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