The Shaw Group Deferred Compensation Plan

Employee Benefits Plan Agreement

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SHAW GROUP INC | Fidelity Employer Services Company

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Title: The Shaw Group Deferred Compensation Plan
Date: 4/9/2009
Industry: Misc. Fabricated Products Sector: Basic Materials

Exhibit 10.10

The Shaw Group Deferred
Compensation Plan

IMPORTANT NOTE

This document has not been approved by the Department of Labor, Internal Revenue Service or any other governmental entity. An adopting Employer must determine whether the Plan is subject to the Federal securities laws and the securities laws of the various states. An adopting Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under Title I of the Employee Retirement Income Security Act of 1974, as amended, with respect to the Employer’s particular situation. Fidelity Employer Services Company, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document. This document should be reviewed by the Employer’s attorney prior to execution.

TABLE OF CONTENTS


		PAGE
ARTICLE 1 – GENERAL		1-1

1.1	Plan	1-1
1.2	Effective Dates	1-1
1.3	Amounts Not Subject to Code Section 409A	1-1

ARTICLE 2 - GENERAL		2-1

2.1	Account	2-1
2.2	Administrator	2-1
2.3	Adoption Agreement	2-1
2.4	Beneficiary	2-1
2.5	Board” or “Board of Directors	2-1
2.6	Bonus	2-1
2.7	Change in Control .	2-1
2.8	Code	2-1
2.9	Compensation .	2-1
2.11	Disabled	2-1
2.12	Eligible Employee	2-2
2.13	Employer	2-2
2.14	ERISA	2-2
2.15	Identification Date	2-2
2.16	Key Employee	2-2
2.17	Participant	2-2
2.18	Plan	2-2
2.19	Plan Sponsor	2-2
2.20	Plan Year	2-2
2.21	Related Employer	2-2
2.22	Retirement	2-3
2.23	Separation from Service	2-3
2.24	Unforeseeable Emergency	2-4
2.25	Valuation Date	2-4
2.26	Years of Service	2-4

ARTICLE 3 — PARTICIPATION		3-1

3.1	Participation	3-1
3.2	Termination of Participation	3-1

ARTICLE 4 — PARTICIPANT ELECTIONS		4-1

4.1	Deferral Agreement	4-1
4.2	Amount of Deferral	4-1
4.3	Timing of Election to Defer	4-1
4.4	Election of Payment Schedule and Form of Payment	4-3

ARTICLE 5 — EMPLOYER CONTRIBUTIONS		5-1

5.1	Matching Contributions .	5-1
5.2	Other Contributions	5-1

ARTICLE 6 — ACCOUNTS AND CREDITS		6-1


		PAGE
6.1	Establishment of Account	6-1
6.2	Credits to Account	6-1

ARTICLE 7 — INVESTMENT OF CONTRIBUTIONS		7-1

7.1	Investment Options	7-1
7.2	Adjustment of Accounts	7-1

ARTICLE 8 — RIGHT TO BENEFITS		8-1

8.1	Vesting	8-1
8.2	Death	8-1
8.3	Disability	8-1

ARTICLE 9 — DISTRIBUTION OF BENEFITS		9-1

9.1	Amount of Benefits	9-1
9.2	Method and Timing of Distributions	9-1
9.3	Unforeseeable Emergency	9-1
9.4	Payment Election Overrides	9-2
9.5	Cashouts Of Amounts Not Exceeding Stated Limit	9-2
9.6	Required Delay in Payment to Key Employees	9-2
9.7	Change in Control	9-3
9.8	Permissible Delays in Payment	9-7

ARTICLE 10 — AMENDMENT AND TERMINATION		10-1

10.1	Amendment by Plan Sponsor	10-1
10.2	Plan Termination Following Change in Control or Corporate Dissolution	10-1
10.3	Other Plan Terminations	10-1

ARTICLE 11 — THE TRUST		11-1

11.1	Establishment of Trust	11-1
11.2	Grantor Trust	11-1
11.3	Investment of Trust Funds .	11-1

ARTICLE 12 — PLAN ADMINISTRATION		12-1

12.1	Powers and Responsibilities of the Administrator	12-1
12.2	Claims and Review Procedures	12-2
12.3	Plan Administrative Costs .	12-3

ARTICLE 13 — MISCELLANEOUS		13-1

13.1	Unsecured General Creditor of the Employer	13-1
13.2	Employer’s Liability	13-1
13.3	Limitation of Rights	13-1
13.4	Anti-Assignment	13-1
13.5	Facility of Payment	13-1
13.6	Notices	13-2
13.7	Tax Withholding	13-2
13.8	Indemnification	13-2
13.9	Permitted Acceleration of Payment	13-3
13.10	Governing Law	13-3

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PREAMBLE

The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. The Plan is further intended to conform with the requirements of Internal Revenue Code Section 409A and the final regulations issued thereunder and shall be implemented, administered, and interpreted in a manner consistent therewith.

ARTICLE 1 — GENERAL

1.1		Plan. The Plan will be referred to by the name specified in the Adoption Agreement.

1.2		Effective Dates.

	(a)		Original Effective Date. The Original Effective Date is the date as of which the Plan was initially adopted.

	(b)		Amendment Effective Date. The Amendment Effective Date is the date specified in the Adoption Agreement as of which the Plan is amended and restated. Except to the extent otherwise provided herein or in the Adoption Agreement, the Plan shall apply to amounts deferred and benefit payments made on or after the Amendment Effective Date.

	(c)		Special Effective Date. A Special Effective Date may apply to any given provision if so specified in Appendix A of the Adoption Agreement. A Special Effective Date will control over the Original Effective Date or Amendment Effective Date, whichever is applicable, with respect to such provision of the Plan.

1.3		Amounts Not Subject to Code Section 409A

		Except as otherwise indicated by the Plan Sponsor in Section 1.01 of the Adoption Agreement, amounts deferred before January 1, 2005 that are earned and vested on December 31, 2004 will be separately accounted for and administered in accordance with the terms of the Plan as in effect on December 31, 2004.

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ARTICLE 2 — GENERAL

Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise. Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1		“Account” means an account established for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the Participant’s Beneficiary pursuant to the Plan.

2.2		“Administrator” means the person or persons designated by the Plan Sponsor in Section 1.05 of the Adoption Agreement to be responsible for the administration of the Plan. If no Administrator is designated in the Adoption Agreement, the Administrator is the Plan Sponsor.

2.3		“Adoption Agreement” means the agreement adopted by the Plan Sponsor that establishes the Plan.

2.4		“Beneficiary” means the persons, trusts, estates or other entities entitled under Section 8.2 to receive benefits under the Plan upon the death of a Participant.

2.5		“Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.

2.6		“Bonus” means an amount of incentive remuneration payable by the Employer to a Participant.

2.7		“Change in Control” means the occurrence of an event involving the Plan Sponsor that is described in Section 9.7.

2.8		“Code” means the Internal Revenue Code of 1986, as amended.

2.9		“Compensation” has the meaning specified in Section 3.01 of the Adoption Agreement.

2.10		“Director” means a non-employee member of the Board who has been designated by the Employer as eligible to participate in the Plan.

2.11		“Disabled” means a determination by the Administrator that the Participant is either (a) unable to engage in any substantial gainful activity

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		by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. A Participant will be considered Disabled if he is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.

2.12		“Eligible Employee” means an employee of the Employer who satisfies the requirements in Section 2.01 of the Adoption Agreement.

2.13		“Employer” means the Plan Sponsor and any other entity which is authorized by the Plan Sponsor to participate in and, in fact, does adopt the Plan.

2.14		“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.15		“Identification Date” means the date as of which Key Employees are determined which is specified in Section 1.06 of the Adoption Agreement.

2.16		“Key Employee” means an employee who satisfies the conditions set forth in Section 9.6.

2.17		“Participant” means an Eligible Employee or Director who commences participation in the Plan in accordance with Article 3.

2.18		“Plan” means the unfunded plan of deferred compensation set forth herein, including the Adoption Agreement and any trust agreement, as adopted by the Plan Sponsor and as amended from time to time.

2.19		“Plan Sponsor” means the entity identified in Section 1.03 of the Adoption Agreement or any successor by merger, consolidation or otherwise.

2.20		“Plan Year” means the period identified in Section 1.02 of the Adoption Agreement.

2.21		“Related Employer” means the Employer and (a) any corporation that is a member of a controlled group of corporations as defined in Code Section 414(b) that includes the Employer and (b) any trade or business that is under common control as defined in Code Section 414(c) that includes the Employer.

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2.22		“Retirement” has the meaning specified in 6.01(f) of the Adoption Agreement.

2.23		“Separation from Service” means the date that the Participant dies, retires or otherwise has a termination of employment with respect to all entities comprising the Related Employer. A Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or such longer period during which the Participant’s right to re-employment is provided by statute or contract. If the period of leave exceeds six months and the Participant’s right to re-employment is not provided either by statute or contract, a Separation from Service will be deemed to have occurred on the first day following the six-month period. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29 month period of absence may be substituted for the six month period.

		Whether a termination of employment has occurred is based on whether the facts and circumstances, indicate that the Related Employer and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36 month period (or the full period of services to the Related Employer if the employee has been providing services to the Related Employer for less than 36 months).

		An independent contractor is considered to have experienced a Separation from Service with the Related Employer upon the expiration of the contract (or, in the case of more than one contract all contracts) under which services are performed for the Related Employer if the expiration constitutes a good-faith and complete termination of the contractual relationship.

		If a Participant provides services as both an employee and an independent contractor of the Related Employer, the Participant must separate from service both as an employee and as an independent contractor to be treated as having incurred a Separation from Service. If a Participant ceases providing services as an independent contractor and begins providing services as an employee, or ceases providing services as an employee and begins providing services as an independent

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		contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services in both capacities.

		If a Participant provides services both as an employee and as a member of the board of directors of a corporate Related Employer (or an analogous position with respect to a noncorporate Related Employer), the services provided as a director are not taken into account in determining whether the Participant has incurred a Separation from Service as an employee for purposes of a nonqualified deferred compensation plan in which the Participant participates as an employee that is not aggregated under Code Section 409A with any plan in which the Participant participates as a director.

		All determinations of whether a Separation from Service has occurred will be made in a manner consistent with Code Section 409A and the final regulations thereunder.

2.24		“Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code section 152(b)(i), (b)(2) and (d)(i)(B)); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

2.25		“Valuation Date” means each business day of the Plan Year.

2.26		“Years of Service” means each one year period for which the Participant receives service credit in accordance with the provisions of Section 7.01(d) of the Adoption Agreement.

2-4

ARTICLE 3 — PARTICIPATION

3.1		Participation. The Participants in the Plan shall be those Directors and employees of the Employer who satisfy the requirements of Section 2.01 of the Adoption Agreement.

3.2		Termination of Participation. The Administrator may terminate a Participant’s participation in the Plan in a manner consistent with Code Section 409A.

3-1

ARTICLE 4 — PARTICIPANT ELECTIONS

4.1		Deferral Agreement. If permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption Agreement, each Eligible Employee and Director may elect to defer his Compensation within the meaning of Section 3.01 of the Adoption Agreement by executing in writing or electronically, a deferral agreement in accordance with rules and procedures established by the Administrator and the provisions of this Article 4.

		A new deferral agreement must be timely executed for each Plan Year during which the Eligible Employee or Director desires to defer Compensation. An Eligible Employee or Director who does not timely execute a deferral agreement shall be deemed to have elected zero deferrals of Compensation for such Plan Year.

		A deferral agreement may be changed or revoked during the period specified by the Administrator. Except as provided in Section 9.3 or in Section 4.01(c) of the Adoption Agreement, a deferral agreement becomes irrevocable at the close of the specified period.

4.2		Amount of Deferral. An Eligible Employee or Director may elect to defer Compensation in any amount permitted by Section 4.01(a) of the Adoption Agreement.

4.3		Timing of Election to Defer. Each Eligible Employee or Director who desires to defer Compensation otherwise payable during a Plan Year must execute a deferral agreement within the period preceding the Plan Year specified by the Administrator. Each Eligible Employee who desires to defer Compensation that is a Bonus must execute a deferral agreement within the period preceding the Plan Year during which the Bonus is earned that is specified by the Administrator. However, if the Bonus can be treated as performance based compensation as described in Code Section 409A(a)(4)(B)(iii), the deferral agreement may be executed within the period specified by the Administrator, which period, in no event, shall end after the date which is six months prior to the end of the period during which the Bonus is earned, provided the Eligible Employee performs services continuously from the later of the beginning of the period during which the Bonus is earned or the date the performance criteria are established through the date a deferral election is made under this sentence, and provided further that no election to defer performance-based compensation may be made after such compensation has become readily ascertainable. In addition, if the Compensation qualifies as ‘fiscal year compensation’ within the meaning of Reg. Sec. 1.409A-2(a)(6), the

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deferral agreement may be made not later than the end of the Employer’s taxable year immediately preceding the first taxable year of the Employer in which any services are performed for which such Compensation is payable.

4-2

		Except as otherwise provided below, an employee who is classified or designated as an Eligible Employee during a Plan Year or a Director who is designated as eligible to participate during a Plan Year may elect to defer Compensation otherwise payable during the remainder of such Plan Year in accordance with the rules of this Section 4.3 by executing a deferral agreement within the thirty (30) day period beginning on the date the employee is classified or designated as an Eligible Employee or the date the Director is designated as eligible, whichever is applicable, if permitted by Section 2.01 of the Adoption Agreement. If Compensation is based on a specified performance period that begins before the Eligible Employee or Director executes his deferral agreement, the election will be deemed to apply to the portion of such Compensation equal to the total amount of Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period. The rules of this paragraph shall not apply unless the Eligible Employee or Director can be treated as initially eligible in accordance with Reg. Sec. 1.409A-2(a)(7).

4.4		Election of Payment Schedule and Form of Payment.

		All elections of a payment schedule and a form of payment will be made in accordance with rules and procedures established by the Administrator and the provisions of this Section 4.4.

(a) If the Plan Sponsor has elected to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director completes a deferral agreement, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for the Compensation subject to the deferral agreement and for any Employer contributions that may be credited to the Participant’s Account during the Plan Year from among the options the Plan Sponsor has made available for this purpose and which are specified in 6.01(b) of the Adoption Agreement. If an Eligible Employee or Director fails to elect a distribution event and form of payment for any amounts deferred in accordance with Section 4.01(a) of the Adoption Agreement, he shall be deemed to have elected to receive a lump sum payment on the first distribution date after a deferral period of two years. If he fails to elect a distribution event and form of payment for any Employer contributions credited to his Account, he shall be deemed to have elected to receive a lump sum payment on the first distribution date after he has a Separation from Service.

(b) If the Plan Sponsor has elected not to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement,

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the following rules apply. At the time an Eligible Employee or Director first completes a deferral agreement, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for amounts credited to his Account from among the options the Plan Sponsor has made available for this purpose and which are specified in Section 6.01(b) of the Adoption Agreement. If an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service in the distribution event. If the fails to elect a form of payment, he shall be deemed to have elected a lump sum form of payment.

(c) For any Participant who the Administrator designates as not being a member of the Employer’s “top hat group,” the portion of the Participant’s Account that is attributable to any Employer contribution will be paid in a single lump sum as soon as administratively feasible after the vesting date with respect to that contribution. Such a Participant may not choose a different payment date or payment form and any payment date or payment form election submitted to the Administrator by any such Participant shall be disregarded.

(d) With respect to both 2007 and 2008 contributions, the transition relief authorized by IRS Notice 2007-86, Section 3.02 shall be available to allow Plan Participants (other than those to whom Section 4.4(c) applies) on or before December 31, 2008, to make new or amended payment elections concerning both the time and form of payment, subject to the terms and conditions of Notice 2007-86.

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ARTICLE 5 — EMPLOYER CONTRIBUTIONS

5.1		Matching Contributions. If elected by the Plan Sponsor in Section 5.01(a) of the Adoption Agreement, the Employer will credit the Participant’s Account with a matching contribution determined in accordance with the formula specified in Section 5.01(a) of the Adoption Agreement. The matching contribution will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(a)(iii) of the Adoption Agreement.

5.2		Other Contributions. If elected by the Plan Sponsor in Section 5.01(b) of the Adoption Agreement, the Employer will credit the Participant’s Account with a contribution determined in accordance with the formula or method specified in Section 5.01(b) of the Adoption Agreement. The contribution will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(b)(iii) of the Adoption Agreement.

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ARTICLE 6 — ACCOUNTS AND CREDITS

6.1		Establishment of Account. For accounting and computational purposes only, the Administrator will establish and maintain an Account on behalf of each Participant which will reflect the credits made pursuant to Section 6.2, distributions or withdrawals, along with the earnings, expenses, gains and losses allocated thereto, attributable to the hypothetical investments made with the amounts in the Account as provided in Article 7. The Administrator will establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.

6.2		Credits to Account. A Participant’s Account will be credited for each Plan Year with the amount of his elective deferrals under Section 4.1 at the time the amount subject to the deferral election would otherwise have been payable to the Participant and the amount of Employer contributions treated as allocated on his behalf under Article 5.

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ARTICLE 7 — INVESTMENT OF CONTRIBUTIONS

7.1		Investment Options. The amount credited to each Account shall be treated as invested in the investment options designated for this purpose by the Administrator.

7.2		Adjustment of Accounts. The amount credited to each Account shall be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to the investment options selected by the party designated in Section 9.01 of the Adoption Agreement from among the investment options provided in Section 7.1. If permitted by Section 9.01 of the Adoption Agreement, a Participant (or the Participant’s Beneficiary after the death of the Participant) may, in accordance with rules and procedures established by the Administrator, select the investments from among the options provided in Section 7.1 to be used for the purpose of calculating future hypothetical investment adjustments to the

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