Exhibit
10.4




 





AMENDED
AND RESTATED


MANAGEMENT
EQUITY AGREEMENT


AMONG


ALDABRA
ACQUISITIONS CORP.


AND


EACH OF
THE PERSONS

LISTED ON THE

SCHEDULE OF EXECUTIVES HERETO


 


Dated as
of December 26, 2006




 





 


THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR
QUALIFIED UNDER STATE SECURITIES LAWS. 
THE SECURITIES ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH
REGISTRATION AND QUALIFICATION REQUIREMENTS. 
THE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY SET
FORTH IN THIS AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.


















AMENDED
AND RESTATED

MANAGEMENT EQUITY AGREEMENT


THIS AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENT
(this “Agreement”) is made as of December 26, 2006, among Aldabra
Acquisition Corporation, a Delaware corporation (the “Company”), GLDD
Acquisitions Corp., a Delaware corporation (“GLDD”), Great Lakes Dredge
& Dock Holdings Corp. and each of the persons identified on the Schedule
of Executives attached hereto (each, an “Executive”).


The Company, GLDD, Aldabra Merger Sub, L.L.C., a
Delaware limited liability company (“Merger Sub”), the Company
Representative (as named therein) and the Buyer Representative (as named
therein) are parties to that certain Agreement and Plan of Merger, dated as of
June 20, 2006 (as amended, modified, supplemented or waived from time to time,
the “Merger Agreement”) pursuant to which GLDD is merging with and into
Merger Sub (the “Merger”) and, as a result thereof, each share of
capital stock of GLDD owned by an Executive is being converted into shares of
Buyer Common Stock in accordance with the Merger Agreement.


Promptly after the Merger, it is contemplated that the
Company will merge with and into GLH Merger Sub, L.L.C., with the effect that
each share of common stock of Buyer is converted into one share of Holdco
Common Stock.


The Company, Holdco and each of the Executives is
entering into this Agreement to memorialize the terms upon which the shares of
common stock of Buyer and Holdco are to be owned by the Executives and to
outline the continuing vesting terms to which each such Executive is subject
with respect to the shares of common stock of Buyer and Holdco that are owned
by each Executive.  Capitalized terms not
otherwise defined herein have the meanings set forth in Section 8
of this Agreement.


The parties hereto agree as follows:


1.     Section 83(b)
Election.  Within 30 days after the
Merger and Holdco Merger, each Executive shall make an effective election with
the Internal Revenue Service under Section 83(b) of the Code with respect
to the shares of common stock of Buyer and Holdco issued to such Executive in
the Merger and the Holdco Merger, respectively.


2.     Representations and
Warranties; Acknowledgments.


(a)   In connection with the acquisition of Executive Stock, each
Executive represents and warrants as follows:


(i)            if
the shares of Executive Stock are being acquired by an Executive, such
Executive (other than Richard Lowry) was born in the United States of America
and has at all times during such Executive’s life, been a citizen of the United
States of America or is a naturalized citizen of the United States;



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(ii)           if
the shares of Executive Stock are held in the name of a trust, the trustee and
each beneficiary of such trust was born in the United States of America and has
at all times during such Executive’s life, been a citizen of the United States
of America;


(iii)          such
Executive has reviewed, or has had an opportunity to review, the following
documents:  (A) the Company’s
Certificate of Incorporation and By-laws, and any amendment or restatement
thereto; (B) the Company’s public securities law filings, (C) the Proxy
Statement and Prospectus sent by the Buyer to its shareholders on December 14,
2006, and (D) the Merger Agreement; and


(iv)          this
Agreement constitutes the legal, valid and binding obligation of such Executive,
enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement by such Executive do not and will not conflict
with, violate or cause a breach of any agreement, contract or instrument to
which such Executive is a party or any judgment, order or decree to which such
Executive is subject.


(b)   As an inducement to the Company to issue Executive Stock hereunder
to each Executive, and as a condition thereto, each such Executive acknowledges
and agrees that:


(i)            neither
the issuance of the Executive Stock hereunder to such Executive nor any
provision contained herein shall entitle such Executive to remain in the
employment of the Company or its Subsidiaries or affect the right of the
Company to terminate such Executive’s employment at any time; and


(ii)           the
Company shall have no duty or obligation to disclose to such Executive, and
such Executive shall have no right to be advised of, any material information
regarding the Company and its Subsidiaries at any time prior to, upon or in
connection with the repurchase of Unvested Shares upon the termination of such
Executive’s employment with the Company and its Subsidiaries, the transfer of
Executive Stock pursuant to this Agreement, or as otherwise provided hereunder.


3.     Vesting of Executive
Stock.


(a)   Except as otherwise provided in this Section 3, 60% of each
Executive’s Executive Stock shall not be subject to vesting (the “Vested
Shares”) and 40% of each Executive’s Executive Stock (the “Vesting
Shares”) shall become vested in accordance with the following schedule, if
as of each such date such Executive is and has continued to be employed by the
Company or any of its Subsidiaries:



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  Vesting Date

  	
   

  	
  Cumulative Percentage of

  Vesting Shares Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 22,
  2007

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  December 22, 2008

  	
   

  	
  100

  	
  %

  






 


(b)   Vesting Shares which have become vested are thereafter referred to
herein as “Vested Shares,” and all other Vesting Shares are referred to
herein as “Unvested Shares.”  If
any Executive ceases to be employed by the Company or its Subsidiaries on any
date other than any Vesting Date set forth above prior to December 22, 2008,
the cumulative percentage of such Executive’s Vesting Shares to become vested
shall be determined on a pro rata basis according to the number of days elapsed
since the immediately preceding Vesting Date (or, in the event of a termination
before December 22, 2007, since December 22, 2006).  In no event shall any Vesting Shares vest
after the date that an Executive ceases to be employed by the Company or any of
its Subsidiaries.


(c)   Upon the occurrence of a Sale of the Company, all Vesting Shares
which have not yet become vested shall become vested at the time of such event;
provided that in the event of a Sale of the Company, as a condition to each
Executive’s Unvested Shares becoming vested upon such event, such Executive
shall, if requested by the purchaser of the Company and for no additional
consideration therefor, agree to continued employment for up to 12 months
following such Sale of the Company so long as such Executive’s compensation
package and job description immediately following such Sale of the Company is
reasonably similar with respect to remuneration, scope of duties,
responsibility and job location to such Executive’s compensation package and
job description immediately prior to such event.


4.     Repurchase Option.


(a)   In the event any Executive ceases to be employed by the Company or
its Subsidiaries for any reason (such Executive’s “Termination”), all of
such Executive’s Unvested Shares (whether held by such Executive or one or more
of such Executive’s transferees) shall be subject to repurchase by the Company
pursuant to the terms and conditions set forth in this Section 4
(the “Repurchase Option”).


(b)   In the case of any Termination without Cause, or by reason of
Executive’s death, disability (as determined by the Board) or normal retirement
at age 65 or more under the Company’s normal retirement policies, the purchase
price for each Unvested Share shall be the lower of such Executive’s Original
Cost for such share and the Fair Market Value of such share.  In the event of an Executive’s termination
for any other reason (including, without limitation, voluntary termination by
Executive or termination by the Company for Cause), the purchase price for each
Unvested Share shall be the lower of (i) the Fair Market Value of such
share and (ii) the Original Cost for such share.  In no event shall the Company have the right
to repurchase any Vested Share.


(c)   The Company may elect to purchase all or any portion of an
Executive’s Unvested Shares by delivering written notice (the “Repurchase
Notice”) to the holder or holders



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of such Executive’s Unvested Shares within
180 days after such Executive’s effective date of Termination (the “Termination
Date”).  The Repurchase Notice shall
set forth the number of Unvested Shares to be acquired from each holder of such
Executive’s Unvested Shares, the aggregate consideration to be paid for such
shares and the time and place for the closing of the transaction.  The number of shares to be repurchased by the
Company shall first be satisfied to the extent possible from the Unvested
Shares held by such Executive at the time of delivery of the Repurchase Notice.  If the number of Unvested Shares then held by
such Executive is less than the total number of Unvested Shares the Company has
elected to purchase, the Company shall purchase the remaining shares elected to
be purchased from the other holder(s) of such Executive’s Unvested Shares under
this Agreement, pro rata according to the number of shares of such Executive’s
Unvested Shares held by such other holder(s) at the time of delivery of such
Repurchase Notice (determined as close as practicable to the nearest whole
shares).  The number of Unvested Shares
to be repurchased hereunder shall be allocated among such Executive and the
other holders of such Executive’s Unvested Shares (if any) as the Company may
elect.


(d)   The closing of the purchase and sale of the Unvested Shares
pursuant to the Repurchase Option shall take place on the date designated by
the Company in the Repurchase Notice or Supplemental Repurchase Notice (as the
case may be), which date shall not be more than 60 days nor less than five days
after the delivery of the later of either such notice to be delivered.  The Company shall pay for the Unvested Shares
to be purchased pursuant to the Repurchase Option by delivery of a check or
wire transfer of funds in the aggregate amount of the purchase price for such
shares.  In addition, the Company may pay
the purchase price for such shares by offsetting any bona fide debts owed by
such Executive to the Company or guaranteed by the Company on behalf of such
Executive and any payments received by such Executive hereunder shall be
applied first to repayment of any obligations of such Executive (or his or her
affiliates or family members) to the Company or for which the Company may be
responsible.  The purchasers of Unvested
Shares hereunder shall be entitled to receive customary representations and
warranties from the sellers regarding such sale of shares (including
representations and warranties regarding good title to such shares free and
clear of any liens or encumbrances) and to require all sellers’ signatures be
guaranteed by a national bank or reputable securities broker.


(e)   Notwithstanding anything to the contrary contained in this
Agreement, all repurchases of Unvested Shares by the Company shall be subject
to applicable restrictions contained in the Delaware General Corporation Law and
in the Company’s and its Subsidiaries’ debt and equity financing
agreements.  If any such restrictions
prohibit the repurchase of Unvested Shares hereunder which the Company is
otherwise entitled or required to make, the time periods provided in this Section
4 shall be suspended, and the Company may make such repurchases as soon as
it is permitted to do so.


(f)    If the Company exercises purchase or repurchase rights under this
Section 4 with respect to any or all of the Unvested Shares of any
Executive whose employment with the Company was terminated by the Company
without Cause (the “Called Shares”), and if within six months after the
closing pursuant to such exercise of such purchase or repurchase rights by the
Company or its designee:



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(i)            the
Company is merged into, consolidated with or otherwise combined with or
acquired by another Person, or there is a liquidation of the Company, or there
is a Public Offering (a “Subsequent Offering”) of Common Stock pursuant
to an effective registration statement under the Securities Act in which other
Executives participate as selling Executives (other than (1) a registration
statement on Form S-8 or any successor forms or any other registration
statement relating to a special offering to the Company’s employees or (2) a
registration statement relating to a Unit Offering); and


(ii)           the
per share consideration received by the Executives of the Company in such
transaction, or the per share net proceeds received for the Company’s Common
Stock in the Subsequent Offering, as the case may be (in each case after being
adjusted downward to reflect what the per share consideration or per share net
offering proceeds, as the case may be, would have been had the Common Stock of
such terminated Executive purchased by the Company or its designee pursuant to
the Repurchase Option been outstanding on the date of the closing of such
transaction or Subsequent Offering), exceeds the Fair Market Value used in
calculating the purchase price pursuant to Section 4(b) hereof,


then such Executive
shall be entitled to receive from the Company an amount per Called Share equal
to such excess multiplied by the applicable FMV Price Percentage within 30 days
after the closing of any such transaction or Subsequent Offering. “FMV Price
Percentage” means 20% multiplied by the number of full years elapsed
between the Effective Time of the Merger and the Termination Date for such
Executive.


(g)   Any rights or obligations of the Company pursuant to this Section
4 may be exercised by the Company or any of its Subsidiaries.


5.     Restrictions on Transfer.


(a)   Transfer of Executive Stock.  Without limiting any restrictions on Transfer
to which such Executive may be subject pursuant to any other agreement to which
such Executive is party or pursuant to applicable law or any Company policy, no
Executive shall, without the prior written consent of the Company, sell,
transfer, assign, pledge or otherwise dispose of (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law)
(a “Transfer”) any interest in any shares of Unvested Shares, except
pursuant to the provisions of Section 4 hereof, this Section 5 or
in connection with a Sale of the Company. 
No Executive shall Transfer any Vested Shares in violation of applicable
law, any Company policy or any other agreement to which such Executive is
party.


(b)   Certain Permitted Transfers.  The restrictions contained in this Section 5
shall not apply with respect to transfers of shares of Executive Stock
(i) pursuant to applicable laws of descent and distribution or
(ii) among an Executive’s family group; provided that such
restrictions shall continue to be applicable to shares of such Executive Stock
after any such transfer and the transferees of such Executive Stock shall have
agreed in writing to be bound by the provisions of this Agreement.  An Executive’s “family group” means
such Executive’s spouse and descendants (whether natural or adopted) and any
trust solely for the benefit of such Executive and/or such Executive’s spouse
and/or descendants.



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(c)   No Termination of Restrictions.  The restrictions on Transfer of shares of
Executive Stock set forth in this Section 5 shall continue with respect
to each share of Executive Stock following any Transfer thereof.


6.     Additional Restrictions
on Transfer.


(a)   The certificates representing Executive Stock shall bear the
following legend:


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS
AND CERTAIN OTHER AGREEMENTS SET FORTH IN A MANAGEMENT EQUITY AGREEMENT BETWEEN
THE COMPANY AND CERTAIN OF ITS EMPLOYEES DATED AS OF DECEMBER 26, 2006, AS
AMENDED AND MODIFIED FROM TIME TO TIME. 
A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE
COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


(b)   The certificates representing Unvested Shares to be purchased by
any Executive shall bear the following additional legend:


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
ALSO SUBJECT FOR A PERIOD OF TIME TO A PURCHASE OPTION OF THE COMPANY
APPLICABLE TO “UNVESTED SHARES” AS DESCRIBED IN THE MANAGEMENT EQUITY AGREEMENT
BETWEEN THE COMPANY AND CERTAIN OF ITS EMPLOYEES DATED AS OF DECEMBER 26, 2006,
AS AMENDED AND MODIFIED FROM TIME TO TIME. 
A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE
COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


(c)   No holder of Executive Stock may Transfer any Executive Stock
(except pursuant to an effective registration statement under the 1933 Act)
without first delivering to the Company an opinion of counsel (reasonably
acceptable in form and substance to the Company) that neither registration nor
qualification under the 1933 Act and applicable state securities laws is
required in connection with such transfer.


7.     Covenant Not To Compete.


(a)   In consideration of the opportunity to participate in the equity
offering of GLDD Acquisitions Corp. in December 2003 and the receipt of the
Executive Stock in the Merger, each Executive covenants and agrees that, for
one (1) year after termination of such Executive’s employment with the Company
or any of its Subsidiaries, neither Executive nor any



 6
 






 



of his or her Affiliates shall engage,
directly or indirectly, in lines of business similar to the business of the
Company or any of its Subsidiaries anywhere in the world. Each Executive and
the Company agrees that the foregoing covenant is intended to prohibit each
Executive from engaging in such activities, as the case may be, as owner,
creditor (except as a trade creditor in the ordinary course of business),
partner, Executive, lender, consultant, officer, director, manager, employee,
contractor or agent for any person, firm or corporation (except (i) with
respect to the Company or (ii) as a holder of equity or debt securities in a
corporation which has a class of securities that is publicly traded on a stock
exchange or the recognized over-the-counter market, and then only to the extent
of owning not more than two percent (2%) of the issued and outstanding debt or
equity securities of such corporation).


(b)   Each Executive acknowledges and agrees that the remedy at law for
any breach, or threatened breach, of any of the provisions of this Section 7
will be inadequate and, accordingly, each Executive covenants and agrees that
the Company shall, in addition to any other rights and remedies which the
Company may have, be entitled to equitable relief, including injunctive relief,
and to the remedy of specific performance with respect to any breach or
threatened breach of such covenant, as may be available from any court of
competent jurisdiction. Such right to obtain equitable relief may be exercised,
at the option of the Company, concurrently with, prior to, after, or in lieu
of, the exercise of any other rights or remedies which the Company may have as
a result of any such breach or threatened breach. In the event that the
provisions of this Section 7 shall be determined by a court of competent
jurisdiction to be unenforceable under applicable law as to that jurisdiction
(the parties agreeing that such decision shall not be binding, res judicata or
collateral estoppel in any other jurisdiction) for any reason whatsoever, then
any such provision or provisions shall not be deemed void, but the parties
hereto agree that said limits may be modified by the court and that said
covenant contained in this Section 7 shall be amended in accordance with
said modifications, it being specifically agreed by each Executive and the
Company that it is their continuing desire that this covenant be enforced to
the full extent of its terms and conditions or if a court finds the scope of
the covenant unenforceable, the court should redefine the covenant so as to
comply with applicable law.


8.     Definitions.


(a)   “1933 Act” means the Securities Act of 1933, as amended
from time to time.


(b)   “Additional Per Share Merger Consideration” shall have the
meaning given to such term in the Merger Agreement.


(c)   “Affiliate” has the meaning set forth in Rule 12b-2 of the
Rules promulgated under the Exchange Act.


(d)   “Board” shall mean the Board of Directors of the Company.


(e)   “Cause” shall mean the Executive’s (i) act or acts of
dishonesty, moral turpitude or criminality, (ii) continued failure to perform
such Executive’s duties as an employee, as reasonably determined by the Board
of Directors of the Company acting in good faith, after reasonable notice of
such failure is given to such employee by the Board of Directors of the
Company, for a period of 30 days after such notice and opportunity to cure such
failure, or



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(iii) willful or deliberate violations of
such Executive’s obligations to the Company that result in injury to the
Company.


(f)    “Code” shall mean the Internal Revenue Code of 1986 and
the regulations promulgated thereunder, as it may be amended from time to time.


(g)   “Common Stock” means (i) from and after the Effective Time
until the Holdco Merger Effective Time, Company Common Stock and (ii) from and
after the Holdco Merger Effective Time, Holdco Common Stock.


(h)   “Company Common Stock” means Common Stock, par value
$0.0001 per share, of the Company.


(i)    “Effective Time” has the meaning set forth in the Merger
Agreement.


(j)    “Exchange Act” means the Securities Exchange Act of 1934,
as amended.


(k)   “Executive” shall have the meaning given to such term in the
preamble hereto and, to the extent that determined in accordance with such
preamble, an “Executive” is a trust, limited partnership or limited liability
company, “Executive” shall include the individual employee on behalf of whom or
at the direction of whom such trust, limited partnership or limited liability
company received or receives Common Stock.


(l)    “Executive Stock” shall mean all shares of Common Stock
issued pursuant to the Merger Agreement or acquired hereafter by any
Executive.  Executive Stock shall
continue to be Executive Stock in the hands of any holder other than an
Executive (except for the Company and except for transferees in a Public Sale),
and except as otherwise provided herein, each such other holder of Executive
Stock shall succeed to all rights and be subject to all and obligations
attributable to an Executive as a holder of Executive Stock hereunder.  Executive Stock shall also include shares of
the Company’s capital stock and other securities issued with respect to
Executive Stock by way of a stock split or stock dividend or in connection with
a combination of shares, recapitalization, merger, consolidation or other
reorganization.


(m)  “Fair Market Value” of each share of Executive Stock means
the average of the closing prices of the sales of the Common Stock on all
securities exchanges on which the Common Stock may at the time be listed, or,
if there have been no sales on any such exchange on any day, the average of the
highest bid and lowest asked prices on all such exchanges at the end of such
day, or, if on any day the Common Stock is not so listed, the average of the
representative bid and asked prices quoted in the NASDAQ System as of
4:00 P.M., New York time, or, if on any day the Common Stock is not quoted
in the NASDAQ System, the average of the highest bid and lowest asked prices on
such day in the domestic over-the-counter market as reported by the National
Quotation Bureau Incorporated, or any similar successor organization, in each
such case averaged over a period of 21 days consisting of the day as of which
the Fair Market Value is being determined and the 20 consecutive business days
prior to such day.  If at any time the
Common Stock is not listed on any securities exchange or quoted in the NASDAQ
System or the over-the-counter market, the Fair Market Value shall be the fair
value of the Common Stock as of the date of Termination determined in good
faith by the Board (without



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taking into account the effect of any
contemporaneous repurchase of Unvested Shares under Section 4
hereof).


(n)   “GLDD Common Stock” means common stock, par value $0.01 per
share, of GLDD issued and outstanding immediately prior to the Merger.


(o)   “Holdco Common Stock” means common stock, par value $0.0001
per share, of Holdco.


(p)   “Holdco Merger Effective Time” means the time that the
Holdco Merger becomes effective under the laws of the State of Delaware.


(q)   “Independent Third Party” means any person who, immediately
prior to the contemplated transaction, does not own in excess of 5% of the
Common Stock on a fully-diluted basis, who is not controlling, controlled by or
under common control with any such 5% owner of the Common Stock and who is not
the spouse or descendent (by birth or adoption) of any such 5% owner of the
Common Stock.


(r)    “Original Cost” of each share of Common Stock acquired
hereunder shall equal the quotient determined by dividing $10 by the number of
shares of Company Common Stock issuable in respect of a share of GLDD Common
Stock in the Merger (as thereafter proportionately adjusted for all subsequent
stock splits, stock dividends, mergers and other recapitalizations affecting
the Common Stock).


(s)   “Person” mean any individual, corporation, limited
liability company, partnership, firm, association, joint venture, joint stock company,
trust or other entity, or any government or regulatory administrative or
political subdivision or agency, department or instrumentality thereof.


(t)    “Permitted Transferee” means any holder of Executive Stock
who acquired such stock pursuant to a transfer permitted by Section 5(b).


(u)   “Prior Agreement” means that certain Management Equity
Agreement, dated as of December 22, 2003, by and among GLDD Acquisitions Corp.
and the Executives.


(v)   “Public Offering” means the sale, in an underwritten public
offering registered under the 1933 Act, of shares of the Company’s Common
Stock.


(w)  “Public Sale” means any sale pursuant to a registered public
offering under the 1933 Act or any sale to the public pursuant to Rule 144
(or similar rule then in effect) promulgated under the 1933 Act effected
through a broker, dealer or market maker.


(x)    “Sale of the Company” means, after the Effective Time, the
sale of the Company to an Independent Third Party or affiliated group of
Independent Third Parties pursuant to which such party or parties acquire
(i) capital stock (or rights to acquire capital stock) of the Company
possessing the voting power (or the right to acquire capital stock of the
Company possessing the voting power) to elect a majority of the Company’s board
of directors (whether by merger, consolidation or sale or transfer of the
Company’s capital stock) or (ii) all or



 9
 






 



substantially all of the Company’s assets
determined on a consolidated basis; provided that in no event shall the
Merger, the Holdco Merger or any of the other Post-Closing Mergers (as defined
in the Merger Agreement) be deemed a Sale of the Company.


(y)   “Securities Act” means the Securities Act of 1933, as
amended.


(z)    “Subsidiary” means any corporation of which the Company
owns securities having a majority of the ordinary voting power in electing the
board of directors directly or through one or more subsidiaries.


(aa) “Unit Offering” means an underwritten public offering of a
combination of debt securities and Common Stock (or warrants or exchange rights
to purchase Common Stock) of the Company in which not more than 15% of the
gross proceeds received for the sale of such securities is attributed to Common
Stock.


9.     Notices.  Any notice provided for in this Agreement
must be in writing and must be either personally delivered, mailed by first
class mail (postage prepaid and return receipt requested), sent by reputable
overnight courier service (charges prepaid) or sent by facsimile (hard copy to
follow) to the recipient at the address or facsimile number indicated below:


To the Company:


Great Lakes Dredge & Dock Holdings Corp.

2122 York Road

Oak Brook, IL 60523

Fax:  (630) 574-2909

Attention:  Chief Executive Officer


with copies to:


Madison Dearborn
Partners, LLC

Three First National Plaza

70 W. Madison, Suite 3800

Chicago, IL 60602

Fax:  (312) 895-1100

Attention:  Thomas S. Souleles


Douglas Grissom


Kirkland & Ellis LLP

200 E. Randolph Dr.

Chicago, IL 60601

Fax:  (312) 861-2200

Attention:  Richard J. Campbell



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To Executive:


At the address listed below Executive’s name on the Schedule of
Executives attached hereto


or such other address or facsimile number or to the
attention of such other person as the recipient party shall have specified by
prior written notice to the sending party. 
Any notice under this Agreement shall be deemed to have been given when
so delivered or sent or, if mailed, five days after deposit in the U.S. mail.


10.   General Provisions.


(a)   Transfers in Violation of Agreement.  Any Transfer or attempted Transfer of any
Executive Stock in violation of any provision of this Agreement shall be void,
and the Company shall not record such Transfer on its books or treat any
purported transferee of such Executive Stock as the owner of such stock for any
purpose.  No action, consent, amendment
or approval of the Company shall be deemed effective hereunder, and no officer
of the Company shall be entitled to act on behalf of the Company with respect
to the Company, unless approved by the Board by written consent or at a meeting
duly convened.


(b)   Severability. 
Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
or any other jurisdiction, but this Agreement shall be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


(c)   Complete Agreement. 
This Agreement, those documents expressly referred to herein and other
documents of even date herewith embody the complete agreement and understanding
among the parties and supersede and preempt any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.


(d)   Counterparts.  This
Agreement may be executed in separate counterparts (including by facsimile or
electronic transmission), each of which is deemed to be an original and all of
which taken together constitute one and the same agreement.


(e)   Successors and Assigns. 
Except as otherwise provided herein, this Agreement shall bind and inure
to the benefit of and be enforceable by each Executive, the Company, and their
respective successors and assigns (including subsequent holders of Executive
Stock); provided that the rights and obligations of Executive under this
Agreement shall not be assignable except in connection with a permitted
transfer of Executive Stock hereunder.


(f)    Choice of Law.  The
corporate law of the State of Delaware shall govern all questions concerning
the relative rights of the Company and its Executives.  All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement and
the



 11
 






 



exhibits hereto shall be governed by the
internal law, and not the law of conflicts, of the State of Illinois.


(g)   Remedies.  Each of
the parties to this Agreement (including MDCP) shall be entitled to enforce its
rights under this Agreement specifically, to recover damages and costs
(including reasonable attorney’s fees) caused by any breach of any provision of
this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that
money damages would not be an adequate remedy for any breach of the provisions
of this Agreement and that any party may in its sole discretion apply to any
court of law or equity of competent jurisdiction (without posting any bond or
deposit) for specific performance and/or other injunctive relief in order to
enforce or prevent any violations of the provisions of this Agreement.


(h)   Amendment and Waiver. 
The provisions of this Agreement may be amended and waived with respect
to any Executive only with the prior written consent of the Company and either
(i) such Executive or (ii) the holders of a majority of the shares of Common
Stock held by all
Executives.


(i)    Business Days.  If
any time period for giving notice or taking action hereunder expires on a day
which is a Saturday, Sunday or legal holiday in the state in which the Company’s
chief executive office is located, the time period shall be automatically
extended to the business day immediately following such Saturday, Sunday or
holiday.


(j)    Rights of the Company. 
Nothing in this Agreement shall interfere with or limit in any way the
right of the Company to terminate an Executive’s employment at any time (with
or without cause), nor confer upon any Executive any right to continue in the
employ of the Company for any period of time or to continue his or her present
(or any other) rate of compensation.


(k)   Termination.  Unless
otherwise specified herein, the rights and obligations of the parties hereunder
shall terminate automatically and without further action on the part of any
party hereto upon consummation of a Sale of the Company; provided that
no such termination shall impair the rights of any party hereto with respect to
any breach of this Agreement arising prior to such termination.


(l)    Prior Agreement. 
Notwithstanding anything herein to the contrary, this Agreement shall
amend and replace the Prior Agreement immediately upon, but only upon, the
Effective Time; provided that (i) unless and until the Effective Time
occurs, the Prior Agreement shall remain in full force and effect and (ii) no
amendment and restatement of the Prior Agreement shall relieve any party of
liability for breach arising prior to such amendment and restatement.  Each party (including the Company)
acknowledges and agrees that promptly after the Closing contemplated by the
Merger, it is contemplated that the Holdco Merger will occur and that effective
as of immediately prior to the consummation of the Holdco Merger, without
further action on the part of any party hereto, the Company does hereby assign
to Holdco, and Holdco does assume, all rights and obligations of the Company
hereunder and from and after the effectiveness of such assignment Holdco shall
be “the Company” for all purposes of this



 12
 






 



Agreement and all rights and obligations of
the parties hereto shall automatically survive the Merger, the Holdco Merger
and the Post-Closing Mergers.


(m)  Stock Certificates.  By
an Executive’s execution hereof, Executive agrees that the Company may retain
for Executive’s benefit, any certificate representing (i) Unvested Shares and
(ii) any Executive Stock which may not then be Transferred by Executive as a
result of any lock-up or contractual restriction to which such Executive is
party or any law or Company policy to which such shares are subject.


(n)   Third-Party Beneficiary. 
Each Executive acknowledges and agrees that the representations and
warranties of such Executive in Section 2 of this Agreement are being relied
upon by Winston & Strawn LLP in connection with an opinion being delivered
by Winston & Strawn LLP to GLDD in connection with the Merger and such
Executive agrees that Winston & Strawn LLP may rely on such representations
and warranties of such Executive in delivering such opinion.


11.   Code Section 280G.  Notwithstanding any provision of this
Agreement to the contrary, if all or any portion of the payments or benefits
received or realized by any Executive pursuant to this Agreement either alone
or together with other payments or benefits which such Executive receives or
realizes or is then entitled to receive or realize from the Company or any of
its affiliates would constitute an “excess parachute payment” within the
meaning of Section 280G of the Code and/or any corresponding and
applicable state law provision, such payments or benefits provided to such
Executive shall be reduced by reducing the amount of payments or benefits
payable to such Executive to the extent necessary so that no portion of such
payments or benefits shall be subject to the excise tax imposed by
Section 4999 of the Code and any corresponding and/or applicable state law
provision; provided that such reduction shall only be made if, by reason of
such reduction, such Executive’s net after tax benefit shall exceed the net
after tax benefit if such reduction were not made.  For purposes of this paragraph, “net after
tax benefit” shall mean the sum of (i) the total amount received or
realized by such Executive pursuant to this Agreement that would constitute a “parachute
payment” within the meaning of Section 280G of the Code and any
corresponding and applicable state law provision, plus (ii) all other
payments or benefits which such Executive receives or realizes or is then
entitled to receive or realize from the Company and any of its affiliates that
would constitute a “parachute payment” within the meaning of Section 280G
of the Code and any corresponding and applicable state law provision, less (iii) the
amount of federal or state income taxes payable with respect to the payments or
benefits described in (i) and (ii) above calculated at the maximum
marginal individual income tax rate for each year in which payments or benefits
shall be realized by such Executive (based upon the rate in effect for such
year as set forth in the Code at the time of the first receipt or realization
of the foregoing), less (iv) the amount of excise taxes imposed with
respect to the payments or benefits described in (i) and (ii) above by
Section 4999 of the Code and any corresponding and applicable state law
provision.


*  * 
*  *  *



 13
 






 



IN WITNESS
WHEREOF, this Management Equity Agreement has been executed as of the date
first written above,


 


	
  

  	
  Aldabra Acquisition Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason Weiss

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLDD Acquisitions Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Great Lakes Dredge & Dock Holdings Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason Weiss

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  CEO

  



 



 14
















 


IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
   

  	
  MADISON DEARBORN CAPITAL PARTNERS

  
	
   

  	
  IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn Partners IV, L.P.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn Partners, L.L.C.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas S. Souleles

  
	
   

  	
   

  	
  Name:

  	
  Thomas S. Souleles

  
	
   

  	
   

  	
  Title:

  	
  Member

  



 


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Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
   

  	
  SPECIAL CO-INVEST I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William S. Kirsch

  
	
   

  	
  Its:

  	
   

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
   

  	
  RANDOLPH STREET PARTNERS VI

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack S. Levin

  
	
   

  	
  Its:

  	
  Managing Partner

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Katie M. Hayes

  
	
   

  	
   

  	
     Katie M. Hayes

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Ellen Parker Burke

  
	
   

  	
   

  	
     Ellen Parker Burke

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Bradley T.J. Hansen

  
	
   

  	
   

  	
  Bradley T.J. Hansen

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Steven W. Becker

  
	
   

  	
   

  	
  Steven W. Becker

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Robert F. Mackay

  
	
   

  	
   

  	
  Robert F. Mackay

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Patrick C. Hughes

  
	
   

  	
   

  	
  Patrick C. Hughes

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Arthur S. Fletcher

  
	
   

  	
   

  	
  Arthur S. Fletcher

  



 


[Signature
Page to Management Equity Agreement]















 


IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ John R. Maszczyk

  
	
   

  	
   

  	
  John R. Maszczyk

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Donald J. Luce

  
	
   

  	
   

  	
  Donald J. Luce

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Steven F. O’Hara

  
	
   

  	
   

  	
  Steven F. O’Hara

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ John T. O’Brien

  
	
   

  	
   

  	
  John T. O’Brien

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Michael R. Sayer

  
	
   

  	
   

  	
  Michael R. Sayer

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Douglas B. Mackie

  
	
   

  	
   

  	
  Douglas B. Mackie

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Seann M. Perez

  
	
   

  	
   

  	
  Seann M. Perez

  



 


[Signature
Page to Management Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
   

  	
  Deborah A. Wensel Living
  Trust,

  
	
   

  	
  dated December
  7, 2004

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Its:

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  The undersigned
  is executing the attached

  	
   

  
	
  with the
  acknowledgement that Section 7

  	
   

  
	
  of this
  Agreement is binding on her as

  	
   

  
	
  though she were
  an Executive party hereto.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Deborah A.
  Wensel

  	
   

  	
   

  
	
   

  	
  Deborah A.
  Wensel

  	
   

  
					



 


[Signature Page to Management
Equity Agreement]









 



IN WITNESS WHEREOF, the
undersigned has executed this Agreement as of the date first written above.


 


 


	
  

  	
  By:

  	
  /s/ Mark R. Thomas

  
	
   

  	
   

  	
  Mark R. Thomas

  



 


[Signature Page to Management
Equity Agreement]









 



IN WITNESS WHEREOF, the
undersigned has executed this Agreement as of the date first written above.


 


 


	
  

  	
  By:

  	
  /s/ T. Christopher Roberts

  
	
   

  	
   

  	
  T. Christopher Roberts

  



 


[Signature Page to Management
Equity Agreement]
















IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
   

  	
  By:

  	
  /s/ James C. Gillespie           12/15/06

  
	
   

  	
   

  	
  James C. Gillespie

  



 


[Signature Page to Management
Equity Agreement]











IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Sam R. Morrison

  
	
   

  	
   

  	
  Sam R. Morrison

  



 


[Signature Page to Management
Equity Agreement]











IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ William E. Hannum

  
	
   

  	
   

  	
  William E. Hannum

  



 


[Signature Page to Management
Equity Agreement]











IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  Philip D. Mackie 1998 Trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ William L. Colnon

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 


[Signature Page to Management
Equity Agreement]











IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  Christopher T. Mackie 1998 Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ William L. Colnon

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 


[Signature Page to Management
Equity Agreement]











IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  Kathleen J. Mackie 1998 Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ William L. Colnon

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 


[Signature Page to Management
Equity Agreement]











IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  Madeline C. Mackie 1998 Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ William L. Colnon

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 


[Signature Page to Management
Equity Agreement]











IN WITNESS WHEREOF,
the undersigned has executed this Agreement as of the date first written above.


 


	
  

  	
  Natalie A.Mackie 1998 Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ William L. Colnon

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 


[Signature Page to Management
Equity Agreement]











IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ John F. Karas

  
	
   

  	
   

  	
  John F. Karas

  



 


[Signature Page to Management
Equity Agreement]











IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ George T. Strawn

  
	
   

  	
   

  	
  George T. Strawn

  



 


[Signature Page to Management
Equity Agreement]


 















 


IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Robert C. Ramsdell

  
	
   

  	
   

  	
  Robert C. Ramsdell

  



 


[Signature Page to Management
Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ William F. Pagendarm

  
	
   

  	
   

  	
  William F. Pagendarm

  



 


[Signature Page to Management
Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ David C. Cizek

  
	
   

  	
   

  	
  David C. Cizek

  



 


[Signature Page to Management
Equity Agreement]









 



IN WITNESS WHEREOF,
the undersigned has executed this Agreement as of the date first written above.


 


	
  

  	
  By:

  	
  /s/ Richard M. Lowry

  
	
   

  	
   

  	
  Richard M. Lowry

  



 


[Signature Page to Management
Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Kyle D. Johnson

  
	
   

  	
   

  	
  Kyle D. Johnson

  



 


[Signature Page to Management
Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ William H. Hanson

  
	
   

  	
   

  	
  William H. Hanson

  



 


[Signature Page to Management
Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Steven R. Auernhamer

  
	
   

  	
   

  	
  Steven R. Auernhamer

  



 


[Signature Page to Management
Equity Agreement]


 









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Russell F. Zimmerman

  
	
   

  	
   

  	
  Russell F. Zimmerman

  



 


[Signature Page to Management
Equity Agreement]









 



IN WITNESS
WHEREOF, the undersigned has executed this Agreement as of the date first
written above.


 


	
  

  	
  By:

  	
  /s/ Michael J. Lueders

  
	
   

  	
   

  	
  Michael J. Lueders

  



 


[Signature Page to Management
Equity Agreement]