Terms, Conditions and Restrictions

 

[Aegion Logo]

Date of Grant: February 18, 2015     

Employee:

Account Number:

No. of Restricted Stock Units:     

Accepted by Employee:    

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AEGION CORPORATION

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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 other material income or loss item the realization of which is not directly attributable to the actions of current senior management of the Company; (g) any income statement effect resulting from a change in generally accepted accounting principles, except to the extent the effect of such a change is already reflected in the target Net Income amount; (h) restructuring charges and acquisition related transaction costs; and (i) the income taxes (benefits) of any of the above-designated gains or losses. In addition, Net Income shall exclude the operating results of any entity or business acquired during 2015, except to the extent such entity or business was included in the Company’s 2015 business plan.

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.

4. Vesting Period. If the Performance Restriction is met and so as long as there is no termination of your employment, your Restricted Stock Units (or a “Substitute Equivalent Award” (as defined in this Section 4 below) in the case of a Change in Control) shall vest upon the first to occur of any of the following events during your continuous employment with the Company or one of its subsidiaries:

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:

“Change in Control” shall mean:

Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

“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.

or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void and of no force or effect and shall result in a forfeiture of all affected Restricted Stock Units.

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.

15. Forfeiture of Restricted Stock Units; Recoupment. You understand and agree that your right to receive and retain the Restricted Stock Units granted herein (and the benefits thereof) is conditioned on your compliance with the terms of this Agreement and any agreement referenced herein. In the event you violate this Agreement or any other agreement referenced herein, then in addition to and not in lieu of any other rights and remedies available to the Company for such breach, all of which are expressly reserved, the Company may (i) declare a forfeiture of, and cancel, all Restricted Stock Units; and (ii) recover from you any and all shares of common stock distributed as a result of any of the Restricted Stock Units vesting, or an amount equal to the value of the same, with the value being the fair market value of the common stock at the close of business on the date such shares of common stock were distributed as a result of such Restricted Stock Units vesting.