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RESTRICTED STOCK UNIT AWARD
AGREEMENT
2008 Omnibus Incentive
Plan
This Restricted
Stock Unit Award Agreement (the “ Agreement ”)
dated as of Grant Date (the date as of which the Restricted
Stock Units evidenced hereby were awarded) is entered into between
The Shaw Group Inc. (the “ Company ”) and
Recipient Name (the “ Awardee” ),
pursuant to The Shaw Group Inc. 2008 Omnibus Incentive Plan (as
amended and restated from time to time, the “ Plan
”).
THE PARTIES HERETO
AGREE AS FOLLOWS:
1.
Incorporation of Plan Provisions . The Award
evidenced hereby is made under and pursuant to the Plan, a copy of
which is available from the Company’s Secretary and
incorporated herein by reference, and the Award is subject to all
of the provisions thereof. Capitalized terms used herein without
definition shall have the same meanings given such terms in the
Plan. The Awardee represents and warrants that he or she has read
the Plan and is fully familiar with all the terms and conditions of
the Plan and agrees to be bound thereby.
2. Award
of Restricted Stock Units . In consideration of the
services performed and to be performed by the Awardee, the Company
hereby awards (the “ Award ”) to the Awardee
under the Plan a total of # shares Restricted Stock Units
subject to the following terms and restrictions.
3.
Vesting of Restricted Stock Units . The Restricted
Stock Units shall vest according to the following schedule (each
date vesting occurs shall be referenced herein as a “
Vesting Date ”):
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Cumulative percentage of
units
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On or after
each of the following dates:
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vested:
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25
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%
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50
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%
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75
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%
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100
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%
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Notwithstanding
the above, occurrence of any of the following events shall cause
the immediate vesting of Restricted Stock Units:
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(i)
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the
death of the Awardee
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(ii)
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the
retirement of the Awardee on or after the Awardee’s normal
retirement date; and
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(iii)
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the
disability of the Awardee.
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For purposes of
this Agreement, a “disability” shall exist when the
Awardee is unable to engage in any substantial, gainful activity by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than
12 months, as determined by the Committee in its sole
discretion.
Restricted
Stock Unit Awards shall be entirely forfeited by the Awardee in the
event that prior to vesting the Awardee breaches any terms or
conditions of the Plan, the Awardee resigns from or is terminated
by the Company, or any condition(s) imposed upon the vesting are
not met.
4.
Restricted Stock Units
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