Terms, Conditions and Restrictions

Date of Grant: February 22, 2017

Employee:

Account Number:

No. of Restricted Stock Units:     

Accepted by Employee                        

_____________________________

AEGION CORPORATION

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conditions of the EPP (the “Performance Restrictions”). The Performance Restrictions shall lapse upon certification by the Compensation Committee that the Performance Goal is satisfied in full. The “Performance Goal” for this Agreement and the award of Restricted Stock Units hereunder shall be the Company achieving the Net Income (as defined below) target on Appendix A for the year ending December 31, 2017. The Performance Goal shall be deemed to be satisfied in the event a “Change in Control” (as defined in Section 4 hereof) shall occur prior to certification by the Compensation Committee of the financial results for the year ending December 31, 2017.

For purposes of this Agreement, “Net Income” shall be defined as “net income before extraordinary items” of the Company, which shall mean the consolidated net income of the Company during the fiscal year, as determined by the Compensation Committee in conformity with accounting principles generally accepted in the United States of America and contained in financial statements that are subject to an audit report of the Company’s independent public accounting firm, but excluding: (a) operating results of and/or losses associated with the write-down of assets of a subsidiary, business unit or division that has been designated by the Board of Directors as a discontinued business operation or to be liquidated; (b) gains or losses on the sale of any subsidiary, business unit or division, or the assets or business thereof; (c) gains or losses from the disposition of material capital assets (other than in a transaction described in clause (b)) or the refinancing of indebtedness, including, among other things, any make-whole payments and prepayment fees; (d) losses associated with the write-down of goodwill or other intangible assets of the Company due to the determination under applicable accounting standards that the assets have been impaired; (e) gains or losses from material property casualty occurrences or condemnation awards taking into account the proceeds paid by insurance companies and other third parties in connection with the casualty or condemnation; (f) any income statement effect resulting from a change in tax laws, accounting principles (including, without limitation, generally accepted accounting principles), regulations, or other laws regulations affecting reported results, except, in each case, to the extent the effect of such a change is already reflected in the target Net Income amount; (g) reorganization or restructuring charges and acquisition- or divestiture-related transaction expenses and costs; (h) any gains or losses from unusual nonrecurring or extraordinary items; (i) operating results of any entity or business acquired or disposed of during such year, except, in the case of an acquisition, to the extent such entity or business was included in the Company’s operating business plan for such year or, in the case of a disposition, to the extent such entity or business was not included in the Company’s operating business plan for such year; (j) any gain or loss resulting from currency fluctuations or translations as set forth in the Aegion Corporation Foreign Exchange Rate Policy for Annual Incentive Plan and Long Term Incentive Plan; (k) any other material income or loss item the realization of which is not directly attributable to the actions of current senior management of the Company; and (l) the income taxes (benefits) of any of the above-designated gains or losses.

The Compensation Committee shall have final authority with respect to the determination of “Net Income” and, in exercising such authority, may consult with the Company’s independent auditor and/or Audit Committee as it deems necessary and advisable.

dividing (i) the number of whole calendar months (e.g., July 1 through July 31) of your employment with the Company or one of its subsidiaries during the period beginning on the Date of Award and ending on the date of termination of your employment by (ii) 36; and (b) multiplying the percentage determined under subsection (a) immediately above by the number of Restricted Stock Units awarded to you pursuant to this Agreement;

For purposes of this Agreement, termination of your employment shall occur only when you are no longer an employee of the Company, the Successor and/or any of their subsidiaries and are no longer a director of the Company, the Successor and/or any of their subsidiaries.

Except as provided above, upon the termination of your employment, you shall forfeit all unvested Restricted Stock Units awarded to you hereunder.

For purposes of this Agreement,

“Cause” shall mean:

(i) the acquisition by one person, or more than one person acting as a group, in a transaction or series of related transactions, of ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 30% of the total fair market value or total voting power of the stock of the Company; and/or

sale.

For purposes hereof, “person” shall mean any person, entity or “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except that such term shall not include (a) the Company or any of its affiliates; (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, (d) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportion as their ownership of stock of the Company, or (e) a person or group as used in Rule 13d-1(b) under the Exchange Act.

“Disability” shall mean that you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

“Good Reason” shall mean, without your express written consent, the occurrence after a Change in Control of any one or more of the following:

“Substitute Equivalent Award” shall mean an award that the Successor may substitute for the Restricted Stock Units awarded pursuant to this Agreement that:

Subject to applicable law, you may designate a beneficiary or beneficiaries from time to time, and you may change your designated beneficiary(ies). A beneficiary may be a trust. A beneficiary designation must be made in writing in a form prescribed by the Company and delivered to the Company while you are alive. If you do not have a designated beneficiary surviving at the time of your death, any transfer of shares of Common Stock will be made to your surviving spouse, if any, and if you do not have a surviving spouse, then to your estate.

Subject to Sections 3 and 4 above, if there is any change in the Common Stock by reason of stock dividends, split-ups, mergers, consolidations, reorganizations, combinations or exchanges of shares or the like, the number of Restricted Stock Units credited to your Restricted Stock Unit Account shall be adjusted appropriately so that the number of Restricted Stock Units reflected in your Restricted Stock Unit Account after such an event shall equal the number of shares of Common Stock a stockholder would own after such an event if the stockholder, at the time such an event occurred, had owned shares of Common Stock equal to the number of Restricted Stock Units reflected in your Restricted Stock Unit Account immediately before such an event.

Any suit or other legal action to enforce the terms of this Agreement or any document or agreement referenced herein must be brought in the St. Louis County, Missouri Circuit Court or (if federal jurisdiction exists) the U.S. District Court for the Eastern District of Missouri. You agree that venue and personal jurisdiction are proper in either such court, and waive all objections to jurisdiction and venue and any defense or claim that either such forum is not the most convenient forum.