Management Annual Incentive Plan, effective January 1, 2019

This Management Annual Incentive Plan (the “Plan”) of Aegion Corporation (the “Company”) is effective as of the 1^st day of January 2019.

A committee comprised of the Company’s Chief Executive Officer, General Counsel, Chief Financial Officer and Senior Vice President - Human Resources (together, the “Plan Committee”), shall designate the employees of the Company and its subsidiaries who are to be participants (the “Participants”) in the Plan for the applicable fiscal year, which, in this case, is January 1, 2019 through December 31, 2019 (the “Plan Year”).

Except where prohibited by law, as a condition to participation in the Plan and the receipt of any payment hereunder, Participants shall be required to sign any (i) confidentiality, non-solicitation and/or non-competition agreement, (ii) acknowledgement of the Company’s right to recoup any incentive compensation and/or (iii) acknowledgment of and agreement to comply with the Company’s Code of Conduct, each as may be required by the Company. Certain Participants who are employees of a business unit may participate in both this Plan and the plan for business unit employees, with a total award based in part on performance in this Plan and in part on performance under the plan for business unit employees.

To be eligible for payment under the Plan, an employee must be a current employee in good standing at the time of payout, which includes, but is not limited to, completing the Company’s annual compliance training requirements within the time period provided for completion. In addition, to be eligible for payment under the Plan, a Participant must have up to date performance reviews completed by June 30, 2019 and individual personal objectives in place by March 31, 2019 for each of the Participant’s direct reports. The Company has the right, in its sole discretion, to determine whether an employee is in good standing and/or otherwise eligible for a Plan award.

Financial Goal: 75% of each Goal under the Plan (the “Financial Goal”) shall be based upon total Company performance for the Plan Year or portion of Plan Year, as applicable for the biannual awards described in Section H of this Plan (the “Biannual Awards”),¹ subject to the discretion of the Compensation Committee based upon other subjective performance factors. Total Company performance shall be measured based on the actual consolidated Company EBT (as defined below) achieved (“Actual EBT”) as compared against the targeted consolidated Company EBT (“EBT Target”) for the Plan Year, or portion of Plan Year, as applicable for the Biannual Awards (“Biannual EBT Targets”), each as approved by the Compensation Committee; provided, however, with respect to only Participants who have, as a primary job function, the oversight of sales (“Chief Sales Officer”), 50% of the Financial Goal shall be measured based on the actual consolidated Company Bookings (as defined below) achieved for the Plan Year (“Actual Bookings”) as compared against the target Bookings (“Bookings Target”) for the Plan Year, or portion of Plan Year, as applicable for the Biannual Awards (“Biannual Bookings Targets”), as approved by the Company’s Chief Executive Officer, and the remaining 50% of the Financial Goal shall be based on Actual EBT.

Non-Financial Goal: 25% of each Goal under the Plan shall be based upon the achievement of at least three of four individual personal objectives for the Plan Year (the “Non-Financial Goal”). A Participant’s individual personal objectives for the Plan Year shall be approved by the Participant’s direct supervisor no later than March 31, 2019; however, a Participant and his/her direct supervisor may jointly modify a Participant’s objectives during the Plan Year if circumstances warrant. A Participant’s achievement of such objectives shall be determined by the Participant’s direct supervisor. A Participant’s achievement of at least three of their personal objectives shall entitle them to a 25% payout of his/her Goal. Failure to achieve at least three personal objectives will result in zero payout of the Non-Financial Goal. The Non-Financial Goal is an “all or nothing” pay-out goal. A Participant will be eligible for full payment of the Non-Financial Goal regardless of whether the Annual EBT Target is achieved. In the event a Participant achieves his/her Non-Financial Goal, and if the Company exceeds the Annual EBT Target, the Participant shall be eligible to receive greater than the 25% payout amount in accordance with the payout schedule set forth in Exhibit A. The Company’s failure to achieve at least 100% of the Annual EBT Target shall not impact the funding or payment of the Non-Financial Goal.

For purposes of this plan, “EBT” shall be defined as “income before taxes on income and before extraordinary items less income/(loss) before taxes of non-controlling interests” of the Company for the Plan Year, which shall mean the consolidated income before taxes on income and less income/(loss) before taxes of non-controlling interests of the Company during the fiscal year, as determined by the Plan Committee in conformity with accounting principles generally accepted in the United States of American and contained in financial statements that are subject to an audit report of the Company’s independent public accounting firm, but excluding:

For purposes of this Plan, “Bookings” shall be defined as either (i) actual consolidated orders booked by the Company for the Plan Year (reduced by any previously recorded orders that were cancelled during the Plan Year), or (ii) actual consolidated gross profit for actual consolidated orders booked by the Company for the Plan Year (reduced by the actual gross profit associated with any previously recorded orders that were canceled during the Plan Year), each of which shall be calculated and determined by the Company’s Chief Financial Officer in a manner consistent with how the Company records and reports hard backlog.

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

The Financial Goal portion of the Plan, as well as any payout amount exceeding the Non- Financial Goal portion of the Plan (i.e. amounts exceeding 25% of the overall Goal), shall be funded based on the EBT performance and Bookings performance of the Company as a whole (such funding pool shall be referred to as the “Consolidated Company Financial Performance Pool”). At the outset of each Plan Year, the Compensation Committee shall determine (i) the EBT Target for the Plan Year; (ii) with respect to Sales Participants who are executive officers, if applicable, the Bookings Target for the Plan Year; and

(iii) the target funding amount (the “Company Target Funding Amount”) based on both the EBT Target and the Bookings Target for the Consolidated Company Financial Performance Pool. The actual amount funded to the Consolidated Company Financial Performance Pool shall be determined upon calculation of Actual EBT and Actual Bookings after the end of the Plan Year, subject to any adjustments required pursuant to Section E hereof.

The maximum funding amount for the Consolidated Company Financial Performance Pool shall be 200% of the Company Target Funding Amount. In all events, the Compensation Committee, subject to any required approval of the Board of Directors, shall have the ability and authority to increase or decrease the amount of the Consolidated Company Financial Performance Pool calculated in accordance with the provisions of this Plan to reflect any extraordinary or unforeseen events or occurrences during the Plan Year.

The Consolidated Company Financial Performance Pool Shall be awarded to Participants subject to available pool funding. Except as otherwise provided in Section L below, a Participant must be an employee in good standing at the time the award is paid. The Company has the right, in its sole discretion, to determine whether an employee is in good standing and/or otherwise eligible for a Plan award.

Each non-sales Participant has the following opportunities to be paid an Award:

If the Company achieves the 1H2019 EBT Target in the first half of the Plan Year, each non- Sales Participant shall be eligible to receive an Award of up to one-third of his/her Financial Goal (“1H2019 Award”). The following Participants are not eligible for a 1H2019 Award:

If the Company achieves the 2H2019 EBT Target in the second half of the Plan Year, each non- Sales Participant shall be eligible to receive an Award of up to one-third of his/her Financial Goal (“2H2019 Award”), subject to the payout offsets described in Section J. The following Participants are not eligible for a 2H2019 Award:

If a non-sales Participant achieves his/her individual personal objectives tied to the Non-Financial Goal for the Plan Year (as required under Section D herein), as determined by Participant’s direct supervisor, the Participant will receive 25% of his/her Goal (“Personal Objectives Award”). A Participant will be eligible for a Personal Objective Award regardless of whether the Annual EBT Target is achieved. However, if the Annual EBT Target exceeds 100% of EBT Target, the Personal Objective Award may be increased according to the payout schedule in the Annual EBT Chart in Exhibit A.

If the Company achieves its EBT threshold for the Plan Year, each non-Sales Participant shall be eligible to receive an Annual Award of up to 200% of his/her Financial Goal (“Annual Award”), less the amount of any 1H2019 Award and/or 2H2019 Award paid to the Participant and subject to the payout offsets described in Section J. The payout scale shall be as follows:

If specifically and separately designated in writing by the Chief Executive Officer as eligible for an AIP award in 2019, the Chief Sales Officer has the opportunity to be paid an Annual Award, as follows:

Awards shall be paid as follows:

Except as otherwise provided below and where allowed by law, Participants who are not employed on the payment date shall not be eligible to receive any payment.

For the 1H2019 Award, a Participant who becomes employed after January 1 shall not be eligible to receive a 1H2019 Award. A Participant who takes an approved leave of absence for more than 15 days during the first half of the Plan Year shall only be eligible to receive an award prorated for the amount of time the Participant was actively working during the first half of the Plan Year (based on the number of days out of 181).

For the 2H2019 Award, a Participant who becomes employed after July 1 shall not be eligible to receive a 2H2019 Award. A Participant who takes an approved leave of absence for more than 15 days during the second half of the Plan Year shall only be eligible to receive an award prorated for the amount of time the Participant was actively working during the second half of the Plan Year (based on the number of days out of 184).

For the Annual Award, a Participant who becomes employed after January 1 but prior to October 1 of a Plan Year shall only be eligible to receive an award prorated for the amount of time the Participant was employed during the Plan Year (based on the number of days of employment out of 365). A Participant who takes an approved leave of absence for more than 30 days during the Plan Year shall only be eligible to receive an award prorated for the amount of time the Participant was actively working during the Plan Year (based on the number of days out of 365). A Participant must be employed as of October 1 in a Plan Year to be eligible to receive an Annual Award.

If a Participant changes to another Management Annual Incentive Plan during the Plan Year, the Participant’s potential 1H2019, 2H2019 and/or Annual Award payouts will be calculated prorata based on the Participant’s eligible time in each Plan.

A Participant who Retires (as defined below) during a Plan Year (or before an amount for a Plan Year becomes payable) shall not be eligible to receive any portion of the Non-Financial Goal, and shall be eligible to receive an award for the Financial Goal prorated for the amount of time the Participant was employed as a Participant during such Plan Year (based on the number of days of employment out of 365). For these purposes, “Retires” means that the Participant voluntarily terminates his or her employment by written notice to the Company during the Plan Year after (i) attaining the age of 55 and completing at least 10 years of service for the Company; (ii) attaining the age of 60 and completing at least five years of service for the Company; or (iii) attaining the age of 65. A Participant who Retires between January 1, 2019 and the 1H2019 Award payout date (as set forth in Section K) will not be eligible to receive a 1H2019 Award or 2H2019 Award. A Participant who Retires between July 1, 2019 and the 2H2019 payout date (as set forth in Section K) will not be eligible to receive a 2H2019 Award.

The Beneficiary (as defined below) of a Participant who dies during a Plan Year shall not be eligible to receive any portion of the Non-Financial Goal, and shall be eligible to receive an award for the Financial Goal prorated for the amount of time the individual was a Participant during such Plan Year prior to his or her death (based on the number of days of employment out of 365). The amount of such award shall be based on the Participant’s annualized base salary and the target award level (i.e., without regard to actual performance). Payment shall be made within 30 days of the date of death. For these purposes, “Beneficiary” means the Participant’s surviving spouse and, if the Participant leaves no surviving spouse, the Participant’s estate. Beneficiaries of Participant who dies between January 1, 2019 and the 1H2019 Award payout date (as set forth in Section K) will not be eligible to receive a 1H2019 Award or 2H2019 Award. Beneficiaries of Participant who dies between July 1, 2019 and the 2H2019 payout date (as set forth in Section K) will not be eligible to receive a 2H2019 Award.

A Participant who incurs a Disability (as defined below) during a Plan Year shall not be eligible to receive any portion of the Non-Financial Goal, and shall be eligible to receive an award for the Financial Goal prorated for the amount of time the individual was a Participant during such Plan Year prior to his or her Disability (based on the number of days of active employment out of 365). The amount of such award shall be based on the Participant’s annualized base salary and the target award level (i.e., without regard to actual performance). Payment shall be made within 30 days of the date of the Disability. For these purposes, “Disability” means that the Participant is, 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. A Participant who incurs a Disability between January 1, 2019 and the 1H2019 Award payout date (as set forth in Section K) will not be eligible to receive a 1H2019 Award or 2H2019 Award. A Participant who incurs a Disability between July 1, 2019 and the 2H2019 payout date (as set forth in Section K) will not be eligible to receive a 2H2019 Award.

In the event of a Change in Control (as defined below), outstanding awards shall become payable, based on the annualized base salary of each Participant, prorated based on the days in the Plan Year prior to the Change in Control, using the greater of the actual performance at the date of the Change in Control or the target award level. Payment shall be made within 30 days of the date of the Change in Control and will be offset by payments made for 1H2019 and/or 2H2019 Awards. For these purposes, a “Change in Control” 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 (ii) a majority of the members of the Company’s Board of Directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election; and/or (iii) the consummation of a merger or consolidation of the Company other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; and/or (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is a consummated sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such 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 (i) the Company or any of its affiliates; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company, or (v) a person or group as used in Rule 13d-1(b) under the Exchange Act.

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.

Any accrued bonus amount attributable to (i) employees who are not in good standing at the time of payout or (ii) employees who are no longer eligible to receive bonus awards due to their employment ending prior to the bonus award payment date, shall be reallocated to other eligible bonus awards.

The maximum Award payable under this Plan to any Participant shall be 200% of such Participant’s Goal.

Payouts for 1H2019 Awards shall be based upon a Participant’s salary and AIP Goal as same exist on June 15, 2019.

Payouts for 2H2019 Awards and Annual Awards shall be based upon a Participant’s salary and AIP Goal as same exist on December 15, 2019.

This Plan is a statement of intent and is not a contract. This Plan constitutes a discretionary bonus plan and is not a guarantee of employment, and each Participant’s employment with the Company remains “at will” to the maximum extent permitted by applicable law. This Plan may be modified, suspended or terminated at any time during the Plan Year, and all awards are at the discretion of the Company’s Board of Directors or the Compensation Committee until the end of the Plan Year, when the bonus pool will become unconditionally funded based on the criteria set forth in this Plan document. This Plan may be changed during a Plan Year without any obligation of the Company to pay for the elapsed part of the Plan Year in the manner described in the Plan. The decisions of Company management, the Plan Committee, the Board of Directors and/or the Compensation Committee in administering and interpreting the Plan are final and binding on all persons.