AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.16

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 8th day of May, 2014 (the “Agreement Date”), by and between Great Lakes Dredge & Dock Corporation (the “Corporation”), with and on behalf of its wholly-owned subsidiary, Great Lakes Dredge & Dock Company, LLC (“GLDD LLC”) (together, the “Company”), and Kathleen M. LaVoy (“Employee”).

RECITALS

WHEREAS, Employee is currently employed by the Company;

WHEREAS, Employee and the Company have previously agreed to and operated under the terms of an employment agreement dated July 20, 2012 (the “Original Agreement”); and

WHEREAS, in consideration of the vesting and exercisability of the Non-Qualified Stock Option Agreement and the Restricted Stock Unit Award Agreement granted to Employee on May 9, 2014, Employee and the Company agree to amend and restate the Original Agreement in its entirety by setting forth the terms and conditions of their agreements and understandings in this Agreement, which shall replace and supersede all terms and conditions contained within the Original Agreement as of the date first written above.

NOW, THEREFORE, in consideration of the foregoing promises and the respective agreements of Employee and the Company set forth below, Employee and the Company, intending to be legally bound, agree as follows:

Article I

EMPLOYMENT SERVICES

1.1 Term of Employment.  Employee’s employment under this Agreement shall commence on July 20^th, 2012 (the “Start Date”) and continue until the third annual anniversary of such date, unless terminated earlier pursuant to Article III herein (the “Initial Employment Term”). The Employment Term shall be extended automatically for successive one-year periods unless, at least 60 days prior to expiration of the Employment Term, either party gives written notice to the other party that she/it does not wish to renew the Agreement (such one year extension(s) and the Initial Employment Term to be, collectively, the “Employment Term”). Delivery of a notice of non-renewal of the Agreement by either Employee or the Company will not be considered a resignation or termination under this Agreement.

1.2 Position and Duties.  During the Employment Term, Employee shall hold the position of Vice President and General Counsel - Dredging Division, and shall report to the Company’s Senior Vice President and Chief Legal Officer.  Employee shall perform such duties and responsibilities as are consistent with a senior legal officer and those duties as may be assigned to Employee by the Senior Vice President and Chief Legal Officer from time to time.  Employee shall devote Employee’s full business time, attention, skill and energy to the business and affairs of the Company, and shall use Employee’s reasonable best efforts to perform such responsibilities in a diligent, loyal, and businesslike manner so as to advance the best interests of the Company.  Employee shall act in conformity with Company’s written and oral policies and within the limits, budgets and business plans set by the Company, and shall adhere to all rules and regulations in effect from time to time relating to the conduct of employees of the Company.  Employee’s office will be at the principal corporate offices of the dredging division and Employee will be expected to conduct her activities from such office other than when traveling on behalf of the Company.  Notwithstanding the foregoing, Employee shall be permitted to devote a reasonable amount of time and effort to civic and charitable organizations and managing personal investments; but only to the extent that such activities, individually or as a whole, do not materially interfere with the execution of Employee’s duties hereunder, or otherwise violate any provision of this Agreement.  Employee shall not become involved in the management of any corporation, partnership or other entity, including serving on the board of directors of any publicly traded company, without the written consent of the Corporation’s Board of Directors (the “Board”).

1.3 Service on Board.  The Company may require Employee to serve without additional compensation as a member of the Board or as an officer or director of any of the Corporation’s subsidiaries.  Any compensation or other remuneration received from such service may be offset against the amounts due hereunder.

Article II

COMPENSATION

2.1 Base Salary.  The Company shall pay Employee an annual base salary (“Base Salary”) of $209,000, payable in accordance with the general payroll practices of the Company.  The Board may, in its sole discretion, increase or decrease Employee’s Base Salary if there is a salary reduction affecting substantially all similarly situated officers of the dredging division.  

2.2 Incentive Compensation.  Employee will be eligible to participate in any annual performance bonus plans and long-term incentive plans established or maintained by the Company for its officers, including, but not limited to, the Annual Bonus Plan or such similar or successor plans as the Company may establish.  Such bonus will be paid in accordance with the Company’s standard practice, but in any event no later than 2.5 months after the end of the calendar year in which Employee earns such bonus.  All incentive compensation paid to Employee will be subject to the terms of the Company’s policy for recovering overpayments of incentive compensation in certain circumstances, including a restatement of reported financial or operating results, fraud or misconduct, in effect from time to time.

2.3 Equity Compensation.  Employee will be eligible to participate in any equity-based compensation plans established or maintained by the Company for similarly situated officers, including but not limited to the Company’s 2007 Long-Term Incentive Plan and any successor thereto.  All equity compensation paid to Employee will be subject to the terms of the Company’s recoupment policy in effect from time to time.

2.4 Employee Benefit Plans.  Employee will be eligible to participate on substantially the same basis as the Company’s other similarly situated officers in any employee benefit plans offered by the Company including, without limitation, the Company’s Supplemental Savings Plan (or any successor thereto), medical, dental, short-term and long-term disability, life, pension, profit sharing and nonqualified deferred compensation arrangements.  The Company reserves the right to modify, suspend or discontinue any and all of the plans, practices, policies and programs at any time without recourse by Employee, so long as Company takes such action generally with respect to other similarly situated officers of the dredging division.

2.5 Vacation/Paid Time Off.  Employee will be entitled to twenty (20) days of paid vacation per calendar year, subject to the Company’s vacation policy as in effect from time-to-time.  The Company may, at its discretion, increase (but not decrease) Employee’s vacation entitlement.  In addition, in the event Employee takes leave in connection with a birth or adoption under the Family and Medical Leave Act, applicable state and local family leave laws, or the Americans with Disabilities Act, Employee shall be entitled to take up to 12 weeks paid leave and an additional 4 weeks unpaid leave.

2.6 Business Expenses.  The Company will reimburse Employee for all reasonable and necessary business expenses incurred in the performance of services with the Company, according to the Company’s policies and upon Employee’s presentation of an itemized written statement and such verification as the Company may require.

Article III

TERMINATION OF EMPLOYMENT

3.1 Voluntary Resignation.  Employee may terminate her employment for any reason by giving the Company 30 days’ prior written notice of a voluntary resignation date (“Resignation Date”).  Upon receiving Employee’s notice of intent to resign, the Company may require that Employee cease performing services for the Company at any time before the Resignation Date, so long as the Company continues Employee’s Base Salary under Section 2.1 and employee benefits under Section 2.4 through the Resignation Date.  Except as otherwise provided under law or the terms of any employee benefit plans in which Employee participates, Employee shall not be entitled to receive any compensation or benefits from the Company after the Resignation Date.

3.2 Termination By Company With Cause.  The Company may terminate Employee’s employment for Cause (as defined below) by giving written notice to Employee designating an immediate or future termination date.  In the event of a termination for Cause, the Company shall pay Employee her Base Salary under Section 2.1 and employee benefits under Section 2.4 through the termination date.  Except as otherwise provided under law or the terms of any employee benefit plans in which Employee participates, Employee shall not be entitled to receive any compensation or benefits from the Company after the termination date.

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For purposes of this Agreement, “Cause” means:

(a) A material breach by Employee of Section 4.1 of this Agreement;

(b) The commission of a criminal act by Employee against the Company, including but not limited to fraud, embezzlement or theft;

(c) The conviction, plea of no contest or nolo contendere, deferred adjudication or un-adjudicated probation of Employee for any felony or any crime involving moral turpitude; or

(d) Employee’s failure or refusal to carry out, or comply with, in any material respect, any lawful directive of the Senior Vice President and Chief Legal Officer (or Employee’s direct supervisor at the time) consistent with the terms of the Agreement, and with the Company’s written plans and policies, which is not remedied within 30 days after Employee’s receipt of written notice from the Company.

3.3 Termination By Company Without Cause.  The Company may terminate Employee’s employment without Cause by giving written notice to Employee designating an immediate or future termination date.  Employee’s voluntary resignation of employment due to a material diminution of Employee’s authority, duties or responsibilities shall be treated as a termination by Company without Cause; provided that, (a) such voluntary resignation occurs within 65 days following the initial occurrence of such diminution, (b) Employee provided written notice of such diminution to the Board and the Chief Executive Officer within 30 days of such diminution, and (c) the Company failed to cure such diminution within 30 days of receipt of such written notice from Employee.

In the event of a termination without Cause, Employee shall receive from the Company her Base Salary under Section 2.1 and employee benefits under Section 2.4 through the termination date, and shall be eligible to receive the benefits described in Sections 3.3(a) and (b), below (collectively, “Severance Pay”), subject to the requirements set forth in Section 3.6 and Section 3.7.  The period over which the amounts in Section 3.3(a) are payable is referred to as the “Severance Period.”

(a) If Employee is terminated without Cause, the Company will provide the following compensation and benefits to Employee:

(i) A payment equal to 9 months of Employee’s then current Base Salary, less applicable withholdings.  This amount will be paid in equal installments on each regularly scheduled payroll pay date during the 9 month period that begins on the Termination Date, subject to Section 3.6.  In the event the Agreement is renewed for an additional term, the payment shall be increased from 9 months to 12 months.  In the event the Agreement is renewed for two or more terms, the payment shall be increased to 15 months.

(ii) Subject to the terms and conditions described herein, the Company will continue to provide Employee (and her spouse and eligible dependents, to the extent they have been provided with coverage on the date immediately prior to the termination date and otherwise continue to be eligible for coverage under the terms of the applicable governing documents) with group medical, dental and life insurance for the Severance Period.  During the Severance Period, the Company will reduce Employee’s cash Severance Pay by her share of the cost of these benefits, which shall be fixed at the amount Employee had been paying for such coverage on the date immediately prior to the termination.  After the Severance Period, Employee (and her spouse and eligible dependents, as applicable) will be eligible for continuation coverage under COBRA or other similar state statute.  Notwithstanding the foregoing, the Company may find alternate medical and dental plan coverage if, by law or other restrictions outside the control of the Company, continued coverage under the Company’s health plans is not permitted.

(iii) The Company will pay for and provide to Employee outplacement services with an outplacement firm of Employee’s choosing, provided that the Company shall not be responsible to pay for such services to the extent such services (aa) exceed $15,000 or (bb) are provided more than one year following the Release Effective Date (as defined below).  

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(b) If Employee is terminated without Cause, Employee will receive the following vesting credit for any unvested equity awards measured from the date of Employee’s termination of employment:

(i) If Employee is terminated during the Initial Employment Term, nine (9) months of vesting credit;

(ii) If Employee is terminated during the first renewal term following the Initial Employment Term, twelve (12) months of vesting credit; or

(iii) If Employee is terminated during the second renewal term following the Initial Employment Term, or at any time thereafter, fifteen (15) months of vesting credit.

Except as otherwise provided under law or the terms of any employee benefit plans in which Employee participates, Employee shall not be entitled to receive any additional compensation or benefits from the Company after the termination date.  All Severance Pay paid to Employee will be subject to the terms of the Company’s policy for recovering overpayments of incentive compensation in certain circumstances, including a restatement of reported financial or operating results, fraud or misconduct, in effect from time to time.

3.4 Change in Control.  If, contemporaneous with or within twelve months after a Change in Control (as defined below), the Company terminates Employee’s employment other than for Cause, Employee will be eligible to receive, in lieu of those payments provided under Section 3.3, as applicable:  (a) one (1) times her then current Base Salary; and (b) the pro rata portion of the annual bonus earned through the termination date (together, the “Change in Control Payment”), subject to the requirements set forth in Section 3.6.  In the event the Agreement is renewed for one or more terms, the Base Salary portion of the Change in Control Payment shall be increased to 1¼ times her then current Base Salary.  The Base Salary portion of the Change in Control Payment will be made in a lump sum cash payment as soon as practicable, but in no event more than 10 days after Employee’s termination of employment (on or after the date of the Change in Control).  In addition, Employee will be eligible for the continued health plan coverage described in Section 3.3(a)(ii) and will receive 24 months vesting credit consistent with and subject to the limitations of Section 3.6.

For purposes of this Agreement, a “Change in Control” of the Corporation will be deemed to occur as of the first day that any one or more of the following conditions is satisfied:

(i) The “beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing 30% or more of the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Corporation Voting Securities”) is accumulated, held or acquired by a Person (as defined in Section 3(a)(9) of the Exchange Act, as modified, and used in Sections 13(d) and 14(d) thereof) (other than the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, holders of capital stock of the Corporation as of the date hereof or an affiliate thereof, any corporation owned, directly or indirectly, by the Corporation’s stockholders in substantially the same proportions as their ownership of stock of the Corporation); provided, however that any acquisition from the Corporation or any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subparagraph (iii) of this paragraph will not be a Change in Control under this subparagraph (i), and provided further, that immediately prior to such accumulation, holding or acquisition, such Person was not a direct or indirect beneficial owner of 25% or more of the Corporation Voting Securities; or

(ii) Within any twelve (12) month period that includes or is after the Start Date, individuals who constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or

(iii) Consummation by the Corporation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Corporation or the acquisition of assets or stock of another entity (a “Business Combination”), in each case, unless immediately following such Business Combination: (A) more than 60% of the combined voting power of then outstanding voting securities entitled to vote generally in the election of directors of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, a corporation that as a result of such transaction owns the Corporation or all or

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substantially all of the Corporation’s assets either directly or through one or more subsidiaries (the ‘‘Parent Corporation”), is represented, directly or indirectly by Corporation Voting Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Corporation Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Corporation Voting Securities; (B) no Person (excluding any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of the combined voting power of the then outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) except to the extent that such ownership of the Corporation existed prior to the Business Combination; and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the Corporation’s stockholders of a complete liquidation or dissolution of the Corporation.

However, in no event will a Change in Control be deemed to have occurred with respect to Executive if Executive is part of a purchasing group that consummates the Change in Control transaction.  Executive will be deemed “part of a purchasing group” for purposes of the preceding sentence if Executive is an equity participant in the purchasing company or group (except:  (a) passive ownership of less than two percent of the stock of the purchasing company; or (b) ownership of equity participation in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the nonemployee continuing Directors; provided that, for purposes of the foregoing, participation as a management investor in such purchasing company will not be deemed to be within the exceptions provided for in (a) and (b)).

Notwithstanding anything to contrary, a Change in Control will have occurred only if such change in ownership constitutes a change in control under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance in effect thereunder (“Section 409A”).

3.5 Additional Vesting.  In addition to any amounts otherwise payable to Employee upon a separation from service, if Employee incurs any of the events below, she will be granted additional vesting, as described below:

(a) Death or Disability.  If Employee dies or becomes permanently disabled (as determined under the Company’s long-term disability plan in which Employee participates), Employee will receive additional vesting credit under each of the Company’s employee benefit plans that have vesting requirements.  Such additional vesting credit shall begin with the date of death or disability period, as applicable, and will equal the greater of (i) 24 months vesting credit and (ii) the amount of additional vesting credit that would be provided without regard to this Section 3.5(a) under any other Company policy or agreement with Employee.

(b) Retirement.  Upon Employee’s Retirement from the Company, Employee will receive vesting of any of her outstanding equity awards according to the terms and conditions of each individual equity award.  If the term “Retirement” is not defined within a particular equity award, or if the award agreement defers to the definition of “Retirement” contained within an employment agreement, then for purposes of that award, “Retirement” shall mean Employee’s termination of employment, other than for Cause (as defined in Section 3.2, above), which meets all of the following criteria:

(i) The sum of (x) the continuous full years of Service (as defined in the 2007 Long-Term Incentive Plan) by Employee to the Company or a GLDD Entity (defined below) and (y) the attained age in full years of Employee on the date of Employee’s termination of employment total no less than 75 (the “Rule of 75”).  A leave of absence which is agreed to between the Company and Employee in writing for medical reasons or for military service shall not constitute a break in Service for this purpose.  Take for example, an employee who was born on June 27, 1963, and started full-time employment with the Company on July 1, 1990, and works continuously as an employee until a termination of employment on December 31, 2016.  In such case, such employee’s full years of Service are 26 years and his attained age on the date of termination is 53 years.  The total is 79 years, so the employee satisfies the Rule of 75; and

(ii) Employee gives the Company’s Senior Vice President and Chief Legal Officer, or Employee’s then-current direct report, at least three (3) months’ prior notice of her Retirement.

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(c) Non-Renewal.  In the event the Company elects not to renew the Agreement and terminates Employee within nine months of the end of the Employment Term, as defined in this Agreement, Employee will receive full vesting of any of her outstanding equity awards.

If the Company determines that Employee cannot receive such additional vesting credit under the terms of any such employee benefit plan because, for example, Employee is not actually providing any services to the Company, the Company may provide the value of such additional vesting under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan.

3.6 Execution of Separation Agreement.  As a condition to receiving the Severance Pay or the Change in Control Payment set forth in Section 3.3 or Section 3.4, respectively, Employee must execute and return to the Company, and not revoke any part of, a separation agreement containing a general release and waiver of claims against the Company and its respective officers, directors, stockholders, employees and affiliates with respect to Employee’s employment, and other customary terms, in a form and substance reasonably acceptable to the Company.  The Company shall deliver to Employee such release within ten (10) days following Employee’s termination of employment and Employee shall deliver an original, signed release to the Company within twenty-one (21) business days (or such longer period as may be required by applicable law to constitute an effective release of all claims, but no longer than 45 days after the after receipt of the same from the Company) (the “Release Effective Date”).  Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Section 3.3 or Section 3.4 shall be made prior to the date that both (a) Employee has delivered an original, signed release to the Company and (b) the revocability period (if any) has elapsed, and provided that any payments that would otherwise be made during the first sixty (60) days following Employee’s termination of employment will be made on the 65th day.  If Employee does not deliver an original, signed release to the Company by the Release Effective Date, (i) Employee’s rights shall be limited to those made available to Employee under Section 3.1 above, and (ii) the Company shall have no obligation to pay or provide to Employee any amount or benefits described in Section 3.3 or Section 3.4, or any other monies on account of the termination of Employee’s employment.  Any obligation of the Company to provide the Severance Pay shall cease: (A) upon Employee’s death; (B) if Employee materially breached or breaches her contractual obligations to the Company, including those set forth in Article IV or Article V herein, or in the release agreement; or (C) if, after Employee’s termination, the Company discovers facts and circumstances that would have justified a termination for Cause.

3.7 Section 409A.  While the parties acknowledge that any payments and benefits provided under Article III of this Agreement are intended to be exempt from Section 409A, to the extent (a) further guidance or interpretation is issued by the IRS after the date of this Agreement which would indicate that the payments do not qualify for such exemption or the amount of payments due under Article III increases in a manner to cause certain payments to exceed the limitation available for exempt separation payment and (b) Employee is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) upon the date of Employee’s termination of employment, such payments or benefits which are not exempt and would otherwise be payable to Employee prior to the date that is six (6) months following the date of such termination of employment shall be delayed and instead shall be paid to Employee on the first regular payroll date that occurs after the six (6) month anniversary of such date of termination.  For purposes of Section 409A, each installment of Severance Pay under Article III shall be treated as a right to a separate payment.

3.8 Excess Parachute Payments.  Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment” within the meaning of Code Section 280G but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided to Employee, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Code Section 4999, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes).

The fact that Employee’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 3.8 will not of itself limit or otherwise affect any other rights of Employee other than pursuant to this Agreement.  In the event that any payment or benefit intended to be provided under this Agreement is required to be reduced pursuant to this Section 3.8, the reduction shall be made in the following order:  (a) first reducing, if any, those payments or benefits which have a higher Parachute Value than actual present value, (b) then, to the extent necessary, reducing cash payments or benefits; and (c) then, to the extent necessary, reducing those payments or benefits having the next highest ratio of Parachute Value to actual present value of such payments or benefits as of the date of the change of control (as defined under Code Section 280G).  For purposes of this Section 3.8, present value shall be determined in accordance with Section 280G(d)(4) of the Code.  For purposes of this Section 3.8, the “Parachute Value” of a payment or benefit means the present value as of the date of the change of control of the portion of such payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as valued in accordance with Section 280G of the Code any interpretive guidance thereunder.

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3.9 Removal from any Boards and Positions.  If Employee’s employment is terminated for any reason under this Agreement, Employee will, immediately upon Employee’s termination of employment, be deemed to have resigned from (a) if a member, the Board as well as the board of directors of any GLDD Entity (as defined below) or any other board to which she has been appointed or nominated by or on behalf of the Company, (b) any position with the Company or any GLDD Entity, including, but not limited to, as an officer of the Company or any GLDD Entity, and (c) any fiduciary positions with respect to the Company’s benefit plans.  In addition, and as a condition to receiving the Severance Pay described in Section 3.3 or the Change in Control Payment described in Section 3.4, Employee shall take any and all necessary steps to effectuate her resignation from such positions.

Article IV

EXCLUSIVITY OF SERVICES AND RESTRICTIVE COVENANTS

4.1 Confidential Information.  Employee acknowledges and agrees that the Confidential Information (as defined below) of the Company and its subsidiaries and any other entity related to the Company (each, a “GLDD Entity”) that she obtained during the course of her employment by the Company is the property of the Company or such other GLDD Entity.  Employee will never, directly or indirectly, disclose, publish or use any Confidential Information of which Employee has become aware, whether or not such information was developed by her.  All duties and obligations set forth in this Agreement regarding Confidential Information shall be in addition to those which exist under the Illinois Trade Secrets Act and at common law.

As used in this Agreement, “Confidential Information” means information that is not generally known to the public and that was or is used, developed or obtained by the Company or any other GLDD Entity, in connection with its businesses, including but not limited to:

i. products or services, unannounced products or services, product or service development information (or other proprietary product or service information);

ii. fees, costs, bids and pricing structures and quotations or proposals given to agents, customers, sureties, suppliers, or prospective customers, agents, sureties or suppliers, or received from any such person or entity;

iii. accounting or financial records;

iv. strategic business plans;

v. information system applications or strategies;

vi. customer and vendor lists and employee lists and directories;

vii. marketing plans, bidding strategies and processes, and negotiation strategies, whether past, current, or future;

viii. accounting and business methods;

ix. legal advice and/or attorney work product;

x. trade secrets and other proprietary information;

xi. information, analysis or strategies regarding acquisitions, mergers, other business combinations, divestitures, recapitalizations, or new ventures; and

xii. nonpublic information that was acquired by Employee concerning the requirements and specifications of the Company’s or any other GLDD Entity’s agents, vendors, contractors, customers, or potential customers.

Notwithstanding anything to the contrary, Confidential Information does not include any information that: (a) is publicly disclosed by law or pursuant to, and to the extent required by, an order of a court of competent jurisdiction or governmental agency; (b) becomes publicly available through no fault of Employee; or (c) has been published in a form generally available to the public before Employee proposes to disclose, publish, or use such information.

4.2 Non-Solicitation.  During the Restricted Period, Employee shall not (other than in furtherance of Employee’s legitimate job duties on behalf of Company), directly or indirectly, on Employee’s own behalf or for any other person or entity:  (a) solicit for

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employment, hire or engage, or attempt to solicit for employment, hire or engage, any person who is or was employed by the Company within the six (6) month period prior to the solicitation, hire or engagement, or (b) otherwise interfere with the relationship between any such person and the Company.

4.3 Non-Interference with Business Relationships.  During the Restricted Period, Employee shall not (other than in furtherance of Employee’s legitimate job duties on behalf of the Company), directly or indirectly, on Employee’s own behalf or for any other person or entity:  (a) solicit, for a purpose related to a competitive activity (i.e., an activity prohibited by Section 4.2), any customer, vendor or agent of the Company that was doing business with the Company during the six month period prior to the solicitation; or (b) induce, or attempt to induce, any customer, vendor or agent of the Company to reduce or cease doing business with the Company, or otherwise interfere with the relationship between such entity and the Company.

4.4 Equitable Modification.  If any court of competent jurisdiction shall deem any provision in this Article IV too restrictive, the other provisions shall stand, and the court shall modify the unduly restrictive provision to the point of greatest restriction permissible by law.

4.5 Remedies.  Employee acknowledges that the agreements and covenants contained in this Article IV are essential to protect the Company and its business and are a condition precedent to entering into this Agreement.  Should Employee breach any covenants in this Article IV, then among other remedies, the duration of the covenant shall be extended by the period of any such breach.  Employee agrees that irreparable harm would result from Employee’s breach or threat to breach any provision of this Article IV, and that monetary damages alone would not provide adequate relief to the Company for the harm incurred. Employee agrees that in addition to money damages, the Company shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief restraining Employee from committing or continuing any breach without being required to post a bond.  Without limiting the foregoing, upon a breach by Employee of any provision of this Article IV, any outstanding Severance Pay shall cease and be forfeited, and Employee shall immediately reimburse the Company for any Severance Pay previously paid.

Article V

POST-TERMINATION OBLIGATIONS

5.1 Return of Company Materials.  No later than three (3) business days following the termination of Employee’s employment for any reason, Employee shall return to the Company all Company property that is then in Employee’s possession, custody or control, including, without limitation, all keys, access cards, credit cards, computer hardware and software, documents, records, policies, marketing information, design information, specifications and plans, data base information and lists, and any other property or information that Employee has or had relating to the Company (whether those materials are in paper or computer-stored form), and including but not limited to any documents containing, summarizing, or describing any Confidential Information.  Employee shall be entitled to retain her cellular telephone and cellular telephone number.

5.2 Employee Assistance.  During Employee’s employment with the Company and any Severance Period, Employee shall, upon reasonable notice, furnish the Company with such information as may be in Employee’s possession or control, and cooperate with the Company in any reasonable manner that the Company may request, including without limitation conferring with the Company with regard to any litigation, claim, or other dispute in which the Company is or may become a party.  The Company shall reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee in fulfilling Employee’s obligations under this Section 5.2.  The Company will make any such reimbursement within 30 days of the date Employee provides the Company with documentary evidence of such expense consistent with the policies of the Company.  Notwithstanding anything to the contrary, any such reimbursement shall be administered so as to comply with Treasury Regulation Section 1.409A-3(i)(1)(iv).

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Article VI

MISCELLANEOUS

6.1 Notices.  Any notices, consents or other communications required or permitted to be sent or given hereunder shall be in writing and shall be deemed properly served if (a) delivered personally, in which case the date of such notice shall be the date of delivery; (b) delivered to a nationally recognized overnight courier service, in which case the date of delivery shall be the next business day; or (c) sent by facsimile transmission (with a copy sent by first-class mail), in which case the date of delivery shall be the date of transmission, or if after 5:00 P.M., the next business day. If not personally delivered, notice shall be sent using the addresses set forth below:

If to Employee, to the address listed on the signature page hereto or the last address on file in the records of the Company.

If to the Company:

Great Lakes Dredge & Dock Corporation

2122 York Road

Oak Brook, IL 60523

Attn: Chief Executive Officer

fax: (630) 574-3007

telephone: (630) 574-3000

with a copy to:

Great Lakes Dredge & Dock Corporation

2122 York Road

Oak Brook, IL 60523

Attn: Corporate General Counsel

fax: (630) 574-3007

telephone: (630) 574-3000

or such other address as may hereafter be specified by notice given by either party to the other party.  Employee shall promptly notify the Company of any change in her address set forth on the signature page.

6.2 Company Stock Retention.  Employee shall be subject to the Company’s stock retention guidelines and policies in effect from time-to-time.  

6.3 Withholding.  The Company may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state or local law, or any other amounts due and owing to the Company from Employee.

6.4 Successors and Assigns.  This Agreement shall not be assignable by Employee without the Company’s written consent.  The Company may unilaterally assign this Agreement to any successor employer or corporation or entity that purchases substantially all of the assets of or succeeds to the business of the Company.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

6.5 No Waiver.  No failure or delay by the Company or Employee in enforcing or exercising any right or remedy hereunder will operate as a waiver thereof. No modification, amendment or waiver of this Agreement or consent to any departure by Employee from any of the terms or conditions thereof, will be effective unless in writing and signed by the Chairman or Lead Director of the Company’s Board.  Any such waiver or consent will be effective only in the specific instance and for the purpose for which given.

6.6 Severability; Survivability.  If any term or provision of this Agreement shall be held to be invalid or unenforceable, the remaining terms and provisions hereof shall not be affected thereby and shall be enforced to the fullest extent permitted under law.  Employee’s obligations in Articles IV and V shall survive and continue in full force notwithstanding the termination of this Agreement or Employee’s employment for any reason.

6.7 Execution in Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement.

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6.8 Governing Law; Waiver of Jury.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to its conflict of law principles.  For the purposes of any suit, action, or other proceeding arising out of this Agreement or with respect to Employee’s employment hereunder, the parties:  (a) agree to submit disputes to arbitration as set forth in Section 6.11; and (b) waive their respective rights to a jury trial of any claims and causes of action.

6.9 Construction.  The language used in this Agreement will be deemed to be the language chosen by Employee and the Company to express their mutual intent, and no rule of strict construction will be applied against Employee or the Company.  The heading in this Agreement are for convenience of reference only and will not limit or otherwise affect the meaning of the provision.

6.10 Entire Agreement; Amendments.  This Agreement contains the entire understanding of the parties hereto with regard to the subject matter contained herein, and supersedes all prior agreements, understandings or letters of intent with regard to the subject matter contained herein between the parties hereto, unless otherwise specified herein.  This Agreement shall not be amended, modified or supplemented except by a written instrument signed by each of the parties hereto.

6.11 ARBITRATION OF DISPUTES.  ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS EMPLOYMENT ARBITRATION RULES AND MEDIATION PROCEDURES INCLUDING THE OPTIONAL RULES FOR EMERGENCY MEASURES OF PROTECTION.  THE CONTROVERSY SHALL BE SUBMITTED TO ONE ARBITRATOR, EACH PARTY MAY STRIKE OR REJECT UP TO THREE POTENTIAL ARBITRATORS WITH THE SELECTIONS ALTERNATING BETWEEN THE COMPANY AND THE PARTY AND SELECTED FROM THE ROSTER OF ARBITRATORS OF THE AMERICAN ARBITRATION ASSOCIATION.  THE PLACE OF ARBITRATION SHALL BE DUPAGE COUNTY, IL.  JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.  THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING ON THE PARTIES.

6.12 Costs Relating to Disputes.  In the event that an arbitration under Section 6.11 arises out of this Agreement, if Employee is the prevailing party, she shall be entitled to an award of reasonable attorney fees and the Company shall pay for the arbitrator’s and administrative fees of the arbitration.  If the Company is the prevailing party, then each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration.

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[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Employment Agreement as of the date first set forth above.

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