Exhibit 10.3


EMPLOYMENT AGREEMENT


This
Employment Agreement (the “Agreement”) is effective as of July 2, 2007 (the “Effective
Date”), by and between Great Lakes Dredge & Dock Corporation (the “Company”),
and Deborah A. Wensel (the “Executive”).


WHEREAS, the
Company currently employs the Executive as its Senior Vice President and Chief
Financial Officer, and the Company desires to continue to employ the Executive
as its Senior Vice President and Chief Financial Officer; and


WHEREAS, the
Company and the Executive have reached agreement concerning the terms and
conditions of her employment and wish to formalize that agreement;


NOW,
THEREFORE, in consideration of the mutual terms, covenants and conditions
stated in this Agreement, the Company and the Executive hereby agree as
follows:


1.             Employment.  The
Company hereby employs the Executive and the Executive hereby accepts employment with
the Company as Senior Vice President and Chief Financial Officer.  During the Term (as hereinafter defined),
Executive will have the title, status and duties of Senior Vice President and
Chief Financial Officer and will report directly to the Company’s President and
Chief Executive Officer.  The
Executive’s principal office will be at the principal executive offices of the
Company in Oak Brook, Illinois.


2.             Term of Employment. 
Unless sooner terminated by either party in accordance with the
provisions of this Agreement, the term of employment (“Term”) will commence on
the Effective Date, and will continue thereafter until the third one-year
anniversary of the Effective Date; provided that, on the third anniversary of
the Effective Date and on each subsequent annual anniversary thereafter (each,
an “Extension Date”), the Term will be automatically extended by twelve (12)
months, unless the Executive or the Company gives the other written notice at
least ninety (90) days in advance of an Extension Date that such automatic
renewal will cease.  Unless otherwise
provided in this Agreement or mutually agreed by the Company and the Executive,
all of the terms and conditions of this Agreement will continue in full force
and effect throughout the Term and, with respect to those terms and conditions
that apply after the Term, after the Term.


3.             Duties.  During the Term:


The Executive will perform
duties assigned by the Company’s President and Chief Executive Officer, from
time to time; provided that the Executive will not be assigned tasks
inconsistent with those of Senior Vice President and Chief Financial Officer.


(a)           The Executive will
devote her full time and best efforts, talents, knowledge and experience to
serving as the Company’s Senior Vice President and Chief Financial
Officer.  However, the Executive may
devote reasonable time to activities such as supervision of personal
investments and activities involving professional, charitable, educational,
religious and similar types of activities, speaking engagements and membership
on other boards of directors, provided such activities do not interfere in any
material way with the business of the Company; provided that, the Executive
cannot













serve on the board of directors of more
than one publicly-traded company without the written consent of the Company’s
board of directors (the “Board”).  The
time involved in such activities will not be treated as vacation time.  The Executive will be entitled to keep any amounts paid to her in connection
with such activities (e.g., director fees and honoraria).


(b)           The Executive will
perform her duties diligently and competently and will act in conformity with
Company’s written and oral policies and within the limits, budgets and business
plans set by the Company.  The Executive
will at all times during the Term strictly adhere to and obey all of the rules
and regulations in effect from time to time relating to the conduct of
executives of the Company.  Except as
provided in (b) above, the Executive will not engage in consulting work or any
trade or business for her own account or for or on behalf of any other person,
firm or company that competes, conflicts or interferes with the performance of
her duties hereunder in any material way.


(c)           The Executive agrees
to serve without additional compensation as an officer and director of any of
the Company’s subsidiaries and agrees that any amounts received from such corporation
may be offset against the amounts due hereunder.


4.             Compensation and Benefits.  During Executive’s employment hereunder,
Company will provide to Executive, and Executive will accept from Company as
full compensation for Executive’s services hereunder, compensation and benefits
as follows:


(a)           Base Salary.  The Company will pay the Executive at an
annual base salary (“Base Salary”) of two hundred sixty-seven thousand dollars
($267,000).  The Board, or such committee
of the Board as is responsible for setting the compensation of senior executive
officers, will review the Executive’s performance and Base Salary annually in
January of each year, and determine whether to adjust the Executive’s Base
Salary on a prospective basis.  The first
review will be in January 2008.  Such
adjusted annual salary then will become the Executive’s “Base Salary” for all purposes of this Agreement.  The Executive’s annual Base Salary will not
be reduced below the Base Salary then in effect, without the Executive’s consent.  The Company will pay the Executive’s Base
Salary according to payroll practices in effect for all senior executive
officers of the Company.


(b)           Incentive Compensation.  The Executive will be eligible to participate
in any annual performance bonus plans and long-term incentive plans established
or maintained by the Company for its senior executive officers, including, but
not limited to, the Annual Cash Bonus Plan or such similar or successor plans
as the Company may establish.  Any bonus
earned by the Executive will be paid in accordance with the Company’s standard
practice, but in any event no later than 2.5 months after the end of the
calendar year in which the Eligibility Date occurs.


(c)           Equity
Compensation.  The Executive will be
eligible to participate in any equity-based compensation plans established or
maintained by the Company for its senior executive officers.



 2
  
 









(d)           Employee Benefit
Plans.  The Executive will be
eligible to participate on substantially the same basis as the Company’s other
senior executive officers in any employee benefit plans offered by the Company
including, without limitation, the Company’s 401(k) Lost Benefit Plan (or any
successor thereto), medical, dental, short-term and long-term disability, life,
pension, profit sharing and nonqualified deferred compensation
arrangements.  The Company reserves the
right to modify, suspend or discontinue any and all of the plans, practices,
policies and programs at any time without recourse by the Executive, so long as
Company takes such action generally with respect to other similarly situated
senior executive officers.


(e)           Business Expenses.  The Company will reimburse the Executive for
all reasonable and necessary business expenses incurred in the performance of
services with the Company, according to Company’s policies and upon Executive’s
presentation of an itemized written statement and such verification as the
Company may require.


(f)            Vacation.  The Executive will be entitled to vacation in
accordance with the Company’s vacation policy for senior executive officers,
but in no event less than four (4) weeks per calendar year.  Unused vacation will be carried over for a
period not in excess of twelve (12) months.


5.             Payments on Termination of
Employment.


(a)           Termination of
Employment for any Reason.  The
Company will pay or provide the following upon the Executive’s termination of
employment for any reason:


(i)            Earned but unpaid Base Salary through the date of
termination;


(ii)           Any
annual incentive bonus, or other form of incentive compensation, for which the
performance measurement period has ended and the Executive has become eligible
in accordance with paragraph 4(b), but which is unpaid at the time of
termination;


(iii)          Any
accrued but unpaid vacation;


(iv)          Any
amounts payable under any of the Company’s executive benefit plans (other than
any severance or termination pay plan) in accordance with the terms of those
plans, except as may be required under Code Section 401(a)(13);


(v)           Unreimbursed
business expenses incurred by the Executive on the Company’s behalf; and


(vi)          Continued
coverage under the Company’s group health plan for the Executive during the
COBRA continuation period; provided the Executive pays the applicable COBRA
rate for such continued coverage.


(b)           Voluntary
Termination of Employment for Other Than Good Reason.  In addition to the amounts determined under
paragraph 5(a) above, if the Executive voluntarily terminates employment for
other than Good Reason, then in addition to the



 3
  
 









amounts determined under (a)
above, the Executive will be entitled to a pro rata portion of the target bonus
under the Company’s annual incentive plan for the year in which such
termination occurs.


(c)           Termination of
Employment for Death or Disability. 
In addition to the amounts determined under paragraph 5(a) above, if the
Executive’s termination of employment occurs by reason of death or Disability,
the Executive (or her estate) will receive a pro rata portion of any bonus
payable under the Company’s annual incentive plan for the year in which such
termination occurs determined based on the highest of (i) the actual annual
bonus paid for the fiscal year immediately preceding such termination, (ii) the
target bonus for the fiscal year in which such termination occurs, or (iii) the
actual bonus attained for the fiscal year in which such termination
occurs.  For purposes of this Agreement, “Disability”
means the Executive’s long-term disability as defined under the Company’s
long-term disability plan, or if the Executive is not covered by a long-term
disability plan sponsored by the Company, the Executive’s inability to engage
in any substantial gainful activity by reason of any medically-determined
physical or mental impairment that can be expected to result in death or to be
of long-continued and indefinite duration.


(d)           Termination by
the Company Without Cause, or Voluntary Termination by the Executive for Good
Reason.  If the Company terminates
the Executive’s employment other than for Cause, or the Executive voluntarily
terminates her employment for Good Reason, in addition to the benefits payable
under paragraph 5(a), the Company will pay the following amounts and provide
the following benefits:


(i)            A
lump sum amount equal to one and one-half (1.5) multiplied by the sum of the
Executive’s Base Salary and Annual Bonus. 
For this purpose, “Annual Bonus” will be determined as the highest of
(i) the actual bonus paid for the fiscal year immediately preceding such
termination, (ii) the target bonus for the fiscal year in which such
termination occurs, or (iii) the actual bonus attained for the fiscal year in
which such termination occurs.


(ii)           Continued
coverage under the Company’s medical, dental, life, disability, 401(k), profit
sharing and other executive benefit plans through the 18 month anniversary of
the date that Executive’s employment was terminated, at the same cost to the
Executive as in effect on the date of the Executive’s termination.  If the Company determines that the Executive
cannot participate in any benefit plan because she is not actively performing
services for the Company, the Company may provide such benefits under an
alternate arrangement, such as through the purchase of an individual insurance
policy that provides similar benefits or, if applicable, through a nonqualified
pension or profit sharing plan.  The
amount of such continued coverage will be determined, if applicable, by adding
18 additional months of age and service to the Executive’s actual age and
service as of the Executive’s termination date and as if the Executive earned
compensation during such 18-month period at the rate in effect during the
12-month period immediately preceding her termination date.  To the extent that the Executive’s
compensation is necessary for determining the amount of any such continued
coverage or benefits, such compensation (Base Salary and annual



 4
  
 









bonus) through the end of the Term will be at the highest rate in
effect during the 12-month period immediately preceding the Executive’s
termination of employment.


(iii)          Obtain
professional outplacement services for the Executive, at the Company’s expense,
to be performed by a nationally recognized outplacement firm selected by the
Executive.


(iv)          The
18-month period of benefit continuation following the date of termination will
count for purposes of determining the Executive’s age and service with the
Company with respect to (A) eligibility, vesting and the amount of benefits
under the Company’s executive benefit plans, and (B) the vesting of any
outstanding stock options, restricted stock or other equity-based compensation
awards.


Prior to receiving any payment, coverage or
benefit as provided in this paragraph 5(d), the Executive will execute and
deliver to the Company a valid General Release Agreement in the form prepared
by the Company.  For purposes of this
Agreement, delivery of a notice of non-renewal of the Term by the Company will
be considered a termination without Cause effective as of the date that the
Term expires as a result of the notice of non-renewal.


(e)           Good Reason.  For purposes of this Agreement, “Good Reason”
will mean the occurrence of any of the following without the Executive’s
consent:  (i) a material reduction or a
material adverse alteration in the nature of the Executive’s position,
responsibilities or authorities or the assigning duties to the Executive that
are materially inconsistent with those of the position of Senior Vice President
and Chief Financial Officer for similar companies in similar industries (except
to the extent the Company promotes the Executive to a higher executive
position); (ii) the Executive’s becoming the holder of a lesser office or title
than that previously held or requiring the Executive to report to other than
the Company’s Chief Executive Officer; (iii) any material breach of this Agreement
by the Company which causes an adverse change to the terms and conditions of
the Executive’s employment; (iv) the Company requires the
Executive to relocate her principal business office to a location not within
fifty (50) miles of the Company’s principal business office located in Oak
Brook, Illinois; or (v) any reduction in the aggregate of the Executive’s bonus
opportunity, salary and benefits, other than a reduction in bonus opportunity
or benefits generally applicable to executive employees.  In no event will a resignation be deemed to
occur for “Good Reason” unless the Executive provides notice to the Company,
and such resignation occurs, within 90 days after the event or condition giving
rise thereto.  Upon receiving notice from
the Executive, the Company shall have a period of thirty (30) days during which
it may remedy the event or condition.


(f)            Cause.  For purposes of this Agreement, “Cause” will
mean:  (i) the Executive’s willful and continued failure to substantially perform her material duties as an executive
of the Company (other than any
such failure resulting from incapacity due to physical or mental illness) after
a written demand for substantial performance is delivered to the Executive by
the Board, (ii) the Executive’s willful misconduct, which is 



 5
  
 









demonstrably
and materially injurious to the Company, monetarily or otherwise, (iii) the
Executive’s engaging in egregious misconduct involving serious moral turpitude
to the extent that her creditability and reputation no longer conforms to the
standard of senior executive officers of the Company (iv) the Executive’s
conviction of, or plea of guilty or nolo contendere to, a felony, (v) the
Executive’s material breach of a material written policy of the Company, (vi)
the Executive’s failure to reasonably cooperate with any audit or investigation
involving the Company or its business practices; or (vii) the Executive’s
material breach of this Agreement.  The
Board must give the Executive at least thirty (30) days written notice of its
intent to terminate her for Cause, specifying the act(s) or omission(s) alleged
to justify the for Cause termination, and an opportunity to cure such act(s) or
omission(s), where feasible, within the thirty (30) day period.  In addition, the Executive’s employment will
be deemed to have terminated for Cause if, after the Executive’s employment has
terminated, facts and circumstances are discovered that would have justified a
termination for Cause.  For purposes of
this Agreement, no act or failure to act on the Executive’s part will be
considered “knowing” or “willful” unless it is done, or omitted to be done, by
her in bad faith or without reasonable belief that her action or omission was
in the best interests of the Company. 
Any act, or failure to act, based upon authority given pursuant to a
resolution duly of the Board or based upon the advice of counsel for the
Company will be conclusively presumed to be done, or omitted to be done, in
good faith and in the best interests of the Company.  In no event will a termination be deemed to
occur for “Cause” unless such termination occurs within 90 days after the Board
becomes aware of the circumstance or event giving rise thereto.


(g)           Timing of
Payments.  All payments described
above will be made in a lump sum cash payment as soon as practicable (but in no
event more than 10 days) following the Executive’s termination of employment or
in the case of the portion of any payment attributable to the Annual Bonus
pursuant to paragraph 5(d)(i) within 10 days after the Annual Bonus is determined;
provided that the portion payments pursuant to paragraph 5(d)(i)
that are attributable to salary will be paid in equal installments during the
18 month period after termination in accordance with the Company’s normal
payroll practices.


(h)           Removal from any
Boards and Positions.  If the
Executive’s employment is terminated for any reason under this Agreement, this
Agreement will constitute her resignation from (i) if a member, the Board or
board of directors of any Affiliate or any other board to which she has been
appointed or nominated by or on behalf of the Company, (ii) any position with
the Company or any Affiliate, including, but not limited to, as an officer of
the Company or any of its Affiliates, and (iii) any fiduciary positions with respect
to the Company’s benefit plans.


6.             Change in Control.


(a)           Payments
and Benefits Upon Termination After a Change in Control.  If within two years after a Change in Control
(as defined below), the Company terminates the Executive’s employment other
than for Cause, or the Executive voluntarily terminates her employment for Good
Reason, the Company will provide the following payments and benefits to the
Executive, in lieu of those payments and benefits provided under



 6
  
 









paragraphs 5(c) or (d) above, but in addition to the amounts payable
under paragraph 5(a) above:


(i)            Two
multiplied by the Executive’s Base Salary as in effect on the date of the
Executive’s termination of employment.


(ii)           Two
multiplied by the Annual Bonus.


(iii)          Continued
coverage for a period of 24 months from the Executive’s termination under the
Company’s medical, dental, life, disability, 401(k), profit sharing and other
executive benefit plans, at the same cost to the Executive as in effect on the
date of the Change in Control (or, if lower, as in effect at any time
thereafter).  If the Company determines
that the Executive cannot participate in any benefit plan because she is not
actively performing services for the Company, the Company may provide such
benefits under an alternate arrangement, such as through the purchase of an
individual insurance policy that provides similar benefits or, if applicable,
through a nonqualified pension or profit sharing plan.  The amount of such continued coverage will be
determined, if applicable, by adding 24 additional months of age and service to
the Executive’s actual age and service as of the Executive’s termination date
and as if the Executive earned compensation during such 24-month period at the
rate in effect during the 12-month period immediately preceding her termination
date.  The Executive’s eligibility for
any retiree medical or life coverage following such termination date will also
be determined by adding 24 additional months of age and service to the
Executive’s actual age and service as of the termination date.


(iv)          Obtain
professional outplacement services for the Executive, at the Company’s expense,
to be performed by a nationally recognized outplacement firm selected by the
Executive.


(v)           The
24-month period of benefit continuation following the date of termination will
count for purposes of determining the Executive’s age and service with the
Company with respect to (A) eligibility, vesting and the amount of benefits
under the Company’s executive benefit plans, and (B) the vesting of any
outstanding stock options, restricted stock or other equity-based compensation
awards.


(b)           Timing
of Payment.  All payments under
paragraphs (a)(i), (ii) and (iv) above, and paragraph (c) below, will be made
in a lump sum cash payment as soon as practicable, but in no event more than 10
days after the Executive’s termination of employment (or the date of the Change
in Control, if applicable).  If the total
amount of bonus is not determinable on that date, the Company will pay the
amount of bonus that is determinable, and will pay the remainder in a lump sum
cash payment within 10 days of the date that annual performance results are
finalized.


(c)           [Intentionally Omitted]



 7
  
 









(d)           Definition
of Change in Control.  For purposes
of the Agreement, a “Change in Control” of the Company will be deemed to occur
as of the first day that any one or more of the following conditions is
satisfied:


(i)            The
“beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) of securities representing more
than twenty-five percent (25%) of the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Company Voting Securities”) is accumulated, held or
acquired by a Person (as defined in Section 3(a)(9) of the Exchange Act, as
modified, and used in Sections 13(d) and 14(d) thereof) (other than the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, holders of capital stock of the Company as of the
date hereof or an affiliate thereof, any corporation owned, directly or
indirectly, by the Company’s stockholders in substantially the same proportions
as their ownership of stock of the Company); provided, however that any
acquisition from the Company or any acquisition pursuant to a transaction that
complies with clauses (A), (B) and (C) of subparagraph (iii) of this paragraph
will not be a Change in Control under this subparagraph (i), and provided
further, that immediately prior to such accumulation, holding or acquisition,
such Person was not a direct or indirect beneficial owner of twenty-five
percent (25%) or more of the Company Voting Securities; or


(ii)           Individuals
who, as of the date of the Agreement, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board will be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board of Directors; or


(iii)          Consummation
by the Company of a reorganization, merger or consolidation, or sale or other
disposition of all or substantially all of the assets of the Company or the
acquisition of assets or stock of another entity (a “Business Combination”), in
each case, unless immediately following such Business Combination:  (A) more than 60% of the combined voting
power of then outstanding voting securities entitled to vote generally in the
election of directors of (x) the corporation resulting from such Business
Combination (the “Surviving Corporation”), or (y) if applicable, a corporation
that as a result of such transaction owns the Company or all or substantially
all of the Company’s assets either directly or through one or more subsidiaries
(the “Parent Corporation”), is represented, directly or indirectly by Company
Voting Securities outstanding immediately prior to such Business Combination
(or, if applicable, is represented



 8
  
 









by shares into which such Company Voting Securities were converted
pursuant to such Business Combination), and such voting power among the holders
thereof is in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Company Voting
Securities, (B) no Person (excluding any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of the
combined voting power of the then outstanding voting securities eligible to
elect directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) except to the extent that such
ownership of the Company existed prior to the Business Combination and (C) at
least a majority of the members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation)
were members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or


(iv)          Approval
by the Company’s stockholders of a complete liquidation or dissolution of the
Company.


However, in no event will a Change in Control be deemed to have
occurred, with respect to the Executive, if the Executive is part of a
purchasing group that consummates the Change in Control transaction.  The Executive will be deemed “part of a
purchasing group” for purposes of the preceding sentence if the Executive is an
equity participant in the purchasing company or group (except:  (i) passive ownership of less than two
percent (2%) of the stock of the purchasing company; or (ii) ownership of
equity participation in the purchasing company or group that is otherwise not
significant, as determined prior to the Change in Control by a majority of the
nonemployee continuing Directors; provided that, for purposes of the
foregoing, participation as a management investor in such purchasing company
will not be deemed to be within the exceptions provided for in (i) and (ii)).


(e)           General
Release.  Prior to receiving any
payment, coverage or benefit as provided in this Section 6, the Executive will
execute and deliver to the Company a valid General Release Agreement in the
form prepared by the Company and delivered to the Executive within five (5)
business days of the Executive’s termination of employment.


7.             Nondisclosure of Confidential Information; Non-Competition.


(a)           The
Executive will not,
without the prior written consent of the Company, divulge, disclose or make
accessible to any other person, firm, partnership, corporation or other entity any Confidential Information
pertaining to the business of the Company, except (i) while employed by the
Company, in the business of and for the benefit of the Company, or (ii) when
required to do so by a court of competent jurisdiction or an individual duly
appointed thereby, by any administrative body or legislative body (including a
committee thereof) having supervisory authority over the business of the
Company, or by any administrative body or legislative body (including a
committee thereof) with jurisdiction to order the Executive to divulge,
disclose or make accessible such information. 
For purposes of this paragraph 7(a), “Confidential Information” will



 9
  
 









mean non-public information concerning the financial data, strategic
business plans, product development (or other proprietary product data),
customer lists, marketing plans and other non-public, proprietary and
confidential information of the Company and its subsidiaries that is not
otherwise available to the public; provided, however, that Confidential
Information will also include any information of the type herein described
which has become publicly available through any breach of fiduciary duty.


(b)           During
the period of her
employment hereunder and for a period of 18 months thereafter (or, if such
termination, arises in circumstances where Executive is entitled to payments
pursuant to paragraph 6(a) hereof, during the period of his employment
hereunder and for a period of 24 months thereafter), the Executive agrees that,
without the prior written consent of the Company, she will not, directly or
indirectly, either as principal, manager, agent, consultant, officer, stockholder,
partner, investor, lender or employee or in any other capacity, carry on, be
engaged in or have any financial interest in, any business which is in material
competition with the business of the Company and/or its affiliates.


(c)           For
purposes of this Section
7, a business will be deemed to be in competition with the Company if it is
principally involved in the purchase, sale or other dealing in any property
or  the rendering of any service
purchased, sold, dealt in or rendered by the Company and/or its affiliates as a
material part of the business of the Company and/or its affiliates within the
same geographic areas in which the Company and/or its affiliates principally
effect such purchases, sales or dealings or render such services.  Nothing in this Section 7 will be construed
so as to preclude the Executive from (i) investing in any publicly held company
provided Executive’s beneficial ownership of any class of such company’s
securities does not exceed 3% of the outstanding securities of such class.


(d)           The
Executive and the Company agree that this covenant not to compete is a
reasonable covenant under the circumstances, and further agree that if in the
opinion of any court of competent jurisdiction such restraint is not reasonable
in any respect, such court will have the right, power and authority to excise
or modify such provision or provisions of this covenant as to the court will
appear not reasonable and to enforce the remainder of the covenant as so
amended.  Executive agrees that any
breach of the covenants contained in this Section 7 would irreparably injure
the Company.  Accordingly, the Company
may, in addition to pursuing any other remedies it may have in law or in
equity, obtain an injunction against Executive from any court having
jurisdiction over the matter, restraining any further violation of this
Agreement by the Executive.


(e)           Survival.  The
provisions set forth in this
Section will, as noted, survive termination of this Agreement.


8.             Indemnification and Insurance.  The
Company will indemnify the Executive in accordance with the Company’s
Certificate of Incorporation and Bylaws in the event she is made or threatened
to be made a party to any action, suit, or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that she is or was a
director, officer, or employee of the Company and its Affiliates, or serves any
other enterprise as a director, officer,



 10
  
 









or employee at the request of the Company.  While employed by the Company and Affiliates
and for six years thereafter, the Company will maintain the Executive as an
insured party on all directors’ and officers’ insurance maintained by the
Company for the benefit of its directors and officers on at least the same
basis as all other covered individuals with respect to time periods where
Executive served as an employee of the Company and its Affiliates; provided
that, for the avoidance of doubt, the Company will be entitled to satisfy its
obligations pursuant to this sentence through purchase of a “tail policy” that
includes Executive’s employment with the Company and its Subsidiaries.


9.             Section
409A.  Payments under Sections 5 and
6 are intended to qualify as short-term deferrals.  However, if the Company reasonably determines
that a payment under paragraphs 5(d) or 6(a) above does not qualify as a
short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or
any similar or successor provisions), and the Executive is a Specified Employee
as of the date of termination, distributions to the Executive may not be made before the date that is six
months after the date of the date of termination or, if earlier, the date of
the Executive’s death (the “Six-Month Delay Rule”).  Payments to which the Executive would
otherwise be entitled during the first six months following the date of
termination (the “Six-Month Delay”) will be accumulated and paid on the first
day of the seventh month following the date of termination.  Notwithstanding the Six-Month Delay Rule set
forth in Section 9:


(a)           To the maximum extent permitted under
Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) (or any similar or
successor provisions), during the first month of the Six-Month Delay, the
Company will pay the Executive an amount equal to the lesser of (i) the total
lump sum severance provided under paragraphs 5(d) or 6(a) above, or (ii) two
times the lesser of (A) the maximum amount that may be taken into account under
a qualified plan pursuant to Code Section 401(a)(17) for the year in which the
date of termination occurs, and (B) the sum of the Executive’s annualized
compensation based upon the annual rate of pay for services provided to the
Company for the taxable year of the Executive preceding the taxable year of the
Executive in which the Executive’s date of termination occurs (adjusted for any
increase during that year that was expected to continue indefinitely if the
Executive had not had a date of termination); provided that amounts paid under
this sentence will count toward, and will not be in addition to, the total
payment amount required to be made to the Executive by the Company under
paragraph 5(d) or 6(a) above.


(b)           To the maximum extent permitted under
Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(v)(D) (or any similar or
successor provisions), within ten (10)-days of the date of termination, the
Company will pay the Executive an amount equal to the applicable dollar amount
under Code Section 402(g)(1)(B) for the year in which the date of termination
occurs; provided that the amount paid under this sentence will count toward,
and will not be in addition to, the total payment amount required to be made to
the Executive by the Company under paragraph 5(d) or 6(a).


(c)           In the event that the Company’s
independent registered public accounting firm or the Internal Revenue Service
determines that any payment, coverage or benefit due or owing to the Executive
pursuant to this Agreement is subject to the excise tax imposed by Code Section
409A or any successor provision thereof or any interest or penalties, including
interest imposed under Code Section 409(A)(1)(B)(i)(I), incurred by



 11
  
 









the Executive as a result
of the application of such provision, the Company agrees to cooperate with
Executive to execute any amendment to the provisions hereof reasonably
necessary but only (i) to the minimum extent necessary to avoid application of
such tax and (ii) to the extent that the Company would not, as a result, suffer
any adverse consequences (including, without limitation, accelerating the
payment or provision of any benefit described herein).


For purposes of this Agreement, “Specified Employee” has the meaning
given that term in Code Section 409A and Treas. Reg. 1.409A-1(c)(i) (or any
similar or successor provisions).  The
Company’s “specified employee identification date” (as described in Treas. Reg.
1.409A-1(c)(i)(3)) will be December 31 of each year, and the Company’s “specified
employee effective date” (as described in Treas. Reg. 1.409A-1(c)(i)(4) or any
similar or successor provisions) will be February 1 of each succeeding year.


10.           Miscellaneous.


(a)           Assignment; Successors.  This Agreement will be binding upon and inure to the benefit of the
heirs and representatives of Executive and the assigns and successors of the
Company, but neither this Agreement nor any rights hereunder will be assignable
or otherwise subject to hypothecation by Executive (except by will or by
operation of the laws of intestate succession) or by the Company, except that
the Company may assign this Agreement to any successor (whether by merger,
purchase or otherwise) to all or substantially all of the stock, assets or
businesses of the Company.


(b)           Interpretation and Forum for Disputes.  The
laws of the State of Illinois will govern the validity, interpretation, construction and performance of this
Agreement, without regard to the conflict of laws principles thereof.  Any action or proceeding against the parties
relating in any way to this Agreement or the Executive’s employment (a “Dispute”)
must be brought and enforced in the courts of Cook County, Illinois or the
Northern District of Illinois, and the parties irrevocably (i) submit to the
jurisdiction of such courts in respect of any such action or proceeding and
(ii) waive any right to a trial by jury of any Dispute.


(c)           Withholding.  The
Company may withhold from any payment that it is required to make under this
Agreement amounts sufficient to satisfy applicable withholding requirements
under any federal, state or local law.


(d)           Amendment or Termination.  This
Agreement may be amended at any time by written agreement between the Company
and the Executive.


(e)           Notices.  Notices given pursuant to this Agreement will
be in writing and will be deemed received when personally delivered, or on the
date of written confirmation of receipt by (i) overnight carrier, (ii)
telecopy, (iii) registered or certified mail, return receipt requested, addressee only, postage prepaid, or (iv)
such other method of delivery that provides a written confirmation of
delivery.  Notice to the Company will be
directed to:



 12
  
 









Great Lakes
Dredge & Dock Corporation


2122 York Road


Oak Brook,
Illinois  60523


Attention: General Counsel


The Company may change the person and/or
address to whom the Executive must give notice under this paragraph by giving
the Executive written notice of such change, in accordance with the procedures
described above.  Notices to or with
respect to the Executive will be directed to the Executive, or to the Executive’s
executors, personal representatives or distributees, if the Executive is
deceased, or the assignees of the Executive, at the Executive’s home address on
the records of the Company.


(f)            Severability.  If
any provisions of this Agreement will be found invalid or unenforceable
by a court of competent jurisdiction, in whole or in part, then it is the
parties’ mutual desire that such court modify such provision(s) to the extent
and in the manner necessary to render the same valid and enforceable, and this
Agreement will be construed and enforced to the maximum extent permitted by
law, as if such provision(s) had been originally incorporated herein as so
modified or restricted, or as if such provision(s) had not been originally
incorporated herein, as the case may be.


(g)           Entire Agreement.  This Agreement sets forth the entire
agreement and understanding between the Company and the Executive and supersedes
all prior agreements and understandings, written or oral, relating to the
subject matter hereof, including the Employment Agreement made as of January 1,
1992, by and between  the Executive and Great Lakes Holdings Corporation.  Nothing in this Agreement will limit or amend
any rights or obligations of Executive under the Company’s Management Equity
Agreement.


(h)           No Waiver.  No
failure or delay by the Company or the Executive in enforcing or exercising any
right or remedy hereunder will operate as a waiver thereof.  No modification, amendment or waiver of this
Agreement or consent to any departure by the Executive from any of the terms or
conditions thereof, will be effective unless in writing and signed by the Chairman
of the Company’s Board.  Any such waiver
or consent will be effective only in the specific instance and for the purpose
for which given.


(i)            Effect on Other Obligations.  Payments and benefits herein
provided to be paid to the Executive by the Company will be made without regard
to and in addition to any other payments or benefits required to be paid the
Executive at any time hereafter under the terms of any other agreement between
the Executive and the Company (it being understood and agreed that the
Executive will not be entitled to severance or termination benefits in addition
to those provided herein under any severance or termination plan of the Company
or its affiliates).  No payments or
benefits provided the Executive hereunder will be reduced by any amount the
Executive may earn or receive from employment with another employer or from any
other source without violation of this Agreement.  In no event will the Executive be obliged to
seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement.



 13
  
 









(j)            Survival.  All Sections of this Agreement
survive beyond the Term except as otherwise specifically stated.


(j)            Headings.  The
headings in this Agreement are for convenience of reference only and will not
limit or otherwise affect the meaning thereof.


(k)           Section
409A Compliance.  Notwithstanding any provision of this
Agreement to the contrary, this Agreement is intended to be exempt from or, in
the alternative, comply with Code Section 409A and the interpretive guidance
thereunder, including the exceptions for short-term deferrals, separation pay
arrangements, reimbursements, and in-kind distributions.  The Agreement shall be construed and
interpreted in accordance with such intent.


(l)            Counterparts.  The
parties may execute this Agreement in one or more counterparts (including by facsimile or electronic transmission), all of which
together will constitute but one Agreement.


IN WITNESS
WHEREOF, the parties have executed this Agreement
effective as of the date first above written.


	
  

  	
  GREAT LAKES DREDGE & DOCK CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Its:

  	
  Senior VP & CFO

  
	
   

  	
   

  
	
   

  	
  Deborah A. Wensel

  



 



 14