Exhibit 10.2
GREAT LAKES DREDGE &
DOCK CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
pursuant to
the
2007 LONG-TERM INCENTIVE
PLAN
This RESTRICTED STOCK UNIT AWARD
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.
Award of Restricted Stock
Units . The Corporation hereby grants to the
Participant and the Participant hereby accepts an Award of
( )
Restricted Stock Units (the “ RSUs ”), subject to the terms and
conditions set forth in this Agreement. RSUs represent the
Corporation’s unfunded and unsecured promise to issue shares
of common stock of the Corporation (“ Stock ”) at a future date subject
to the terms of this Agreement. The Participant has no rights
with respect to the RSUs other than rights of a general creditor of
the Corporation.
2.
Governing Plan . This
Award 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.
Dividend Equivalents
. Subject to the provisions of Section 5(c) , in
the event that the Corporation declares a dividend on its Stock,
the Corporation shall pay to the Participant an amount in cash
equal to the dividend that would have been paid on the RSUs had
they been converted into the same number of shares of Stock and
held by the Participant on the record date of such dividend (the
“ Dividend Equivalent
”). Any cash payment due to the Participant pursuant to
this Section 3 shall be made within thirty (30) days of
the record date of the dividend.
4.
Restrictions on Transfer
. The RSUs may not be transferred, alienated, assigned,
pledged, hypothecated or encumbered, in any way, whether
voluntarily or involuntarily or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable
proceeding (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect.
5.
Vesting .
(a)
Except as may be
accelerated as set forth in the Plan or as set forth below, the
RSUs shall fully vest on [date three years after Award Date] if the
Participant is continuously employed by the Corporation or an
Affiliate through such vesting date.
(b)
Upon the
Participant’s Termination due to death, Disability (as
defined below) or Retirement (as defined below), to the extent not
previously forfeited, the RSUs shall be fully vested.
(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 some or all of the RSUs in accordance with the terms 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.
(d)
To the extent any RSUs
have not vested upon the Participant’s Termination for any
reason other than death, Disability or Retirement, those RSUs shall
be immediately forfeited upon such Termination. Upon such
forfeiture, the Participant shall no longer be entitled to receive
Dividend Equivalents on such RSUs.
1
“ 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).
“ 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).
6.
Conversion of RSUs into
Stock . On the Conversion Date (as defined below),
the RSUs shall be converted into an equivalent number of shares of
Stock that will be issued to the Participant, or in the event of
the Participant’s death, the Participant’s
beneficiary. Promptly after the conversion date, certificates
of such shares of Stock shall be delivered to the Participant.
The “ Conversion
Date ” shall be the date of vesting as set
forth in Section 5 ; provided , however ,
that if on the date of such vesting the Participant is prohibited
from trading in the Corporation’s securities pursuant to
applicable securities laws and/or the Corporation’s policy on
securities trading and disclosure of confidential information, the
Conversion Date shall be, in the determination of the Committee,
the earlier of (i) the first date the Participant is no
