exhibit1014.htm


    Exhibit
10.14

    


    Hunter
Acquisition Corp.

    Orion
Marine Group

    


    Executive
Incentive Plan (“EIP”) 

    


     

    I.
Objectives

     

    
      	
               
      

            	
              1.

            	
              To
      provide incentive to Orion’s Senior Management Team to grow the overall
      business of Orion in a profitable manner.

            	
               

            


    

     

    
      	
               
      

            	
              2.

            	
              To
      financially reward executives for achievement of overall Company goals, as
      well as individual goals.

            


    

     

    II.
Eligibility

     

    
      	
               
      

            	
              3.

            	
              Eligibility
      for the EIP includes the CEO, President & COO, CFO and Regional
      Executive Vice Presidents.

            


    

     

    III.
Incentive Determination

     

    
      	
               
      

            	
              4.

            	
              The
      EIP incentive pool will be based on Orion’s performance and will be based
      upon Orion’s pre-EIP bonus.

            


    

     

    
      	
               
      

            	
              5.

            	
              Formula
      Component — 75% of the incentive determination for EIP participants will
      be based on the achievement of the consolidated Net Cash Flow target
      (the  “Target”).  This component is only available if
      Company meets or exceeds 80% of
Target.

            


    

     

    
      	
               
      

            	
              6.

            	
              Discretionary
      Component – 25% of the incentive determination for EIP participants will
      based on annually agreed to individual objectives.  This
      component is only available if Company meets or exceeds 80% of
      Target.

            


    

     

    IV.
Award Allocation

     

    
      	
               
      

            	
              7.

            	
              Earned
      awards are payable only if an EIP 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.

     

    V.
Timing and Payout Form

     

    
      	
               
      

            	
              8.

            	
              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.
Termination of Employment

     

                9.           Any
EIP awards are forfeited in cases of termination.

     

    
      	
               
      

            	
              10.

            	
              If
      an employee terminates prior to the fiscal year’s close because of death
      or disability (as defined in Company’s long-term disability plan), EIP
      awards will be prorated for the
year.

            


    

     

    VII.
Plan Administration

     

    
      	
               
      

            	
              11.

            	
              The
      EIP Administrator will be a committee approved by the Board of Directors’
      Compensation Committee.

            


    

     

    
      	
               
      

            	
              12.

            	
              The
      EIP Administrator will approve annually developed performance measures,
      performance standards, and award levels, subject to the approval of the
      Board of Directors’ Compensation Committee.

            	
               

            


    

     

    
      	
               
      

            	
              13.

            	
              The
      EIP Administrator will approve all finalized award payments before
      submission to payroll, subject to the approval of the Board of Directors’
      Compensation Committee.

            


    

     

    
      	
               
      

            	
              15.

            	
              The
      EIP Administrator will have all authority to approve continuation,
      modification or elimination of the Plan based upon a review of actual
      results, subject to the approval of the Board of Director’s Compensation
      Committee. 

            


    

     

    
      	
               
      

            	
              16.

            	
              Terms
      of valid employment agreements, if any, supercede the terms and conditions
      of this document.

            


    

     

    
      	
               
      

            	
              17.

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

            


    

     

    
      	
               
      

            	
              VIII.  Fiscal
      Year Provisions

            


    

     

    
      	
               
      

            	
              18.

            	
              In
      any fiscal year the EIP Administrator, subject to the approval of the
      Board of Directors’ Compensation Committee, may set forth additional terms
      applicable to the administration of the EIP 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 EIP, as defined in Treasury Regulation §
      1.162-27(h)(1)(iii).

            


    

     


    
      
        
          


          Dallas 1487393v.3


        

         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
A

    


    Fiscal
Year 2008

     

     

    A.           Purpose

     

    This
Appendix A sets forth terms applicable to EIP awards granted with respect to
services performed during the 2008 fiscal year.  This Appendix A does
not amend the EIP, 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 an EIP participant pursuant to an EIP award earned for the 2008 fiscal year
may not exceed an amount equal to two (2) times their respective Target Bonus
amounts.

    
      
         Exhibit 10.15<?xml:namespace
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        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.
 

    


    
      
        
          Appendix
A

          Executive
Incentive
Plan                                                                
A-

          Dallas 1487393v.3