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Exhibit 10.13
 ORION MARINE GROUP, INC.
LONG TERM INCENTIVE PLAN
 RESTRICTED STOCK AGREEMENT
  WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE,
 The Grant
 Escrow of Restricted Shares
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Ownership of Restricted Shares
 Restrictions; Forfeiture
 Expiration of Restrictions and Risk of Forfeiture
 Termination of Services
 Termination Generally .
 Effect of Employment Agreement
 Election Under Section 83(b) of the Code
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Leave of Absence
 Delivery of Stock
 Payment of Taxes
 Compliance with Securities Law
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Lock-Up Period
 Stockholders Agreement
 Legends
 Right of the Company and Subsidiaries to Terminate Services
 Furnish Information
 Remedies
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No Liability for Good Faith Determinations
 Execution of Receipts and Releases
 No Guarantee of Interests
 Company Records
 Notice
 Waiver of Notice
 Information Confidential
 Successors
 Severability
 Company Action
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Headings
 Governing Law
 Amendment
 The Plan
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ORION MARINE GROUP, INC.,a Delaware corporationBy:Name:Title:
 ACCEPTED:Signature of granteeName of grantee (Please Print)Date: , ____ACKNOWLEDGED AND AGREED:By:Name:
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NOTICE OF GRANT OF RESTRICTED STOCK
 Appendix A Appendix B
 Grantee:Date of Grant:
    
    ___, 200___(Date of Grant)Number of Shares:Fair Market Value of
Shares on Date of Grant:Vesting Schedule:
    
    The restrictions on all of the Restricted Shares
granted pursuant to the Agreement will expire and
the Restricted Shares will become transferable,
except to the extent provided in Section 12 of
the Agreement, and nonforfeitable as follows:
(a) the restrictions on 1/3
of the Restricted Shares shall expire on the one
year anniversary of the Date of Grant, and (b)
the restrictions on 1/36 of
the Restricted Shares shall expire on each
monthly anniversary of the Date of Grant
thereafter such that 100% of the Restricted
Shares will be vested on the three year
anniversary of the Date of Grant; provided,
however, that such restrictions will expire on
such dates only if you remain in the employ of or
a service provider to the Company or its
Subsidiaries continuously from the Date of Grant
through the applicable vesting date.[NOTE: ADDITIONAL VESTING PROVISIONS MAY BE ADDED]




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Note: To accept the Restricted Shares, execute this form and return an executed copy to  (the Designated Recipient) by  ___, 200___. Failure to return the executed
copy to the Designated Recipient by such date will render this issuance 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  Restricted Stock Agreement




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




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Appendix B
 Restricted Stock Agreement




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SECTION 83(b) ELECTION
  (1)
    
    The taxpayer who performed the services is:Name:Address:Social Security No.:(2)
    
    The property with respect to which the election is made is
___ shares of the common stock
(the Shares) of  (the Company).(3)
    
    The property was transferred on  ___, ___(the Date of Grant).(4)
    
    The taxable year for which the election is made is the calendar year ___.(5)
    
    Pursuant to the terms of a Restricted Stock Award Agreement (the Agreement) between the
Company and the taxpayer, the Shares will not be transferable and will be subject to a
substantial risk of forfeiture as set forth in the Agreement. The restrictions on
all of the Shares will expire and the Shares will become transferable, except to the extent
provided in Section 12 of the Agreement, and nonforfeitable as follows: (a) the restrictions
on 1/3 of the Shares will expire on the one year anniversary of the Date
of Grant, and (b) the restrictions on 1/36 of the Shares will expire on
each monthly anniversary of the Date of Grant thereafter such that 100% of the Shares will be
vested on the three year anniversary of the Date of Grant; provided, however, that such
restrictions will expire on such dates only if the taxpayer remains in the employ of or a
service provider to the Company or its subsidiaries continuously from the Date of Grant
through the applicable vesting date. All Shares for which the restrictions have not
terminated shall be forfeited upon the termination of the taxpayers employment or service
relationship with the Company or its subsidiaries.[NOTE: ADD ADDITIONAL VESTING PROVISIONS, IF ANY.](6)
    
    The fair market value of such property at the time of transfer (determined without regard to
any restriction other than a restriction which by its terms will never lapse) is $ per
share.(7)
    
    The amount paid for such property is $0.00 per share.(8)
    
    A copy of this statement was furnished to , for whom taxpayer rendered the
services underlying the transfer of such property.(9)
    
    This statement is executed on  ___,
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Signature of Spouse (if any)
    
    Signature of Taxpayer
 This election must be filed with the Internal Revenue Service Center with which the taxpayer
files his or her federal income tax returns and must be filed within 30 days after the Date of
Grant. This filing should be made by registered or certified mail, return receipt requested. The
taxpayer must retain two copies of the completed form for filing with his or her federal and state
tax returns for the current tax year and an additional copy for his or her records.
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