UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 13,
2009
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-33891
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26-0097459
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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12000
Aerospace, Suite 300.
Houston,
Texas 77034
(Address
of principal executive offices)
(713)
852-6500
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Item
9.01 Financial
Statements and Exhibits
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EXHIBIT
INDEX
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SIGNATURES
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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As discussed in Orion Marine Group,
Inc.'s (the "Company") Current Report on Form 8-K filed on September 2, 2009, J.
Cabell Acree III, separated from the Company as its Vice President, General
Counsel and Secretary, effective August 28, 2009.
On October
13, 2009, the “Company entered into a Separation Agreement and Release (the
“Agreement”) with Mr. Acree.
The terms of
the Agreement provide for a one-time, lump-sum severance payment to Mr. Acree of
$116,437.62, payable within 10 days of October 21, 2009, and the
Company will pay or reimburse 50% of the cost of continuation coverage premiums
under the Company’s group health plan for up to six months. In
addition, the Company will provide for the vesting of 417 stock options, held by
Mr. Acree, which were scheduled to vest on August 31, 2009 (with an exercise
price of $14.05 per share), and will accelerate the vesting of 3,783 stock
options which were scheduled to vest on October 7, 2009 (with an exercise price
of $6.00 per share). All other unvested stock options granted to Mr. Acree under
the Company’s Long Term Incentive Plan shall be forfeited or
surrendered. Mr. Acree’s vested options, including the options
vesting pursuant to the Agreement, will be exercisable for the 90 day period
following the end of the lock up period, subject to extension, agreed to by
Mr. Acree in connection with the Company’s recent public offering of its common
stock, as described in the prospectus filed on August 13, 2009.
Mr. Acree may revoke his acceptance of
the Agreement within seven calendar days following the execution of the
Agreement, and the Agreement is not effective or enforceable until the
revocation period has elapsed.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits:
Exhibit
Number Description
10.01 Separation
Agreement and Release dated October 13, 2009
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Orion
Marine Group, Inc.
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Dated: October
19,2009
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By:
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/s/
Mark R. Stauffer
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Executive
Vice President and Chief Financial
Officer
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