Louisiana | 1-12227 | 72-1106167 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Director | Affirmative Votes | Withheld Votes | Broker Non-Votes | |||||||||
J.M. Bernhard, Jr.
|
54,217,561 | 8,124,497 | 0 | |||||||||
James F. Barker
|
52,466,021 | 9,876,037 | 0 | |||||||||
Thos. E. Capps
|
59,401,971 | 2,940,087 | 0 | |||||||||
Daniel A. Hoffler
|
53,565,588 | 8,776,470 | 0 | |||||||||
David W. Hoyle
|
57,784,125 | 4,557,933 | 0 | |||||||||
Michael J. Mancuso
|
55,937,484 | 6,404,574 | 0 | |||||||||
Albert D. McAlister
|
51,920,442 | 10,421,616 | 0 | |||||||||
Stephen R. Tritch
|
59,295,081 | 3,046,977 | 0 |
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | Total | ||||
64,946,563
|
1,634,628 | 1,238,874 | | 67,820,065 |
Votes For | Votes Against | Votes Abstain | Broker Non-Votes | Total | ||||
43,219,413 | 19,010,403 | 42,076 | 5,548,173 | 67,820,065 |
Exhibit | ||
Number | Description | |
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10.1
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First Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan | |
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10.2
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Second Amendment to The Shaw Group Inc. 2008 Omnibus Incentive Plan |
Date: January 20, 2011
THE SHAW GROUP INC.
By:
/s/ John Donofrio
John Donofrio
Executive Vice President, General Counsel,
and Corporate Secretary
1. | The second sentence of Section 4.2 of the Omnibus Plan shall be, and hereby is, deleted and replaced by the following: | |
Further, any Shares withheld to satisfy tax withholding obligations on Awards under the Plan shall not be eligible to be returned as available Shares under the Plan. Shares related to Awards under this Plan shall be available again for grant under this Plan if: (i) the Award terminated by expiration, forfeiture, cancellation or otherwise without the issuance of the Shares; (ii) the Award is settled for cash in lieu of shares; or (iii) with the Committees permission and, prior to the issuance of Shares, the Award is exchanged for another Award not involving Shares. |
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2. | Section 6.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to the end thereof: | |
Notwithstanding any provision to the contrary, an Option shall be subject to at least a three year service based vesting requirement. This three-year service based vesting requirement shall provide for either (i) no vesting until the completion of the three-year service period at which time the Option shall become 100% vested or (ii) ratable vesting over the three-year service period. | ||
3. | Section 7.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to the end thereof: | |
Notwithstanding any provision to the contrary, an SAR shall be subject to at least a three-year service based vesting requirement. This three-year service based vesting requirement shall provide for either (i) no vesting until the completion of the three-year service period at which time the SAR shall become 100% vested or (ii) ratable vesting over the three-year service period. | ||
4. | Section 8.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to the end thereof: | |
Notwithstanding any provision to the contrary, a Restricted Stock grant shall be subject to at least a three-year service based vesting requirement. This three-year service based vesting requirement shall provide for either (i) no vesting until the completion of the three-year service period at which time the Restricted Stock shall become 100% vested or (ii) ratable vesting over the three-year service period. | ||
5. | Section 9.2 of the Omnibus Plan shall be, and hereby is, amended by adding the following to the end thereof: | |
Notwithstanding any provision to the contrary, an RSU shall be subject to at least a three-year service based vesting requirement. This three-year service based vesting requirement shall provide for either (i) no vesting until the completion of the three-year service period at which time the RSU shall become 100% vested or (ii) ratable vesting over the three-year service period. | ||
6. | Section 20.1(b) of the Omnibus Plan shall be, and hereby is, amended to read as follow: | |
Except as provided for in Section 4.4, without shareholder approval, the terms of an outstanding Award may not be amended to (i) reduce the Option Price of an outstanding Option, (ii) reduce the Grant Price of an outstanding SAR, or (iii) cancel an outstanding Option or SAR in exchange for cash, other Awards or Options or SARs with an Option Price or Grant Price, as applicable, that is less than the Option Price of the cancelled Option or the Grant Price of the cancelled SAR. |
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1. | Sections 4.1(a) and (b) of the Omnibus Plan shall be, and hereby is, deleted in its entirety and replaced with the following subject to shareholder approval of this Second Amendment: | ||
(a) Subject to adjustment as provided in Section 4.4 of the Plan, the maximum number of Shares available for issuance under the Plan shall be 6.4 million Shares plus the number of Shares subject to Awards outstanding under the Prior Plans as of Effective Date but only to the extent that such outstanding Awards are forfeited, expire or otherwise terminate without the issuance of such Shares. To the extent that a Share is issued pursuant to the grant or exercise of a Full Value Award, it shall reduce the number of Shares reserved under the Plan by 1.78 Shares, and to the extent that a Share is issued pursuant to the grant or exercise of an Award other than a Full Value Award, it shall reduce the number of Shares reserved under the Plan by 1.00 Share. |
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(b) The maximum number of Shares that may be issued pursuant to ISOs under the Plan shall be 6.4 million Shares. |
All other definitions and all other rights, terms and conditions set forth in the Omnibus Plan shall remain the same with the same force and effect as originally adopted and approved by the Companys shareholders. |
IN WITNESS WHEREOF, the Board of Directors of the Company has executed this Second Amendment effective as of January 17, 2011, the date of shareholder approval. |
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