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(b) Notwithstanding any other provision of this Agreement or the Plan, the Option shall not be exercised prior to the date on which the shareholders of the Company approve the adoption of the Plan. The Option may not be exercised unless, at the date of exercise (i) a registration statement under the Securities Act of 1933, as amended, relating to the Shares covered by the Option shall be in effect, or (ii) an exemption from registration is applicable to the shares in the opinion of counsel for the Company.
3. Termination of Option. Except as otherwise provided herein, the Option shall terminate:
(a) upon the expiration of ten (10) years from the date of this Agreement, or if sooner,
(b) three (3) months after termination of employment of the Optionee, unless employment is terminated (i) as a result of death, disability or retirement, in which case the right of the Optionee or his or her representative to purchase shares of Common Stock hereunder shall expire as of the first anniversary following such termination, or (ii) for “Cause” (as defined in the Plan) in which case the Option shall immediately terminate and no longer be exercisable.
In no case shall the Option continue to vest during the limited period of exercisability following the Optionee’s termination of employment provided for in (b)(i) above. During such period, the Option may only be exercised with respect to the number of shares for which it was exercisable at the time of such termination of employment.
4. Rights Prior to Exercise of Option. The Optionee shall have no rights as a stockholder with respect to the shares of Common Stock subject to the Option until the exercise of his or her rights hereunder and the issuance and delivery to Optionee of a certificate or certificates evidencing such shares.
5. Miscellaneous.
(a) No Representations or Warranties. Neither the Company nor the Committee nor any of their representatives or agents has made any representations or warranties to the Optionee with respect to the income tax or other consequences of the transactions contemplated by this Agreement, and the Optionee is in no manner relying on the Company, the Committee or any of their representatives or agents for an assessment of such tax or other consequences.
(b) Employment. Nothing in this Agreement nor in the Plan nor in the granting of the Option shall confer on the Optionee any right to or guarantee of continued employment with the Company or any of its Affiliates or in any way limit the right of the Company or any of its Affiliates to terminate the employment of the Optionee at any time.
(c) Investment. The Optionee hereby agrees and represents that the Option and any purchase of the shares of Common Stock under the Option is for the Optionee’s own account for investment purposes only and not with a view of resale or distribution unless such shares acquired pursuant to the Option are registered under the Securities Act of 1933, as amended.
(d) Stock Issuance. The exercise by the Optionee of the Option granted herein will not become final nor will shares of Common Stock be issued pursuant thereto unless such exercise fully complies with the requirements of the Plan and all applicable federal, state and local laws.
(e) Necessary Acts. The Optionee and the Company hereby agree to perform any further acts and to execute and deliver any documents, which may be reasonably necessary to carry out the provisions of this Agreement.
(f) No Transfer. The Option may not be assigned, encumbered or transferred, except by will or the laws of descent and distribution in the event of death of the Optionee or pursuant to a qualified domestic relations order pursuant to the Code or the Employee Retirement Security Act of 1974, as amended.
(g) Severability. The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially enforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.
(h) Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Optionee shall not operate or be construed as a waiver of any subsequent breach by the Optionee.
(i) Binding Effect; Applicable Law. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns, and the Optionee and any heir, legatee, legal representative or assignee as specified in Section 5(f) above of the Optionee. This Agreement shall be interpreted under and governed by and constructed in accordance with the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement effective as of the date first above written.
COMPANY:
THE SHAW GROUP INC.
By: Gary P. Graphia
Title: Secretary and General Counsel
OPTIONEE:
Signature of Optionee
