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
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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.
(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/Douglas B Mackie
Its:
President and CEO
Douglas Mackie
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