exhibit1015.htm


    Exhibit
10.15

     

    Hunter
Acquisition/

     

    Orion
Marine Group

     

    


     

    Subsidiary
Incentive Plan (SIP) Document – Tier 2

     

    


     

    
      	
              I.  

            	
              Objectives

            


    

     

    
      	
              1.  

            	
              To
      provide incentive to Orion’s Subsidiary Management Teams to grow the
      overall business of Orion and their respective subsidiaries in a
      profitable manner.

            


    

     

    
      	
              2.  

            	
              To
      financially reward employees for achievement of corporate, subsidiary, and
      individual goals.

            


    

     

    
      	
              3.  

            	
              To
      provide competitive cash compensation when plan results are achieved, and
      exceed market norms when superior results
occur.

            


    

     

    
      	
              II.  

            	
              Eligibility

            


    

     

    
      	
              4.  

            	
              Eligibility
      for the SIP-Tier 2 includes senior management and business development
      staff of Orion’s subsidiaries.

            


    

     

    
      	
              III.  

            	
              Incentive
      Determination

            


    

     

    
      	
              5.  

            	
              Each
      Participant will have a target incentive bonus equal to from 30% to 50% of
      annual base salary. The incentive bonus available to Participants is
      dependent on the following four standard
  elements:

            


    

     

    
      	
              ●  

            	
              30%
      of Bonus — Overall Orion Marine Group Financial Performance relative to
      plan;

            


    

     

    
      	
              ●  

            	
              35%-45%
      of Bonus — Subsidiary Financial Performance relative to
    plan;

            


    

     

    
      	
              ●  

            	
              15%-20%
      of Bonus — Individual Goals established by the President or CEO of Orion
      Marine Group; and

            


    

     

    
      	
              ●  

            	
              10%-20%
      of Bonus — Subsidiary Safety
Performance.

            


    

     

    All bonus
elements above are conditioned on achievement of the Trigger Point (80%) of the
Consolidated Target (OMGI net cash flow target). The percentages for Subsidiary
Financial Performance, Individual Goals and Subsidiary Safety Performance may be
adjusted for an individual Participant at the discretion of the President or CEO
of Orion Marine Group.

     

    
      	
              6.  

            	
              The
      Individual Goals element for each Participant will be established at the
      discretion of the Orion Marine Group’s CEO, President and Sr. Management
      Team. Objectives may include safety record, a business unit’s operating,
      financial, and sales growth results, performance improvement, and other
      specific items.

            


    

     

    
      	
              7.  

            	
              Determination
      of achievement of goals shall be at the sole and absolute discretion of
      the SIP Administrator.

            


    

     

    
      	
              IV.  

            	
              Award
      Allocation

            


    

     

    
      	
              8.  

            	
              Earned
      awards are payable only if a SIP Participant is an employee in good
      standing. Good standing means that, at the time of payout, an
      employee:

            


    

     

    
      	
              a)  

            	
              has
      not resigned,

            


    

     

    
      	
              b)  

            	
              has
      not indicated an intention to
resign,

            


    

     

    
      	
              c)  

            	
              has
      not been notified that their employment has been
    terminated,

            


    

     

    
      	
              d)  

            	
              is
      not on a performance improvement
program.

            


    

     

    
      	
              9.  

            	
              If
      an employee terminates prior to the fiscal year’s close because of death
      or disability, SIP awards will be prorated for the
  year.

            


    

     

    
      	
              V.  

            	
              Timing
      and Payout Form

            


    

     

    
      	
              10.  

            	
              Incentive
      awards will be calculated and are payable as soon as practical following
      the close of the fiscal year. Awards will be paid as ordinary income and
      will be subject to payroll tax
withholding.

            


    

     

    
      	
              VI.  

            	
              Plan
      Administration

            


    

     

    
      	
              11.  

            	
              The
      SIP Administrator will be a committee appointed by Orion’s Senior
      Management Team.

            


    

     

    
      	
              12.  

            	
              The
      SIP Administrator will approve annually developed performance measures,
      performance standards, and award
levels.

            


    

     

    
      	
              13.  

            	
              The
      SIP Administrator will approve all finalized award payments before
      submission to payroll.

            


    

     

    
      	
              14.  

            	
              The
      SIP Administrator will have all authority to approve continuation,
      modification or elimination of the Plan based upon a review of actual
      results.

            


    

     

    
      	
              15.  

            	
              The
      SIP is effective as of the fiscal year beginning January 1, 2005 and will
      continue until terminated by the Board of Directors’ Compensation
      Committee.

            


    

     

    
      	
              16.  

            	
              To
      the extent any Named Executive Officer participates in the SIP, the
      Compensation Committee of the Board of Directors shall set goals, assess
      achievement of such goals, and approve pay
outs.

            


    

     

    
      	
              VII.  

            	
              Fiscal
      Year Provisions

            


    

     

    
      	
              17.  

            	
              In
      any fiscal year the SIP Administrator, subject to the approval of the
      Board of Director’s Compensation Committee, may set forth additional terms
      applicable to the administration of the SIP for such fiscal year in an
      appendix to this document; provided that no term may be set forth in an
      appendix to this document that would cause a “material modification” of
      the SIP, as defined in Treasury Regulation §
      1.162-27(h)(1)(iii).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
A

    


    Fiscal
Year 2008

     

     

    A.           Purpose

     

    This
Appendix A sets forth terms applicable to SIP awards granted with respect to
services performed during the 2008 fiscal year.  This Appendix A does
not amend the SIP, nor does this Appendix A apply to any award granted with
respect to services performed in any fiscal year other than the 2008 fiscal
year.

     

    B.           Limitations

     

    Payment
to a SIP participant pursuant to a SIP award earned for the 2008 fiscal year may
not exceed an amount equal to 75% of such participants’ respective Annual Base
Salaries.

     

    


     

    


     

    
      	
              Dallas
      1489419v.2

            


    

    


     


    
      
        
          Appendix
A

          Subsidiary
Incentive
Plan                                                                
A-