Exhibit 10.1
GREAT LAKES DREDGE &
DOCK CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
pursuant to
the
2007 LONG-TERM INCENTIVE
PLAN
This NON-QUALIFIED STOCK OPTION
AGREEMENT (this “ Agreement ”) is made and entered
into by and between Great Lakes Dredge & Dock
Corporation , a Delaware corporation (the “ Corporation ”), and
(the “ Participant
”), effective as of
(the “ Award
Date ”).
1.
Grant of Option . The
Corporation hereby grants to the Participant and the Participant
hereby accepts, subject to the terms and conditions hereof, a
Non-Qualified Stock Option (the “ Option ”) to purchase up to
( )
shares of the Corporation’s common stock (the “
Stock ”), at the
Exercise Price per share set forth in Section 4
below. The Option is not intended to constitute an
“incentive stock option” as that term is used in
Section 422 of the Code.
2.
Governing Plan . This
Option is granted pursuant to the Corporation’s 2007
Long-Term Incentive Plan (the “ Plan ”), which is incorporated
herein for all purposes. Capitalized terms used but not
otherwise defined herein have the meanings as set forth in the
Plan. The Participant agrees to be bound by the terms and
conditions of the Plan, which control in case of any conflict with
this Agreement, except as otherwise specifically provided for in
the Plan.
3.
Expiration of the Option
. The Option shall not be exercisable after the
Corporation’s close of business on the last business day that
occurs prior to the Expiration Date. The “ Expiration Date ” shall be the
earliest to occur of:
(a)
the ten-year anniversary of the Award Date;
(b)
the one-year anniversary of the Participant’s death;
(c)
the one-year anniversary of the Participant’s Termination due
to Disability (as defined below);
(d)
the three-year anniversary of the Participant’s Termination
due to Retirement (as defined below);
(e)
the date that is three months following the Participation’s
Termination due to resignation (for reasons other than Retirement
or Disability);
(f)
the date that is three months following the Participant’s
Termination by the Corporation or an Affiliate for reasons other
than Cause (as defined below); or
(g)
the date of the Participant’s Termination by the Corporation
or an Affiliate for Cause;
provided , however , that except in the case of
the expiration of the Option pursuant to Section 3(g)
above, if the exercise of the Option on the last business day
prior to the Expiration Date would violate applicable securities
laws, the Expiration Date will be extended to the date that
is thirty (30) days after the date in which the exercise of the
Option would not longer violate such applicable securities
laws.
“ Disability ” shall mean the
Participant’s Termination after becoming unable to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or that has lasted or can be expected to last for a
continuous period of not less than twelve (12) months, within the
meaning of Code Section 422(c)(6).
1
“ Retirement ” shall mean the
Participant’s voluntary Termination following both the
Participant’s attainment of age sixty (60) and attainment of
fifteen (15) years of Service with the Corporation or any Affiliate
(or any predecessor entity).
“ Cause ” shall have the meaning
set forth in any employment, consulting, or other written agreement
between the Participant and the Corporation or an Affiliate.
If there is no employment, consulting or other written agreement
between the Participant and the Corporation or an Affiliate, or if
such agreement does not define “Cause”,
“Cause” shall mean, as determined by the Committee (as
defined below) in its sole discretion, the Participant’s
(i) willful and continued failure to substantially perform his
material duties as an executive of the Corporation (other than any
such failure resulting from incapacity due to physical or mental
illness) after a written demand for substantial performance is
delivered to the Participant by the Board; (ii) willful
misconduct, which is demonstrably and materially injurious to the
Corporation, monetarily or otherwise; (iii) engaging in
egregious misconduct involving serious moral turpitude to the
extent that the Participant’s credibility and reputation no
longer conform to the standard of senior executive officers of the
Corporation; (iv) conviction of, or plea of guilty or nolo
contendere to, a felony, (v) material breach of a material
written policy of the Corporation; (vi) failure to reasonably
cooperate with any audit or investigation involving the Corporation
or its business practices; or (vii) material breach of this
Agreement. The Board must give the Participant at least
thirty (30) days written notice of its intent to terminate
Participant’s employment for Cause, specifying the
act(s) or omission(s) alleged to justify the Cause
termination, and an opportunity to cure such act(s) or
omissions(s), where feasible, within the thirty (30) day
period. In addition, the Participant’s Service will be
deemed to have terminated for Cause if after the
Participant’s Service has terminated, facts and circumstances
are discovered that would have justified a termination for
Cause. For purposes of this Agreement, no act or failure to
act on the Participant’s part will be considered
“knowing” or “willful” unless it is done,
or omitted to be done, by the Participant in bad faith or without
reasonable belief that the Participant’s action or omission
was in the best interests of the Corporation or an Affiliate.
Any act, or failure to act, based upon authority given to a
resolution duly of the Board or based upon the advice of counsel
for the corporation will be conclusively presumed to be done or
omitted to be done, in good faith and in the best interests of the
corporation or an Affiliate. In no event will a termination
be deemed to occur for “Cause” unless such termination
occurs within ninety (90) days after the board becomes aware of the
circumstance or event giving rise thereto.
4.
Exercise Price . The
“ Exercise Price ” of the Option is
($ ) per share of Stock. The
Exercise Price is subject to adjustment or amendment as set forth
in the Plan.
5.
Vesting .
(a)
Except as may be accelerated as set forth in the Plan or as set
forth below, on each vesting date set forth in Column 1 below, the
Option shall vest and become exercisable for the corresponding
number of shares of Stock set forth in Column 2 below if the
Participant’s employment has not Terminated. The
“ Vested Portion
” of the Option as of any particular date shall be the
cumulative total of all shares of Stock for which the Option has
become exercisable as of that date.
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Column 1
Vesting Date
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Column 2
Vested Portion of the Option
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(first anniversary of award)
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33-1/3% of shares of Stock
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(second anniversary of award)
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33-1/3% of shares of Stock
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(third anniversary of award)
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33-1/3% of shares of Stock
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(b)
Upon the Participant’s Termination due to death, Disability
or Retirement, to the extent not previously forfeited, the Option
shall be fully vested with respect to all of the shares of Stock
covered by the Option.
(c)
Upon a Change in Control or a Significant Event, the Compensation
Committee of the Board of Directors of the Corporation (the “
Committee ”) may
elect, in its sole discretion, to accelerate the vesting of any
portion of the Option in accordance with the terms of
Article 9 of the Plan. No provision of this Agreement
shall require the Committee to accelerate such vesting upon a
Change in Control, a Significant Event or any other event.
2
(d)
To the extent any portion of the Option has not vested upon the
Participant’s Termination for any reason other than death,
Disability or Retirement, that portion of the Option shall be
immediately forfeited upon such Termination.
6.
Exercise of the Option
. The Vested Portion (as herein defined) of the Option may be
exercised, to the extent not previously exercised, in whole or in
part, at any time o
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