Employment Agreement (2009)Full Document 

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     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 Agreement.
     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 other

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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. Employee’s 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 Employee’s 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 Employee’s 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 Company’s 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.
     4. Compensation.
          (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 Company’s customary pay periods and subject to tax and other customary withholdings. Employee’s 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 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 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 Company’s 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 Employee’s bonus target (the “Bonus Target”), which Bonus Target shall initially be an amount equal to Employee’s Base Compensation. The Bonus Target may be adjusted annually.

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