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