ORION MARINE GROUP, INC. LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT
ORION MARINE GROUP, INC.
LONG TERM INCENTIVE PLAN
LONG TERM INCENTIVE PLAN
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of
Grant of Stock Option (“Notice of Grant”) by and between Orion Marine Group, Inc., a Delaware
corporation (the “Company”), and you:
WHEREAS, the Company, in order to induce you to enter into and continue in dedicated service
to the Company and to materially contribute to the success of the Company, agrees to grant you an
option to acquire an interest in the Company through the purchase of shares of Stock of the
Company;
WHEREAS, the Company adopted the Orion Marine Group, Inc. Long Term Incentive Plan as it may
be amended from time to time (the “Plan”) under which the Company is authorized to grant Stock
Options to certain employees and service providers of the Company;
WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this stock
option agreement (the “Agreement”) as if fully set forth herein and terms capitalized but not
defined herein shall have the meaning set forth in the Plan; and
WHEREAS, you desire to accept the Option created pursuant to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other
valuable consideration hereinafter set forth, the parties agree as follows:
1. The Grant. Subject to the conditions set forth below, the Company hereby grants to
you, effective as of the Date of Grant set forth in the Notice of Grant, as a matter of separate
inducement and not in lieu of any salary or other compensation for your services for the Company,
the right and option to purchase (the “Option”), in accordance with the terms and conditions set
forth herein and in the Plan, an aggregate of the number of shares of Stock set forth in the Notice
of Grant (the “Option Shares”), at the Exercise Price set forth in the Notice of Grant.
2. Exercise.
(a) Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested
Shares.” The Option shall in all events terminate at the close of business on the tenth (10)
anniversary of the date of this Agreement (the “Expiration Date”). Subject to other terms and
conditions set forth herein, the Option may be exercised in cumulative installments in accordance
with the vesting schedule set forth in the Notice of Grant, provided that you remain in the employ
of or a service provider to the Company or its Subsidiaries until the applicable dates set forth
therein.
(b) Subject to the relevant provisions and limitations contained herein and in the Plan, you
may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at
any time prior to the termination of the Option pursuant to this Option
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Agreement. No less than 100 Vested Shares may be purchased at any one time unless the number
purchased is the total number of Vested Shares at that time purchasable under the Option. In no
event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a
Vested Share.
(c) Any exercise by you of the Option shall be in writing addressed to the Secretary of the
Company at its principal place of business. Exercise of the Option shall be made by delivery to
the Company by you (or other person entitled to exercise the Option as provided hereunder) of (i)
an executed “Notice of Stock Option Exercise,” and (ii) payment of the aggregate purchase price for
shares purchased pursuant to the exercise.
(d) Payment of the Exercise Price may be made, at your election, with the approval of the
Company, (i) in cash, by certified or official bank check or by wire transfer of immediately
available funds, (ii) by delivery to the Company of a number of shares of Stock having a Fair
Market Value as of the date of exercise equal to the Exercise Price, (iii) by the delivery of a
note, or (iv) by net issue exercise, pursuant to which the Company will issue to you a number of
shares of Stock as to which the Option is exercised, less a number of shares with a Fair Market
Value as of the date of exercise equal to the Exercise Price.
(e) If you are on leave of absence for any reason, the Company may, in its sole discretion,
determine that you will be considered to still be in the employ of or providing services for the
Company, provided that rights to the Option will be limited to the extent to which those rights
were earned or vested when the leave or absence began.
(f) The terms and provisions of the employment agreement, if any, between you and the Company
or any Subsidiary (the “Employment Agreement”) that relate to or affect the Option are incorporated
herein by reference. Notwithstanding the foregoing provisions of this Section 2 or Section 3, in
the event of any conflict or inconsistency between the terms and conditions of this Section 2 or
Section 3 and the terms and conditions of the Employment Agreement, the terms and conditions of the
Employment Agreement shall be controlling.
3. Effect of Termination of Service on Exercisability. Except as provided in Sections
6 and 7 or an Employment Agreement, this Option may be exercised only while you continue to perform
services for the Company or any Subsidiary and will terminate and cease to be exercisable upon
termination of your service, except as follows:
(a) Termination on Account of Disability. If your service with the Company or any
Subsidiary terminates by reason of disability (within the meaning of section 22(e)(3) of the Code),
this Option may be exercised by you (or your estate or the person who acquires this Option by will
or the laws of descent and distribution or otherwise by reason of your death) at any time during
the period ending on the earlier to occur of (i) the date that is one year following such
termination, or (ii) the Expiration Date, but only to the extent this Option was exercisable for
Vested Shares as of the date your service so terminates.
(b) Termination on Account of Death. If you cease to perform services for the Company
or any Subsidiary due to your death, your estate, or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of your death, may
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exercise this Option at any time during the period ending on the earlier to occur of (i) the
date that is one year following your death, or (ii) the Expiration Date, but only to the extent
this Option was exercisable for Vested Shares as of the date of your death.
(c) Termination not for Cause. If your service with the Company or any Subsidiary
terminates for any reason other than as described in Sections 3(a) or (b), unless such service is
terminated for Cause (as defined below), this Option may be exercised by you at any time during the
period ending on the earlier to occur of (i) the date that is three months following your
termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option
by will or the laws of descent and distribution or otherwise by reason of your death) during a
period of one year following your death if you die during such three-month period, but in each such
case only to the extent this Option was exercisable for Vested Shares as of the date of your
termination. “Cause” means “cause” as defined in your Employment Agreement, or in the absence of
such an agreement or such a definition, “Cause” will mean a determination by the Committee that you
(A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other
than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal
profit, (B) have failed to satisfactorily perform your duties and responsibilities for the Company
or any Affiliate, (C) have been convicted of, or plead nolo contendere to, any felony or a crime
involving moral turpitude, (D) have engaged in negligence or willful misconduct in the performance
of your duties, including but not limited to willfully refusing without proper legal reason to
perform your duties and responsibilities, (E) have materially breached any corporate policy or code
of conduct established by the Company or any Subsidiary as such policies or codes may be adopted
from time to time, (F) have violated the terms of any confidentiality, nondisclosure, intellectual
property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any
other agreement between you and the Company or any Subsidiary related to your service with the
Company or any Subsidiary, or (G) have engaged in conduct that is likely to have a deleterious
affect on the Company or any Subsidiary or their legitimate business interests, including but not
limited to their goodwill and public image.
4. Transferability. The Option, and any rights or interests therein will be
transferable by you only to the extent approved by the Committee in conformance with Section 10(a)
of the Plan.
5. Compliance with Securities Law. Notwithstanding any provision of this Agreement to
the contrary, the grant of the Option and the issuance of Stock will be subject to compliance with
all applicable requirements of federal, state, and foreign securities laws and with the
requirements of any stock exchange or market system upon which the Stock may then be listed. The
Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable federal, state, or foreign securities laws or other law or regulations
or the requirements of any stock exchange or market system upon which the Stock may then be listed.
In addition, the Option may not be exercised unless (a) a registration statement under the
Securities Act of 1933, as amended (the “Act”), is at the time of exercise of the Option in effect
with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal
counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance
with the terms of an applicable exemption from the registration requirements of the Act. YOU ARE
CAUTIONED THAT THE OPTION MAY NOT BE
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EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO
EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option
will relieve the Company of any liability in respect of the failure to issue or sell such shares as
to which such requisite authority has not been obtained. As a condition to the exercise of the
Option, the Company may require you to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect to such compliance as may be requested by the Company.
6. Extension if Exercise Prevented by Law. Notwithstanding Section 3, if the exercise
of the Option within the applicable time periods set forth in Section 3 is prevented by the
provisions of Section 5, the Option will remain exercisable until 30 days after the date you are
notified by the Company that the Option is exercisable, but in any event no later than the
Expiration Date. The Company makes no representation as to the tax consequences of any such
delayed exercise. You should consult with your own tax advisor as to the tax consequences of any
such delayed exercise.
7. Extension if You are Subject to Section 16(b). Notwithstanding Section 3, if a
sale within the applicable time periods set forth in Section 3 of shares acquired upon the exercise
of the Option would subject you to suit under Section 16(b) of the Securities Exchange Act of 1934,
as amended, the Option will remain exercisable until the earliest to occur of (a) the 10th day
following the date on which a sale of such shares by you would no longer be subject to such suit,
(b) the 190th day after your termination of service with the Company and any Subsidiary, or (c) the
Expiration Date. The Company makes no representation as to the tax consequences of any such
delayed exercise. You should consult with your own tax advisor as to the tax consequences of any
such delayed exercise.
8. Withholding Taxes. The Committee may, in its discretion, require you to pay to the
Company at the time of the exercise of an Option or thereafter, the amount that the Committee deems
necessary to satisfy the Company’s current or future obligation to withhold federal, state or local
income or other taxes that you incur by exercising an Option. In connection with such an event
requiring tax withholding, you may (a) direct the Company to withhold from the shares of Stock to
be issued to you the number of shares necessary to satisfy the Company’s obligation to withhold
taxes, that determination to be based on the shares’ Fair Market Value as of the date of exercise;
(b) deliver to the Company sufficient shares of Stock (based upon the Fair Market Value as of the
date of such delivery) to satisfy the Company’s tax withholding obligation; or (c) deliver
sufficient cash to the Company to satisfy its tax withholding obligations. If you elect to use a
Stock withholding feature you must make the election at the time and in the manner that the
Committee prescribes. The Committee may, at its sole option, deny your request to satisfy
withholding obligations through shares of Stock instead of cash. In the event the Committee
subsequently determines that the aggregate Fair Market Value (as determined above) of any shares of
Stock withheld or delivered as payment of any tax withholding obligation is insufficient to
discharge that tax withholding obligation, then you shall
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pay to the Company, immediately upon the Committee’s request, the amount of that deficiency in
the form of payment requested by the Committee.
9. Status of Stock. With respect to the status of the Stock, at the time of execution
of this Agreement you understand and agree to all of the following:
(a) You understand that at the time of the execution of this Agreement the shares of Stock to
be issued upon exercise of this Option have not been registered under the Act or any state
securities law and that the Company does not currently intend to effect any such registration. In
the event exemption from registration under the Act is available upon an exercise of this Option,
you (or such other person permitted to exercise this Option if applicable), if requested by the
Company to do so, will execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to ensure compliance with applicable securities laws.
(b) You agree that the shares of Stock that you may acquire by exercising this Option will be
acquired for investment without a view to distribution, within the meaning of the Act, and will not
be sold, transferred, assigned, pledged, or hypothecated in the absence of an effective
registration statement for the shares under the Act and applicable state securities laws or an
applicable exemption from the registration requirements of the Act and any applicable state
securities laws. You also agree that the shares of Stock that you may acquire by exercising this
Option will not be sold or otherwise disposed of in any manner that would constitute a violation of
any applicable securities laws, whether federal or state.
(c) You agree that (i) the Company may refuse to register the transfer of the shares of Stock
purchased under this Option on the stock transfer records of the Company if such proposed transfer
would in the opinion of counsel satisfactory to the Company constitute a violation of any
applicable securities law and (ii) the Company may give related instructions to its transfer agent,
if any, to stop registration of the transfer of the shares of Stock purchased under this Option.
10. Adjustments. The terms of the Option shall be subject to adjustment from time to
time, in accordance with the following provisions:
(a) If at any time, or from time to time, the Company shall subdivide as a whole (by
reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock or
otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock,
then (i) the number of shares of Stock (or other kind of securities) that may be acquired under the
Option shall be increased proportionately and (ii) the Exercise Price for each share of Stock (or
other kind of shares or securities) subject to the then outstanding Option shall be reduced
proportionately, without changing the aggregate purchase price or value as to which the outstanding
Option remains exercisable or subject to restrictions.
(b) If at any time, or from time to time, the Company shall consolidate as a whole (by
reclassification, reverse Stock split or otherwise) the number of shares of Stock then outstanding
into a lesser number of shares of Stock, (i) the number of shares of Stock (or other kind of shares
or securities) that may be acquired under the Option shall be decreased
5
proportionately and (ii) the Exercise Price for each share of Stock (or other kind of shares
or securities) subject to the then outstanding Option shall be increased proportionately, without
changing the aggregate purchase price or value as to which the outstanding Option remains
exercisable or subject to restrictions.
(c) Whenever the number of shares of Stock subject to the Option and the price for each share
of Stock subject to the Option are required to be adjusted as provided in this Section 6, the
Committee shall promptly prepare a notice setting forth, in reasonable detail, the event requiring
adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and
the change in price and the number of shares of Stock, other securities, cash, or property
purchasable by you pursuant to the exercise of the Option or subject to the Option after giving
effect to the adjustments. The Committee shall promptly give you such a notice.
(d) Adjustments under this Section 10 shall be made by the Committee, and its determination as
to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive.
No fractional interest shall be issued under the Plan on account of any such adjustments.
11. Lock-Up Period. You hereby agrees that, if so requested by the Company or any
representative of the underwriters (the “Managing Underwriter”) in connection with any registration
of the offering of any securities of the Company under the Act, you will not sell or otherwise
transfer any Option Shares or other securities of the Company during the 180-day period (or such
other period as may be requested in writing by the Managing Underwriter and agreed to in writing by
the Company) (the “Market Standoff Period”) following the effective date of a registration
statement of the Company filed under the Act. Such restriction will apply only to the first
registration statement of the Company to become effective under the Act that includes securities to
be sold on behalf of the Company to the public in an underwritten public offering under the Act.
The Company may impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such Market Standoff Period.
12. Stockholder Agreement. The Committee may, in its sole discretion, condition the
delivery of Stock pursuant to the exercise of this Option upon your entering into a stockholder
agreement in such form as approved from time to time by the Board.
13. Legends. The Company may at any time place legends, referencing any restrictions
imposed on the shares pursuant to Sections 9 and 11 of this Agreement, and any applicable federal,
state or foreign securities law restrictions, on all certificates representing shares of Stock
subject to the provisions of this Agreement.
14. Notice of Sales Upon Disqualifying Disposition of ISO. If the Option is
designated as an Incentive Stock Option in the Notice of Grant, you must comply with the provisions
of this Section. You must promptly notify the Chief Financial Officer of the Company if you
dispose of any of the shares acquired pursuant to the Option within one year after the date you
exercise all or part of the Option or within two years after the Date of Grant. Until such time as
you dispose of such shares in a manner consistent with the provisions of this Agreement, unless
otherwise expressly authorized by the Company, you must hold all shares acquired pursuant to the
Option in your name (and not in the name of any nominee) for the one-
6
year period immediately after the exercise of the Option and the two-year period immediately
after the Date of Grant. At any time during the one-year or two-year periods set forth above, the
Company may place a legend on any certificate representing shares acquired pursuant to the Option
requesting the transfer agent for the Company’s stock to notify the Company of any such transfers.
Your obligation to notify the Company of any such transfer will continue notwithstanding that a
legend has been placed on the certificate pursuant to the preceding sentence.
15. Right to Terminate Services. Nothing contained in this Agreement shall confer
upon you the right to continue in the employ of or performing services for the Company or any
Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate
your employment or service relationship at any time.
16. Furnish Information. You agree to furnish to the Company all information
requested by the Company to enable it to comply with any reporting or other requirement imposed
upon the Company by or under any applicable statute or regulation.
17. Remedies. The Company shall be entitled to recover from you reasonable attorneys’
fees incurred in connection with the enforcement of the terms and provisions of this Agreement
whether by an action to enforce specific performance or for damages for its breach or otherwise.
18. No Liability for Good Faith Determinations. The Company and the members of the
Committee and the Board shall not be liable for any act, omission or determination taken or made in
good faith with respect to this Agreement or the Option granted hereunder.
19. Execution of Receipts and Releases. Any payment of cash or any issuance or
transfer of shares of Stock or other property to you, or to your legal representative, heir,
legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be
in full satisfaction of all claims of such persons hereunder. The Company may require you or your
legal representative, heir, legatee or distributee, as a condition precedent to such payment or
issuance, to execute a release and receipt therefore in such form as it shall determine.
20. No Guarantee of Interests. The Board and the Company do not guarantee the Stock
of the Company from loss or depreciation.
21. Company Records. Records of the Company regarding your service and other matters
shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.
22. Notice. All notices required or permitted under this Agreement must be in writing
and personally delivered or sent by mail and shall be deemed to be delivered on the date on which
it is actually received by the person to whom it is properly addressed or if earlier the date sent
via certified mail.
23. Waiver of Notice. Any person entitled to notice hereunder may, by written form,
waive such notice.
7
24. Information Confidential. As partial consideration for the granting of this
Option, you agree that you will keep confidential all information and knowledge that you have
relating to the manner and amount of your participation in the Plan; provided, however, that such
information may be disclosed as required by law and may be given in confidence to your spouse, tax
and financial advisors. In the event any breach of this promise comes to the attention of the
Company, it shall take into consideration that breach in determining whether to recommend the grant
of any future similar award to you, as a factor weighing against the advisability of granting any
such future award to you.
25. Successors. This Agreement shall be binding upon you, your legal representatives,
heirs, legatees and distributees, and upon the Company, its successors and assigns.
26. Severability. If any provision of this Agreement is held to be illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but
such provision shall be fully severable and this Agreement shall be construed and enforced as if
the illegal or invalid provision had never been included herein.
27. Company Action. Any action required of the Company shall be by resolution of the
Board or by a person authorized to act by resolution of the Board.
28. Headings. The titles and headings of paragraphs are included for convenience of
reference only and are not to be considered in construction of the provisions hereof.
29. Governing Law. All questions arising with respect to the provisions of this
Agreement shall be determined by application of the laws of Delaware, without giving any effect to
any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal
law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable
laws and to the approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Stock.
30. Word Usage. Words used in the masculine shall apply to the feminine where
applicable, and wherever the context of this Agreement dictates, the plural shall be read as the
singular and the singular as the plural.
31. No Assignment. You may not assign this Agreement or any of your rights under this
Agreement without the Company’s prior written consent, and any purported or attempted assignment
without such prior written consent shall be void.
32. Acknowledgements Regarding Section 409A and Section 422 of the Code. You
understand that if the purchase price of the Stock under this Option is less than the Fair Market
Value of such Stock on the date of grant of this Option, then you may incur adverse tax
consequences under section 409A and Section 422 of the Code. You acknowledge and agree that (a)
you are not relying upon any determination by the Company, its affiliates, or any of their
respective employees, directors, officers, attorneys or agents (collectively, the “Company
Parties”) of the Fair Market Value of the Stock on the Date of Grant, (b) you are not relying upon
any written or oral statement or representation of the Company Parties regarding the tax effects
associated with your execution of this Agreement and your receipt, holding and exercise of this
8
Option, and (c) in deciding to enter into this Agreement, you are relying on your own judgment
and the judgment of the professionals of your choice with whom you have consulted. You hereby
release, acquit and forever discharge the Company Parties from all actions, causes of actions,
suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature
whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax
effects associated with your execution of this Agreement and your receipt, holding and exercise of
this Option.
33. Miscellaneous.
(a) This Agreement is subject to all the terms, conditions, limitations and restrictions
contained in the Plan. In the event of any conflict or inconsistency between the terms hereof and
the terms of the Plan, the terms of the Plan shall be controlling.
(b) The Option may be amended by the Board or by the Committee at any time (i) if the Board or
the Committee determines, in its sole discretion, that amendment is necessary or advisable in light
of any addition to or change in any federal or state, tax or securities law or other law or
regulation, which change occurs after the Date of Grant and by its terms applies to the Option; or
(ii) other than in the circumstances described in clause (i) or provided in the Plan, with your
consent.
(c) If this Option is intended to be a incentive stock option designed pursuant to section 422
of the Code, then in the event the Option Shares (and all other options designed pursuant to
section 422 of the Code granted to you by the Company or any parent of the Company or Subsidiary)
that first become exercisable in any calendar year have an aggregate fair market value (determined
for each Option Share as of the Date of Grant) that exceeds $100,000, the Option Shares in excess
of $100,000 shall be treated as subject to a Nonstatutory Stock Option.
[Remainder of page intentionally left blank]
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Please indicate your acceptance of all the terms and conditions of the Award and the Plan by
signing and returning a copy of this Agreement.
| ORION MARINE GROUP, INC., | ||||
| a Delaware Corporation | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
ACCEPTED: |
||
Date: , ____
10
, 20___
NOTICE OF GRANT OF STOCK OPTION
Pursuant to the terms and conditions of the Orion Marine Group, Inc. Long Term Incentive Plan,
attached as Appendix A (the “Plan”), and the associated Stock Option Agreement, attached as
Appendix B (the “Option Agreement”), you are hereby granted an option (this “Option”) to
purchase shares of Stock under the conditions set forth below, in the Option Agreement, and in the
Plan. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
Type of Option:
|
Check one (and only one) of the following: | |
o Incentive Stock Option (This Option is
intended to be an Incentive Stock Option (as defined in
the Plan).) |
||
o Nonstatutory Stock Option (This Option
is not intended to be an Incentive Stock Option (as
defined in the Plan).) |
||
Optionee:
|
||
Date of Grant:
|
, 20___ (“Date of Grant”) | |
Number of Shares:
|
||
Option Price:
|
$ per share | |
| Note: In the case of an Incentive Stock Option, the Option Price must be at least 100% (or, in the case of a 10% shareholder of the Company, 110%) of the Fair Market Value (as defined in the Plan) of a share of Stock on the Date of Grant. | ||
Expiration Date:
|
, 20___ | |
| Note: In the case of an Incentive Stock Option, this date cannot be more than ten years (or in the case of a 10% shareholder of the Company, more than five years) from the Date of Grant. |
Page 2
, 20___
Vesting Schedule:
|
Subject to the other terms and conditions set forth herein, the Option Agreement and in the Plan, this Option may be exercised in cumulative installments as follows, provided that you remain in the employ of or a service provider to the Company or its Subsidiaries until the following applicable dates: (a) this Option will become exercisable with respect to 1/3 of the Option Shares on the one year anniversary of the Date of Grant, and (b) this Option will become exercisable with respect to 1/36 of the Options Shares on each monthly anniversary of the Date of Grant thereafter such that this Option will be exercisable with respect to 100% of the Option Shares as of the three year anniversary of the Date of Grant. | |
| [NOTE: ADDITIONAL VESTING EVENTS MAY BE ADDED.] |
By your signature and the signature of the Company’s representative below, you and the Company
hereby acknowledge your receipt of this Option granted on the Grant Date indicated above, which has
been issued to you under the terms and conditions of the Plan and the Option Agreement. You
further acknowledge receipt of the copy of the Plan and Option Agreement and agree to all of the
terms and conditions of the Plan and the Option Agreement, which are incorporated in this Option by
reference.
Note: To accept the grant of this Option, you must execute this form and return an executed copy
to (the “Designated Recipient”) by . Failure to return the executed
copy to the Designated Recipient by such date will render this Option invalid.
By: |
||||
Name:
|
||||
Title:
|
||||
Accepted by:
[GRANTEE]
By: |
||||
Date:
|
||||
[DESIGNATED RECIPIENT]
By: |
||||
Date Received:
|
||||
| Attachments: | Appendix A – Orion Marine Group, Inc. Long Term Incentive Plan Appendix B – Stock Option Agreement |
Appendix A
Orion Marine Group, Inc. Long Term Incentive Plan
Orion Marine Group, Inc. Long Term Incentive Plan
Notice Of Stock Option Exercise
| Optionee Information: | ||||||
Name:
|
Social Security Number: | - - | ||||
Address:
|
Employee Number: | |||||
| Option Information: | ||||||
| Date of Grant: , ____, 20 ___ | Type of Option: | o Nonstatutory (NSO) or | ||||
| o Incentive (ISO) | ||||||
| Exercise Price per share: $ | ||||||
| Total number of shares of common stock (“Stock”) of (the “Company”) covered by option: | shares | |||||
| Exercise Information: | ||||||
| Number of shares of Stock of the Company for which option is being exercised now: (These shares are referred to below as the “Purchased Shares.”) | ||||||
| Total Exercise Price for the Purchased Shares: | $ | |||||
| Form of payment enclosed [check all that apply]: | ||||||
| o | Check for $ ,
made
payable to “ ” |
o Certificate(s) for shares of
Stock of the Company that I have owned for at least six months. (These shares will be valued as of the date this notice is received by the Company.) |
||||
| Names in which the Purchased Shares should be registered [you must check one]: | ||||||
o
|
In my name only | |||||
| o | In the names of my spouse and myself as community property | My spouse’s name (if applicable): |
||||
o
|
In the names of my spouse and myself as joint tenants with the right of survivorship | |||||
| The certificate for the Purchased Shares should be sent to the following address: | ||||||
By: |
||||||
Name:
|
||||||
Date:
|
||||||
