(D)           Disability. If Employee shall have been absent from the full-time performance of Employee’s duties with the Company for 180 consecutive calendar days as a result of Employee’s incapacity due to a Disability, Employee’s employment may be terminated by the Company. For the purposes of this Agreement, a “Disability” shall exist if:


 


(I)           Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be reasonably expected to result in death or can be expected to last for a continuous period of not less than 12 months; or


 


(II)           Employee is, by reason of any medically determinable physical or mental impairment that can be reasonably expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.


 


If Employee is terminated pursuant to this Section 7(a)(iii)(D), Employee shall not be entitled to further compensation pursuant to Section 4 and 5 of this Agreement, except that:


 


(x)           the Company shall (1) for the 12-month period beginning with the Date of Termination, pay to Employee monthly the amount by which Employee’s monthly Base Compensation as in effect immediately prior to the Date of Termination exceeds the monthly benefit received by Employee pursuant to any disability insurance maintained by the Company and covering Employee; (2) not later than 15 days after the Date of Termination, pay to Employee (a) any Base Compensation and General Benefits accrued and unpaid as of the Date of Termination, and (b) a lump sum amount, in cash, equal to the cost for Employee to obtain, for the period commencing on the Date of Termination and ending on the date that is 30 months following the Date of Termination, health and dental insurance benefits covering Employee and Employee’s spouse and dependents that are substantially similar to those that Employee (and Employee’s spouse and dependents) were receiving immediately prior to the Date of Termination; and (3) to the extent that, but for his Disability, Employee would have otherwise been entitled to a bonus under any bonus plan then maintained by the Company, or to the extent that other officers or Company executives are awarded bonuses, the Company shall, not later than the earlier of (a) the date on which the Company awards such bonuses and (b) February 28th of the calendar year following the year in which the Date of Termination occurs, pay to Employee a pro rata bonus for the year in which the Company terminates Employee’s employment pursuant to this Section 7(a)(iii)(D);


 


(y)           notwithstanding any provision to the contrary in the plan(s) governing such Long Term Incentives, Employee shall become immediately and totally vested in any and all Long Term Incentives granted to Employee by Company prior to the Date of Termination that have not previously vested in full; and


 


(z)           the Company shall assign to Employee, at no cost and with no apportionment of any prepaid premiums, all assignable insurance policies benefiting Employee.


 




  





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Exhibit 10.1


 


(iv)           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 Section 7(a)(iii)(B) and the other provisions of this Agreement.  For the purposes of this Agreement, the term “Good Reason” shall mean the occurrence of any of the following circumstances without Employee’s express written consent:


 


(A)           any material diminution of Employee’s duties or responsibilities (other than in connection with the termination of Employee for Misconduct or Disability in accordance with the terms of this Agreement);


 


(B)           any material diminution of Employee’s Base Compensation;


 


(C)           the relocation of the Company’s principal executive offices outside Baton Rouge, Louisiana or requiring Employee to be based other than at such principal executive offices; or


 


(D)            any other material breach by the Company of its obligations under this Agreement;


 


provided, however, Employee shall provide written notice (a “Good Reason Notice”) to the Company of the circumstances constituting Good Reason no more than 90 days after the occurrence of such circumstances, and the Company shall have 30 days after receipt of the Good Reason Notice to resolve and remedy such circumstances.  If the Company resolves and remedies such circumstances, then Employee’s employment shall not be subject to the Good Reason provisions of this Agreement as to such occurrence.


 


(v)           Resignation for Corporate Change.  Employee shall be entitled to terminate Employee’s employment for a Corporate Change (as defined herein), but only if Employee gives notice of Employee’s intent to terminate employment within 90 days following the effective date of such Corporate Change (provided that, notwithstanding the foregoing, the Notice of Termination may not be given later than February 13th of the year following the year in which the Corporate Change occurs).  If Employee terminates employment for a Corporate Change, Employee shall be entitled to the compensation and benefits provided in Section 7(a)(iii)(B) and the other provisions of this Agreement.  For the purposes of this Agreement, the term “Corporate Change” 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 Section 7(v)(B)).


 


(B)           Notwithstanding that the Company has not undergone a change in ownership under Section 7(v)(A), 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 Section 7(v)(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.


 




  





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Exhibit 10.1


 


(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.


 


(b)           Notice of Termination.  Any purported termination of Employee’s employment by the Company under Section 7(a)(iii), or by Employee under Sections 7(a)(i), (iv) or (v), shall be communicated by written Notice of Termination to the other Party hereto in accordance with Section 11.  For the purposes of this Agreement, a “Notice of Termination” shall mean a notice that (i) in the case of a termination by the Company, shall set forth in reasonable detail the reason for such termination of Employee’s employment and the Date of Termination, or (ii) in the case of a resignation by Employee, shall specify in reasonable detail the basis for such resignation and the Date of Termination.  A Notice of Termination given by Employee pursuant to Section 7(a)(iv) shall take precedence and 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.  A Notice of Termination given by Employee pursuant to Section 7(a)(iv) shall be considered effective only after 30 days have elapsed since Employee delivered the applicable Good Reason Notice and the Company has failed to resolve and remedy the circumstances constituting Good Reason during such 30-day period.  Any purported termination for which a Notice of Termination is required that does not materially comply with this Section 7(b) shall not be effective.


 


(c)           Date of Termination, Etc.  Except as otherwise provided in Section 13, the “Date of Termination” shall mean the date specified in the Notice of Termination, provided that the Date of Termination shall be at least 15 calendar days, but not more than 45 calendar days, following the date the Notice of Termination is given.  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.  Employee shall not be expected to provide further services after the Date of Termination.  Notwithstanding anything herein to the contrary, in the case of a termination of this Agreement pursuant to Section 7(a)(ii), the Date of Termination shall be the date of death.


 


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


 


(e)           Certain Tax Matters.


 


(i)           Notwithstanding any other provision of this Agreement to the contrary, if any portion of the payments or benefits provided to or for the benefit of Employee under this Agreement or which Employee otherwise receives or is entitled to receive from the Company or any successor would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest, penalties or additions to tax with respect to such excise tax (such excise tax, together with any interest, penalties or additions to tax with respect to such excise tax, is herein collectively referred to as the "Excise Tax"), all such payments and benefits being collectively referred to herein as the "Total Payments", then, except as otherwise provided in Section 7(e)(ii), the Total Payments shall be reduced (but not below zero) or eliminated (as further provided for in Section 7(e)(iii)) to the extent the Independent Tax Advisor (as hereinafter defined) shall reasonably determine is necessary so that no portion of the Total Payments shall be subject to the Excise Tax.


 


(ii)           Notwithstanding the provisions of Section 7(e)(i), if the Independent Tax Advisor reasonably determines that Employee would receive, in the aggregate, a greater amount of the Total Payments on an after-tax basis (after including and taking into account all applicable federal, state, and local income, employment and other applicable taxes and the Excise Tax) if the Total Payments were not reduced or eliminated pursuant to Section 7(e)(i), then no such reduction or elimination shall be made notwithstanding that all or any portion of the Total Payments may be subject to the Excise Tax.


 




  





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Exhibit 10.1


 


(iii)           For purposes of determining which of Section 7(e)(i) and Section 7(e)(ii) shall be given effect, the determination of which of the Total Payments shall be reduced or eliminated to avoid the Excise Tax shall be made by the Independent Tax Advisor, provided that the Independent Tax Advisor shall reduce or eliminate, as the case may be, the Total Payments in the following order (and within the category described in each of the following Sections 7(e)(iii)(A) through 7(e)(iii)(E), in reverse order beginning with the Total Payments which are to be paid farthest in time except as otherwise provided in Section 7(e)(iii)(D)):


 


(A)           by first reducing or eliminating the portion of the Total Payments otherwise due and which are not payable in cash (other than that portion of the Total Payments subject to Sections 7(e)(iii)(D) and 7(e)(iii)(E));


 


(B)           then by reducing or eliminating the portion of the Total Payments otherwise due and which are payable in cash (other than that portion of the Total Payments subject to Sections 7(e)(iii)(C) and 7(e)(iii)(D));


 


(C)           then by reducing or eliminating the portion of the Total Payments otherwise due to or for the benefit of Employee pursuant to the terms of this Agreement and which are payable in cash;


 


(D)           then by reducing or eliminating the portion of the Total Payments otherwise due that represent equity-based compensation, such reduction or elimination to be made in reverse chronological order with the most recent equity-based compensation awards reduced first; and


 


(E)           then by reducing or eliminating the portion of the Total Payments otherwise due to or for the benefit of Employee pursuant to the terms of this Agreement and which are not payable in cash.


 


(iv)           The Independent Tax Advisor shall provide its determinations, together with detailed supporting calculations and documentation, to the Company and Employee for their review no later than ten (10) days after the Date of Termination.  The determinations of the Independent Tax Advisor under this Section 7(e) shall, after due consideration of the Company’s and Employee’s comments with respect to such determinations and the interpretation and application of this Section 7(e), be final and binding on all parties hereto absent manifest error.  The Company and Employee shall furnish to the Independent Tax Advisor such information and documents as the Independent Tax Advisor may reasonably request in order to make the determinations required under this Section 7(e).


 


(v)           For purposes of this Section 7(e), “Independent Tax Advisor” shall mean a lawyer with a nationally recognized law firm, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm, in each case with expertise in the area of executive compensation tax law, who shall be selected by the Company and shall be acceptable to Employee (Employee’s acceptance not to be unreasonably withheld), and all of whose fees and disbursements shall be paid by the Company.


 




  





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Exhibit 10.1


 


8.           Other Consideration.


 


(a)           In consideration for the undertakings in this Agreement, Employee shall also receive:


 


(i)           Supplemental Executive Retirement Benefit Plan (“SERP”). Upon Employee’s termination of employment for whatever reason, including without limitation under Sections 7(a)(i), 7(a)(ii), 7(a)(iii)(B), 7(a)(iii)(C), 7(a)(iii)(D), 7(a)(iv), or 7(a)(v), Employee shall receive, as a supplemental executive retirement plan benefit, the sum of fifteen million dollars ($15,000,000.00) plus interest accrued thereon from the dates of deposit on September 21, 2001 ($5,000,000.00), April 10, 2002 ($5,000,000.00) and April 10, 2003 ($5,000,000.00), which amounts have been set aside in a grantor trust suitable to Employee which trust was created to maintain funds to provide this restated benefit and which meets the requirements of Rev. Proc. 92-64, 1992-2 C.B. 422.  The grantor trust shall invest the funds in an interest bearing account for the purposes of securing payment hereunder, it being understood that such amounts held in the trust shall remain subject to claims of the general creditors of the Company.  Subject to Section 16, such amount shall be paid not later than fifteen (15) days after Employee’s Date of Termination.


(ii)           Use of Aircraft.  Upon Employee’s termination of employment under Sections 7(a)(i), 7(a)(iii)(B), 7(a)(iii)(D), 7(a)(iv), or 7(a)(v), for ten years, commencing on the first day following the six month anniversary of the Date of Termination, the Company shall provide Employee for his private use in his sole discretion, the use of a mid-size jet aircraft (which shall mean a jet aircraft comparable to but not less than the jet aircraft most commonly used by Employee in the year prior to the Date of Termination) for 150 hours annually.


 


9.           Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit Employee’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company and for which Employee may qualify, nor shall anything herein limit or otherwise adversely affect such rights as Employee may have under any Long Term Incentives granted by the Company.  Amounts which are vested benefits or which Employee is otherwise entitled to receive under any such plan or program or any contract or agreement with the Company at or subsequent to the Date of Termination shall be payable or otherwise provided in accordance with such plan, program, contract or agreement except as explicitly modified by this Agreement.


 


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 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 to Federal Express or similar courier, addressed (a) to the Company, at its principal office address, directed to the attention of the Board with a copy to the Corporate Secretary of the Company, and (b) 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.


 


12.           Validity.  The invalidity or unenforceability 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.









  





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Exhibit 10.1




 


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 in writing 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 constitute Good Reason under Section 7(a)(iv); provided, 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 that executes and delivers the Agreement provided for in this Section 13 or that otherwise becomes bound by all terms and provisions of this Agreement by operation of law.


 


(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.           Indemnification: Liability Insurance.


 


(a)           The Company shall indemnify and hold Employee (or his legal representative) harmless to the full extent permitted by applicable law for all legal expenses and all liabilities, losses, judgments, fines, expenses, and amounts paid in settlement in connection with any proceeding involving him (including any action by or in the right of the Company) by reason of his being or having been a director, officer, employee, consultant, or agent of the Company or any of its subsidiaries, affiliates, or any other enterprise if he is serving or has served at the request of the Company.  In addition, the Company shall cause any such subsidiary, affiliate, or enterprise also to so indemnify and hold Employee harmless to the full extent permitted by applicable law.  The foregoing shall not be deemed to limit any rights of Employee pursuant to applicable indemnification provisions of the Company’s Articles of Incorporation or By-Laws or otherwise, and the Company agrees to amend such Articles of Incorporation and Bylaws to provide Employee indemnification consistent herewith.  The Company also agrees to amend its Articles of Incorporation to provide immunity to Employee to the full extent allowed by law.  In addition, the Company shall acquire and maintain with reputable insurance companies or associations acceptable to Employee, directors’ and officers’ liability insurance for the benefit of the directors and officers of the Company, including Employee, providing terms and coverage amounts of at least $75,000,000.  Such insurance shall remain in place, to the extent that the Company is able to purchase the same, as long as necessary under applicable statutes of limitations to cover all events occurring during the term of this Agreement regardless of when the claim is made.


 


(b)           In the event of any action, proceeding, or claim against Employee arising out of his serving or having served in a capacity specified above, the Company shall provide Employee with counsel, who may be counsel for the Company as well, as long as no conflict of interest exists between the Company and Employee and no ethical or professional responsibility rules prevent the same counsel from representing both Employee and the Company.  In the event of any such conflict of interest or other bar to Employee being represented by counsel for the Company, Employee may retain his own separate counsel (such choice of counsel may be made in his sole and absolute discretion), and the Company shall be obligated to advance to Employee (or pay directly to his counsel) reasonable counsel fees and other costs associated with Employee’s defense of such action, proceeding, or claim; provided, however, that in such event, Employee shall first agree in writing, without posting bond or collateral, to repay all sums paid or advanced to him pursuant to this provision in the event the final disposition of such action, proceeding, or claim is one for which Employee would not be entitled to indemnification.


 




  





Page 12 of 20











  






Exhibit 10.1


 


15.           Miscellaneous.


 


(a)           Amendment and Waiver.  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 of the Company 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.


 


(b)           Entire Agreement.  The Company and Employee have heretofore entered into the First Amended and Restated Agreement.  The First Amended and Restated Agreement shall continue in full force and effect until the Effective Date, after which it will be superseded by this Agreement; provided that nothing in this Agreement shall be deemed to discharge or otherwise prejudice Employee’s right to receive, or the Company’s obligation to pay or provide, any of the benefits accrued under the First Amended and Restatement Agreement as of the Effective Date.  Subject to the foregoing, 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 that are set forth expressly in this Agreement.


 


(c)           Governing Law. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA, except for Section 6, in which case the law of the jurisdiction in which the non-compete is sought to be enforced by the Company shall govern in the event such applicable law is more favorable to the Company.


 


16.           Code Section 409A. Payments pursuant to this Agreement are intended to comply with or be exempt from Section 409A of the Code (“Section 409A”) and accompanying regulations and other binding guidance promulgated thereunder, and the provisions of this Agreement will be administered, interpreted and construed accordingly.  This Agreement shall be interpreted to avoid any additional tax or premium interest applicable under Section 409A.  If any payment or benefit cannot be provided or made at the time specified herein without incurring any additional tax or premium interest applicable under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter permitted under Section 409A when any such additional tax or premium interest applicable will not be imposed.   Accordingly, to the extent a payment hereunder is, or shall become, subject to the application of Section 409A, the following shall apply:


 


(a)           If, as of the date of Employee’s termination of employment, the Employee constitutes a “specified employee” as determined under Treasury Regulation Section 1.409A-1(i), then any payments or reimbursements the Employee would otherwise be entitled to during the first six (6) months following the Employee’s separation from service within the meaning of Section 409A(a)(2)(A)(i) shall be accumulated and paid in a lump sum on the earlier of (1) the first business day following the date that is six (6) months after the date of Employee’s termination of employment, (2) the Employee’s date of death or (3) such earlier date upon which such payment or benefit may be paid or provided under Section 409A without being subject to the additional tax or premium interest applicable under Section 409A.  In the case of any payments due under Section 7(a)(v) that must be delayed as provided under this Section, such payments shall be deposited upon consummation of the Corporate Change in the grantor trust established under Section 8(a)(i) and invested in a similar manner as other amounts held in such trust and paid in a lump sum (plus interest accrued thereon) at the earliest date as determined in the immediately preceding sentence, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.   If Employee dies during such six (6) month period and prior to the payment of the portion that is required to be delayed under Section 409A, such amount shall be paid to the personal representative of Employee’s estate within thirty (30) days after Employee’s death.


 


(b)           With respect to any group health plan, for the period of time following the period of time during which Employee would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B of the Code if Employee elected such coverage and paid the applicable premiums (generally, after 18 months), Employee (or Employee’s spouse or dependents, if applicable) shall pay the full cost of the benefits as determined under the then current practices of the Company on a monthly basis, provided, that the Company shall reimburse Employee  (or Employee’s spouse or dependents, if applicable) for such costs.  With respect to coverage other than group health plan coverage (e.g., life insurance coverage), for all period such coverage is to be provided, Employee (or Employee’s spouse or dependents, if applicable) shall pay the full cost of such coverage and the Company shall reimburse to Employee (or Employee’s spouse or dependents, if applicable) the amount of the cost of the coverage.  Any reimbursements by the Company required under this paragraph shall be made on a regular, periodic basis within thirty (30) days after such reimbursable amounts are incurred; provided that, before such reimbursement, Employee (or Employee’s spouse or dependents, if applicable) has submitted or the Company possesses the applicable and appropriate evidence of such expense(s).  Any reimbursements provided during one taxable year of Employee shall not affect the expenses eligible for reimbursement in any other taxable year of Employee (with the exception of applicable lifetime maximums applicable to medical expenses or medical benefits described in Section 105(b) of the Code).


 




  





Page 13 of 20











  






Exhibit 10.1


 


(c)           Any reimbursements or in-kind benefits provided under this Agreement shall be made or provided at the times specified in this Agreement; provided, however, that (i) any reimbursement for expenses shall be made only for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made within 30 days of the end of the month in which appropriate request for such reimbursement is made by Employee but no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.


 


(d)           To the extent compensation under the Agreement that is subject to Section 409A becomes subject to Federal Insurance Contributions Act (FICA) tax imposed under Section 3101, 3121(a), or 3121(v)(2) of the Code, a payment shall be paid to Employee to pay such taxes.  In addition, a payment shall be made to Employee to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA amount, and to pay the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes.  The total payment under this provision shall be equal to but not greater than the aggregate of the FICA and the income tax withholding related to such FICA.


 


(e)           A payment shall be made to Employee at any time the Agreement fails to meet the requirements of Section 409A.  Such payment shall be equal to but not greater than the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A.


 


(f)           If a payment or provision of any benefit hereunder is subject to additional taxation or premium interest under Section 409A, the Parties agree to cooperate to the fullest extent in pursuit of any available corrective relief, as provided under the terms of Internal Revenue Service Notices 2008-113, 2010-6, or 2010-80, or any corresponding subsequent guidance, from the Section 409A additional income tax and premium interest tax


 


17.           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.


 


18.           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.


 


19.           Expenses.  In order that the purpose of this Agreement not be frustrated, it is the intent of the Company that the Employee not be required to incur the expenses associated with enforcement of the Employee’s rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Employee hereunder, nor be bound to negotiate any settlement of the Employee’s rights hereunder under threat of incurring such expenses.  Accordingly, if following the Effective Date it should appear to the Employee that the Company has failed to comply with any of its obligations under this Agreement or, if at any time, in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from the Employee the benefits intended to be provided to the Employee hereunder, and that the Employee has complied with all of the Employee’s obligations under this Agreement, the Company irrevocably authorizes the Employee from time to time to retain counsel of the Employee’s choice at the expense of the Company to represent the Employee in connection with the initiation or defense of any contest, demand, litigation or other legal action (including any arbitration under Section 18), whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction.  Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel (other than a counsel acting on behalf of the Company in connection with this Agreement), the Company irrevocably consents to the Employee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Employee agree that a confidential relationship shall exist between the Employee and such counsel.  The Company agrees to pay as incurred, to the full extent permitted by law, all costs and expenses which the Employee may reasonably incur as a result of any contest, demand, litigation or other legal action (including any arbitration under Section 18) (regardless of the outcome thereof) by the Company, the Employee or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including, without limitation, as a result of any contest by the Employee about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate. Included within such costs and expenses shall be the reasonable fees and expenses of counsel selected from time to time by the Employee as hereinabove provided, which fees and expenses shall be paid or reimbursed to the Employee by the Company on a regular, periodic basis upon presentation by the Employee of a statement or statements prepared by such counsel in accordance with its customary practices.  For the avoidance of doubt, the benefits provided to Employee in Section 19 are in addition to the indemnification and other benefits provided to Employee in Section 14.


 




  





Page 14 of 20











  






Exhibit 10.1


 


IN WITNESS WHEREOF, the Parties have executed this Agreement on December 12, 2011, effective for all purposes as of the Effective Date.


THE SHAW GROUP INC.












By: /s/ Scott Trezise                                                                


Scott Trezise


Sr. Vice President, Human Resources












By: /s/ John Donofrio                                                      


John Donofrio


Executive Vice President and


General Counsel












EMPLOYEE:







/s/ J. M. Bernhard, Jr.                                                                


J.M. Bernhard, Jr.




  





Page 15 of 20











  






Exhibit 10.1


 


EXHIBIT A







 


NONSOLICITATION AND NONCOMPETE AGREEMENT


 


This Nonsolicitation and Noncompete Agreement (“Agreement”) is made and entered into as of December __, 2011 (the “Effective Date”), between The Shaw Group Inc. (together with its affiliated companies (as contained in its most recent SEC filings), the “Company”) and J.M. Bernhard, Jr. (“Executive”).  The Company and Executive shall hereinafter be referred to collectively as the “Parties”.  Defined terms used in this Agreement but not defined in this Agreement shall have the respective meanings given such terms in the Employment Agreement (as hereinafter defined)


 


RECITALS


 


1.           The Company and Employee are parties to that certain Second Amended and Restated Employment Agreement dated effective of even date herewith (the “Employment Agreement”), pursuant to which the Company and Employee have agreed to employment of Executive with the Company, during which employment Executive shall perform those duties set forth in the Employment Agreement;







2.           As part of Executive’s duties and responsibilities, Executive will have access to confidential information of the Company and, by virtue of his employment with the Company, will have direct contact with and will establish personal relationships with various customers of the Company; and







3.           The Company and Executive recognize the Company’s need to protect the Company’s confidential and proprietary interest in the Company’s  business, business relationships, and the work product produced by Executive on behalf of the Company in the course of Executive’s employment; and







4.           As consideration, in part, for the Employment Agreement, Executive and the Company enter into this Agreement.







NOW, THEREFORE, Executive and the Company agree as follows:


 


AGREEMENT


 


Section 1.                      Company Property.  All personal property and equipment furnished to or prepared by Executive in the course of or incident to Executive’s employment belong to the Company and shall be promptly returned to the Company upon termination of Executive’s employment or at such other time as the Company may request.  Personal property includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, and other documents, electronic files, and all other proprietary information relating to the business of the Company and/or its affiliates.  Following termination of employment, Executive will not retain any written or other tangible material containing any proprietary information of the Company.


 


Section 2.                      Non-Solicitation.  At all times during Executive’s employment and for two (2) years after the termination of Executive’s employment, Executive will not, directly or indirectly, either on Executive’s own account or jointly with or as a manager, agent, officer, employee, consultant, independent contractor, partner, joint venturer, owner, financier, shareholder, or otherwise on behalf of any other person, firm, or corporation, offer employment to, solicit, or attempt to solicit away from the Company or its affiliates any of their officers or employees or offer employment to any person who, during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer or employee of the Company or any of its affiliates.


 


Section 3.                      Covenant Not to Compete.  As a condition of employment and in consideration of the terms of the Employment Agreement pursuant to which this is being executed, Executive acknowledges and agrees to the following:


 




  





Page 16 of 20











  






Exhibit 10.1


 



	
  

	
(a)

	
Executive acknowledges that he is intimately involved in the management of the Company, its expansion, and its acquisition or creation of affiliated companies.  Executive acknowledges and agrees that the business of the Company is providing engineering, construction, procurement, maintenance, environmental and infrastructure services,1 and pipe fabrication services, as more fully set forth on the Company’s Form 10-K dated October 30, 2008 (the “Form 10-K”).







 



	
  

	
(b)

	
Based on Executive’s high level in management of the Company and based on the knowledge, information, and experience that the Executive has gained and will gain through his management position in the Company and Executive’s ability to build a competing company engaging in some or all of the services provided by the Company, Executive acknowledges that the scope of this Agreement should be broad, both geographically and in the scope of conduct prohibited.







 



	
  

	
(c)

	
Executive acknowledges that the Company now conducts business and provides services throughout the United States to federal agencies, federally-owned facilities or federally-controlled political subdivisions, state and local governments and political subdivisions, and domestic and non-domestic commercial customers.  Executive acknowledges that as of the date of this Agreement, the Company delivers services through a network of over 180 locations, including approximately 22 international locations and approximately 22 fabrication and manufacturing facilities.  Executive acknowledges and agrees that at the time of signing this agreement, the Company conducts business in the geographic territory (the “Restricted Area”) set forth in Exhibit 1.  Executive agrees that the Company may periodically revise the Restricted Area to reflect any changes in the geographic territory in which the Company is conducting business.  Executive agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this agreement which update the Restricted Area to reflect geographic territories in which the Company conducts its business.  Executive agrees that the Company may periodically revise the description of the business of the Company to reflect changes in the Company’s business.  Executive also agrees that, as consideration for the Employment Agreement, Executive agrees to sign addenda to this Agreement which update the description of the business of the Company to coincide with the description of the business of the Company as set forth in the Company’s current Form 10-K.







 



	
  

	
(d)

	
Executive agrees that at all times during Executive’s employment with the Company and for the duration of the Post-Termination Non-Compete Term (defined in Section 3(e) below), Executive shall not, directly or indirectly, whether personally or through agents, associates, or co-workers, whether individually or in connection with any corporation, partnership, or other business entity, and whether as an employee, owner, partner, financier, joint venturer, shareholder, officer, manager, agent, independent contractor, consultant, or otherwise, establish, carry on, or engage in a business similar to that of the Company or any of its affiliates, in the Restricted Area, as defined in Exhibit 1, attached.  This prohibition includes, without limitation, that Executive will not perform the following in the Restricted Area:







 










1   Environmental and infrastructure services include the delivery of environmental restoration, regulatory compliance, facilities management, emergency response, and design and construction services, environmental consulting, engineering and construction services to private-sector and state and local government customers. These environmental services include complete life cycle management, construction management, operation and maintenance (O&M) services, and environmental services including emergency response and high hazard and toxic waste cleanups and on-site remedial activities site selection, permitting, design, build, operation, decontamination, demolition, remediation and redevelopment, identification of contaminants in soil, air and water and the subsequent design and execution of remedial solutions, project and facilities management and other related services for non-environmental construction, watershed restoration, emergency response services and outsourcing of privatization markets. These infrastructure services include program management, operations and maintenance solutions to support and enhance domestic and global land, water and air transportation systems, and commercial port and marine facilities.  




 




  





Page 17 of 20











  






Exhibit 10.1


 



	
  

	
(i)

	
Solicit or provide, directly or indirectly, engineering, construction, procurement, maintenance, Environmental, and pipe fabrication services, or any of these, to any persons or entities who are or were customers of the Company or any of its affiliates at any time prior to Executive’s separation from employment;







 



	
  

	
(ii)

	
Establish, own, become employed with, consult on business matters with, or participate in any way in a business engaged in engineering, construction, procurement maintenance, Environmental, and pipe fabrication services, or any of these, except to the extent that the Company or any of its affiliates do not provide the same type of services as such business provides; and







 



	
  

	
(iii)

	
Provide consulting services for, invest in, become employed by, or otherwise become associated from a business perspective with competitors of the Company or any of its affiliates, including but not limited to Jacobs Engineering Group Inc.; Fluor Corporation; URS Corporation; Halliburton; Turner Industries Group, L.L.C.; Bechtel Group, Inc.; KBR, Inc.; Chicago Bridge & Iron Company N.V.; CH2M Hill; Black & Veatch Corporation; Foster Wheeler Ltd.; and Washington Group International, Inc., or any of their respective subsidiaries, parent companies, affiliates, or successors.







 


This prohibition does not prohibit Executive from engaging in a business solely within an area or areas not contained in the Restricted Area, so long as that business does not provide in the Restricted Area the same or similar services or conduct the same or similar business as the Company or its affiliates.


 


(e)           For purposes of Section 3(d), the Post-Termination Non-Compete Term is as follows:


 



	
  

	
(i)

	
In the event of resignation for other than Good Reason (Section 7(a)(i) of the Employment Agreement) or termination by the Company for Misconduct (Section 7(a)(iii)(C) of the Employment Agreement), the non-compete term shall be two-years from the date of the Executive’s separation from employment with the Company.







 



	
  

	
(ii)

	
In the event of resignation due to Corporate Change (Section 7(a)(v) of the Employment Agreement) or for Good Reason (Section 7(a)(iv) of the Employment Agreement), or if Employee is terminated for other than Misconduct Or Disability (Section 7(a)(iii)(B) of the Employment Agreement), or due to Disability (Section 7(a)(iii)(D) of the Employment Agreement), the non-compete term shall be equal to the period of severance pay provided pursuant to the Employment Agreement, the period of any other applicable severance program of the Company, provided the payments pursuant to such program are made at a rate not less than the Executive’s Base Compensation as of the Date of Termination; or the pendency of any post-termination consulting agreement between the Executive and the Company, but in no event longer than two (2) years after Executive’s separation from employment with the Company.







 



	
  

	
(f)

	
Executive acknowledges that the business of the Company is extremely competitive in nature, that the remedy at law for any breach of this covenant will be inadequate, and that in the event of a breach the Company shall be entitled to injunctive relief and specific performance, as well as any and all other remedies at law or in equity to which the Company is entitled.  Executive acknowledges that the provisions contained in this Section 3 are reasonable and valid in all respects and are a reasonable and necessary protection of the legitimate interests of the Company and that any violation of these provisions would cause substantial injury to the Company.







 




  





Page 18 of 20











  






Exhibit 10.1


 


Section 4.                   Miscellaneous Provisions.


 



	
  

	
(a)

	
Employment Rights.   This Agreement shall not be deemed to confer upon Executive any right to continue in the employ of the Company for any period or any right to continue employment at Executive’s present or any other rate of compensation.







 



	
  

	
(b)

	
Amendment.  This Agreement may only be amended or modified in a writing executed by both the Company and Executive.  No oral waivers or extensions shall be binding on the parties.







 



	
  

	
(c)

	
Waiver.  No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument signed by the Party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any other act other than that specifically waived.







 



	
  

	
(d)

	
Injunctive Relief and Arbitration.  Executive and the Company each acknowledge that the provisions of Sections 2 and 3 are reasonable and necessary, that the damages that would be suffered as a result of a breach or threatened breach by Executive of Sections 2 and 3 may not be calculable, and that the award of a money judgment to the Company for such a breach or threatened breach thereof by Executive would be an inadequate remedy. Executive expressly consents and agrees that the Company may, in addition to any other available remedies that the Company may be entitled in law or in equity, enforce the provisions of Sections 2 and/or 3 by injunctive or other equitable relief, including a temporary and/or permanent injunction (without proving a breach thereof), to prevent unfair competition, the use and/or unauthorized disclosure of trade secrets or confidential information, and/or the unauthorized solicitation of the Company’s officers, employees, and customers.  The Company shall not be obligated to post bond or other security in seeking such relief.







 



	
  

	
(e)

	
Arbitration.  Executive and the Company agree that any dispute regarding the covenants herein and/or the validity of this Agreement and its addenda, if any, shall be resolved through arbitration as provided in Section 18 of the Employment Agreement.







 



	
  

	
(f)

	
Governing Law.  This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Louisiana.







 



	
  

	
(g)

	
Assignment.   This Agreement may not be assigned by Executive, but may be assigned by the Company to any successor to its business and will inure to the benefit and be binding upon any such successor.  This Agreement shall be binding upon the Parties, together with their respective executors, administrators, personal representatives, and heirs, and, in the case of the Company, permitted successors and assigns.







 



	
  

	
(h)

	
Severability.  Each provision of this Agreement is intended to be severable.  If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.







 



	
  

	
(i)

	
Reformation.

	
  It is the intention of the Parties that if any court or arbitrator(s) shall determine that any provision of this Agreement, including the scope, duration, or geographical limit of any provision, is unenforceable, the provision in question and this Agreement shall not be invalidated but shall be deemed reformed or amended only to the extent necessary to render the provision and Agreement valid and enforceable.







 



	
  

	
(j)

	
Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.







 




  





Page 19 of 20











  







Exhibit 10.1




 



	
  

	
(k)

	
Consent.  Executive acknowledges that Executive has reviewed the provisions of this Agreement carefully and has been given an opportunity to ask questions of the Company.  Executive acknowledges that Executive has had ample opportunity to consult with an attorney of his choice prior to signing this Agreement and that Executive knowingly consents to the terms herein.







 



	
  

	
(l)

	
Integration.  Together with the Employment Agreement, 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.







 


IN WITNESS WHEREOF, the Parties have executed this Agreement as of this ___ day of December, 2011.


 







COMPANY:                                                                                                EXECUTIVE:







The Shaw Group Inc.


                                           ______________________________


J.M. Bernhard, Jr.


___________________________________


Scott Trezise


Sr. Vice President, Human Resources


 


Page 20 of 20




  





  











  







Exhibit 10.1


 


 EXHIBIT 1


 


RESTRICTED AREA


 




	
ALASKA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Aleutians East

	  	
Kenai Peninsula

	  	
Sitka


	
Aleutians West

	  	
Ketchikan Gateway

	  	
Skagway-Hoonah-Angoon


	
Anchorage

	  	
Kodiak Island

	  	
Southeast Fairbanks


	
Bethel

	  	
Lake and Peninsula

	  	
Valdez-Cordova


	
Bristol Bay

	  	
Matanuska-Susitna

	  	
Wade Hampton


	
Denali

	  	
Nome

	  	
Wrangell-Petersburg


	
Dillingham

	  	
North Slope

	  	
Yakutat


	
Fairbanks North Star

	  	
Northwest Arctic

	  	
Yukon-Koyukuk


	
Haines

	  	
Prince of Wales-Outer Ketchikan

	  	  
	
Juneau

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
ALABAMA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Autauga

	  	
Butler

	  	
Clarke


	
Baldwin

	  	
Calhoun

	  	
Clay


	
Barbour

	  	
Chambers

	  	
Cleburne


	
Bibb

	  	
Cherokee

	  	
Coffee


	
Blount

	  	
Chilton

	  	
Colbert


	
Bullock

	  	
Choctaw

	  	
Conecuh


	  	  	  	  	  



 




  





Page 21 of 71











  






	  	  	  	  	  
	
Coosa

	  	
Jackson

	  	
Perry


	
Covington

	  	
Jefferson

	  	
Pickens


	
Crenshaw

	  	
Lamar

	  	
Pike


	
Cullman

	  	
Lauderdale

	  	
Randolph


	
Dale

	  	
Lawrence

	  	
Russell


	
Dallas

	  	
Lee

	  	
St. Clair


	
De Kalb

	  	
Limestone

	  	
Shelby


	
Elmore

	  	
Lowndes

	  	
Sumter


	
Escambia

	  	
Macon

	  	
Talladega


	
Etowah

	  	
Madison

	  	
Tallapoosa


	
Fayette

	  	
Marengo

	  	
Tuscaloosa


	
Franklin

	  	
Marion

	  	
Walker


	
Geneva

	  	
Marshall

	  	
Washington


	
Greene

	  	
Mobile

	  	
Wilcox


	
Hale

	  	
Monroe

	  	
Winston


	
Henry

	  	
Montgomery

	  	  
	
Houston

	  	
Morgan

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
ARIZONA

	  	  	  	  
	
 

	  	  	  	  
	  	  	  	  	  
	
Apache

	  	
Greenlee

	  	
Pima


	
Cochise

	  	
La Paz

	  	
Pinal


	
Coconino

	  	
Maricopa

	  	
Santa Cruz


	
Gila

	  	
Mohave

	  	
Yavapai


	
Graham

	  	
Navajo

	  	
Yuma


	  	  	  	  	  



 




  





Page 22 of 71











  






	  	  	  	  	  
	
ARKANSAS

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Arkansas

	  	
Drew

	  	
Lonoke


	
Ashley

	  	
Faulkner

	  	
Madison


	
Baxter

	  	
Franklin

	  	
Marion


	
Benton

	  	
Fulton

	  	
Miller


	
Boone

	  	
Garland

	  	
Mississippi


	
Bradley

	  	
Grant

	  	
Monroe


	
Calhoun

	  	
Greene

	  	
Montgomery


	
Carroll

	  	
Hempstead

	  	
Nevada


	
Chicot

	  	
Hot Spring

	  	
Newton


	
Clark

	  	
Howard

	  	
Ouachita


	
Clay

	  	
Independence

	  	
Perry


	
Cleburne

	  	
Izard

	  	
Phillips


	
Cleveland

	  	
Jackson

	  	
Pike


	
Columbia

	  	
Jefferson

	  	
Poinsett


	
Conway

	  	
Johnson

	  	
Polk


	
Craighead

	  	
Lafayette

	  	
Pope


	
Crawford

	  	
Lawrence

	  	
Prairie


	
Crittenden

	  	
Lee

	  	
Pulaski


	
Cross

	  	
Lincoln

	  	
Randolph


	
Dallas

	  	
Little River

	  	
St. Francis


	
Desha

	  	
Logan

	  	
Saline





 




  





Page 23 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Scott

	  	
Sharp

	  	
Washington


	
Searcy

	  	
Stone

	  	
White


	
Sebastian

	  	
Union

	  	
Woodruff


	
Sevier

	  	
Van Buren

	  	
Yell


	  	  	  	  	  
	  	  	  	  	  
	
CALIFORNIA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Alameda

	  	
Lassen

	  	
San Benito


	
Alpine

	  	
Los Angeles

	  	
San Bernardino


	
Amador

	  	
Madera

	  	
San Diego


	
Butte

	  	
Marin

	  	
San Francisco


	
Calaveras

	  	
Mariposa

	  	
San Joaquin


	
Colusa

	  	
Mendocino

	  	
San Luis Obispo


	
Contra Costa

	  	
Merced

	  	
San Mateo


	
Del Norte

	  	
Modoc

	  	
Santa Barbara


	
El Dorado

	  	
Mono

	  	
Santa Clara


	
Fresno

	  	
Monterey

	  	
Santa Cruz


	
Glenn

	  	
Napa

	  	
Shasta


	
Humboldt

	  	
Nevada

	  	
Sierra


	
Imperial

	  	
Orange

	  	
Siskiyou


	
Inyo

	  	
Placer

	  	
Solano


	
Kern

	  	
Plumas

	  	
Sonoma


	
Kings

	  	
Riverside

	  	
Stanislaus


	
Lake

	  	
Sacramento

	  	
Sutter


	  	  	  	  	  



 




  





Page 24 of 71











  






	  	  	  	  	  
	
Tehama

	  	
Tuolumne

	  	
Yuba


	
Trinity

	  	
Ventura

	  	  
	
Tulare

	  	
Yolo

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
COLORADO

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adams

	  	
Eagle

	  	
Logan


	
Alamosa

	  	
Elbert

	  	
Mesa


	
Arapahoe

	  	
El Paso

	  	
Mineral


	
Archuleta

	  	
Fremont

	  	
Moffat


	
Baca

	  	
Garfield

	  	
Montezuma


	
Bent

	  	
Gilpin

	  	
Montrose


	
Boulder

	  	
Grand

	  	
Morgan


	
Broomfield

	  	
Gunnison

	  	
Otero


	
Chaffee

	  	
Hinsdale

	  	
Ouray


	
Cheyenne

	  	
Huerfano

	  	
Park


	
Clear Creek

	  	
Jackson

	  	
Phillips


	
Conejos

	  	
Jefferson

	  	
Pitkin


	
Costilla

	  	
Kiowa

	  	
Prowers


	
Crowley

	  	
Kit Carson

	  	
Pueblo


	
Custer

	  	
Lake

	  	
Rio Blanco


	
Delta

	  	
La Plata

	  	
Rio Grande


	
Denver

	  	
Larimer

	  	
Routt


	
Dolores

	  	
Las Animas

	  	
Saguache


	
Douglas

	  	
Lincoln

	  	
San Juan


	  	  	  	  	  



 




  





Page 25 of 71











  






	  	  	  	  	  
	
San Miguel

	  	
Teller

	  	
Yuma


	
Sedgwick

	  	
Washington

	  	  
	
Summit

	  	
Weld

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
CONNECTICUT

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Fairfield

	  	
Middlesex

	  	
Tolland


	
Hartford

	  	
New Haven

	  	
Windham


	
Litchfield

	  	
New London

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
DISTRICT OF COLUMBIA

	  	  	  	  
	  	  	  	  	  
	
District of Columbia

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
DELAWARE

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Kent

	  	  	  	  
	  	  	
New Castle

	  	
Sussex


	  	  	  	  	  
	
FLORIDA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Alachua

	  	
Baker

	  	
Bay





 




  





Page 26 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Bradford

	  	
Hernando

	  	
Orange


	
Brevard

	  	
Highlands

	  	
Osceola


	
Broward

	  	
Hillsborough

	  	
Palm Beach


	
Calhoun

	  	
Holmes

	  	
Pasco


	
Charlotte

	  	
Indian River

	  	
Pinellas


	
Citrus

	  	
Jackson

	  	
Polk


	
Clay

	  	
Jefferson

	  	
Putnam


	
Collier

	  	
Lafayette

	  	
St. Johns


	
Columbia

	  	
Lake

	  	
St. Lucie


	
De Soto

	  	
Lee

	  	
Santa Rosa


	
Dixie

	  	
Leon

	  	
Sarasota


	
Duval

	  	
Levy

	  	
Seminole


	
Escambia

	  	
Liberty

	  	
Sumter


	
Flagler

	  	
Madison

	  	
Suwannee


	
Franklin

	  	
Manatee

	  	
Taylor


	
Gadsden

	  	
Marion

	  	
Union


	
Gilchrist

	  	
Martin

	  	
Volusia


	
Glades

	  	
Miami-Dade

	  	
Wakulla


	
Gulf

	  	
Monroe

	  	
Walton


	
Hamilton

	  	
Nassau

	  	
Washington


	
Hardee

	  	
Okaloosa

	  	  
	
Hendry

	  	
Okeechobee

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
GEORGIA

	  	  	  	  
	  	  	  	  	  



 




  





Page 27 of 71











  






	  	  	  	  	  
	
Appling

	  	
Chatham

	  	
Early


	
Atkinson

	  	
Chattahoochee

	  	
Echols


	
Bacon

	  	
Chattooga

	  	
Effingham


	
Baker

	  	
Cherokee

	  	
Elbert


	
Baldwin

	  	
Clarke

	  	
Emanuel


	
Banks

	  	
Clay

	  	
Evans


	
Barrow

	  	
Clayton

	  	
Fannin


	
Bartow

	  	
Clinch

	  	
Fayette


	
Ben Hill

	  	
Cobb

	  	
Floyd


	
Berrien

	  	
Coffee

	  	
Forsyth


	
Bibb

	  	
Colquitt

	  	
Franklin


	
Bleckley

	  	
Columbia

	  	
Fulton


	
Brantley

	  	
Cook

	  	
Gilmer


	
Brooks

	  	
Coweta

	  	
Glascock


	
Bryan

	  	
Crawford

	  	
Glynn


	
Bulloch

	  	
Crisp

	  	
Gordon


	
Burke

	  	
Dade

	  	
Grady


	
Butts

	  	
Dawson

	  	
Greene


	
Calhoun

	  	
Decatur

	  	
Gwinnett


	
Camden

	  	
De Kalb

	  	
Habersham


	
Candler

	  	
Dodge

	  	
Hall


	
Carroll

	  	
Dooly

	  	
Hancock


	
Catoosa

	  	
Dougherty

	  	
Haralson


	
Charlton

	  	
Douglas

	  	
Harris


	  	  	  	  	  



 




  





Page 28 of 71











  






	  	  	  	  	  
	
Hart

	  	
Marion

	  	
Schley


	
Heard

	  	
Meriwether

	  	
Screven


	
Henry

	  	
Miller

	  	
Seminole


	
Houston

	  	
Mitchell

	  	
Spalding


	
Irwin

	  	
Monroe

	  	
Stephens


	
Jackson

	  	
Montgomery

	  	
Stewart


	
Jasper

	  	
Morgan

	  	
Sumter


	
Jeff Davis

	  	
Murray

	  	
Talbot


	
Jefferson

	  	
Muscogee

	  	
Taliaferro


	
Jenkins

	  	
Newton

	  	
Tattnall


	
Johnson

	  	
Oconee

	  	
Taylor


	
Jones

	  	
Oglethorpe

	  	
Telfair


	
Lamar

	  	
Paulding

	  	
Terrell


	
Lanier

	  	
Peach

	  	
Thomas


	
Laurens

	  	
Pickens

	  	
Tift


	
Lee

	  	
Pierce

	  	
Toombs


	
Liberty

	  	
Pike

	  	
Towns


	
Lincoln

	  	
Polk

	  	
Treutlen


	
Long

	  	
Pulaski

	  	
Troup


	
Lowndes

	  	
Putnam

	  	
Turner


	
Lumpkin

	  	
Quitman

	  	
Twiggs


	
McDuffie

	  	
Rabun

	  	
Union


	
McIntosh

	  	
Randolph

	  	
 Upson


	
Macon

	  	
Richmond

	  	
Walker


	
Madison

	  	
Rockdale

	  	
Walton


	  	  	  	  	  



 




  





Page 29 of 71











  






	  	  	  	  	  
	
Ware

	  	
Webster

	  	
Wilcox


	
Warren

	  	
Wheeler

	  	
Wilkes


	
Washington

	  	
White

	  	
Wilkinson


	
Wayne

	  	
Whitfield

	  	
Worth


	  	  	  	  	  
	  	  	  	  	  
	
HAWAII

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Hawaii

	  	
Kalawao

	  	
Maui


	
Honolulu

	  	
Kauai

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
IOWA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adair

	  	
Butler

	  	
Clinton


	
Adams

	  	
Calhoun

	  	
Crawford


	
Allamakee

	  	
Carroll

	  	
Dallas


	
Appanoose

	  	
Cass

	  	
Davis


	
Audubon

	  	
Cedar

	  	
Decatur


	
Benton

	  	
Cerro Gordo

	  	
Delaware


	
Black Hawk

	  	
Cherokee

	  	
Des Moines


	
Boone

	  	
Chickasaw

	  	
Dickinson


	
Bremer

	  	
Clarke

	  	
Dubuque


	
Buchanan

	  	
Clay

	  	
Emmet


	
Buena Vista

	  	
Clayton

	  	
Fayette


	  	  	  	  	  



 




  





Page 30 of 71











  






	  	  	  	  	  
	
Floyd

	  	
Lee

	  	
Pottawattamie


	
Franklin

	  	
Linn

	  	
Poweshiek


	
Fremont

	  	
Louisa

	  	
Ringgold


	
Greene

	  	
Lucas

	  	
Sac


	
Grundy

	  	
Lyon

	  	
Scott


	
Guthrie

	  	
Madison

	  	
Shelby


	
Hamilton

	  	
Mahaska

	  	
Sioux


	
Hancock

	  	
Marion

	  	
Story


	
Hardin

	  	
Marshall

	  	
Tama


	
Harrison

	  	
Mills

	  	
Taylor


	
Henry

	  	
Mitchell

	  	
Union


	
Howard

	  	
Monona

	  	
Van Buren


	
Humboldt

	  	
Monroe

	  	
Wapello


	
Ida

	  	
Montgomery

	  	
Warren


	
Iowa

	  	
Muscatine

	  	
Washington


	
Jackson

	  	
O'Brien

	  	
Wayne


	
Jasper

	  	
Osceola

	  	
Webster


	
Jefferson

	  	
Page

	  	
Winnebago


	
Johnson

	  	
Palo Alto

	  	
Winneshiek


	
Jones

	  	
Plymouth

	  	
Woodbury


	
Keokuk

	  	
Pocahontas

	  	
Worth


	
Kossuth

	  	
Polk

	  	
Wright


	  	  	  	  	  
	  	  	  	  	  
	
IDAHO

	  	  	  	  



 




  





Page 31 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Ada

	  	
Cassia

	  	
Lewis


	
Adams

	  	
Clark

	  	
Lincoln


	
Bannock

	  	
Clearwater

	  	
Madison


	
Bear Lake

	  	
Custer

	  	
Minidoka


	
Benewah

	  	
Elmore

	  	
Nez Perce


	
Bingham

	  	
Franklin

	  	
Oneida


	
Blaine

	  	
Fremont

	  	
Owyhee


	
Boise

	  	
Gem

	  	
Payette


	
Bonner

	  	
Gooding

	  	
Power


	
Bonneville

	  	
Idaho

	  	
Shoshone


	
Boundary

	  	
Jefferson

	  	
Teton


	
Butte

	  	
Jerome

	  	
Twin Falls


	
Camas

	  	
Kootenai

	  	
Valley


	
Canyon

	  	
Latah

	  	
Washington


	
Caribou

	  	
Lemhi

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
ILLINOIS

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adams

	  	
Bureau

	  	
Christian


	
Alexander

	  	
Calhoun

	  	
Clark


	
Bond

	  	
Carroll

	  	
Clay


	
Boone

	  	
Cass

	  	
Clinton


	
Brown

	  	
Champaign

	  	
Coles


	  	  	  	  	  



 




  





Page 32 of 71











  






	  	  	  	  	  
	
Cook

	  	
Jefferson

	  	
Mercer


	
Crawford

	  	
Jersey

	  	
Monroe


	
Cumberland

	  	
Jo Daviess

	  	
Montgomery


	
DeKalb

	  	
Johnson

	  	
Morgan


	
De Witt

	  	
Kane

	  	
Moultrie


	
Douglas

	  	
Kankakee

	  	
Ogle


	
DuPage

	  	
Kendall

	  	
Peoria


	
Edgar

	  	
Knox

	  	
Perry


	
Edwards

	  	
Lake

	  	
Piatt


	
Effingham

	  	
La Salle

	  	
Pike


	
Fayette

	  	
Lawrence

	  	
Pope


	
Ford

	  	
Lee

	  	
Pulaski


	
Franklin

	  	
Livingston

	  	
Putnam


	
Fulton

	  	
Logan

	  	
Randolph


	
Gallatin

	  	
McDonough

	  	
Richland


	
Greene

	  	
McHenry

	  	
Rock Island


	
Grundy

	  	
McLean

	  	
St. Clair


	
Hamilton

	  	
Macon

	  	
Saline


	
Hancock

	  	
Macoupin

	  	
Sangamon


	
Hardin

	  	
Madison

	  	
Schuyler


	
Henderson

	  	
Marion

	  	
Scott


	
Henry

	  	
Marshall

	  	
Shelby


	
Iroquois

	  	
Mason

	  	
Stark


	
Jackson

	  	
Massac

	  	
Stephenson


	
Jasper

	  	
Menard

	  	
Tazewell





 




  





Page 33 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Union

	  	
Washington

	  	
Will


	
Vermilion

	  	
Wayne

	  	
Williamson


	
Wabash

	  	
White

	  	
Winnebago


	
Warren

	  	
Whiteside

	  	
Woodford


	  	  	  	  	  
	  	  	  	  	  
	
INDIANA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adams

	  	
Delaware

	  	
Huntington


	
Allen

	  	
Dubois

	  	
Jackson


	
Bartholomew

	  	
Elkhart

	  	
Jasper


	
Benton

	  	
Fayette

	  	
Jay


	
Blackford

	  	
Floyd

	  	
Jefferson


	
Boone

	  	
Fountain

	  	
Jennings


	
Brown

	  	
Franklin

	  	
Johnson


	
Carroll

	  	
Fulton

	  	
Knox


	
Cass

	  	
Gibson

	  	
Kosciusko


	
Clark

	  	
Grant

	  	
Lagrange


	
Clay

	  	
Greene

	  	
Lake


	
Clinton

	  	
Hamilton

	  	
La Porte


	
Crawford

	  	
Hancock

	  	
Lawrence


	
Daviess

	  	
Harrison

	  	
Madison


	
Dearborn

	  	
Hendricks

	  	
Marion


	
Decatur

	  	
Henry

	  	
Marshall


	
De Kalb

	  	
Howard

	  	
Martin


	  	  	  	  	  



 




  





Page 34 of 71











  






	  	  	  	  	  
	
Miami

	  	
Pulaski

	  	
Tipton


	
Monroe

	  	
Putnam

	  	
Union


	
Montgomery

	  	
Randolph

	  	
Vanderburgh


	
Morgan

	  	
Ripley

	  	
Vermillion


	
Newton

	  	
Rush

	  	
Vigo


	
Noble

	  	
St. Joseph

	  	
Wabash


	
Ohio

	  	
Scott

	  	
Warren


	
Orange

	  	
Shelby

	  	
Warrick


	
Owen

	  	
Spencer

	  	
Washington


	
Parke

	  	
Starke

	  	
Wayne


	
Perry

	  	
Steuben

	  	
Wells


	
Pike

	  	
Sullivan

	  	
White


	
Porter

	  	
Switzerland

	  	
Whitley


	
Posey

	  	
Tippecanoe

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
KANSAS

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Allen

	  	
Butler

	  	
Cloud


	
Anderson

	  	
Chase

	  	
Coffey


	
Atchison

	  	
Chautauqua

	  	
Comanche


	
Barber

	  	
Cherokee

	  	
Cowley


	
Barton

	  	
Cheyenne

	  	
Crawford


	
Bourbon

	  	
Clark

	  	
Decatur


	
Brown

	  	
Clay

	  	
Dickinson





 




  





Page 35 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Doniphan

	  	
Kearny

	  	
Ottawa


	
Douglas

	  	
Kingman

	  	
Pawnee


	
Edwards

	  	
Kiowa

	  	
Phillips


	
Elk

	  	
Labette

	  	
Pottawatomie


	
Ellis

	  	
Lane

	  	
Pratt


	
Ellsworth

	  	
Leavenworth

	  	
Rawlins


	
Finney

	  	
Lincoln

	  	
Reno


	
Ford

	  	
Linn

	  	
Republic


	
Franklin

	  	
Logan

	  	
Rice


	
Geary

	  	
Lyon

	  	
Riley


	
Gove

	  	
McPherson

	  	
Rooks


	
Graham

	  	
Marion

	  	
Rush


	
Grant

	  	
Marshall

	  	
Russell


	
Gray

	  	
Meade

	  	
Saline


	
Greeley

	  	
Miami

	  	
Scott


	
Greenwood

	  	
Mitchell

	  	
Sedgwick


	
Hamilton

	  	
Montgomery

	  	
Seward


	
Harper

	  	
Morris

	  	
Shawnee


	
Harvey

	  	
Morton

	  	
Sheridan


	
Haskell

	  	
Nemaha

	  	
Sherman


	
Hodgeman

	  	
Neosho

	  	
Smith


	
Jackson

	  	
Ness

	  	
Stafford


	
Jefferson

	  	
Norton

	  	
Stanton


	
Jewell

	  	
Osage

	  	
Stevens


	
Johnson

	  	
Osborne

	  	
Sumner





 




  





Page 36 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Thomas

	  	
Wallace

	  	
Wilson


	
Trego

	  	
Washington

	  	
Woodson


	
Wabaunsee

	  	
Wichita

	  	
Wyandotte


	  	  	  	  	  
	  	  	  	  	  
	
KENTUCKY

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adair

	  	
Campbell

	  	
Franklin


	
Allen

	  	
Carlisle

	  	
Fulton


	
Anderson

	  	
Carroll

	  	
Gallatin


	
Ballard

	  	
Carter

	  	
Garrard


	
Barren

	  	
Casey

	  	
Grant


	
Bath

	  	
Christian

	  	
Graves


	
Bell

	  	
Clark

	  	
Grayson


	
Boone

	  	
Clay

	  	
Green


	
Bourbon

	  	
Clinton

	  	
Greenup


	
Boyd

	  	
Crittenden

	  	
Hancock


	
Boyle

	  	
Cumberland

	  	
Hardin


	
Bracken

	  	
Daviess

	  	
Harlan


	
Breathitt

	  	
Edmonson

	  	
Harrison


	
Breckinridge

	  	
Elliott

	  	
Hart


	
Bullitt

	  	
Estill

	  	
Henderson


	
Butler

	  	
Fayette

	  	
Henry


	
Caldwell

	  	
Fleming

	  	
Hickman


	
Calloway

	  	
Floyd

	  	
Hopkins





 




  





Page 37 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Jackson

	  	
Magoffin

	  	
Powell


	
Jefferson

	  	
Marion

	  	
Pulaski


	
Jessamine

	  	
Marshall

	  	
Robertson


	
Johnson

	  	
Martin

	  	
Rockcastle


	
Kenton

	  	
Mason

	  	
Rowan


	
Knott

	  	
Meade

	  	
Russell


	
Knox

	  	
Menifee

	  	
Scott


	
Larue

	  	
Mercer

	  	
Shelby


	
Laurel

	  	
Metcalfe

	  	
Simpson


	
Lawrence

	  	
Monroe

	  	
Spencer


	
Lee

	  	
Montgomery

	  	
Taylor


	
Leslie

	  	
Morgan

	  	
Todd


	
Letcher

	  	
Muhlenberg

	  	
Trigg


	
Lewis

	  	
Nelson

	  	
Trimble


	
Lincoln

	  	
Nicholas

	  	
Union


	
Livingston

	  	
Ohio

	  	
Warren


	
Logan

	  	
Oldham

	  	
Washington


	
Lyon

	  	
Owen

	  	
Wayne


	
McCracken

	  	
Owsley

	  	
Webster


	
McCreary

	  	
Pendleton

	  	
Whitley


	
McLean

	  	
Perry

	  	
Wolfe


	
Madison

	  	
Pike

	  	
Woodford


	  	  	  	  	  
	  	  	  	  	  
	
LOUISIANA

	  	  	  	  



 




  





Page 38 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Acadia

	  	
Iberia

	  	
St. Charles


	
Allen

	  	
Iberville

	  	
St. Helena


	
Ascension

	  	
Jackson

	  	
St. James


	
Assumption

	  	
Jefferson

	  	
St. John the Baptist


	
Avoyelles

	  	
Jefferson Davis

	  	
St. Landry


	
Beauregard

	  	
Lafayette

	  	
St. Martin


	
Bienville

	  	
Lafourche

	  	
St. Mary


	
Bossier

	  	
La Salle

	  	
St. Tammany


	
Caddo

	  	
Lincoln

	  	
Tangipahoa


	
Calcasieu

	  	
Livingston

	  	
Tensas


	
Caldwell

	  	
Madison

	  	
Terrebonne


	
Cameron

	  	
Morehouse

	  	
Union


	
Catahoula

	  	
Natchitoches

	  	
Vermilion


	
Claiborne

	  	
Orleans

	  	
Vernon


	
Concordia

	  	
Ouachita

	  	
Washington


	
De Soto

	  	
Plaquemines

	  	
Webster


	
East Baton Rouge

	  	
Pointe Coupee

	  	
West Baton Rouge


	
East Carroll

	  	
Rapides

	  	
West Carroll


	
East Feliciana

	  	
Red River

	  	
West Feliciana


	
Evangeline

	  	
Richland

	  	
Winn


	
Franklin

	  	
Sabine

	  	  
	
Grant

	  	
St. Bernard

	  	  



 




  





Page 39 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
MASSACHUSETTS

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Barnstable

	  	
Franklin

	  	
Norfolk


	
Berkshire

	  	
Hampden

	  	
Plymouth


	
Bristol

	  	
Hampshire

	  	
Suffolk


	
Dukes

	  	
Middlesex

	  	
Worcester


	
Essex

	  	
Nantucket

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
MARYLAND

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Allegany

	  	
Dorchester

	  	
Queen Anne's


	
Anne Arundel

	  	
Frederick

	  	
St. Mary's


	
Baltimore

	  	
Garrett

	  	
Somerset


	
Calvert

	  	
Harford

	  	
Talbot


	
Caroline

	  	
Howard

	  	
Washington


	
Carroll

	  	
Kent

	  	
Wicomico


	
Cecil

	  	
Montgomery

	  	
Worcester


	
Charles

	  	
Prince George's

	  	
Baltimore City


	  	  	  	  	  
	  	  	  	  	  
	
MAINE

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Androscoggin

	  	
Cumberland

	  	
Hancock


	
Aroostook

	  	
Franklin

	  	
Kennebec





 




  





Page 40 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Knox

	  	
Piscataquis

	  	
Washington


	
Lincoln

	  	
Sagadahoc

	  	
York


	
Oxford

	  	
Somerset

	  	  
	
Penobscot

	  	
Waldo

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
MICHIGAN

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Alcona

	  	
Clare

	  	
Iosco


	
Alger

	  	
Clinton

	  	
Iron


	
Allegan

	  	
Crawford

	  	
Isabella


	
Alpena

	  	
Delta

	  	
Jackson


	
Antrim

	  	
Dickinson

	  	
Kalamazoo


	
Arenac

	  	
Eaton

	  	
Kalkaska


	
Baraga

	  	
Emmet

	  	
Kent


	
Barry

	  	
Genesee

	  	
Keweenaw


	
Bay

	  	
Gladwin

	  	
Lake


	
Benzie

	  	
Gogebic

	  	
Lapeer


	
Berrien

	  	
Grand Traverse

	  	
Leelanau


	
Branch

	  	
Gratiot

	  	
Lenawee


	
Calhoun

	  	
Hillsdale

	  	
Livingston


	
Cass

	  	
Houghton

	  	
Luce


	
Charlevoix

	  	
Huron

	  	
Mackinac


	
Cheboygan

	  	
Ingham

	  	
Macomb


	
Chippewa

	  	
Ionia

	  	
Manistee





 




  





Page 41 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Marquette

	  	
Oakland

	  	
St. Clair


	
Mason

	  	
Oceana

	  	
St. Joseph


	
Mecosta

	  	
Ogemaw

	  	
Sanilac


	
Menominee

	  	
Ontonagon

	  	
Schoolcraft


	
Midland

	  	
Osceola

	  	
Shiawassee


	
Missaukee

	  	
Oscoda

	  	
Tuscola


	
Monroe

	  	
Otsego

	  	
Van Buren


	
Montcalm

	  	
Ottawa

	  	
Washtenaw


	
Montmorency

	  	
Presque Isle

	  	
Wayne


	
Muskegon

	  	
Roscommon

	  	
Wexford


	
Newaygo

	  	
Saginaw

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
MINNESOTA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Aitkin

	  	
Cass

	  	
Douglas


	
Anoka

	  	
Chippewa

	  	
Faribault


	
Becker

	  	
Chisago

	  	
Fillmore


	
Beltrami

	  	
Clay

	  	
Freeborn


	
Benton

	  	
Clearwater

	  	
Goodhue


	
Big Stone

	  	
Cook

	  	
Grant


	
Blue Earth

	  	
Cottonwood

	  	
Hennepin


	
Brown

	  	
Crow Wing

	  	
Houston


	
Carlton

	  	
Dakota

	  	
Hubbard


	
Carver

	  	
Dodge

	  	
Isanti





 




  





Page 42 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Itasca

	  	
Mower

	  	
St. Louis


	
Jackson

	  	
Murray

	  	
Scott


	
Kanabec

	  	
Nicollet

	  	
Sherburne


	
Kandiyohi

	  	
Nobles

	  	
Sibley


	
Kittson

	  	
Norman

	  	
Stearns


	
Koochiching

	  	
Olmsted

	  	
Steele


	
Lac qui Parle

	  	
Otter Tail

	  	
Stevens


	
Lake

	  	
Pennington

	  	
Swift


	
Lake of the Woods

	  	
Pine

	  	
Todd


	
Le Sueur

	  	
Pipestone

	  	
Traverse


	
Lincoln

	  	
Polk

	  	
Wabasha


	
Lyon

	  	
Pope

	  	
Wadena


	
McLeod

	  	
Ramsey

	  	
Waseca


	
Mahnomen

	  	
Red Lake

	  	
Washington


	
Marshall

	  	
Redwood

	  	
Watonwan


	
Martin

	  	
Renville

	  	
Wilkin


	
Meeker

	  	
Rice

	  	
Winona


	
Mille Lacs

	  	
Rock

	  	
Wright


	
Morrison

	  	
Roseau

	  	
Yellow Medicine


	  	  	  	  	  
	  	  	  	  	  
	
MISSOURI

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adair

	  	
Atchison

	  	
Barry


	
Andrew

	  	
Audrain

	  	
Barton





 




  





Page 43 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Bates

	  	
De Kalb

	  	
Lincoln


	
Benton

	  	
Dent

	  	
Linn


	
Bollinger

	  	
Douglas

	  	
Livingston


	
Boone

	  	
Dunklin

	  	
McDonald


	
Buchanan

	  	
Franklin

	  	
Macon


	
Butler

	  	
Gasconade

	  	
Madison


	
Caldwell

	  	
Gentry

	  	
Maries


	
Callaway

	  	
Greene

	  	
Marion


	
Camden

	  	
Grundy

	  	
Mercer


	
Cape Girardeau

	  	
Harrison

	  	
Miller


	
Carroll

	  	
Henry

	  	
Mississippi


	
Carter

	  	
Hickory

	  	
Moniteau


	
Cass

	  	
Holt

	  	
Monroe


	
Cedar

	  	
Howard

	  	
Montgomery


	
Chariton

	  	
Howell

	  	
Morgan


	
Christian

	  	
Iron

	  	
New Madrid


	
Clark

	  	
Jackson

	  	
Newton


	
Clay

	  	
Jasper

	  	
Nodaway


	
Clinton

	  	
Jefferson

	  	
Oregon


	
Cole

	  	
Johnson

	  	
Osage


	
Cooper

	  	
Knox

	  	
Ozark


	
Crawford

	  	
Laclede

	  	
Pemiscot


	
Dade

	  	
Lafayette

	  	
Perry


	
Dallas

	  	
Lawrence

	  	
Pettis


	
Daviess

	  	
Lewis

	  	
Phelps





 




  





Page 44 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Pike

	  	
Ste. Genevieve

	  	
Taney


	
Platte

	  	
St. Francois

	  	
Texas


	
Polk

	  	
St. Louis

	  	
Vernon


	
Pulaski

	  	
Saline

	  	
Warren


	
Putnam

	  	
Schuyler

	  	
Washington


	
Ralls

	  	
Scotland

	  	
Wayne


	
Randolph

	  	
Scott

	  	
Webster


	
Ray

	  	
Shannon

	  	
Worth


	
Reynolds

	  	
Shelby

	  	
Wright


	
Ripley

	  	
Stoddard

	  	
St. Louis City


	
St. Charles

	  	
Stone

	  	  
	
St. Clair

	  	
Sullivan

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
MISSISSIPPI

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adams

	  	
Choctaw

	  	
Franklin


	
Alcorn

	  	
Claiborne

	  	
George


	
Amite

	  	
Clarke

	  	
Greene


	
Attala

	  	
Clay

	  	
Grenada


	
Benton

	  	
Coahoma

	  	
Hancock


	
Bolivar

	  	
Copiah

	  	
Harrison


	
Calhoun

	  	
Covington

	  	
Hinds


	
Carroll

	  	
DeSoto

	  	
Holmes


	
Chickasaw

	  	
Forrest

	  	
Humphreys





 




  





Page 45 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Issaquena

	  	
Marshall

	  	
Stone


	
Itawamba

	  	
Monroe

	  	
Sunflower


	
Jackson

	  	
Montgomery

	  	
Tallahatchie


	
Jasper

	  	
Neshoba

	  	
Tate


	
Jefferson

	  	
Newton

	  	
Tippah


	
Jefferson Davis

	  	
Noxubee

	  	
Tishomingo


	
Jones

	  	
Oktibbeha

	  	
Tunica


	
Kemper

	  	
Panola

	  	
Union


	
Lafayette

	  	
Pearl River

	  	
Walthall


	
Lamar

	  	
Perry

	  	
Warren


	
Lauderdale

	  	
Pike

	  	
Washington


	
Lawrence

	  	
Pontotoc

	  	
Wayne


	
Leake

	  	
Prentiss

	  	
Webster


	
Lee

	  	
Quitman

	  	
Wilkinson


	
Leflore

	  	
Rankin

	  	
Winston


	
Lincoln

	  	
Scott

	  	
Yalobusha


	
Lowndes

	  	
Sharkey

	  	
Yazoo


	
Madison

	  	
Simpson

	  	  
	
Marion

	  	
Smith

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
MONTANA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Beaverhead

	  	
Blaine

	  	
Carbon


	
Big Horn

	  	
Broadwater

	  	
Carter





 




  





Page 46 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Cascade

	  	
Lake

	  	
Ravalli


	
Chouteau

	  	
Lewis and Clark

	  	
Richland


	
Custer

	  	
Liberty

	  	
Roosevelt


	
Daniels

	  	
Lincoln

	  	
Rosebud


	
Dawson

	  	
McCone

	  	
Sanders


	
Deer Lodge

	  	
Madison

	  	
Sheridan


	
Fallon

	  	
Meagher

	  	
Silver Bow


	
Fergus

	  	
Mineral

	  	
Stillwater


	
Flathead

	  	
Missoula

	  	
Sweet Grass


	
Gallatin

	  	
Musselshell

	  	
Teton


	
Garfield

	  	
Park

	  	
Toole


	
Glacier

	  	
Petroleum

	  	
Treasure


	
Golden Valley

	  	
Phillips

	  	
Valley


	
Granite

	  	
Pondera

	  	
Wheatland


	
Hill

	  	
Powder River

	  	
Wibaux


	
Jefferson

	  	
Powell

	  	
Yellowstone


	
Judith Basin

	  	
Prairie

	  	
Yellowstone National Park


	  	  	  	  	  
	  	  	  	  	  
	
NORTH CAROLINA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Alamance

	  	
Ashe

	  	
Bladen


	
Alexander

	  	
Avery

	  	
Brunswick


	
Alleghany

	  	
Beaufort

	  	
Buncombe


	
Anson

	  	
Bertie

	  	
Burke





 




  





Page 47 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Cabarrus

	  	
Graham

	  	
Moore


	
Caldwell

	  	
Granville

	  	
Nash


	
Camden

	  	
Greene

	  	
New Hanover


	
Carteret

	  	
Guilford

	  	
Northampton


	
Caswell

	  	
Halifax

	  	
Onslow


	
Catawba

	  	
Harnett

	  	
Orange


	
Chatham

	  	
Haywood

	  	
Pamlico


	
Cherokee

	  	
Henderson

	  	
Pasquotank


	
Chowan

	  	
Hertford

	  	
Pender


	
Clay

	  	
Hoke

	  	
Perquimans


	
Cleveland

	  	
Hyde

	  	
Person


	
Columbus

	  	
Iredell

	  	
Pitt


	
Craven

	  	
Jackson

	  	
Polk


	
Cumberland

	  	
Johnston

	  	
Randolph


	
Currituck

	  	
Jones

	  	
Richmond


	
Dare

	  	
Lee

	  	
Robeson


	
Davidson

	  	
Lenoir

	  	
Rockingham


	
Davie

	  	
Lincoln

	  	
Rowan


	
Duplin

	  	
McDowell

	  	
Rutherford


	
Durham

	  	
Macon

	  	
Sampson


	
Edgecombe

	  	
Madison

	  	
Scotland


	
Forsyth

	  	
Martin

	  	
Stanly


	
Franklin

	  	
Mecklenburg

	  	
Stokes


	
Gaston

	  	
Mitchell

	  	
Surry


	
Gates

	  	
Montgomery

	  	
Swain





 




  





Page 48 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Transylvania

	  	
Warren

	  	
Wilson


	
Tyrrell

	  	
Washington

	  	
Yadkin


	
Union

	  	
Watauga

	  	
Yancey


	
Vance

	  	
Wayne

	  	  
	
Wake

	  	
Wilkes

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
NORTH DAKOTA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adams

	  	
Golden Valley

	  	
Oliver


	
Barnes

	  	
Grand Forks

	  	
Pembina


	
Benson

	  	
Grant

	  	
Pierce


	
Billings

	  	
Griggs

	  	
Ramsey


	
Bottineau

	  	
Hettinger

	  	
Ransom


	
Bowman

	  	
Kidder

	  	
Renville


	
Burke

	  	
La Moure

	  	
Richland


	
Burleigh

	  	
Logan

	  	
Rolette


	
Cass

	  	
McHenry

	  	
Sargent


	
Cavalier

	  	
McIntosh

	  	
Sheridan


	
Dickey

	  	
McKenzie

	  	
Sioux


	
Divide

	  	
McLean

	  	
Slope


	
Dunn

	  	
Mercer

	  	
Stark


	
Eddy

	  	
Morton

	  	
Steele


	
Emmons

	  	
Mountrail

	  	
Stutsman


	
Foster

	  	
Nelson

	  	
Towner





 




  





Page 49 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Traill

	  	
Ward

	  	
Williams


	
Walsh

	  	
Wells

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
NEBRASKA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adams

	  	
Cuming

	  	
Greeley


	
Antelope

	  	
Custer

	  	
Hall


	
Arthur

	  	
Dakota

	  	
Hamilton


	
Banner

	  	
Dawes

	  	
Harlan


	
Blaine

	  	
Dawson

	  	
Hayes


	
Boone

	  	
Deuel

	  	
Hitchcock


	
Box Butte

	  	
Dixon

	  	
Holt


	
Boyd

	  	
Dodge

	  	
Hooker


	
Brown

	  	
Douglas

	  	
Howard


	
Buffalo

	  	
Dundy

	  	
Jefferson


	
Burt

	  	
Fillmore

	  	
Johnson


	
Butler

	  	
Franklin

	  	
Kearney


	
Cass

	  	
Frontier

	  	
Keith


	
Cedar

	  	
Furnas

	  	
Keya Paha


	
Chase

	  	
Gage

	  	
Kimball


	
Cherry

	  	
Garden

	  	
Knox


	
Cheyenne

	  	
Garfield

	  	
Lancaster


	
Clay

	  	
Gosper

	  	
Lincoln


	
Colfax

	  	
Grant

	  	
Logan





 




  





Page 50 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Loup

	  	
Pierce

	  	
Sherman


	
McPherson

	  	
Platte

	  	
Sioux


	
Madison

	  	
Polk

	  	
Stanton


	
Merrick

	  	
Red Willow

	  	
Thayer


	
Morrill

	  	
Richardson

	  	
Thomas


	
Nance

	  	
Rock

	  	
Thurston


	
Nemaha

	  	
Saline

	  	
Valley


	
Nuckolls

	  	
Sarpy

	  	
Washington


	
Otoe

	  	
Saunders

	  	
Wayne


	
Pawnee

	  	
Scotts Bluff

	  	
Webster


	
Perkins

	  	
Seward

	  	
Wheeler


	
Phelps

	  	
Sheridan

	  	
York


	  	  	  	  	  
	  	  	  	  	  
	
NEW HAMPSHIRE

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Belknap

	  	
Grafton

	  	
Strafford


	
Carroll

	  	
Hillsborough

	  	
 Sullivan


	
Cheshire

	  	
Merrimack

	  	  
	
Coos

	  	
Rockingham

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
NEW JERSEY

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Atlantic

	  	
Bergen

	  	
Burlington





 




  





Page 51 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Camden

	  	
Hunterdon

	  	
Passaic


	
Cape May

	  	
Mercer

	  	
Salem


	
Cumberland

	  	
Middlesex

	  	
Somerset


	
Essex

	  	
Monmouth

	  	
Sussex


	
Gloucester

	  	
Morris

	  	
Union


	
Hudson

	  	
Ocean

	  	
Warren


	  	  	  	  	  
	  	  	  	  	  
	
NEW MEXICO

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Bernalillo

	  	
Harding

	  	
Roosevelt


	
Catron

	  	
Hidalgo

	  	
Sandoval


	
Chaves

	  	
Lea

	  	
San Juan


	
Cibola

	  	
Lincoln

	  	
San Miguel


	
Colfax

	  	
Los Alamos

	  	
Santa Fe


	
Curry

	  	
Luna

	  	
Sierra


	
De Baca

	  	
McKinley

	  	
Socorro


	
Dona Ana

	  	
Mora

	  	
Taos


	
Eddy

	  	
Otero

	  	
Torrance


	
Grant

	  	
Quay

	  	
Union


	
Guadalupe

	  	
Rio Arriba

	  	
Valencia


	  	  	  	  	  
	  	  	  	  	  
	
NEVADA

	  	  	  	  



 




  





Page 52 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Churchill

	  	
Humboldt

	  	
Pershing


	
Clark

	  	
Lander

	  	
Storey


	
Douglas

	  	
Lincoln

	  	
Washoe


	
Elko

	  	
Lyon

	  	
White Pine


	
Esmeralda

	  	
Mineral

	  	
Carson City


	
Eureka

	  	
Nye

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
NEW YORK

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Albany

	  	
Essex

	  	
New York


	
Allegany

	  	
Franklin

	  	
Niagara


	
Bronx

	  	
Fulton

	  	
Oneida


	
Broome

	  	
Genesee

	  	
Onondaga


	
Cattaraugus

	  	
Greene

	  	
Ontario


	
Cayuga

	  	
Hamilton

	  	
Orange


	
Chautauqua

	  	
Herkimer

	  	
Orleans


	
Chemung

	  	
Jefferson

	  	
Oswego


	
Chenango

	  	
Kings

	  	
Otsego


	
Clinton

	  	
Lewis

	  	
Putnam


	
Columbia

	  	
Livingston

	  	
Queens


	
Cortland

	  	
Madison

	  	
Rensselaer


	
Delaware

	  	
Monroe

	  	
Richmond


	
Dutchess

	  	
Montgomery

	  	
Rockland


	
Erie

	  	
Nassau

	  	
St. Lawrence





 




  





Page 53 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Saratoga

	  	
Suffolk

	  	
Washington


	
Schenectady

	  	
Sullivan

	  	
Wayne


	
Schoharie

	  	
Tioga

	  	
Westchester


	
Schuyler

	  	
Tompkins

	  	
Wyoming


	
Seneca

	  	
Ulster

	  	
Yates


	
Steuben

	  	
Warren

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
OHIO

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adams

	  	
Columbiana

	  	
Greene


	
Allen

	  	
Coshocton

	  	
Guernsey


	
Ashland

	  	
Crawford

	  	
Hamilton


	
Ashtabula

	  	
Cuyahoga

	  	
Hancock


	
Athens

	  	
Darke

	  	
Hardin


	
Auglaize

	  	
Defiance

	  	
Harrison


	
Belmont

	  	
Delaware

	  	
Henry


	
Brown

	  	
Erie

	  	
Highland


	
Butler

	  	
Fairfield

	  	
Hocking


	
Carroll

	  	
Fayette

	  	
Holmes


	
Champaign

	  	
Franklin

	  	
Huron


	
Clark

	  	
Fulton

	  	
Jackson


	
Clermont

	  	
Gallia

	  	
Jefferson


	
Clinton

	  	
Geauga

	  	
Knox





 




  





Page 54 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Lake

	  	
Morrow

	  	
Shelby


	
Lawrence

	  	
Muskingum

	  	
Stark


	
Licking

	  	
Noble

	  	
Summit


	
Logan

	  	
Ottawa

	  	
Trumbull


	
Lorain

	  	
Paulding

	  	
Tuscarawas


	
Lucas

	  	
Perry

	  	
Union


	
Madison

	  	
Pickaway

	  	
Van Wert


	
Mahoning

	  	
Pike

	  	
Vinton


	
Marion

	  	
Portage

	  	
Warren


	
Medina

	  	
Preble

	  	
Washington


	
Meigs

	  	
Putnam

	  	
Wayne


	
Mercer

	  	
Richland

	  	
Williams


	
Miami

	  	
Ross

	  	
Wood


	
Monroe

	  	
Sandusky

	  	
Wyandot


	
Montgomery

	  	
Scioto

	  	  
	
Morgan

	  	
Seneca

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
OKLAHOMA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adair

	  	
Blaine

	  	
Cherokee


	
Alfalfa

	  	
Bryan

	  	
Choctaw


	
Atoka

	  	
Caddo

	  	
Cimarron


	
Beaver

	  	
Canadian

	  	
Cleveland


	
Beckham

	  	
Carter

	  	
Coal





 




  





Page 55 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Comanche

	  	
Kingfisher

	  	
Ottawa


	
Cotton

	  	
Kiowa

	  	
Pawnee


	
Craig

	  	
Latimer

	  	
Payne


	
Creek

	  	
Le Flore

	  	
Pittsburg


	
Custer

	  	
Lincoln

	  	
Pontotoc


	
Delaware

	  	
Logan

	  	
Pottawatomie


	
Dewey

	  	
Love

	  	
Pushmataha


	
Ellis

	  	
McClain

	  	
Roger Mills


	
Garfield

	  	
McCurtain

	  	
Rogers


	
Garvin

	  	
McIntosh

	  	
Seminole


	
Grady

	  	
Major

	  	
Sequoyah


	
Grant

	  	
Marshall

	  	
Stephens


	
Greer

	  	
Mayes

	  	
Texas


	
Harmon

	  	
Murray

	  	
Tillman


	
Harper

	  	
Muskogee

	  	
Tulsa


	
Haskell

	  	
Noble

	  	
Wagoner


	
Hughes

	  	
Nowata

	  	
Washington


	
Jackson

	  	
Okfuskee

	  	
Washita


	
Jefferson

	  	
Oklahoma

	  	
Woods


	
Johnston

	  	
Okmulgee

	  	
Woodward


	
Kay

	  	
Osage

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
OREGON

	  	  	  	  



 




  





Page 56 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Baker

	  	
Harney

	  	
Morrow


	
Benton

	  	
Hood River

	  	
Multnomah


	
Clackamas

	  	
Jackson

	  	
Polk


	
Clatsop

	  	
Jefferson

	  	
Sherman


	
Columbia

	  	
Josephine

	  	
Tillamook


	
Coos

	  	
Klamath

	  	
Umatilla


	
Crook

	  	
Lake

	  	
Union


	
Curry

	  	
Lane

	  	
Wallowa


	
Deschutes

	  	
Lincoln

	  	
Wasco


	
Douglas

	  	
Linn

	  	
Washington


	
Gilliam

	  	
Malheur

	  	
Wheeler


	
Grant

	  	
Marion

	  	
Yamhill


	  	  	  	  	  
	  	  	  	  	  
	
PENNSYLVANIA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adams

	  	
Butler

	  	
Columbia


	
Allegheny

	  	
Cambria

	  	
Crawford


	
Armstrong

	  	
Cameron

	  	
Cumberland


	
Beaver

	  	
Carbon

	  	
Dauphin


	
Bedford

	  	
Centre

	  	
Delaware


	
Berks

	  	
Chester

	  	
Elk


	
Blair

	  	
Clarion

	  	
Erie


	
Bradford

	  	
Clearfield

	  	
Fayette


	
Bucks

	  	
Clinton

	  	
Forest





 




  





Page 57 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Franklin

	  	
McKean

	  	
Somerset


	
Fulton

	  	
Mercer

	  	
Sullivan


	
Greene

	  	
Mifflin

	  	
Susquehanna


	
Huntingdon

	  	
Monroe

	  	
Tioga


	
Indiana

	  	
Montgomery

	  	
Union


	
Jefferson

	  	
Montour

	  	
Venango


	
Juniata

	  	
Northampton

	  	
Warren


	
Lackawanna

	  	
Northumberland

	  	
Washington


	
Lancaster

	  	
Perry

	  	
Wayne


	
Lawrence

	  	
Philadelphia

	  	
Westmoreland


	
Lebanon

	  	
Pike

	  	
Wyoming


	
Lehigh

	  	
Potter

	  	
York


	
Luzerne

	  	
Schuylkill

	  	  
	
Lycoming

	  	
Snyder

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
RHODE ISLAND

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Bristol

	  	
Newport

	  	
Washington


	
Kent

	  	
Providence

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
SOUTH CAROLINA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Abbeville

	  	
Aiken

	  	
Allendale





 




  





Page 58 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Anderson

	  	
Edgefield

	  	
Marion


	
Bamberg

	  	
Fairfield

	  	
Marlboro


	
Barnwell

	  	
Florence

	  	
Newberry


	
Beaufort

	  	
Georgetown

	  	
Oconee


	
Berkeley

	  	
Greenville

	  	
Orangeburg


	
Calhoun

	  	
Greenwood

	  	
Pickens


	
Charleston

	  	
Hampton

	  	
Richland


	
Cherokee

	  	
Horry

	  	
Saluda


	
Chester

	  	
Jasper

	  	
Spartanburg


	
Chesterfield

	  	
Kershaw

	  	
Sumter


	
Clarendon

	  	
Lancaster

	  	
Union


	
Colleton

	  	
Laurens

	  	
Williamsburg


	
Darlington

	  	
Lee

	  	
York


	
Dillon

	  	
Lexington

	  	  
	
Dorchester

	  	
McCormick

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
SOUTH DAKOTA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Aurora

	  	
Brule

	  	
Clay


	
Beadle

	  	
Buffalo

	  	
Codington


	
Bennett

	  	
Butte

	  	
Corson


	
Bon Homme

	  	
Campbell

	  	
Custer


	
Brookings

	  	
Charles Mix

	  	
Davison


	
Brown

	  	
Clark

	  	
Day





 




  





Page 59 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Deuel

	  	
Jackson

	  	
Pennington


	
Dewey

	  	
Jerauld

	  	
Perkins


	
Douglas

	  	
Jones

	  	
Potter


	
Edmunds

	  	
Kingsbury

	  	
Roberts


	
Fall River

	  	
Lake

	  	
Sanborn


	
Faulk

	  	
Lawrence

	  	
Shannon


	
Grant

	  	
Lincoln

	  	
Spink


	
Gregory

	  	
Lyman

	  	
Stanley


	
Haakon

	  	
McCook

	  	
Sully


	
Hamlin

	  	
McPherson

	  	
Todd


	
Hand

	  	
Marshall

	  	
Tripp


	
Hanson

	  	
Meade

	  	
Turner


	
Harding

	  	
Mellette

	  	
Union


	
Hughes

	  	
Miner

	  	
Walworth


	
Hutchinson

	  	
Minnehaha

	  	
Yankton


	
Hyde

	  	
Moody

	  	
Ziebach


	  	  	  	  	  
	  	  	  	  	  
	
TENNESSEE

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Anderson

	  	
Bradley

	  	
Cheatham


	
Bedford

	  	
Campbell

	  	
Chester


	
Benton

	  	
Cannon

	  	
Claiborne


	
Bledsoe

	  	
Carroll

	  	
Clay


	
Blount

	  	
Carter

	  	
Cocke





 




  





Page 60 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Coffee

	  	
Hickman

	  	
Obion


	
Crockett

	  	
Houston

	  	
Overton


	
Cumberland

	  	
Humphreys

	  	
Perry


	
Davidson

	  	
Jackson

	  	
Pickett


	
Decatur

	  	
Jefferson

	  	
Polk


	
DeKalb

	  	
Johnson

	  	
Putnam


	
Dickson

	  	
Knox

	  	
Rhea


	
Dyer

	  	
Lake

	  	
Roane


	
Fayette

	  	
Lauderdale

	  	
Robertson


	
Fentress

	  	
Lawrence

	  	
Rutherford


	
Franklin

	  	
Lewis

	  	
Scott


	
Gibson

	  	
Lincoln

	  	
Sequatchie


	
Giles

	  	
Loudon

	  	
Sevier


	
Grainger

	  	
McMinn

	  	
Shelby


	
Greene

	  	
McNairy

	  	
Smith


	
Grundy

	  	
Macon

	  	
Stewart


	
Hamblen

	  	
Madison

	  	
Sullivan


	
Hamilton

	  	
Marion

	  	
Sumner


	
Hancock

	  	
Marshall

	  	
Tipton


	
Hardeman

	  	
Maury

	  	
Trousdale


	
Hardin

	  	
Meigs

	  	
Unicoi


	
Hawkins

	  	
Monroe

	  	
Union


	
Haywood

	  	
Montgomery

	  	
Van Buren


	
Henderson

	  	
Moore

	  	
Warren


	
Henry

	  	
Morgan

	  	
Washington





 




  





Page 61 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Wayne

	  	
White

	  	
Wilson


	
Weakley

	  	
Williamson

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
TEXAS

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Anderson

	  	
Brazoria

	  	
Clay


	
Andrews

	  	
Brazos

	  	
Cochran


	
Angelina

	  	
Brewster

	  	
Coke


	
Aransas

	  	
Briscoe

	  	
Coleman


	
Archer

	  	
Brooks

	  	
Collin


	
Armstrong

	  	
Brown

	  	
Collingsworth


	
Atascosa

	  	
Burleson

	  	
Colorado


	
Austin

	  	
Burnet

	  	
Comal


	
Bailey

	  	
Caldwell

	  	
Comanche


	
Bandera

	  	
Calhoun

	  	
Concho


	
Bastrop

	  	
Callahan

	  	
Cooke


	
Baylor

	  	
Cameron

	  	
Coryell


	
Bee

	  	
Camp

	  	
Cottle


	
Bell

	  	
Carson

	  	
Crane


	
Bexar

	  	
Cass

	  	
Crockett


	
Blanco

	  	
Castro

	  	
Crosby


	
Borden

	  	
Chambers

	  	
Culberson


	
Bosque

	  	
Cherokee

	  	
Dallam


	
Bowie

	  	
Childress

	  	
Dallas





 




  





Page 62 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Dawson

	  	
Gaines

	  	
Hidalgo


	
Deaf Smith

	  	
Galveston

	  	
Hill


	
Delta

	  	
Garza

	  	
Hockley


	
Denton

	  	
Gillespie

	  	
Hood


	
De Witt

	  	
Glasscock

	  	
Hopkins


	
Dickens

	  	
Goliad

	  	
Houston


	
Dimmit

	  	
Gonzales

	  	
Howard


	
Donley

	  	
Gray

	  	
Hudspeth


	
Duval

	  	
Grayson

	  	
Hunt


	
Eastland

	  	
Gregg

	  	
Hutchinson


	
Ector

	  	
Grimes

	  	
Irion


	
Edwards

	  	
Guadalupe

	  	
Jack


	
Ellis

	  	
Hale

	  	
Jackson


	
El Paso

	  	
Hall

	  	
Jasper


	
Erath

	  	
Hamilton

	  	
Jeff Davis


	
Falls

	  	
Hansford

	  	
Jefferson


	
Fannin

	  	
Hardeman

	  	
Jim Hogg


	
Fayette

	  	
Hardin

	  	
Jim Wells


	
Fisher

	  	
Harris

	  	
Johnson


	
Floyd

	  	
Harrison

	  	
Jones


	
Foard

	  	
Hartley

	  	
Karnes


	
Fort Bend

	  	
Haskell

	  	
Kaufman


	
Franklin

	  	
Hays

	  	
Kendall


	
Freestone

	  	
Hemphill

	  	
Kenedy


	
Frio

	  	
Henderson

	  	
Kent





 




  





Page 63 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Kerr

	  	
Marion

	  	
Panola


	
Kimble

	  	
Martin

	  	
Parker


	
King

	  	
Mason

	  	
Parmer


	
Kinney

	  	
Matagorda

	  	
Pecos


	
Kleberg

	  	
Maverick

	  	
Polk


	
Knox

	  	
Medina

	  	
Potter


	
Lamar

	  	
Menard

	  	
Presidio


	
Lamb

	  	
Midland

	  	
Rains


	
Lampasas

	  	
Milam

	  	
Randall


	
La Salle

	  	
Mills

	  	
Reagan


	
Lavaca

	  	
Mitchell

	  	
Real


	
Lee

	  	
Montague

	  	
Red River


	
Leon

	  	
Montgomery

	  	
Reeves


	
Liberty

	  	
Moore

	  	
Refugio


	
Limestone

	  	
Morris

	  	
Roberts


	
Lipscomb

	  	
Motley

	  	
Robertson


	
Live Oak

	  	
Nacogdoches

	  	
Rockwall


	
Llano

	  	
Navarro

	  	
Runnels


	
Loving

	  	
Newton

	  	
Rusk


	
Lubbock

	  	
Nolan

	  	
Sabine


	
Lynn

	  	
Nueces

	  	
San Augustine


	
McCulloch

	  	
Ochiltree

	  	
San Jacinto


	
McLennan

	  	
Oldham

	  	
San Patricio


	
McMullen

	  	
Orange

	  	
San Saba


	
Madison

	  	
Palo Pinto

	  	
Schleicher





 




  





Page 64 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Scurry

	  	
Throckmorton

	  	
Webb


	
Shackelford

	  	
Titus

	  	
Wharton


	
Shelby

	  	
Tom Green

	  	
Wheeler


	
Sherman

	  	
Travis

	  	
Wichita


	
Smith

	  	
Trinity

	  	
Wilbarger


	
Somervell

	  	
Tyler

	  	
Willacy


	
Starr

	  	
Upshur

	  	
Williamson


	
Stephens

	  	
Upton

	  	
Wilson


	
Sterling

	  	
Uvalde

	  	
Winkler


	
Stonewall

	  	
Val Verde

	  	
Wise


	
Sutton

	  	
Van Zandt

	  	
Wood


	
Swisher

	  	
Victoria

	  	
Yoakum


	
Tarrant

	  	
Walker

	  	
Young


	
Taylor

	  	
Waller

	  	
Zapata


	
Terrell

	  	
Ward

	  	
Zavala


	
Terry

	  	
Washington

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
UTAH

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Beaver

	  	
Davis

	  	
Iron


	
Box Elder

	  	
Duchesne

	  	
Juab


	
Cache

	  	
Emery

	  	
Kane


	
Carbon

	  	
Garfield

	  	
Millard


	
Daggett

	  	
Grand

	  	
Morgan





 




  





Page 65 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Piute

	  	
Sevier

	  	
Wasatch


	
Rich

	  	
Summit

	  	
Washington


	
Salt Lake

	  	
Tooele

	  	
Wayne


	
San Juan

	  	
Uintah

	  	
Weber


	
Sanpete

	  	
Utah

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
VERMONT

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Addison

	  	
Franklin

	  	
Rutland


	
Bennington

	  	
Grand Isle

	  	
Washington


	
Caledonia

	  	
Lamoille

	  	
Windham


	
Chittenden

	  	
Orange

	  	
Windsor


	
Essex

	  	
Orleans

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
VIRGINIA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Accomack

	  	
Bedford

	  	
Charles City


	
Albemarle

	  	
Bland

	  	
Charlotte


	
Alleghany

	  	
Botetourt

	  	
Chesterfield


	
Amelia

	  	
Brunswick

	  	
Clarke


	
Amherst

	  	
Buchanan

	  	
Craig


	
Appomattox

	  	
Buckingham

	  	
Culpeper


	
Arlington

	  	
Campbell

	  	
Cumberland


	
Augusta

	  	
Caroline

	  	
Dickenson


	
Bath

	  	
Carroll

	  	
Dinwiddie





 




  





Page 66 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Essex

	  	
Lancaster

	  	
Pulaski


	
Fairfax

	  	
Lee

	  	
Rappahannock


	
Fauquier

	  	
Loudoun

	  	
Richmond


	
Floyd

	  	
Louisa

	  	
Roanoke


	
Fluvanna

	  	
Lunenburg

	  	
Rockbridge


	
Franklin

	  	
Madison

	  	
Rockingham


	
Frederick

	  	
Mathews

	  	
Russell


	
Giles

	  	
Mecklenburg

	  	
Scott


	
Gloucester

	  	
Middlesex

	  	
Shenandoah


	
Goochland

	  	
Montgomery

	  	
Smyth


	
Grayson

	  	
Nelson

	  	
Southampton


	
Greene

	  	
New Kent

	  	
Spotsylvania


	
Greensville

	  	
Northampton

	  	
Stafford


	
Halifax

	  	
Northumberland

	  	
Surry


	
Hanover

	  	
Nottoway

	  	
Sussex


	
Henrico

	  	
Orange

	  	
Tazewell


	
Henry

	  	
Page

	  	
Warren


	
Highland

	  	
Patrick

	  	
Washington


	
Isle of Wight

	  	
Pittsylvania

	  	
Westmoreland


	
James City

	  	
Powhatan

	  	
Wise


	
King and Queen

	  	
Prince Edward

	  	
Wythe


	
King George

	  	
Prince George

	  	
York


	
King William

	  	
Prince William

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Alexandria

	  	
Bedford

	  	
Bristol





 




  





Page 67 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Buena Vista

	  	
Hampton

	  	
Portsmouth


	
Charlottesville

	  	
Harrisonburg

	  	
Radford


	
Chesapeake

	  	
Hopewell

	  	
Richmond


	
Clifton Forge

	  	
Lexington

	  	
Roanoke


	
Colonial Heights

	  	
Lynchburg

	  	
Salem


	
Covington

	  	
Manassas

	  	
South Boston


	
Danville

	  	
Manassas Park

	  	
Staunton


	
Emporia

	  	
Martinsville

	  	
Suffolk


	
Fairfax

	  	
Newport News

	  	
Virginia Beach


	
Falls Church

	  	
Norfolk

	  	
Waynesboro


	
Franklin

	  	
Norton

	  	
Williamsburg


	
Fredericksburg

	  	
Petersburg

	  	
Winchester


	
Galax

	  	
Poquoson

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
WASHINGTON

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adams

	  	
Douglas

	  	
King


	
Asotin

	  	
Ferry

	  	
Kitsap


	
Benton

	  	
Franklin

	  	
Kittitas


	
Chelan

	  	
Garfield

	  	
Klickitat


	
Clallam

	  	
Grant

	  	
Lewis


	
Clark

	  	
Grays Harbor

	  	
Lincoln


	
Columbia

	  	
Island

	  	
Mason


	
Cowlitz

	  	
Jefferson

	  	
Okanogan





 




  





Page 68 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Pacific

	  	
Skamania

	  	
Wahkiakum


	
Pend Oreille

	  	
Snohomish

	  	
Walla Walla


	
Pierce

	  	
Spokane

	  	
Whatcom


	
San Juan

	  	
Stevens

	  	
Whitman


	
Skagit

	  	
Thurston

	  	
Yakima


	  	  	  	  	  
	  	  	  	  	  
	
WEST VIRGINIA

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Barbour

	  	
Harrison

	  	
Morgan


	
Berkeley

	  	
Jackson

	  	
Nicholas


	
Boone

	  	
Jefferson

	  	
Ohio


	
Braxton

	  	
Kanawha

	  	
Pendleton


	
Brooke

	  	
Lewis

	  	
Pleasants


	
Cabell

	  	
Lincoln

	  	
Pocahontas


	
Calhoun

	  	
Logan

	  	
Preston


	
Clay

	  	
McDowell

	  	
Putnam


	
Doddridge

	  	
Marion

	  	
Raleigh


	
Fayette

	  	
Marshall

	  	
Randolph


	
Gilmer

	  	
Mason

	  	
Ritchie


	
Grant

	  	
Mercer

	  	
Roane


	
Greenbrier

	  	
Mineral

	  	
Summers


	
Hampshire

	  	
Mingo

	  	
Taylor


	
Hancock

	  	
Monongalia

	  	
Tucker


	
Hardy

	  	
Monroe

	  	
Tyler





 




  





Page 69 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Upshur

	  	
Wetzel

	  	
Wyoming


	
Wayne

	  	
Wirt

	  	  
	
Webster

	  	
Wood

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
WISCONSIN

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Adams

	  	
Florence

	  	
Marathon


	
Ashland

	  	
Fond du Lac

	  	
Marinette


	
Barron

	  	
Forest

	  	
Marquette


	
Bayfield

	  	
Grant

	  	
Menominee


	
Brown

	  	
Green

	  	
Milwaukee


	
Buffalo

	  	
Green Lake

	  	
Monroe


	
Burnett

	  	
Iowa

	  	
Oconto


	
Calumet

	  	
Iron

	  	
Oneida


	
Chippewa

	  	
Jackson

	  	
Outagamie


	
Clark

	  	
Jefferson

	  	
Ozaukee


	
Columbia

	  	
Juneau

	  	
Pepin


	
Crawford

	  	
Kenosha

	  	
Pierce


	
Dane

	  	
Kewaunee

	  	
Polk


	
Dodge

	  	
La Crosse

	  	
Portage


	
Door

	  	
Lafayette

	  	
Price


	
Douglas

	  	
Langlade

	  	
Racine


	
Dunn

	  	
Lincoln

	  	
Richland


	
Eau Claire

	  	
Manitowoc

	  	
Rock





 




  





Page 70 of 71











  






	  	  	  	  	  
	  	  	  	  	  
	
Rusk

	  	
Taylor

	  	
Washington


	
St. Croix

	  	
Trempealeau

	  	
Waukesha


	
Sauk

	  	
Vernon

	  	
Waupaca


	
Sawyer

	  	
Vilas

	  	
Waushara


	
Shawano

	  	
Walworth

	  	
Winnebago


	
Sheboygan

	  	
Washburn

	  	
Wood


	  	  	  	  	  
	  	  	  	  	  
	
WYOMING

	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Albany

	  	
Hot Springs

	  	
Sheridan


	
Big Horn

	  	
Johnson

	  	
Sublette


	
Campbell

	  	
Laramie

	  	
Sweetwater


	
Carbon

	  	
Lincoln

	  	
Teton


	
Converse

	  	
Natrona

	  	
Uinta


	
Crook

	  	
Niobrara

	  	
Washakie


	
Fremont

	  	
Park

	  	
Weston


	
Goshen

	  	
Platte

	  	  










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