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): December 4,
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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On December 4, 2009, Orion Marine
Group, Inc. (the “Company”) entered into employment agreements with each of J.
Michael Pearson, President and Chief Executive Officer of the Company and Mark
R. Stauffer, Executive Vice President and Chief Financial Officer of the
Company. The employment agreements include the following material
provisions for each executive:
J. Michael Pearson
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o
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Initial
term expiring December 31, 2011;
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o
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Annual
base salary of $416,000;
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o
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Eligibility
for bonuses and perquisites as determined by the Company’s Board of
Directors;
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o
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One-time
signing bonus of $20,000, payable within 30 days of the date of the
employment agreement;
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o
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Monthly
car allowance of $1,250
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o
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In
the event of Termination without Cause or for Good Reason not during a
protection period, Mr. Pearson will receive severance benefits
of:
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§
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(1)
Continued payment of his base salary for a period of twelve months, in
accordance with the Company’s standard payroll practices; (2) Monthly
payment for a period of twelve months of $2,500 to cover transitional
expenses; (3) Monthly payment for a period of twelve months of the monthly
car allowance; plus (4)Lump sum payment equal to the most recent bonus
awarded to Mr. Pearson in accordance with the Executive Incentive Plan
(“EIP”) or any replacement plan.
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o
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In
the event of Termination without Cause or for Good Reason during a
protection period, Mr. Pearson will receive severance benefits
of:
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§
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A
severance payment, payable in a lump sum, of (1) thirty-six months of his
base salary; (2) thirty-six months of $2,500 for transitional expenses;
(3) thirty six times Mr. Pearson’s monthly car allowance, plus (4) three
times the most recent bonus awarded to Mr. Pearson pursuant to the EIP or
any replacement plan.
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The foregoing description of Mr.
Pearson’s employment agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the employment agreement, a
copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Mark R. Stauffer
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o
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Initial
term expiring December 31, 2010;
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o
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Annual
base salary of $265,000;
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o
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Eligibility
for bonuses and perquisites as determined by the Company’s Board of
Directors;
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o
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One-time
signing bonus of $20,000, payable within 30 days of the date of the
employment agreement;
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o
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Monthly
car allowance of $950
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o
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In
the event of Termination without Cause or for Good Reason not during a
protection period, Mr. Stauffer will receive severance benefits
of:
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§
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(1)
Continued payment of his base salary for a period of twelve months, in
accordance with the Company’s standard payroll practices; (2) Monthly
payment for a period of twelve months of $2,500 to cover transitional
expenses; (3) Monthly payment for a period of twelve months of the monthly
car allowance; plus (4) Lump sum payment equal to the most recent bonus
awarded to Mr. Stauffer in accordance with the EIP or any replacement
plan.
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o
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In
the event of Termination without Cause or for Good Reason during a
protection period, Mr. Stauffer will receive severance benefits
of:
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§
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A
severance payment, payable in a lump sum, of (1) thirty-six months of his
base salary; (2) thirty-six months of $2,500 for transitional expenses;
(3) thirty six times Mr. Stauffer’s monthly car allowance, plus (4) three
times the most recent bonus awarded to Mr. Stauffer pursuant to the EIP or
any replacement plan.
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The foregoing description of Mr.
Stauffer’s employment agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the employment agreement, a
copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits:
Exhibit
Number Description
10.1 Employment
Agreement dated December 4, 2009 between Orion Marine Group, Inc. andJames M. Pearson
10.2 Employment
Agreement dated December 4, 2009 between Orion Marine Group, Inc. andMark R. Stauffer
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: December
10, 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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