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ORION MARINE GROUP, INC.
LONG TERM INCENTIVE PLAN
 STOCK OPTION AGREEMENT
  WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 The Grant
 Exercise
   1




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Effect of Termination of Service on Exercisability except
 Termination on Account of Disability
 Termination on Account of Death
 2




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Termination not for Cause nolo contendere
 Transferability
 Compliance with Securities Law
 3




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Extension if Exercise Prevented by Law
 Extension if You are Subject to Section 16(b)
 Withholding Taxes
 4




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Status of Stock
    Adjustments
   5




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Lock-Up Period
 Stockholder Agreement
 Legends
 Notice of Sales Upon Disqualifying Disposition of ISO
 6




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Right to Terminate Services
 Furnish Information
 Remedies
 No Liability for Good Faith Determinations
 Execution of Receipts and Releases
 No Guarantee of Interests
 Company Records
 Notice
 Waiver of Notice
 7




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Information Confidential
 Successors
 Severability
 Company Action
 Headings
 Governing Law
 Word Usage
 No Assignment
 Acknowledgements Regarding Section 409A and Section 422 of the Code
 8




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Miscellaneous
     9




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ORION MARINE GROUP, INC.,a Delaware CorporationBy:Name:Title:
 ACCEPTED:Signature of optioneeName of optionee (Please Print)
 
 10




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NOTICE OF GRANT OF STOCK OPTION
 Appendix A Appendix B
 Type of Option:
    
    Check one (and only one) of the following:o    Incentive Stock Option(This Option is
intended to be an Incentive Stock Option (as defined in
the Plan).)o    Nonstatutory Stock Option(This Option
is notintended to be an Incentive Stock Option (as
defined in the Plan).)Optionee:Date of Grant:
    

, 20___ (Date of Grant)Number of Shares:Option Price:
    

$  per shareNote: In the case of an Incentive Stock Option, the
Option Price must be at least 100% (or, in the case of a
10% shareholder of the Company, 110%) of the Fair Market
Value (as defined in the Plan) of a share of Stock on
the Date of Grant.Expiration Date:
    
    , 20___Note: In the case of an Incentive Stock Option, this
date cannot be more than ten years (or in the case of a
10% shareholder of the Company, more than five years)
from the Date of Grant.




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Vesting Schedule:
    
    Subject to the other terms and conditions set forth
herein, the Option Agreement and in the Plan, this
Option may be exercised in cumulative installments as
follows, provided that you remain in the employ of or a
service provider to the Company or its Subsidiaries
until the following applicable dates: (a) this Option
will become exercisable with respect to
1/3 of the Option Shares on the
one year anniversary of the Date of Grant, and (b) this
Option will become exercisable with respect to
1/36 of the Options Shares on each
monthly anniversary of the Date of Grant thereafter such
that this Option will be exercisable with respect to
100% of the Option Shares as of the three year
anniversary of the Date of Grant.[NOTE: ADDITIONAL VESTING EVENTS MAY BE ADDED.]
  Note: To accept the grant of this Option, you must execute this form and return an executed copy
to  (the Designated Recipient) by  . Failure to return the executed
copy to the Designated Recipient by such date will render this Option invalid
 By:Name:Title:
 Accepted by:
 [GRANTEE]
 By:Date:
 [DESIGNATED RECIPIENT]
 By:Date Received:
 Attachments:
    
    Appendix A  Orion Marine Group, Inc. Long Term Incentive Plan
Appendix B  Stock Option Agreement




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Appendix A
 Orion Marine Group, Inc. Long Term Incentive Plan




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Appendix B
 Stock Option Agreement




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Orion Marine Group, Inc. Long Term Incentive Plan
 Notice Of Stock Option Exercise
 Optionee Information:Name:
    
    
    
    Social Security Number:
    
    --Address:
    
    
    
    Employee Number:Option Information:Date of Grant: , ____, 20 ___
    
    Type of Option:
    
    o Nonstatutory (NSO) oro Incentive (ISO)Exercise Price per share: $Total number of shares of common stock
(Stock) of  (the Company)
covered by option:
    
    sharesExercise Information:Number of shares of Stock of the Company for which option is being exercised now: 
(These shares are referred to below as the Purchased Shares.)Total Exercise Price for the Purchased Shares:
    
    $Form of payment enclosed [check all that apply]:o
    
    Check for $,
made
payable to 
    
    o  Certificate(s) for  shares of
Stock of the Company      that I have
owned for at least six months.
(These shares will be
      valued as of
the date this notice is received by
the Company.)Names in which the Purchased Shares should be registered [you must check one]:o
    
    In my name onlyo
    
    In the names of my spouse and
myself as community property
    
    My spouses name (if applicable):o
    
    In the names of my spouse and
myself as joint tenants with
the right of survivorshipThe certificate for the Purchased Shares
should be sent to the following address:By:Name:Date: