Exhibit 10.3


 





 


MANAGEMENT
EQUITY AGREEMENT


 


AMONG


 


GLDD
ACQUISITIONS CORP.


 


AND


 


EACH
OF THE PERSONS

LISTED ON THE

SCHEDULE OF EXECUTIVES HERETO


 


 


Dated
as of December 22, 2003




 





 


 


THE SECURITIES DESCRIBED
HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR REGISTERED OR QUALIFIED UNDER STATE SECURITIES LAWS.  THE SECURITIES ARE BEING SOLD IN RELIANCE
UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS.  THE SECURITIES CANNOT BE SOLD, TRANSFERRED,
ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON
TRANSFERABILITY SET FORTH IN THIS AGREEMENT AND APPLICABLE FEDERAL AND STATE
SECURITIES LAWS.


 


i

















 


MANAGEMENT
EQUITY AGREEMENT


 


THIS MANAGEMENT EQUITY
AGREEMENT (this “Agreement”) is made as of December 22, 2003, among GLDD
Acquisitions Corp., a Delaware corporation (the “Company”), and each of
the persons identified on the Schedule of Executives attached hereto
(each an “Executive”).


 


The Company and each
Executive desire to enter into an agreement pursuant to which such Executive
shall purchase, and the Company shall sell, certain shares of the Company’s
Common Stock, par value $.01 per share (the “Common Stock”) and Series B
Preferred Stock, par value $.01 per share (the “Series B Preferred”), on
the terms and subject to the conditions set forth in this Agreement.  Capitalized terms not otherwise defined
herein have the meanings set forth in Section 13 of this Agreement.


 


The parties hereto agree
as follows:


 


1.                                       Purchase
and Sale of Common Stock.


 


(a)                                  Purchase
and Sale.  Upon execution of this
Agreement, each Executive shall purchase, and the Company shall sell, the
number of shares of Common Stock and Series B Preferred set forth on the Schedule
of Executives attached hereto, at a price of $10.00 per share of Common
Stock and $1,000 per share of Series B Preferred.  The Company shall deliver to each Executive a copy of, and a
receipt for, the certificate representing such shares of Common Stock and
Series B Preferred purchased by such Executive, and, as payment therefor, such
Executive shall deliver to the Company (i) the amount of cash set forth
opposite such Executive’s name on the Schedule of Executives attached
hereto and/or (ii) the number of shares of Class A Common Stock of Great Lakes
Dredge & Dock Corporation set forth opposite such Executive’s name on the Schedule
of Executives attached hereto (the “GLDD Shares”).  By his or her execution hereof, each
Executive agrees that a portion of the cash payment to which such Executive is
entitled under the Bonus Compensation Plan (as defined in the Merger Agreement)
shall be reduced by the amount set forth opposite such Executive’s name on the Schedule
of Executives attached hereto and that the cash portion of the purchase
price for the Series B Preferred.  Each
Executive shall pay for the Common Stock and Series B Preferred by delivering
such cash by wire transfer of immediately available funds and/or by delivering
the GLDD Shares, together with stock transfer powers duly executed in favor of
the Company (or, at the direction of the Company, GLDD Merger Sub, Inc.) to
reflect the transfer of the GLDD Shares. 
For purposes of this Agreement, each GLDD Share delivered in
consideration of the shares acquired by Executive shall be deemed to have a
value of $603.36 per share.


 


(b)                                 Section 83(b)
Election.  Within 30 days after each
Executive purchases any Incentive
Shares from the Company, such Executive shall make an effective election
with the Internal Revenue Service under Section 83(b) of the Code in the
form of Annex A attached hereto.


 


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2.                                       Representations
and Warranties; Acknowledgments.


 


(a)                                  In
connection with the purchase and sale of Executive Stock, each Executive
represents and warrants as follows:


 


(i)                                     Executive
Stock being acquired by such Executive pursuant to this Agreement shall be
acquired for such Executive’s own account and not with a view to, or the
intention of, distribution thereof in violation of the 1933 Act, or any
applicable state securities laws, and Executive Stock so acquired shall not be
disposed of in contravention of the 1933 Act or any applicable state securities
laws.


 


(ii)                                  Such
Executive is sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Executive Stock.


 


(iii)                               Such Executive is able
to bear the economic risk of  such
Executive’s investment in Executive Stock acquired hereunder for an indefinite
period of time and acknowledges that the Executive Stock has not been
registered under the 1933 Act and, therefore, cannot be sold unless
subsequently registered under the 1933 Act or an exemption from such
registration is available.


 


(iv)                              Such
Executive has had an opportunity to ask questions of and receive answers
concerning the terms and conditions of the offering of Executive Stock.  Such Executive has been advised of certain
risks associated with such Executive’s purchase of Executive Stock and has had
full access to such other requested information concerning the Company.  Such Executive has reviewed, or has had an
opportunity to review, the following documents:  (A) the Company’s Certificate of Incorporation and By-laws,
and any amendment or restatement thereto; (B) the Company’s public securities
law filings, and (C) the Merger Agreement.


 


(v)                                 This
Agreement constitutes the legal, valid and binding obligation of such
Executive, enforceable in accordance with its terms, and the execution,
delivery and performance of this Agreement by such Executive do not and will
not conflict with, violate or cause a breach of any agreement, contract or
instrument to which such Executive is a party or any judgment, order or decree
to which such Executive is subject.


 


(b)                                 As
an inducement to the Company to issue Executive Stock hereunder to each
Executive, and as a condition thereto, each such Executive acknowledges and
agrees that:


 


(i)                                     neither
the issuance of the Executive Stock hereunder to such Executive nor any
provision contained herein shall entitle such Executive to remain in the
employment of the Company or its Subsidiaries or affect the right of the
Company to terminate such Executive’s employment at any time; and


 


(ii)                                  the
Company shall have no duty or obligation to disclose to such Executive, and
such Executive shall have no right to be advised of, any material information
regarding the Company and its Subsidiaries at any time prior to, upon or in
connection with the repurchase of Incentive Shares upon the termination of such
Executive’s employment with the Company and its Subsidiaries, the transfer of
Executive Stock pursuant to this Agreement, or as otherwise provided hereunder.


 


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3.                                       Vesting
of Incentive Shares.


 


(a)                                  Except
as otherwise provided in this Section 3, each Executive’s Incentive
Shares(1) shall become vested in accordance with the following schedule, if as
of each such date such Executive is and has continued to be employed by the
Company or any of its Subsidiaries:


 


	
  Vesting Date

  	
   

  	
  Cumulative
  Percentage of

  Incentive Shares Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December
  22, 2004

  	
   

  	
  20

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  December
  22, 2005

  	
   

  	
  40

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  December
  22, 2006

  	
   

  	
  60

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  December
  22, 2007

  	
   

  	
  80

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  December
  22, 2008

  	
   

  	
  100

  	
  %

  



 


(b)                                 Incentive
Shares which have become vested are referred to herein as “Vested Shares,”
and all other Incentive Shares are referred to herein as “Unvested Shares.”  If any Executive ceases to be employed by
the Company or its Subsidiaries on any date other than any Vesting Date set
forth above prior to December 22, 2008, the cumulative percentage of such
Executive’s Incentive Shares to become vested shall be determined on a pro rata
basis according to the number of days elapsed since the immediately preceding
Vesting Date.


 


(c)                                  Upon
the occurrence of a Sale of the Company, all Incentive Shares which have not
yet become vested shall become vested at the time of such event; provided that
in the event of a Sale of the Company, as a condition to each Executive’s
Unvested Shares becoming vested upon such event, such Executive shall, if
requested by the purchaser of the Company and for no additional consideration
therefor, agree to continued employment for up to 12 months following such Sale
of the Company so long as such Executive’s compensation package and job
description immediately following such Sale of the Company is reasonably
similar with respect to remuneration, scope of duties, responsibility and job
location to such Executive’s compensation package and job description
immediately prior to such event.


 


4.                                       Repurchase
Option.


 


(a)                                  In
the event any Executive ceases to be employed by the Company or its
Subsidiaries for any reason (such Executive’s “Termination”), all of
such Executive’s Incentive Shares (whether held by such Executive or one or
more of such Executive’s transferees) shall be subject to repurchase by the
Company and the Investors pursuant to the terms and conditions set forth in
this Section 4 (the “Repurchase Option”).


 


(b)                                 In
the case of any Termination without Cause, or by reason of Executive’s death,
disability (as determined by the Board) or normal retirement at age 65 or more
under the


 












(1)               Note
that it is our expectation that all Common Stock acquired will be Incentive
Shares.


 


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Company’s normal
retirement policies, the purchase price for each Unvested Share shall be the
lower of such Executive’s Original Cost for such share and the Fair Market
Value of such share, and the purchase price for each Vested Share shall be the
Fair Market Value for such share.  In
the event of an Executive’s termination for any other reason (including,
without limitation, voluntary termination by Executive or termination by the
Company for Cause), the purchase price for each Unvested Share and each Vested
Share shall be the lower of (i) the Fair Market Value of such share and
(ii) the Original Cost for such share.


 


(c)                                  The
Company may elect to purchase all or any portion of an Executive’s Unvested
Shares and Vested Shares by delivering written notice (the “Repurchase
Notice”) to the holder or holders of such Executive’s Incentive Shares
within 180 days after such Executive’s effective date of Termination (the “Termination
Date”).  The Repurchase Notice shall
set forth the number of Unvested Shares and Vested Shares to be acquired from
each holder of such Executive’s Incentive Shares, the aggregate consideration
to be paid for such shares and the time and place for the closing of the
transaction.  The number of shares to be
repurchased by the Company shall first be satisfied to the extent possible from
the Incentive Shares held by such Executive at the time of delivery of the
Repurchase Notice.  If the number of
Incentive Shares then held by such Executive is less than the total number of
Incentive Shares the Company has elected to purchase, the Company shall
purchase the remaining shares elected to be purchased from the other holder(s)
of such Executive’s Incentive Shares under this Agreement, pro rata according
to the number of shares of such Executive’s Incentive Shares held by such other
holder(s) at the time of delivery of such Repurchase Notice (determined as
close as practicable to the nearest whole shares).  The number of Unvested Shares and Vested Shares to be repurchased
hereunder shall be allocated among such Executive and the other holders of such
Executive’s Incentive Shares (if any) as the Company and/or MDCP, as the case
may be, may elect.


 


(d)                                 If
for any reason following an Executive’s Termination, the Company does not elect
to purchase all of such Executive’s Incentive Shares pursuant to the Repurchase
Option, MDCP shall be entitled to exercise the Repurchase Option for the
Incentive Shares the Company has not elected to purchase in accordance with Section 4(c)
(the “Available Shares”).  As soon
as practicable after the Company has determined that there will be Available
Shares, but in any event within 45 days after such Executive’s Termination, the
Company shall give written notice (the “Repurchase Option Notice”) to
MDCP setting forth the number of Available Shares and the aggregate purchase
price therefor.  MDCP may elect to
purchase any or all of the Available Shares by giving written notice to the
Company within 30 days after the Repurchase Option Notice has been given by the
Company.  As soon as practicable, and in
any event within ten days after the expiration of the 30-day period set forth
above, the Company shall notify each holder of Incentive Shares as to the
number of shares being purchased from such holder hereunder by MDCP (the “Supplemental
Repurchase Notice”).  At the time
the Company delivers the Supplemental Repurchase Notice to the holder(s) of
Incentive Shares, the Company shall also deliver written notice to MDCP setting
forth the number of shares MDCP is entitled to purchase, the aggregate purchase
price and the time and place of the closing of the transaction.  The number of Unvested Shares and Vested
Shares to be repurchased under Section 4(c) and this Section 4(d)
shall be allocated among the Company and MDCPas the Company and/or MDCP may elect.


 


4

















 


(e)                                  The
closing of the purchase and sale of the Incentive Shares pursuant to the
Repurchase Option shall take place on the date designated by the Company in the
Repurchase Notice or Supplemental Repurchase Notice (as the case may be), which
date shall not be more than 60 days nor less than five days after the delivery
of the later of either such notice to be delivered.  The Company and/or MDCP shall pay for the Incentive Shares to be
purchased pursuant to the Repurchase Option by delivery of a check or wire
transfer of funds in the aggregate amount of the purchase price for such
shares.  In addition, the Company may
pay the purchase price for such shares by offsetting any bona fide debts owed
by such Executive to the Company or guaranteed by the Company on behalf of such
Executive and any payments received by such Executive hereunder shall be
applied first to repayment of any obligations of such Executive (or his or her
affiliates or family members) to the Company or for which the Company may be
responsible.  The purchasers of
Incentive Shares hereunder shall be entitled to receive customary
representations and warranties from the sellers regarding such sale of shares
(including representations and warranties regarding good title to such shares
free and clear of any liens or encumbrances) and to require all sellers’
signatures be guaranteed by a national bank or reputable securities broker.


 


(f)                                    Notwithstanding
anything to the contrary contained in this Agreement, all repurchases of
Incentive Shares by the Company shall be subject to applicable restrictions
contained in the Delaware General Corporation Law and in the Company’s and its
Subsidiaries’ debt and equity financing agreements.  If any such restrictions prohibit the repurchase of Incentive
Shares hereunder which the Company is otherwise entitled or required to make,
the time periods provided in this Section 4 shall be suspended, and the
Company may make such repurchases as soon as it is permitted to do so.


 


(g)                                 If
the Company or MDCP exercises purchase or repurchase rights under this Section
4 with respect to any or all of the Incentive Shares of any Executive whose
employment with the Company was terminated by the Company without Cause (the “Called
Shares”), and if within six months after the closing pursuant to such
exercise of such purchase or repurchase rights by the Company or its designee:


 


(i)                                               the
Company is merged into, consolidated with or otherwise combined with or acquired
by another Person, or there is a liquidation of the Company, or there is a
Public Offering (a “Subsequent Offering”) of the Company’s Common Stock
pursuant to an effective registration statement under the Securities Act in
which other Executives participate as selling Executives (other than (1) a
registration statement on Form S-8 or any successor forms or any other
registration statement relating to a special offering to the Company’s
employees or (2) a registration statement relating to a Unit Offering); and


 


(ii)                                            the
per share consideration received by the Executives of the Company in such
transaction, or the per share net proceeds received for the Company’s Common
Stock in the Subsequent Offering, as the case may be (in each case after being
adjusted downward to reflect what the per share consideration or per share net
offering proceeds, as the case may be, would have been had the Common Stock of
such terminated Executive purchased by the Company or its designee pursuant to
the Purchase Option been outstanding on the date of the closing of such
transaction or Subsequent


 


5

















 


Offering), exceeds
the Fair Market Value used in calculating the purchase price pursuant to Section
4(b) hereof,


 


then such Executive shall
be entitled to receive from the Company or MDCP an amount per Called Share
equal to such excess multiplied by the applicable FMV Price Percentage within
30 days after the closing of any such transaction or Subsequent Offering. “FMV
Price Percentage” means 20% multiplied by the number of full years elapsed
between the Effective Time of the Merger and the Termination Date for such
Executive.


 


5.                                       Restrictions
on Transfer.


 


(a)                                  Transfer
of Executive Stock.  No Executive
shall, without the prior written consent of the Company, sell, transfer,
assign, pledge or otherwise dispose of (whether with or without consideration
and whether voluntarily or involuntarily or by operation of law) (a “Transfer”)
any interest in any shares of Executive Stock, except pursuant to the
provisions of Section 4 hereof, this Section 5 or in connection
with a Sale of the Company.


 


(b)                                 Certain
Permitted Transfers.  The
restrictions contained in this Section 5 shall not apply with
respect to transfers of shares of Executive Stock (i) pursuant to
applicable laws of descent and distribution or (ii) among an Executive’s
family group; provided that such restrictions shall continue to be applicable
to shares of such Executive Stock after any such transfer and the transferees of
such Executive Stock shall have agreed in writing to be bound by the provisions
of this Agreement.  An Executive’s “family
group” means such Executive’s spouse and descendants (whether natural or
adopted) and any trust solely for the benefit of such Executive and/or such
Executive’s spouse and/or descendants.


 


(c)                                  Participation
Rights.  At least 30 days prior to
any Significant Transfer by MDCP of any Preferred Stock or Common Stock (other
than a Public Sale, any Sale of the Company for which rights pursuant to Section
8 hereof are exercised or any Transfer to any of its members or Affiliates
or their direct or indirect respective members, partners or shareholders), MDCP
shall deliver written notice (the “Sale Notice”) to each Executive
specifying in reasonable detail the identity of the prospective transferee(s),
the number of the type of shares to be sold and the terms and conditions of the
proposed Transfer.  Each Executive may
elect to participate in the contemplated Transfer at the same price per share
and on the same terms by delivering written notice to MDCP within 30 days after
delivery of the Sale Notice (which, for the avoidance of doubt, shall include a
requirement to sell such Executive’s pro rata piece (as determined in
accordance with the immediately following sentence) of each type of security to
be sold).  If any Executive has elected
to participate in such Transfer, each of MDCP and each such Executive shall be
entitled to sell in the contemplated Transfer, at the same price and on the
same terms, a number of shares of the applicable type of stock equal to the
product of (i) the quotient determined by dividing (A) the percentage
of shares of such type of stock owned by such Person by (B) the aggregate
percentage of shares of the type of stock collectively owned by all Persons
participating in such Transfer and (ii) the aggregate number of shares of
such type of stock to be sold in the contemplated Transfer.


 


For example,
if the Sale Notice contemplated a sale of 100 shares of Common Stock, and if
MDCP at such time owns 40% of all


 


6

















 


shares of Common Stock
and if an Executive elects to participate and such Executive owns 2% of all
shares of Common Stock and if other persons owning an aggregate of 10% of all shares
of Common Stock elect to participate in the contemplated sale, MDCP would be
entitled to sell 76.9 shares (40% ÷ 52% x 100 shares), such
Executive would be entitled to sell 3.9 shares (2% ÷ 52% x
100 shares) and the other persons would be entitled to sell 19.2 shares in
the aggregate (10% ÷ 52% x 100 shares).


 


Each Person transferring
shares of Common Stock pursuant to this Section 5(c) shall pay his,
her or its pro rata share (based on the number of shares of Common Stock to be
sold) of the expenses incurred by the persons transferring shares in connection
with such Transfer and shall be obligated to join in any indemnification or
other obligations that MDCP agrees to provide in connection with such Transfer
(other than any such obligations that relate specifically to another person
such as indemnification with respect to representations and warranties given by
such other person regarding such other person’s title to and ownership of
shares of Common Stock).


 


(d)                                 No
Termination of Restrictions.  The restrictions
on Transfer of shares of Executive Stock set forth in this Section 5
shall continue with respect to each share of Executive Stock following any
Transfer thereof.


 


6.                                       Additional
Restrictions on Transfer.


 


(a)                                  The
certificates representing Executive Stock shall bear the following legend:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON DECEMBER 22, 2003,
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.  THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN
REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A MANAGEMENT
EQUITY AGREEMENT BETWEEN THE COMPANY AND CERTAIN OF ITS EMPLOYEES DATED AS OF
DECEMBER 22, 2003, AS AMENDED AND MODIFIED FROM TIME TO TIME.  A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY
THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


 


(b)                                 The
certificates representing Incentive Shares to be purchased by any Executive
shall bear the following additional legend:


 


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“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE ALSO SUBJECT FOR A PERIOD OF TIME TO A PURCHASE OPTION
OF THE COMPANY APPLICABLE TO “INCENTIVE SHARES” AS DESCRIBED IN THE MANAGEMENT
EQUITY AGREEMENT BETWEEN THE COMPANY AND CERTAIN OF ITS EMPLOYEES DATED AS OF
DECEMBER 22, 2003, AS AMENDED AND MODIFIED FROM TIME TO TIME.  A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY
THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


 


(c)                                  No
holder of Executive Stock may Transfer any Executive Stock (except pursuant to
an effective registration statement under the 1933 Act) without first
delivering to the Company an opinion of counsel (reasonably acceptable in form
and substance to the Company) that neither registration nor qualification under
the 1933 Act and applicable state securities laws is required in connection
with such transfer.


 


(d)                                 Each
holder of Executive Stock agrees not to effect any public sale or distribution
of any Executive Stock or other equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for any of the
Company’s equity securities, during the seven days prior to and the 180 days
after the effectiveness of any underwritten public offering, except as part of
such underwritten public offering or if otherwise permitted by the Company.


 


7.                                       Company’s
Right of First Refusal.


 


(a)                                  If
an Executive or his Permitted Transferees proposes to sell any or all of such
Executive’s or Permitted Transferee’s Executive Stock to a third party in a
bona fide transaction, and provided such transaction is permitted by the
Company pursuant to Section 5(a), the Executive, or his Permitted
Transferees, may not Transfer such Executive Stock without first offering to
sell such Executive Stock to the Company pursuant to this Section 7.


 


(b)                                 The
Executive, or his Permitted Transferees, shall deliver a written notice (a “First
Refusal Sale Notice”) to the Company describing in reasonable detail the
Executive Stock being offered, the name of the offeree, the purchase price
requested and all other material terms of the proposed Transfer. Upon receipt
of the First Refusal Sale Notice, the Company, or a designee selected by MDCP,
shall have the right and option to purchase all or any portion of the Executive
Stock being offered at the price and on the terms of the proposed Transfer set
forth in the First Refusal Sale Notice. 
Within 30 days after receipt of the First Refusal Sale Notice, the
Company shall notify such Executive, or his Permitted Transferees, whether or
not it wishes to purchase any or all of the offered Executive Stock.


 


(c)                                  If
the Company elects to purchase any of the offered Executive Stock, the closing
of the purchase and sale of such Executive Stock shall be held at the place and
on the date established by the Company in its notice to the Executive, or his
Permitted Transferees, in response to the First Refusal Sale Notice, which in
no event shall be less than ten or more than


 


8

















 


60 days from the date of
such notice. In the event that the Company does not elect to purchase all the
offered Executive Stock, the Executive, or his Permitted Transferees, may,
subject to the other provisions of this Agreement, Transfer the remaining
offered Executive Stock to the offeree specified in the First Refusal Sale
Notice at a price no less than the price specified in the First Refusal Sale
Notice and on other terms no more favorable to the transferee(s) thereof than
specified in the First Refusal Sale Notice during the l80-day period immediately
following the last date on which the Company could have elected to purchase the
offered Executive Stock. Any such Executive Stock not transferred within such
l80-day period will be subject to the provisions of this Section 7 upon
subsequent Transfer.


 


(d)                                 The
provisions of this Section 7, insofar as they relate to Executive Stock
other than Incentive Shares shall terminate effectively immediately after the
consummation of:  (i) a Sale of the
Company and (ii) the Company’s initial Public Offering.


 


8.                                       Sale
of the Company.


 


(a)                                  If
the Board and MDCP approve a Sale of the Company (the “Approved Sale”),
all holders of Executive Stock shall consent to, vote for and raise no
objections against the Approved Sale, and if the Approved Sale is structured as
a sale of stock, the holders of Executive Stock shall agree to sell their
shares of Executive Stock on the terms and conditions approved by the Board and
MDCP.  The holders of Executive Stock
shall take all necessary and desirable actions in connection with the consummation
of the Approved Sale.  In furtherance of
the foregoing, if the Approved Sale is structured as (A) a merger or
consolidation, each holder of Executive Stock shall vote its Executive Stock to
approve such merger or consolidation, whether by written consent or at a
stockholders meeting (as requested by MDCP), and waive all dissenter’s rights,
appraisal rights and similar rights in connection with such merger or
consolidation, (B) a sale of stock, each holder of Executive Stock shall agree
to sell, and shall sell, all of its Executive Stock and rights to acquire
Executive Stock on the terms and conditions so approved, or (C) a sale of
assets, each holder of Executive Stock shall vote its Executive Stock to
approve such sale and any subsequent liquidation of the Company or other
distribution of the proceeds therefrom, whether by written consent or at a
stockholders meeting (as requested by MDCP), and waive all dissenter’s rights,
appraisal rights and similar rights in connection with such sale of assets.


 


(b)                                 In
furtherance of its obligations under Section 8(a) above, (I) each
holder of Executive Stock will take all necessary or desirable actions
reasonably requested by MDP in connection with the consummation of the Approved
Sale and (II) each holder of Executive Stock will make the same
representations, warranties, indemnities and agreements as each other holder,
including without limitation, voting to approve such transaction and executing
all documents requested by MDCP to be executed by such holder, including the
applicable purchase agreement, stockholders agreement and/or indemnification
and/or contribution agreement.  Without
limiting the generality of the foregoing, in any Approved Sale, (i) each holder
of Executive Stock shall be obligated to make representations and warranties as
to such holder’s title to and ownership of Executive Stock, authorization,
execution and delivery of relevant documents by such holder, enforceability of
relevant agreements against such holder and other matters relating to such
holder, to enter into covenants in respect of a Transfer of such holder’s
Executive Stock in connection with such Approved Sale (including, without
limitation, the delivery of certificates,


 


9

















 


stock powers and other
instruments of transfer) and to enter into indemnification obligations with
respect to the foregoing, in each case to the extent that each other holder of
the same type of Executive Stock is similarly obligated; provided that
no holder shall be obligated to enter into indemnification obligations with
respect to any of the foregoing to the extent relating to any other holder of
Executive Stock or such other holder’s Executive Stock, and (ii) in no event
shall any holder of Executive Stock be liable in respect of any indemnity
obligations pursuant to any Approved Sale in an aggregate amount in excess of
the total consideration payable to such holder in such Approved Sale.


 


(c)                                  The
obligations of the holders of Executive Stock with respect to the Approved Sale
are subject to the satisfaction of the following conditions:  (i) upon the consummation of the
Approved Sale, all of the holders of the Common Stock shall receive the same
form and amount of consideration per share of the Common Stock, or if any
holders of the Common Stock are given an option as to the form and amount of
consideration to be received, all holders shall be given the same option; and
(ii) all holders of then currently exercisable rights to acquire shares of
the Common Stock shall be given an opportunity to either (A) exercise such
rights prior to the consummation of the Approved Sale and participate in such
sale as holders of the Common Stock or (B) upon the consummation of the
Approved Sale, receive in exchange for such rights consideration equal to the
amount determined by multiplying (1) the same amount of consideration per
share of the Common Stock received by the holders of the Common Stock in
connection with the Approved Sale less the exercise price per share of the Common
Stock of such rights to acquire the Common Stock by (2) the number of
shares of the Common Stock represented by such rights.


 


(d)                                 If
the Company or the holders of the Company’s securities enter into any
negotiation or transaction for which Rule 506 (or any similar rule then in
effect) promulgated by the Securities Exchange Commission may be available with
respect to such negotiation or transaction (including a merger, consolidation
or other reorganization), the holders of Executive Stock shall, at the request
of the Company, appoint a “purchaser representative” (as such term is defined
in Rule 501) reasonably acceptable to the Company.  If any holder of Executive Stock appoints a
purchaser representative designated by the Company, the Company shall pay the
fees of such purchaser representative. 
However, if any holder of Executive Stock declines to appoint the
purchaser representative designated by the Company, such holder shall appoint
another purchaser representative (reasonably acceptable to the Company), and
such holder shall be responsible for the fees of the purchaser representative
so appointed.


 


(e)                                  Each
holder of Executive Stock shall bear his or her pro rata share (based on an
aggregate proceeds received) of the costs of any sale of Executive Stock
pursuant to an Approved Sale to the extent such costs are incurred for the
benefit of all holders of the Common Stock and are not otherwise paid by the
Company or the acquiring party.  Costs
incurred by each such holder of Executive Stock on his or her own behalf shall
not be considered costs of the transaction hereunder.


 


9.                                       Distributions
Upon Sale of the Company.  In the
event of a Sale of the Company (whether or not such Sale of the Company
constitutes an Approved Sale pursuant to Section 8 above), (a) each
holder of Executive Stock shall receive in exchange for the Executive Stock
held by such holder, the same portion of the aggregate consideration from such
sale or


 


10

















 


exchange that such holder
of Executive Stock would have received if such aggregate consideration had been
distributed by the Company in complete liquidation pursuant to the rights and
preferences set forth in the Company’s certificate of incorporation as in
effect immediately prior to such sale or exchange (as reduced in the case of
holders of rights to acquire any class of capital stock by the exercise price
per share thereof) and (b) each holder of Executive Stock shall be obligated to
join in any indemnification or other obligations that MDCP agrees to provide
(including, without limitation, by way of escrow or holdback of any sale
proceeds) in connection with such Sale of the Company (other than any such
obligations that relate specifically to a holder of Executive Stock such as
indemnification with respect to representations and warranties given by a
holder regarding such holder’s title to and ownership of Executive Stock), with
such holders bearing such liabilities or obligations with the same economic
effect, consistent with clause (a) of the foregoing, as if such liabilities or
obligations reduced the aggregated consideration payable to the Company’s
stockholders in such Sale of the Company prior to the consummation thereof;
provided, however, that in no case shall any such holder’s indemnity obligation
exceed the dollar value of the proceeds received by such holder in such Sale of
the Company.


 


10.                                 Preemptive
Rights.


 


(a)                                  If
the Company proposes to issue and sell any of its shares of Common Stock or any
securities containing options or rights to acquire any shares of Common Stock
or any securities convertible or exchangeable into shares of Common Stock to
MDCP or any of their respective Affiliates, the Company will offer to each of
the Executives a portion of the number or amount of such securities proposed to
be sold in any such transaction or series of related transactions equal to the
product of (i) the percentage each such Executive and such Executive’s
Permitted Transferees holds of all shares of Common Stock then held by the  Executives and MDCP  and (ii) the number of shares represented
by the securities proposed to be issued and sold by the Company in any such
transaction or series of related transactions, all for the same price and upon
the same terms and conditions as the securities that are being offered to MDCP
and their respective Affiliates in such transaction or series of transactions.


 


(b)                                 Notwithstanding
the foregoing, the provisions of this Section 10 shall not be applicable
to the issuance of shares of Common Stock (i) upon the conversion of shares of
one class of Common Stock into shares of another class; (ii) as a dividend on
all the outstanding shares of Common Stock; (iii) in any transaction in respect
of a security that is available to all holders of such security on a pro rata
basis, provided, that for purposes of this clause (iii) all classes of Common
Stock shall be treated as a single security; (iv) in connection with grants of
stock or options to employees or directors of the Company; or (v) in an
offering or sale of securities pursuant to a registration statement filed with,
and declared effective by, the Securities and Exchange Commission pursuant to
the Securities Act.


 


(c)                                  The
Company will deliver or cause to be delivered to each Executive a written
notice setting forth the terms and conditions (including the consideration per
share) upon which an Executive may purchase such shares or other securities
(the “Preemptive Notice”). After receiving a Preemptive Notice, an
Executive must deliver or cause to be delivered to the Company a written notice
(the “Preemptive Reply”) within 45 days of the date of such Preemptive
Notice that such Executive agrees to purchase the shares or other securities
offered


 


11

















 


pursuant to this Section
10 on the date of sale to MDCP and their respective Affiliates. If any
Executive fails to make a Preemptive Reply in accordance with this Section
10, shares or other securities offered to such Executive in accordance with
this Section 10 may thereafter, for a period not exceeding six months
following the expiration of such 45-day period, be issued, sold or subjected to
rights or options to MDCP and its Affiliates at a price not less than that at
which they were offered to the Executives and on such other terms and
conditions no more favorable than those offered to the Executives. Any such
shares or other securities not so issued, sold or subjected to rights or
options to MDCP and their respective Affiliates during such six-month period
will thereafter again be subject to the preemptive rights provided for in this Section
10.


 


11.                                 Covenant
Not To Compete.


 


(a)                                  In
consideration of the opportunity to participate in the equity offering of the
Company, each Executive covenants and agrees that, for one (1) year after
termination of such Executive’s employment with the Company or any of its
Subsidiaries, neither Executive nor any of his or her Affiliates shall engage,
directly or indirectly, in lines of business similar to the business of the
Company or any of its Subsidiaries anywhere in the world. Each Executive and
the Company agrees that the foregoing covenant is intended to prohibit each
Executive from engaging in such activities, as the case may be, as owner,
creditor (except as a trade creditor in the ordinary course of business),
partner, Executive, lender, consultant, officer, director, manager, employee,
contractor or agent for any person, firm or corporation (except (i) with
respect to the Company or (ii) as a holder of equity or debt securities in a
corporation which has a class of securities that is publicly traded on a stock
exchange or the recognized over-the-counter market, and then only to the extent
of owning not more than two percent (2%) of the issued and outstanding debt or
equity securities of such corporation).


 


(b)                                 Each
Executive acknowledges and agrees that the remedy at law for any breach, or
threatened breach, of any of the provisions of this Section 11 will be
inadequate and, accordingly, each Executive covenants and agrees that the
Company shall, in addition to any other rights and remedies which the Company
may have, be entitled to equitable relief, including injunctive relief, and to
the remedy of specific performance with respect to any breach or threatened
breach of such covenant, as may be available from any court of competent
jurisdiction. Such right to obtain equitable relief may be exercised, at the
option of the Company, concurrently with, prior to, after, or in lieu of, the
exercise of any other rights or remedies which the Company may have as a result
of any such breach or threatened breach.In the event that the provisions of
this Section 11 shall be determined by a court of competent jurisdiction
to be unenforceable under applicable law as to that jurisdiction (the parties
agreeing that such decision shall not be binding, res judicata or collateral
estoppel in any other jurisdiction) for any reason whatsoever, then any such
provision or provisions shall not be deemed void, but the parties hereto agree
that said limits may be modified by the court and that said covenant contained
in this Section 11 shall be amended in accordance with said
modifications, it being specifically agreed by each Executive and the Company
that it is their continuing desire that this covenant be enforced to the full
extent of its terms and conditions or if a court finds the scope of the
covenant unenforceable, the court should redefine the covenant so as to comply
with applicable law.


 


12

















 


12.                                 Board
of Directors.


 


(a)                                  From
and after the date hereof and until the provisions of this Section 12
cease to be effective, each Executive and MDCP shall vote all of his, her or
its shares of capital stock which are voting shares and any other voting
securities of the Company over which such Executive or MDCP has voting control
and shall take all other necessary or desirable actions within his control
(whether in his, her or its capacity as a executive, director, shareholder,
member of a board committee or officer of the Company or otherwise, and
including, without limitation, attendance at meetings in person or by proxy for
purposes of obtaining a quorum and execution of written consents in lieu of
meetings), and the Company shall take all necessary or desirable actions within
its control (including, without limitation, calling special board and executive
meetings), so that:


 


(i)                                     the
authorized number of directors on the Board shall be established at five (5)
directors;


 


(ii)                                  the
following individuals shall be elected to the Board:


 


(A)                              up
to four (4) representatives designated by MDCP (the “MDCP Directors”),
who shall initially be Samuel M. Mencoff, Thomas S. Souleles and Douglas
Grissom; and


 


(B)                                Douglas
Mackie (“Mackie”) as long as he serves as the Company’s chief executive
officer.


 


(iii)                               unless
otherwise agreed by MDCP, the composition of the board of directors of each of
the Company’s Subsidiaries (a “Sub Board”) shall be the same as that of
the Board;


 


(iv)                              Mackie
shall resign, or be removed as a member of the Board, any Sub Board and any
committees by a vote of a majority of the Common Stock then outstanding as of
any date that he no longer is employed as the chief executive officer of the
Company (with it being understood that in the event that Mackie does not
resign, each holder of Common Stock shall take any and all actions necessary to
effectuate such removal);


 


(v)                                 the
removal from the Board or a Sub Board (with or without cause) of any MDCP
Director shall be immediately at the written request of holders of MDCP, but
only upon such written request and under no other circumstances.


 


(b)  The Company shall pay the reasonable
out-of-pocket expenses incurred by each director in connection with attending
the meetings of the Board, any Sub Board and any committee thereof.


 


(c)  If any party fails to designate a
representative to fill a directorship pursuant to the terms of this Section
12, the election of an individual to such directorship shall be
accomplished in accordance with the Company’s bylaws and applicable law.


 


13

















 


(d)                                 Each
Executive hereby agrees that such Executive will vote, or cause to be voted,
all voting Executive Stock over which such Executive has the power to vote or
direct the voting, either in person or by proxy, whether at a stockholders
meeting, or by written consent, in the manner in which MDCP directs in
connection with (i) approval of any amendment or amendments to the Company’s
Certificate of Incorporation or bylaws, (ii) any merger, combination or
consolidation of the Company with any Independent Third Party, (iii) the sale,
lease or exchange of all or substantially all of the assets of the Company and
its Subsidiaries on a consolidated basis to an Independent Third Party, or (iv)
the reorganization, recapitalization, liquidation, dissolution or winding-up of
any of the Company and its Subsidiaries; provided, however, that no such
action shall (a) contravene the terms of this Agreement, or (b) have
a material adverse effect on the rights or interests of any Executive in
respect of any of its Executive Stock that would be borne disproportionately by
such Executive relative to the effect of such action on the rights or interests
of other Executives in respect of holdings of Executive Stock of the same
class, unless approved by holders of a majority of the Executive Stock so
adversely affected.


 


(e)                                  In
order to secure the obligations of each Executive who now or hereafter holds
any voting securities to vote such Person’s Executive Stock in accordance with
the provisions of this Agreement, each Executive hereby appoints MDCP as his or
its true and lawful proxy and attorney-in-fact, with full power of
substitution, to vote all of his or its Executive Stock, which irrevocable
proxy MDCP may exercise at any time any such Executive fails to comply with the
provisions of this Agreement.  The
proxies and powers granted by each such Executive pursuant to this Section 12(e)
are coupled with an interest and are given to secure the performance of such
Executive’s obligations under this Agreement. 
Such proxies and powers shall be irrevocable until termination of this Section 12
and shall survive the death, incompetency, disability, bankruptcy or
dissolution of each Executive and the subsequent holders of his or its
Executive Stock.  No Executive shall
grant any proxy or become party to any voting trust or other agreement which is
inconsistent with, conflicts with or violates any provision of this Agreement.


 


(f)                                    The
provisions of this Section 12 shall terminate effectively immediately
after the consummation of:  (i) a Sale
of the Company and (ii) the Company’s initial Public Offering.


 


13.                                 Definitions.


 


(a)                                  “1933
Act” means the Securities Act of 1933, as amended from time to time.


 


(b)                                 “Affiliate”
has the meaning set forth in Rule 12b-2 of the Rules promulgated under the
Exchange Act.


 


(c)                                  “Board”
shall mean the Board of Directors of the Company.


 


(d)                                 “Cause”
shall mean the Executive’s (i) act or acts of dishonesty, moral turpitude or
criminality, (ii) continued failure to perform such Executive’s duties as an
employee, as reasonably determined by the Board of Directors of the Company
acting in good faith, after reasonable notice of such failure is given to such
employee by the Board of Directors of the Company, for a period of 30 days
after such notice and opportunity to cure such failure, or (iii)


 


14

















 


willful or deliberate
violations of such Executive’s obligations to the Company that result in injury
to the Company.


 


(e)                                  “Code”
shall mean the Internal Revenue Code of 1986 and the regulations promulgated
thereunder, as it may be amended from time to time.


 


(f)                                    “Effective
Time” has the meaning set forth in the Merger Agreement.


 


(g)                                 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(h)                                 “Executive
Stock” shall mean all shares of Common Stock and Series B Preferred issued
hereunder or acquired hereinafter by any Executive.  Executive Stock shall continue to be Executive Stock in the hands
of any holder other than an Executive (except for the Company and MDCP and
except for transferees in a Public Sale), and except as otherwise provided
herein, each such other holder of Executive Stock shall succeed to all rights
and be subject to all and obligations attributable to an Executive as a holder
of Executive Stock hereunder.  Executive
Stock shall also include shares of the Company’s capital stock and other
securities issued with respect to Executive Stock by way of a stock split or
stock dividend or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization.


 


(i)                                     “Fair
Market Value” of each share of Executive Stock means the average of the
closing prices of the sales of the Common Stock on all securities exchanges on
which the Common Stock may at the time be listed, or, if there have been no
sales on any such exchange on any day, the average of the highest bid and
lowest asked prices on all such exchanges at the end of such day, or, if on any
day the Common Stock is not so listed, the average of the representative bid
and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York
time, or, if on any day the Common Stock is not quoted in the NASDAQ System,
the average of the highest bid and lowest asked prices on such day in the
domestic over-the-counter market as reported by the National Quotation Bureau
Incorporated, or any similar successor organization, in each such case averaged
over a period of 21 days consisting of the day as of which the Fair Market
Value is being determined and the 20 consecutive business days prior to such
day.  If at any time the Common Stock is
not listed on any securities exchange or quoted in the NASDAQ System or the
over-the-counter market, the Fair Market Value shall be the fair value of the
Common Stock as of the date of Termination determined in good faith by the
Board (without taking into account the effect of any contemporaneous repurchase
of Unvested Shares under Section 4 hereof).  Notwithstanding the foregoing, “Fair Market
Value” of any share of Series B Preferred means the aggregate liquidation
value plus accrued and unpaid dividends thereon.


 


(j)                                     “Incentive
Shares” means all shares of Common Stock owned by each Executive, and all
other securities of the Company (or a successor to the Company) received on
account of ownership of such shares, including any and all incentive securities
issued in connection with any merger, consolidation, stock dividend, stock
distribution, stock split, reverse stock split, stock combination,
recapitalization, reclassification, subdivision, conversion or similar
transaction in respect thereof.


 


15

















 


(k)                                  “Independent
Third Party” means any person who, immediately prior to the contemplated
transaction, does not own in excess of 5% of the Company’s Common Stock on a
fully-diluted basis, who is not controlling, controlled by or under common
control with any such 5% owner of the Company’s Common Stock and who is not the
spouse or descendent (by birth or adoption) of any such 5% owner of the
Company’s Common Stock.


 


(l)                                     “MDCP”  means Madison Dearborn Capital Partners IV,
L.P.


 


(m)                               “Merger”
has the meaning set forth in the Merger Agreement.


 


(n)                                 “Merger
Agreement” means that certain Amended and Restated Agreement and Plan of
Merger, dated as of December 22, 2003, among the Company, GLDD Merger Sub,
Inc., a Delaware corporation, Great Lakes Dredge & Dock Corporation, a
Delaware corporation and, solely in its capacity as Executive Representative thereunder
and for purposes of Sections 2.9, 2.10, 2.11, Article VIII and Article IX
thereof, Vectura Holding Company LLC, as the same has been and may be amended,
modified, supplemented or waived from time to time.


 


(o)                                 “Original
Cost” of each share of Common Stock purchased hereunder shall be equal to
$10.00 (as proportionately adjusted for all subsequent stock splits, stock
dividends and other recapitalizations).


 


(p)                                 “Person”
mean any individual, corporation, limited liability company, partnership, firm,
association, joint venture, joint stock company, trust or other entity, or any
government or regulatory administrative or political subdivision or agency,
department or instrumentality thereof.


 


(q)                                 “Permitted
Transferee” means any holder of Executive Stock who acquired such stock
pursuant to a transfer permitted by Section 5(b).


 


(r)                                    “Preferred
Stock” means the Series A Preferred or Series B Preferred.


 


(s)                                  “Public
Offering” means the sale, in an underwritten public offering registered
under the 1933 Act, of shares of the Company’s Common Stock.


 


(t)                                    “Public
Sale” means any sale pursuant to a registered public offering under the
1933 Act or any sale to the public pursuant to Rule 144 (or similar rule
then in effect) promulgated under the 1933 Act effected through a broker,
dealer or market maker.


 


(u)                                 “Sale
of the Company” means the sale of the Company to an Independent Third Party
or affiliated group of Independent Third Parties pursuant to which such party
or parties acquire (i) capital stock (or rights to acquire capital stock)
of the Company possessing the voting power (or the right to acquire capital
stock of the Company possessing the voting power) to elect a majority of the
Company’s board of directors (whether by merger, consolidation or sale or
transfer of the Company’s capital stock) or (ii) all or substantially all
of the Company’s assets determined on a consolidated basis.


 


(v)                                 “Series
B Preferred” means Series B Preferred Stock, par value $0.01 per share.


 


16

















 


(w)                               “Securities
Act” means the Securities Act of 1933, as amended.


 


(x)                                   “Significant
Transfer” means a Transfer, alone or in the aggregate, to any Person (i) in
the case of Transfer of Common Stock of 30% or more of the total number of
shares of Common Stock held by MDCP or (ii) in the case of Transfer of
Preferred Stock of 10% or more of the total number of shares of Preferred Stock
held by MDCP.


 


(y)                                 “Subsidiary”
means any corporation of which the Company owns securities having a majority of
the ordinary voting power in electing the board of directors directly or
through one or more subsidiaries.


 


(z)                                   “Unit
Offering” means an underwritten public offering of a combination of debt
securities and Common Stock (or warrants or exchange rights to purchase Common
Stock) of the Company in which not more than 15% of the gross proceeds received
for the sale of such securities is attributed to Common Stock.


 


14.                                 Notices.  Any notice provided for in this Agreement
must be in writing and must be either personally delivered, mailed by first
class mail (postage prepaid and return receipt requested), sent by reputable
overnight courier service (charges prepaid) or sent by facsimile (hard copy to
follow) to the recipient at the address or facsimile number indicated below:


 


	
   

  	
  To the Company:

  
	
   

  	
   

  
	
   

  	
  GLDD Acquisitions Corp.

  
	
   

  	
  c/o Madison Dearborn
  Partners, LLC

  
	
   

  	
  Three First National
  Plaza

  
	
   

  	
  70 W. Madison, Suite
  3800

  
	
   

  	
  Chicago, IL 60602

  
	
   

  	
  Fax:  (312) 895-1100

  
	
   

  	
  Attention:

  	
  Samuel M. Mencoff

  
	
   

  	
   

  	
  Thomas S. Souleles

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Kirkland & Ellis
  LLP

  
	
   

  	
  200 E. Randolph Dr.

  
	
   

  	
  Chicago, IL 60601

  
	
   

  	
  Fax:  (312) 861-2200

  
	
   

  	
  Attention:  William S. Kirsch, P.C.

  
	
   

  	
   

  
	
   

  	
  To Executive:

  
	
   

  	
   

  
	
   

  	
  At the address listed
  below Executive’s name on the Schedule of Executives attached hereto

  



 


or such other address or
facsimile number or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.  Any notice under this


 


17

















 


Agreement shall be deemed
to have been given when so delivered or sent or, if mailed, five days after
deposit in the U.S. mail.


 


15.                                 General
Provisions.


 


(a)                                  Transfers
in Violation of Agreement.  Any
Transfer or attempted Transfer of any Executive Stock in violation of any
provision of this Agreement shall be void, and the Company shall not record
such Transfer on its books or treat any purported transferee of such Executive
Stock as the owner of such stock for any purpose.  No action, consent, amendment or approval of the Company shall be
deemed effective hereunder, and no officer of the Company shall be entitled to
act on behalf of the Company with respect to the Company, unless approved by
the Board by written consent or at a meeting duly convened.


 


(b)                                 Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


(c)                                  Complete
Agreement.  This Agreement, those
documents expressly referred to herein and other documents of even date
herewith embody the complete agreement and understanding among the parties and
supersede and preempt any prior understandings, agreements or representations
by or among the parties, written or oral, which may have related to the subject
matter hereof in any way.


 


(d)                                 Counterparts.  This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.


 


(e)                                  Successors
and Assigns.  Except as otherwise
provided herein, this Agreement shall bind and inure to the benefit of and be
enforceable by each Executive, the Company, MDCP and their respective
successors and assigns (including subsequent holders of Executive Stock);
provided that the rights and obligations of Executive under this Agreement
shall not be assignable except in connection with a permitted transfer of
Executive Stock hereunder.


 


(f)                                    Choice
of Law.  The corporate law of the
State of Delaware shall govern all questions concerning the relative rights of
the Company and its Executives.  All
other questions concerning the construction, validity, enforcement and
interpretation of this Agreement and the exhibits hereto shall be governed by
the internal law, and not the law of conflicts, of the State of Illinois.


 


(g)                                 Remedies.  Each of the parties to this Agreement (including
MDCP) shall be entitled to enforce its rights under this Agreement
specifically, to recover damages and costs (including reasonable attorney’s
fees) caused by any breach of any provision of this Agreement and to exercise
all other rights existing in its favor. 
The parties hereto agree and acknowledge


 


18

















 


that money damages would
not be an adequate remedy for any breach of the provisions of this Agreement
and that any party may in its sole discretion apply to any court of law or
equity of competent jurisdiction (without posting any bond or deposit) for
specific performance and/or other injunctive relief in order to enforce or
prevent any violations of the provisions of this Agreement.


 


(h)                                 Amendment
and Waiver.  The provisions of this
Agreement may be amended and waived with respect to any Executive only with the
prior written consent of the Company and either (i) such Executive or (ii) the
holders of a majority of the shares of Common Stock  held by all Executives; provided that this Agreement may be
amended and waived with respect to MDCP’s rights hereunder only with the prior
written consent of MDCP.


 


(i)                                     Third-Party
Beneficiaries.  Certain provisions
of this Agreement are entered into for the benefit of and shall be enforceable
by MDCP as provided herein.


 


(j)                                     Business
Days.  If any time period for giving
notice or taking action hereunder expires on a day which is a Saturday, Sunday
or legal holiday in the state in which the Company’s chief executive office is
located, the time period shall be automatically extended to the business day
immediately following such Saturday, Sunday or holiday.


 


(k)                                  Rights
of the Company.  Nothing in this
Agreement shall interfere with or limit in any way the right of the Company to
terminate an Executive’s employment at any time (with or without cause), nor
confer upon any Executive any right to continue in the employ of the Company
for any period of time or to continue his or her present (or any other) rate of
compensation.


 


(l)                                     Termination.  Unless otherwise specified herein, the
rights and obligations of the parties hereunder shall terminate automatically
and without further action on the part of any party hereto on a Sale of the
Company; provided that no such termination shall impair the rights of
any party hereto with respect to any breach of this Agreement arising prior to
such termination.


 


(m)                               Interpretation.  When used herein, the Common Stock shall be
deemed to be one “type” of capital stock of the Company and the Preferred Stock
shall be deemed to be a different “type” of capital stock of the Company.


 


16.                                 Code
Section 280G.  Notwithstanding
any provision of this Agreement to the contrary, if all or any portion of the
payments or benefits received or realized by any Executive pursuant to this
Agreement either alone or together with other payments or benefits which such
Executive receives or realizes or is then entitled to receive or realize from
the Company or any of its affiliates would constitute an “excess parachute
payment” within the meaning of Section 280G of the Code and/or any
corresponding and applicable state law provision, such payments or benefits
provided to such Executive shall be reduced by reducing the amount of payments
or benefits payable to such Executive to the extent necessary so that no
portion of such payments or benefits shall be subject to the excise tax imposed
by Section 4999 of the Code and any corresponding and/or applicable state
law provision; provided that such reduction shall only be made if, by reason of
such reduction, such Executive’s net after tax benefit shall exceed the


 


19

















 


net after tax benefit if
such reduction were not made.  For
purposes of this paragraph, “net after tax benefit” shall mean the sum of
(i) the total amount received or realized by such Executive pursuant to
this Agreement that would constitute a “parachute payment” within the meaning
of Section 280G of the Code and any corresponding and applicable state law
provision, plus (ii) all other payments or benefits which such Executive
receives or realizes or is then entitled to receive or realize from the Company
and any of its affiliates that would constitute a “parachute payment” within
the meaning of Section 280G of the Code and any corresponding and
applicable state law provision, less (iii) the amount of federal or state
income taxes payable with respect to the payments or benefits described in
(i) and (ii) above calculated at the maximum marginal individual income
tax rate for each year in which payments or benefits shall be realized by such
Executive (based upon the rate in effect for such year as set forth in the Code
at the time of the first receipt or realization of the foregoing), less
(iv) the amount of excise taxes imposed with respect to the payments or
benefits described in (i) and (ii) above by Section 4999 of the Code and
any corresponding and applicable state law provision.


 


17.                                 Public
Offering.  In the event that the
Board and the holders of a majority of the shares of Common Stock (voting as a
single class) then outstanding approve a Public Offering, each Executive shall
take all necessary or desirable actions in connection with the consummation of
the Public Offering as requested by the Company.  In the event that such Public Offering is an underwritten
offering and the managing underwriters advise the Company in writing that in
their opinion the capital stock structure would adversely affect the
marketability of the offering, each Executive shall consent to and vote for a
recapitalization, reorganization and/or exchange of Common Stock and Preferred
Stock into securities that the managing underwriters, the Board and the holders
of a majority of the shares of Common Stock and Preferred Stock then outstanding
(voting as a single class) find acceptable, and each Executive shall take all
necessary or desirable actions in connection with the consummation of the
recapitalization, reorganization and/or exchange as requested by the Company;
provided that the resulting securities reflect and are consistent with the
rights and preferences set forth in the Company’s Certificate of Incorporation
as in effect immediately prior to such Public Offering.


 


*  * 
*  *  *


 


20

















 


IN WITNESS
WHEREOF, this Management Equity Agreement has been executed as of the date
first written above.


 


	
   

  	
  GLDD
  Acquisitions Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Douglas B. Mackie

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  President
  and Chief Executive Officer

  


















 


	
   

  	
   

  	
  /s/ Steven R. Auernhamer

  
	
   

  	
   

  	
  Steven R. Auernhamer

  



 

















 


	
   

  	
   

  	
  /s/ Steven W. Becker

  
	
   

  	
   

  	
  Steven W. Becker

  



 

















 


	
   

  	
   

  	
  /s/ Leslie A. Braun

  
	
   

  	
   

  	
  Leslie A. Braun

  



 

















 


	
   

  	
   

  	
  /s/ David C. Cizek

  
	
   

  	
   

  	
  David C. Cizek

  



 

















 


	
   

  	
   

  	
  /s/ Arthur S. Fletcher

  
	
   

  	
   

  	
  Arthur S. Fletcher

  



 

















 


	
   

  	
   

  	
  /s/ James C. Gillespie

  
	
   

  	
   

  	
  James C. Gillespie

  



 

















 


	
   

  	
   

  	
  /s/ William E. Hannum

  
	
   

  	
   

  	
  William E. Hannum

  



 

















 


	
   

  	
   

  	
  /s/ Bradley T. J. Hansen

  
	
   

  	
   

  	
  Bradley T. J. Hansen

  



 

















 


	
   

  	
   

  	
  /s/ William H. Hanson

  
	
   

  	
   

  	
  William H. Hanson

  



 

















 


	
   

  	
   

  	
  /s/ Patrick C. Hughes

  
	
   

  	
   

  	
  Patrick C. Hughes

  



 

















 


	
   

  	
   

  	
  /s/ Kyle D. Johnson

  
	
   

  	
   

  	
  Kyle D. Johnson

  



 

















 


	
   

  	
   

  	
  /s/ John F. Karas

  
	
   

  	
   

  	
  John F. Karas

  



 

















 


	
   

  	
   

  	
  /s/ Richard M. Lowry

  
	
   

  	
   

  	
  Richard M. Lowry

  



 

















 


	
   

  	
   

  	
  /s/ Donald J. Luce

  
	
   

  	
   

  	
  Donald J. Luce

  



 

















 


	
   

  	
   

  	
  /s/ Michael J. Luetlers

  
	
   

  	
   

  	
  Michael J. Luetlers

  



 

















 


	
   

  	
   

  	
  /s/ Robert F. Mackay

  
	
   

  	
   

  	
  Robert F. Mackay

  



 

















 


	
   

  	
  Christopher T. Mackie 1998 Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. L. Coleman

  
	
   

  	
  Its:

  	
  Trustee

  



 

















 


	
   

  	
   

  	
  /s/ Douglas B. Mackie

  
	
   

  	
   

  	
  Douglas B. Mackie

  



 

















 


	
   

  	
  Kathleen J. Mackie 1998 Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. L. Coleman

  
	
   

  	
  Its:

  	
  Trustee

  



 

















 


	
   

  	
  Madeline C. Mackie 1998 Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. L. Coleman

  
	
   

  	
  Its:

  	
  Trustee

  



 

















 


	
   

  	
  Natalie A. Mackie 1998 Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. L. Coleman

  
	
   

  	
  Its:

  	
  Trustee

  



 

















 


	
   

  	
  Philip D. Mackie 1998 Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. L. Coleman

  
	
   

  	
  Its:

  	
  Trustee

  



 

















 


	
   

  	
   

  	
  /s/ John R. Maszezyk

  
	
   

  	
   

  	
  John R. Maszezyk

  



 

















 


	
   

  	
   

  	
  /s/ Sam R. Morrison

  
	
   

  	
   

  	
  Sam R. Morrison

  



 

















 


	
   

  	
   

  	
  /s/ William A. Murchison

  
	
   

  	
   

  	
  William A. Murchison

  



 

















 


	
   

  	
   

  	
  /s/ John T. O’Brien

  
	
   

  	
   

  	
  John T. O’Brien

  



 

















 


	
   

  	
   

  	
  /s/ Steven F. O’Hara

  
	
   

  	
   

  	
  Steven F. O’Hara

  



 

















 


	
   

  	
   

  	
  /s/ William F. Pagendarm

  
	
   

  	
   

  	
  William F. Pagendarm

  



 

















 


	
   

  	
   

  	
  /s/ Robert C. Ramsdell

  
	
   

  	
   

  	
  Robert C. Ramsdell

  



 

















 


	
   

  	
   

  	
  /s/ T. Christopher Roberts

  
	
   

  	
   

  	
  T. Christopher Roberts

  



 

















 


	
   

  	
   

  	
  /s/ Michael R. Sayer

  
	
   

  	
   

  	
  Michael R. Sayer

  



 

















 


	
   

  	
   

  	
  /s/ David E. Simonelli

  
	
   

  	
   

  	
  David E. Simonelli

  



 

















 


	
   

  	
   

  	
  /s/ George T. Strawn

  
	
   

  	
   

  	
  George T. Strawn

  



 

















 


	
   

  	
   

  	
  /s/ Mark R. Thomas

  
	
   

  	
   

  	
  Mark R. Thomas

  



 

















 


	
   

  	
   

  	
  /s/ Russell F. Zimmerman

  
	
   

  	
   

  	
  Russell F. Zimmerman

  



 

















 


	
   

  	
  Deborah A. Wensel Trust
  June 4, 1999

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Its:

  	
  Trustee

  



 

















 


	
   

  	
   

  	
  /s/ Deborah A. Wensel

  
	
   

  	
   

  	
  Deborah A. Wensel

  



 

















 


	
   

  	
   

  	
  /s/ James G. McNally

  
	
   

  	
   

  	
  James G. McNally

  



 

















 


	
   

  	
   

  	
  /s/ Seann M. Perez

  
	
   

  	
   

  	
  Seann M. Perez