This Employment Agreement (Agreement) is entered into as of December 31, 2008, but
is effective as of September 1, 2007 (the Effective Date), by and between The Shaw Group
Inc., a Louisiana corporation (collectively with its affiliates and subsidiaries hereinafter
referred to as, the Company), and Dorsey Ron McCall (Employee). The Company
and Employee may hereinafter be referred to, individually, as a Party and, collectively,
as the Parties.
WHEREAS, the Company currently employs Employee and desires to continue such employment
relationship, and Employee desires to continue such employment relationship, in each case on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements set forth herein, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Parties hereby agree as follows:
1. Employment. The Company hereby continues to employ Employee, and Employee hereby
agrees to continued employment by the Company, on the terms and conditions set forth in this
2. Term of Employment. Subject to the provisions for earlier termination set forth in
this Agreement, the initial term of this Agreement (the Initial Term) shall be two years,
commencing on the Effective Date; provided that, at the end of the Initial Term, this
Agreement shall be automatically renewed for an additional two year period unless, not less than 90
days prior to expiration of the Initial Term, the Company or Employee gives written notice to the
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Party that the Initial Term shall not be renewed. The Initial Term, together with the renewal
term (if any), shall hereinafter be referred to as the Term. For the avoidance of doubt,
an election not to renew the Initial Term shall not constitute a termination of this Agreement for
the purposes of Section 7(a).
3. Employees Duties.
(a) During the Term, Employee shall serve as the President of the Maintenance Division of the
Power Group of the Company, or such other similar position(s) as the Parties may mutually agree,
reporting directly to the President of the Power Group and 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 of the Company, provided that such duties are
comparable to the customary duties and responsibilities of such position(s).
(b) Employee agrees to devote Employees 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 Employees duties and responsibilities. Employee shall not, either directly or
indirectly, enter into any business or employment with or for any Person (defined below) other than
the Company during the Term; 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, subject in each case to the provisions set forth in
the Nonsolicitation and Noncompete Agreement (defined below) and the Companys Code of Conduct or
similar guidelines of which Employee is notified in writing. For the purposes of this Agreement,
the term Person shall mean any individual, corporation, limited or general partnership,
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limited liability company, joint venture, association, trust or other entity or organization,
whether or not a legal entity. Employee shall at all times observe and comply with all lawful
directions and instructions of the Board of which Employee is notified in writing.
(a) Base Compensation. For services rendered by Employee under this Agreement, the
Company shall pay to Employee a base salary (Base Compensation) of $600,000 per contract
year, payable in accordance with the Companys customary pay periods and subject to tax and other
customary withholdings. Employees Base Compensation will be subject to review 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 that the Board deems it appropriate to increase Employees Base
Compensation, that increased amount shall thereafter be the Base Compensation for the purposes of
this Agreement. Employees Base Compensation, as increased from time to time, may not 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.
(b) Minimum Annual Bonus. During the Term, Employee shall participate in the
Companys discretionary management incentive program as established by the Board (as the same may
be amended from time to time) with an annual performance bonus range of 0-200% of Employees bonus
target (the Bonus Target), which Bonus Target shall initially be an amount equal to
Employees Base Compensation. The Bonus Target may be adjusted annually.