Exhibit 10.2


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 Richard M. Lowry (the “Executive”).


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


WHEREAS, the Company and the Executive have reached
agreement concerning the terms and conditions of his 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 Executive Vice President and Chief
Operating Officer.  During the Term (as
hereinafter defined), Executive will have the title, status and duties of
Executive Vice President and Chief Operating 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:


(a)           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 Executive Vice President and Chief Operating Officer.


(b)           The Executive will devote his full
time and best efforts, talents, knowledge and experience to serving as the
Company’s Executive Vice President and Chief Operating 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 him in connection with
such activities (e.g., director fees and
honoraria).


(c)           The Executive will perform his 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 his own account or for or on behalf of any other person, firm or
company that competes, conflicts or interferes with the performance of his
duties hereunder in any material way.


(d)           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 four hundred sixteen thousand dollars
($416,000).  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.



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(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



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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 his 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 his
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 two (2.0)
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 24 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 he 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.  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



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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 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.


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 Executive Vice President and Chief Operating 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 his 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 his 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 



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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 his 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 him 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
him in bad faith or without reasonable belief that his 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 24 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 his resignation from (i) if a member, the Board or
board of directors of any Affiliate or any other board to which he 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 his 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



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


(i)            Two and one-half (2.5) multiplied by
the Executive’s Base Salary as in effect on the date of the Executive’s
termination of employment.


(ii)           Two and one-half (2.5) multiplied by
the Annual Bonus.


(iii)          Continued coverage for a period of 30
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 he 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 30 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 30-month period at the rate in effect during the 12-month period
immediately preceding his termination date. 
The Executive’s eligibility for any retiree medical or life coverage
following such termination date will also be determined by adding 30 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]



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(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



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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



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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 his employment hereunder and for a period
of 24 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
30 months thereafter), the Executive
agrees that, without the prior written consent of the Company, he 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 he 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 he is or was a director, officer,



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or employee of the Company and its Affiliates, or
serves any other enterprise as a director, officer, 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



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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:



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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.



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


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


(m)          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/ Richard M. Lowry

  
	
   

  	
  Its:

  	
  Executive VP & COO

  
	
   

  	
   

  	
   

  
	
   

  	
  Richard M. Lowry

  



 



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