UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment No. 1 to
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 11, 2008
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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333-145588
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26-0097459
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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12550
Fuqua St.
Houston,
Texas 77034
(Address
of principal executive offices)
(713)
852-6500
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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SIGNATURES
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EXHIBIT
INDEX
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Explanatory
Note
On April 15, 2008, Orion Marine Group, Inc. (the "Company") filed a Current
Report on Form 8-K (the "Original Filing") to report on Item 5.02 that on April
11, 2008, the Compensation Committee of the Company's Board of Directors (the
"Board") approved, and the Board ratified, an amendment to the Employment
Agreement dated April 2, 2007 (effective as of May 17, 2007) between the Company
and J. Michael Pearson, the Company’s President and CEO (“Employment
Agreement”). This Amendment No. 1 to the Current Report on Form 8-K/A
amends the Original Filing to provide the exhibit referenced herein, which was
not available at the time of the Original Filing.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On April
11, 2008, the Compensation Committee of the Company’s Board approved, and the
Board ratified, an amendment to the Employment Agreement dated April 2, 2007
(effective as of May 17, 2007) between the Company and J. Michael
Pearson, the Company’s President and CEO. The amendment extends the
initial term of the Employment Agreement for an additional year, with such
initial term now expiring on May 17, 2010, instead of the original
initial term expiration date of May 17, 2009. In addition, the
Employment Agreement was updated to reflect Mr. Pearson’s current base salary of
$400,000, which was approved by the Compensation Committee earlier. Mr. Pearson
has indicated his agreement to the Employment Agreement amendment, and the
amendment will be executed shortly and will be effective as of April 11.
2008.
All other
terms and conditions of the Employment Agreement remain in effect without
modification, including the parties’ option to mutually extend the Employment
Agreement upon expiration of its initial term.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ORION MARINE GROUP, INC.
_/s/ J. Cabell Acree,
III
By: J.
Cabell Acree, III
Title: Vice
President, General Counsel and Secretary
EXHIBIT
INDEX
Exhibit
No. Description
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*10.1
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Amendment
No. 1 to Employment Agreement with J. Michael
Pearson
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* filed
herewith
Exhibit 10.1
AMENDMENT
NO.1 TO EMPLOYMENT AGREEMENT
(J.
Michael Pearson)
This
AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT, dated as of April 11, 2008 (this
"Agreement"), is by and between Orion Marine Group, Inc., a Delaware corporation
(the "Company"), and J. Michael Pearson (the "Key Employee"), and amends that
certain Employment Agreement dated April 2, 2007, but effective as of May 17,
2007, between the Company and Key Employee ("Employment
Agreement").
WIT
N E SSET H:
WHEREAS, the Company and the Key Employee
desire to amend the Employment Agreement as provided below in this
Agreement;
WHEREAS, the Company's Board Compensation
Committee has approved and the Company's Board of Directors has ratified the
amendments set forth below in this Agreement;
NOW, THEREFORE, in consideration of the
foregoing and of the respective covenants and agreements set forth below, and in
the Employment Agreement, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE
I
AMENDMENTS
1.1 Initial Term. Section 2.1 of the Employment
Agreement is hereby amended to replace the word "two" in line one of such
Section with the word "three," reflecting the parties' agreement and intent to
extend the "Initial Term" of the Employment Agreement for an additional year,
with the "Initial Term" now expiring on May 17,2010, not May
17,2009.
1.2 Compensation. Section 2.3 (a) of the Employment
Agreement is hereby amended to replace "$300,000" in the second line of such
subsection with "$400,000" to reflect Key Employee's current base salary
approved by the Compensation Committee of the Company's Board of
Directors.
ARTICLE
II
MISCELLANEOUS
2.1 Governing Law. This Agreement is governed by
and will be construed in accordance with the laws of the State of Texas, without
regard to the conflicts of law principles of such State.
2.2 Effect of Amendments. The amendments set forth
herein are the only amendments to the Employment Agreement and all terms,
conditions and provisions thereof not specifically amended above remain if full
force and effect, unmodified hereby or otherwise.
2.3 Amendment and Waiver. The provisions of this
Agreement may be amended, modified or waived only with the prior written consent
of the Company and Key Employee, and
no course
of conduct or failure or delay in enforcing the provisions of this Agreement
will be construed as a waiver of such provisions or affect the validity, binding
effect or enforceability of this Agreement or any provision hereof.
2.4 Severabilitv. Any provision in this Agreement
which is prohibited or unenforceable in any jurisdiction by reason of applicable
law will, as to such jurisdiction, be ineffective only to the extent of such
prohibition or unenforceability without invalidating or affecting the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in any
other jurisdiction.
2.5 Entire Agreement. This Agreement embodies the
complete agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersede sand preempts 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.
2.6 Withholding of Taxes and Other Employee
Deductions. The Company may withhold from any benefits and payments made
pursuant to this Agreement all federal, state, city, and other taxes as may be
required pursuant to any law or governmental regulation or ruling and all other
normal employee deductions made with respect to the Company's employees
generally.
2.7 Headings. The paragraph headings have been
inserted for purposes of convenience and will not be used for interpretive
purposes.
2.8 Actions by the Board. Any and all
determinations or other actions required of the Board hereunder that relate
specifically to Key Employee's employment by the Company or the terms and
conditions of such employment will be made by the members of the Board other
than Key Employee (if Key Employee is a member of the Board), and Key Employee
will not have any right to vote or decide upon any such matter.
2.9 Construction. The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rule of strict construction will be applied against
any party.
[Signature
Page Follows]
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the
date
first set forth above.
COMPANY:
ORION
MARINE GROUP, INC.
By:
/s/ Mark R.
Stauffer
Name:
Mark R. Stauffer
Title:
Executive Vice President and Chief Financial Officer
KEY EMPLOYEE:
/s/ J. Michael
Pearson
J. Michael Pearson
SIGNATURE PAGE TO EMPLOYMENT AGREEMENT
(J. MICHAEL
PEARSON)