exv10w4



 








EXHIBIT
10.4




EMPLOYMENT AGREEMENT



This Employment Agreement (“Agreement”) is entered into effective as of January 15, 2007 by and
between The Shaw Group Inc., a Louisiana corporation (collectively with its affiliates and
subsidiaries hereinafter referred to as “Company”), and Ebrahim Fatemizadeh (“Employee”) and
supersedes the Agreement dated July 7, 2005.



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



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



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



2. Term of Employment. Subject to the provisions for earlier termination provided in this
Agreement, the term of this agreement (the “Term”) shall be three (3) years commencing on the date
hereof, and shall be automatically renewed on each day following the date hereof so that on any
given day the unexpired portion of the Term of this Agreement shall be three (3) years.
Notwithstanding the foregoing provision, at any time after the date hereof the Company or Employee
may give written notice to the other party that the Term of this Agreement shall not be further
renewed from and after a subsequent date specified in such notice (the “fixed term date”), in which
event the Term of this Agreement shall become fixed and this Agreement shall terminate on the third
anniversary of the fixed term date.



3. Employee’s Duties. During the Term of this Agreement, Employee shall continue to serve as the
Group President of the Energy and Chemicals Division of the Company or such other similar position,
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”), or the Chief Executive Officer, as the case may be,
provided that such duties are consistent with his usual and customary duties as they pertain to
such position at such time. Any future duties will be consistent with his usual and customary
duties as they pertain to such position at such time.



Employee agrees to devote his full attention and time during normal business hours to the business
and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently
his duties and responsibilities. Employee shall not, either directly or indirectly, enter into any
business or employment with or for any person, firm, association or corporation other than the
Company during the Term of this Agreement; provided, however, that Employee shall not be prohibited
from making financial investments in any other company or business, or from serving on the board of
directors of any other company, or from engaging in civic, philanthropic or community services to
the extent there is no conflict with employment duties. Employee shall at all times observe and
comply with all lawful directions and instructions of the Board.

4. Compensation.



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



b) Employee will participate in Company’s annual bonus plan, with performance bonus of minimum 25%
and potential of 200% of Employee’s Base Compensation, and any Long Term Incentive plan or other
compensation plan or program of the Company generally provided to other executives.



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



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




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



(c) General Benefits. Employee shall be entitled to participate in the various employee benefit
plans or programs provided to the executives of the Company in general, including but not limited
to, health (including ExecuCare), dental, disability, 401K and life insurance plans, subject to the
eligibility requirements with respect to each of such benefit plans or programs, and such other
benefits or perquisites as may be approved by the Board during the Term of this Agreement. Without
limitation of the generality of the foregoing, Employee shall be entitled to participate in any and
all compensation, incentive and benefit plans and programs provided generally to executives and
officers of the Company. Nothing in this paragraph shall be deemed to prohibit the Company from
making any changes in any of the plans, programs or benefits described in this Section 5, provided
the change similarly affects all executive officers of the Company similarly situated.



(d) Long Term Incentive Awards. Upon the resignation for Good Reason as defined in Section 7 (e),
disability as defined in Section 7 (c), discharge as defined in Section 7 (d) (i), Employee shall
be considered as immediately and totally vested in any and all stock options, restricted stock ,
retention program, or other similar awards (such options or similar awards are hereinafter
collectively referred to as “Long Term Incentives”) previously made to Employee by the Company or
its subsidiaries under a Long Term Incentive Plan duly adopted by the Board. In the event any
options become vested under this paragraph, employee will be allowed not less than one year from
the date of such vesting in which to exercise such options.



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



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



Upon termination of employment of Employee, for whatever reason, Employee 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 which contain any confidential, secret or
proprietary information of the Company.



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



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



Death. If Employee’s employment is terminated due to his death, any benefit payable pursuant to the
Company’s benefit plans will be paid to Employee’s surviving spouse or estate, and three (3) years
of paid group health and dental insurance benefits shall be provided by the Company to Employee’s
surviving spouse and the minor children, and after said payments and provision of insurance
benefits, this Agreement shall terminate and the Company shall have no obligations to Employee or
his legal representatives with respect to this Agreement other than the payment of any unpaid Base
Compensation, the pro-rata portion of any bonus, incentive payment or deferred compensation accrued
but unpaid as of the date of death and any other vested compensation or benefits, including any
vested Long Term Incentive (which must be exercised pursuant to any plans governing such award)
previously accrued hereunder.



Disability. If Employee shall have been absent from the full-time performance of Employee’s duties
with the Company for ninety (90) consecutive calendar days as a result of Employee’s incapacity due
to physical or mental illness, Employee’s employment may be terminated by the Company for
“Disability” and Employee shall not be entitled to further compensation pursuant to this Agreement,
except that Employee shall (1) be paid monthly (but only for up to a twelve (12) month period
beginning with the Date of Termination) the amount by which Employee’s monthly Base Compensation
exceeds the monthly benefit received by Employee pursuant to any disability insurance covering
Employee; (2) continue to receive paid group health and dental insurance benefits for Employee and
his dependents for a two (2) year period beginning with Date of Termination; and (3) be considered
as immediately and totally vested in any and all Long Term Incentive Awards previously granted to
Employee by Company or its subsidiaries; and (4) shall be entitled to receive the pro-rata portion
of any bonus, incentive payment or deferred compensation accrued but unpaid as of the date of
disability.



(d) Discharge.



(i) The Company may terminate Employee’s employment for any reason at any time upon written notice
thereof delivered to Employee in accordance with Section 11 hereof. In the event that Employee’s
employment is terminated during the Term by the Company for any reason other than his Misconduct or
Disability (both as defined below), then (A) the Company shall pay in lump




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sum in cash to Employee, within fifteen (15) days following the date of termination, an amount
equal to the product of (i) Employee’s Base Compensation as in effect immediately prior to
Employee’s termination, multiplied by (ii) the Remaining Term( defined to be 3 years), (B) for the
Remaining Term, the Company, at its cost, shall provide or arrange to provide Employee (and, as
applicable, Employee’s dependents) with disability, accident and group health and other health
insurance benefits substantially similar to those which Employee (and Employee’s dependents) were
receiving immediately prior to Employee’s termination; however, the welfare benefits otherwise
receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable
welfare benefits are actually received by Employee (and/or Employee’s dependents) during such
period under any other employer’s welfare plan(s) or program(s) , with Employee being obligated to
promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the
aforementioned compensation and benefits, the Company shall pay in lump sum in cash to Employee
within fifteen (15) days following the date of termination an amount equal to the product of (i)
Employee’s highest bonus paid by the Company during the most recent three (3) years immediately
prior to the Date of Termination, multiplied by (ii) the Remaining Term, and (D) Employee shall be
considered as immediately and totally vested in any and all Long Term Incentives previously made to
Employee by The Company or its subsidiaries.



(ii) Notwithstanding the foregoing provisions of this Section 7, in the event Employee is
terminated because of Misconduct, the Company shall have no obligations pursuant to this Agreement
after the Date of Termination other than the payment of any unpaid Base Compensation accrued
through the Date of Termination and any benefit to which Employee may be entitled through
application of Law. As used herein, “Misconduct” means (a) 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 physical or mental illness, after prior notice by the Company’s CEO
and reasonable opportunity to cure such failure, (b) the engaging by Employee in conduct which is
demonstrably and materially injurious to the Company, monetarily or otherwise, or (c) the
misappropriation or attempted misappropriation of a material business opportunity of the Company
for Employee’s personal benefit, including attempting to secure any personal profit in connection
with entering into any transaction on behalf of the Company, (d) the intentional misappropriation
or attempted misappropriation of any of the Company’s funds or property; or (e) commission of a
felony or engaging in any other conduct involving fraud or dishonesty which is demonstrably
injurious to the Company. Anything contained in this Agreement to the contrary notwithstanding, the
Chief Executive officer of the Company shall have the sole power and authority to terminate the
employment of Employee on behalf of the Company.



(e) Resignation for Good Reason. Employee shall be entitled to terminate his employment for Good
Reason as defined herein. If Employee terminates his employment for Good Reason he shall be
entitled to the compensation and benefits provided in Paragraph 7 (d) (i) hereof. “Good Reason”
shall mean the occurrence of any of the following circumstances without Employee’s express written
consent unless such breach or circumstances are fully corrected prior to the Date of Termination
specified in the Notice of Termination given in respect hereof, which notice must be given within
thirty (30) days of the occurrance of such circumstance:



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



(2) the assignment to Employee of any duties inconsistent or inappropriate to his position;



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



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



(5) the failure of the Company to obtain a satisfactory agreement from any successor to assume and
agree to perform this Agreement, as contemplated in Section 13 hereof; or



(6) any action taken by the Company which results in a material dimunition in the position or
status of Employee with the Company immediately prior to such action without consent, except in the
case of termination under Section 7 (d) (ii).



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



A “Corporate Change” shall occur if (i) in the event a) The Company shall not be the surviving
entity in any merger or consolidation (or survives only as a subsidiary of another entity), or (b)
the Company sells all or substantially all of its assets to any other person or entity (other than
a wholly-owned subsidiary) and in either event the Employee is not retained in his position or
comparable position as per this Section 7 (e) (6) herein , or (ii) the Company is dissolved and
liquidated.



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




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



(h) Mitigation. Employee shall not be required to mitigate the amount of any payment provided for
in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment
provided for in this Agreement be reduced by any compensation earned by Employee as a result of
employment by another employer, except that any severance amounts payable to Employee pursuant to
the Company’s severance plan or policy for employees in general shall reduce the amount otherwise
payable pursuant to Sections 7(c)(i) or 7(e).



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



8. Nondisclosure and Noncompetition. Employee agrees that, as part of the consideration for this
Agreement and as an integral part hereof, he has signed and agrees to be bound by the Nondisclosure
and Noncompetition Agreement attached hereto as Exhibit A, as well as any subsequent addenda
thereto.



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 or any of its affiliated companies and for which Employee may qualify, nor
shall anything herein limit or otherwise adversely affect such rights as Employee may have under
any Long Term Incentives with the Company or any of its affiliated companies.



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



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



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



13. Successors; Binding Agreement.



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



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



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




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AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA.



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



16. Arbitration. Except as provided in Exhibit A, 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.




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IN WITNESS WHEREOF, the parties have executed this Agreement on January 15, 2007, effective for all
purposes as provided above.




     THE SHAW GROUP INC.

          By Gary P. Graphia




          /s/ Gary P. Graphia

          Secretary, Chief Legal Officer

     EMPLOYEE:




/s/ Ebrahim Fatemizadeh

Ebrahim Fatemizadeh




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THE SHAW GROUP Inc.

NONDISCLOSURE AND NONCOMPETITION AGREEMENT



This Nondisclosure and Noncompetition Agreement (“Agreement”) is made and entered into on the date
indicated below between The Shaw Group Inc. and any and all its affiliated companies, as set forth
in Exhibit A, (collectively, “the Company”) and Ebrahim Fatemizadeh (“Executive”).
RECITALS



1. The Company desires to continue to employ Executive, and Executive desires to continue
employment with the Company, during which employment Executive shall perform those duties set forth
in his Employment Agreement as well as any other duties requested of him;



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 Company agree as follows:



AGREEMENT



Section 1. Confidentiality. Executive will not, during Executive’s employment or any period
thereafter, directly or indirectly, disclose or make available to any person, firm, corporation,
association or other entity, or use any “Confidential Information” for any reason or purpose
whatsoever, except as necessary in the course or performing Executive’s duties under his Employment
Agreement or unless otherwise required by court order, subpoena, or other government or legal
process. For purposes of this section “ Confidential Information” shall mean information disclosed
to Executive or known by Executive as a consequence of or through Executive’s relationship with the
Company or its affiliates, about the Company’s and its affiliates’ customers, employees,
contractors, business methods, public relations methods, organization, pricing information, plans,
strategies, proposed bids, proposals, product information, procedures or finances, including,
without limitation, information of or relating to customers and customer lists. Confidential
Information shall not include any information that (i) was publicly known at the time of disclosure
to Executive; (ii) becomes publicly known or available thereafter other than by any means in
violation of this Agreement or any other duty owed to the Company by any person or entity; or (iii)
is lawfully disclosed to Executive by a third party. Upon termination of Executive’s employment
with the Company, regardless of the reason, all Confidential Information in Executive’s possession,
including copies, duplicates, and electronic files, shall be returned to the Company and shall not
be retained by Executive or furnished to any third party.



Section 2. 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 or any or all of its affiliates, but the
Company agrees to make same reasonably available to Executive in the event (and solely for such
purpose) that Executive is the subject of any subpoena or discovery request seeking such
documentation.



Section 3. Non-Solicitation. At all times during Executive’s employment and for six (6) months
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 4. 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:



Executive acknowledges that he is intimately involved in the management of the Company, its
expansion, and its acquisition or creation of the affiliated companies, as set forth in Exhibit A.
Executive acknowledges and agrees that the business of the Company is providing engineering,
construction, procurement, maintenance, environmental and infrastructure services1, and pipe
fabrication






 




			
	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.




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services, as more fully set forth on the Company’s Form 10-K dated October 31, 2006 (the “Form
10K”).



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.



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 B. 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, he agrees during the term of his employment 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, he agrees during the term of his employment 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.



Executive agrees that at all times during Executive’s employment with the Company and for six (6)
months after termination (whether voluntary or not) of Executive’s employment with the Company,
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 B, attached. This prohibition includes, without limitation,
that Executive will not perform the following in the Restricted Area:




     (a) 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;



     (b) 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 as of the date of his termination of employment from the company the same
type of services as such business provides; and



     (c) 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.



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 seek 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 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.



Section 5.
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.



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     (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 1, 3, and 4 are reasonable and necessary, that the damages that would be
suffered as a result of a breach or threatened breach by Executive of Sections 1, 3, and 4 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. Consequently, 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 1, 3,
and/or 4 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. Given the recitals set forth in Section 4 above, Executive and the Company hereby
expressly acknowledge that Executive’s position in the Company, and the Company’s business, have a
substantial impact on interstate commerce; and further, that Executive’s development and
involvement with the Company, and the Company’s business, have a national and international
territorial scope commercially. Thus, any arbitration-related matter or arbitration proceeding of
a dispute regarding the covenants herein and/or the validity of this Agreement and its addenda,
shall be governed, heard, and decided under the provisions and the authority of the Federal
Arbitration Act, 9 U.S.C.A. § 1 et seq., and shall be submitted for arbitration to the office of
the American Arbitration Association in New Orleans, Louisiana, on demand of either party.



     Such arbitration proceedings shall be conducted in New Orleans, Louisiana, and shall be
conducted in accordance with the then-current Employment Arbitration Rules and Mediation Procedures
of the American Arbitration Association, with the exception that the Executive expressly waives the
right to request interim measures or injunctive relief from a judicial authority. Executive
acknowledges that the Company alone retains the right to seek injunctive relief from a judicial
authority based on the nature of this Agreement and in furtherance of the terms of Section 5(d)
above. Each party shall have the right to be represented by counsel or other designated
representatives. The arbitrator shall have the right to award or include in his or her award any
relief that he or she deems proper under the circumstances, including, without limitation, all
types of relief that could be awarded by a court of law, such as money damages, (with interest on
unpaid amounts from date due), specific performance, and injunctive relief. The arbitrator shall
issue a written opinion explaining the reasons for his or her decision and award. The award and
decision of the arbitrator shall be conclusive and binding upon both parties, and judgment upon the
award may be entered in any court of competent jurisdiction. The parties acknowledge and agree
that any arbitration award may be enforced against either or both of them in a court of competent
jurisdiction and each waives any right to contest the validity or enforceability of such award.
The parties further agree to be bound by the provisions of any statute of limitations that would be
otherwise applicable to the controversy, dispute, or claim that is the subject of any arbitration
proceeding initiated hereunder. Without limiting the foregoing, the parties shall be entitled in
any such arbitration proceeding to the entry of an order by a court of competent jurisdiction
pursuant to a decision of the arbitrator for specific performance of any of the requirements of
this Agreement. The provisions of this Section 5(e) shall survive and continue in full force and
effect subsequent to and notwithstanding expiration or termination of this Agreement for any
reason. Executive agrees to pay arbitration fees in an amount not to exceed the amount required to
file a lawsuit in a court of law. The Company agrees to pay the remaining amount of arbitration
fees. Executive and the Company acknowledge and agree that any and all rights they may have to
resolve their claims by a jury trial are hereby expressly waived. The provisions of this Section
5(e) with respect to the subject matter hereof do not preclude Executive from filing a complaint
with any federal, state, or other governmental administrative agency, if at all applicable. The
provisions of this Section 5(e) with respect to the subject matter hereof supersede any conflicting
provision contained in any Employment Agreement or other agreement between Executive and the
Company.



     (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. This
provision supersedes any conflicting provision contained in any Employment Agreement or other
agreement between Executive and the Company.



     (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 hereto, 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



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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.



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



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 15th day of
January, 2007.



	 	 	 	 	 
	 

	 	COMPANY:
	 	EXECUTIVE:
	 
	 	 	 	 
	 

	 	The Shaw Group Inc. and	 	 
	 
	 	 	 	 
	 

	 	its affiliates listed on Exhibit A:
	 	/s/ Ebrahim Fatemizadeh
	 
	 	 	 	 
	 

	 	 	 	          Ebrahim Fatemizadeh
	 
	 	 	 	 
	 

	 	By:     Gary P. Graphia	 	 
	 
	 	 	 	 
	 

	 	/s/ Gary P. Graphia	 	 
	 
	 	 	 	 
	 

	 	Its Secretary	 	 






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