0001209191-12-004691.txt : 20120120 0001209191-12-004691.hdr.sgml : 20120120 20120120164412 ACCESSION NUMBER: 0001209191-12-004691 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120118 FILED AS OF DATE: 20120120 DATE AS OF CHANGE: 20120120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tritch Stephen R CENTRAL INDEX KEY: 0001463204 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12227 FILM NUMBER: 12537495 MAIL ADDRESS: STREET 1: 4171 ESSEN LANE CITY: BATON ROUGE STATE: LA ZIP: 70809 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SHAW GROUP INC CENTRAL INDEX KEY: 0000914024 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 721106167 STATE OF INCORPORATION: LA FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 4171 ESSEN LANE STREET 2: 1ST FLOOR CITY: BATON ROUGE STATE: LA ZIP: 70809 BUSINESS PHONE: 2259322500 MAIL ADDRESS: STREET 1: 4171 ESSEN LANE STREET 2: 11TH FLOOR CITY: BATON ROUGE STATE: LA ZIP: 70809 4 1 doc4.xml FORM 4 SUBMISSION X0304 4 2012-01-18 0 0000914024 SHAW GROUP INC SHAW 0001463204 Tritch Stephen R 4171 ESSEN LANE BATON ROUGE LA 70809 1 0 0 0 Common Stock 2012-01-18 4 M 0 472 0.00 A 961 D Stock Option (Right to Buy) 30.17 2011-01-27 2020-01-27 Common Stock 2094 2094 D Stock Option (Right to Buy) 38.59 2012-01-18 2021-01-18 Common Stock 2060 2060 D Restricted Stock Units 0.00 2011-01-27 Common Stock 978 978 D Restricted Stock Units 0.00 2012-01-18 4 M 0 472 0.00 D 2012-01-18 Common Stock 472 944 D The options vest in three (3) equal annual installments beginning on the date indicated in this column. East restricted stock unit represents a contingent right to receive, at the Issuer's discretion, either one share of the Issuer's no par value common stock or receive a cash payment equal to the fair market value per share of the Issuer's no par value common stock on the vesting date multiplied by the number of restricted stock units that become vested on the vesting date or a combination of both. The restricted stock units (RSUs) vest in three (3) equal annual installments beginning on the date indicated in this column. The restricted stock units do not have an expiration date. /s/ Stephen R. Tritch, pursuant to a Power of Attorney 2012-01-20 EX-24.4_405500 2 poa.txt POA DOCUMENT POWER OF ATTORNEY BY SECTION 16 REPORTING PERSON OF THE SHAW GROUP INC. ______________________________________________________________________________ UNITED STATES OF AMERICA STATE OF LOUISIANA PARISH/COUNTY OF EAST BATON ROUGE BE IT KNOWN, that effective as of October 20, 2011; BEFORE ME, the undersigned Notary Public, duly commissioned and qualified in and for the aforementioned Parish/County and State, and in the presence of the competent witnesses hereinafter named and undersigned; PERSONALLY CAME AND APPEARED: Stephen R. Tritch, the undersigned competent individual, who is an officer and/or a director of The Shaw Group Inc., a Louisiana corporation whose stock is publicly traded on the New York Stock Exchange under the symbol "SHAW," (the "Company"), WHO DECLARED, that the undersigned does hereby constitute and appoint each JOHN DONOFRIO, REGINA N. HAMILTON, DEBRA J. ROBERSON, and THERESA MEYERS, each acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company, Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of the Company with the United States Securities and Exchange Commission ("SEC"), any national securities exchanges or similar authority, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); and (2) seek or obtain, from any third party, as the undersigned's representative and on the undersigned's behalf, current and historical information on direct and indirect holdings and transactions in the Company's securities or other rights with respect to the Company's securities, whether the Company awarded the securities or rights to the undersigned or the undersigned obtained the Company securities from a source other than the Company; such information sources may include, but are not limited to, brokers, employee benefit plan administrators and trustees; the undersigned hereby authorizes any such party to release the information to any the individuals designated herein as the undersigned's attorney-in-fact, but only for the purpose of reporting to the SEC or other regulatory body as required by law; and the undersigned and approves and ratifies any such release of information; and (3) do and perform any and all acts for and on behalf of the undersigned that in the discretion of such attorney-in-fact are necessary or desirable in connection with the foregoing; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole and absolute discretion. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his sole and absolute discretion, deems necessary, desirable or beneficial; (3) neither the Company nor any of the attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act; (ii) any liability of the undersigned for any failure to comply with such requirements; or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including but not limited to the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants to each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, proper or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that each such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each of such attorney-in-fact. All previous Powers of Attorney appointing officers of the Company for the purposes described in this Power of Attorney are hereby revoked. THUS DONE AND PASSED, in the City of Baton Rouge, State of Louisiana, effective as of the day, month and year herein first above written, in the presence of the undersigned competent witnesses who have hereunto signed their names with the undersigned officer and/or and me, Notary. /s/ Stephen R. Tritch Stephen R. Tritch WITNESSES: /s/Donna J. Cooper Name: Donna J. Cooper /s/ Grace N. Frantz Name: Grace N. Frantz /s/ Regina N. Hamilton NOTARY PUBLIC Name: Regina N. Hamilton Bar Roll Number: 22791 My Commission Expires: At Death NOTARY SEAL