Separation and General Release Agreement, dated April 6, 2022, by and between Mark R. Stauffer and Orion Group Holdings, Inc

General:  Conditioned on the enforceable determination that You are terminated by the Company Without Cause, You agree to relinquish any right You may have to be employed by the Company or any of the Released Parties as of Your Separation Date, and agree to resign from all representative positions with the Company as of the Separation Date (including but not limited to Your position as a member of the Company’s Board of Directors).  Your separation from employment with the Company will not impact Your rights to the following:

Salary:  You will be paid Your current salary, as applicable, through Your Separation Date.

Medical, Vision, and Dental Insurance via COBRA:  The Company will terminate Your medical, vision, and dental insurance benefits as an active employee as of the last day of the month in which Your Separation Date occurs. You will be eligible to enroll in COBRA continuation coverage, generally for up to 18 months, or until You otherwise lose eligibility for COBRA coverage, whichever occurs first. The COBRA administrator will send You a COBRA election notice with more information on how to elect COBRA and the cost of such continued coverage.

Vacation Pay:  You will be paid for Your earned, unused vacation through Your Separation Date.  

Vested Benefits:  Your rights to other Company benefits will continue to be determined by the terms of any applicable plans.  

Non-Conditional:  You will receive the above wages and benefits regardless of whether You sign this Agreement.  

Consideration: In consideration for Your signing and not revoking this Agreement and performing the promises contained herein, You will be entitled to the following payments and benefits (in each case, less applicable taxes and withholdings):

The following separation benefits, in accordance with, and in full satisfaction of, clauses (b) through (e) of Section 3.4 of the Employment Agreement:

The Compensation Committee will take action, to the extent necessary, to provide for the following additional separation benefits related to Your outstanding equity-based awards previously granted by the Company:

Vested Benefits and Eligibility for Other Severance Plans:  Your rights to any other Company benefits will be determined by the terms of the applicable plan(s). You agree that the consideration set forth above in Paragraph 2 supersedes any other severance benefits which You may be entitled to receive from the Company and that You are not entitled to any severance payments beyond those contained in said Paragraph.

General Release of Claims Against the Company:  In consideration for the mutual promises set forth in this Agreement, You, on behalf of Yourself and Your assigns, heirs, executors and administrators (and Your and their legal representatives of every kind) hereby release and discharge forever the Company, both as Your employer and as sponsor and administrator of any of the employee benefit plans established for the benefit of its employees, and its predecessors, successors, assigns, divisions, subsidiaries, corporate parents, related or affiliated companies, and each of their respective current and former officers, directors, shareholders, members, employees, benefit plans, assigns, insurers, plan administrators and other plan fiduciaries, heirs, agents, counsel and representatives, including without limitation any and all management and/or supervisory employees thereof, and the successors and assigns of the foregoing (hereinafter collectively referred to as the “Released Parties”) from all claims, arbitrations, suits, proceedings, demands, costs, attorneys’ fees, monies of any kind, expenses, damages, suits, proceedings and/or causes of action of any kind and every description, which You now have or may have, whether known or unknown, suspected or unsuspected, related in any way to Your employment, the termination of Your employment and/or otherwise based on events that occurred from the beginning of time through the date You sign this Agreement.  The Parties intend that this general release of claims be construed as broadly as possible and include any and all claims that may be waived by private agreement.

Release Exclusions:  You further understand that nothing in this release generally prevents You from filing a charge or complaint with or from participating in an investigation or proceedings conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any laws.  You agree that by signing this Agreement, You are waiving Your right to individual, monetary and/or other relief from the Company or any other Released Party based on claims asserted in such a charge or complaint. Finally, You understand this does not include government awards that may be given for providing information to a government agency, nor does it limit your ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. Nothing in this release of claims shall be construed to waive any right that is not subject to waiver by private agreement or that may not be waived by law such as claims for workers’ compensation and unemployment benefits.

Covenant Not to Sue:  Except as otherwise provided in Paragraph 5, and except for any claims based on this Agreement, You agree and covenant not to file any suit, complaint, claim, grievance or demand for arbitration, either individually or a member of a class in any class or collective action, against the Released Parties in any court, administrative agency or other forum with regard to any claim, demand, liability or obligation arising directly or indirectly out of Your employment with the Company and/or separation from employment. You further represent that no claims, complaints, or other proceedings are pending in any court, administrative agency or other forum relating directly or indirectly to Your employment with the Company and/or separation from employment.

No Admission of Liability:  You acknowledge that nothing in this Agreement constitutes an admission by the Released Parties of any liability or acts of wrongdoing or acts of discrimination, nor shall it be considered evidence of such liability, wrongdoing, or unlawful discrimination.  The Released Parties expressly deny any liability or alleged violation and state that payment has been made solely for the purpose of compromising any and all potential claims.

Compliance with the Older Workers Benefit Protection Act and Applicable State Laws, Advice of Counsel, Consideration, Revocation Period, Other Information:  It is the express intention of the Company that this Agreement comply in all respects with the terms of the Older Workers Benefit Protection Act and all applicable federal, state, and local laws for release agreements.  Accordingly, the Company is specifically advising You as follows:

The Company advises You to consult with an attorney prior to signing this Agreement.  You are responsible for paying that attorney’s fees and costs, if any;

Remedies for Breach:  You agree that the Company would be irreparably harmed if You do not fully perform all of Your obligations under this Agreement and Your performance is not specifically enforced and that, although the Company may seek and obtain damages in excess of the amounts paid hereunder, any such remedy at law would not be adequate in the event of an actual or threatened violation of Your obligations under Paragraphs 9 or 10 above. You agree that the Company, upon bringing a lawsuit to enforce its rights under this Agreement, shall be entitled to an injunction or any appropriate decree of specific performance from the court for any actual or threatened violations, regardless of whether the Company seeks or obtains any damages. You further agree that the Company will be entitled to all attorney’s fees, expert fees and costs associated with any successful court action related to Your breach.

Counterparts: This Agreement (and any amendment, modification and waiver in respect hereof) may be executed by facsimile or other electronic transmission and in counterparts, each of which shall be deemed to be an original, and all of which taken together shall constitute one agreement binding on the parties.

Return of All Company Property:  You warrant that upon the conclusion of Your consulting duties, or when requested by the Company, You will return all property of the Company, including but not limited to, passwords to password-protected files, all confidential information( including all records, notes, data, memoranda, models, reports, lists, other documents, and any copies thereof), computer hardware or software, computers, cell phones, smartphones, files, papers,