UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 11,
2009
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
1-33891
|
26-0097459
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
12000
Aerospace, Suite 300.
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)
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
|
TABLE
OF CONTENTS
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
Item
9.01 Financial
Statements and Exhibits
|
|
EXHIBIT
INDEX
|
|
|
SIGNATURES
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
Orion
Marine Group, Inc. (the “Company”) entered into employment agreements with each
of Peter R. Buchler, Vice President and General Counsel of the
Company, Elliott J. Kennedy, Executive Vice President of the Company, and
James L. Rose, Executive Vice President of the Company on December 11 (for Mr.
Buchler) and December 15 (for Messrs. Kennedy and Rose), 2009. The
employment agreements, effective as of December 4, 2009, include the
following material provisions for each executive:
Peter R. Buchler
|
o
|
Initial
term expiring June 30, 2011;
|
|
o
|
Annual
base salary of $225,000;
|
|
o
|
Eligibility
for bonuses and perquisites as determined by the Company’s Board of
Directors;
|
|
o
|
One-time
signing bonus of $15,000, payable within 30 days of the date of the
employment agreement;
|
|
|
|
o
|
In
the event of Termination without Cause or for Good Reason not during a
protection period, Mr. Buchler will receive severance benefits
of:
|
|
§
|
(1)
Continued payment of his base salary for a period of twelve months, in
accordance with the Company’s standard payroll practices; (2) Monthly
payment for a period of twelve months of $2,500 to cover transitional
expenses; plus (3) Lump sum payment equal to the most recent bonus awarded
to Mr.Buchlerin accordance with the Executive Incentive Plan (“EIP”) or
any replacement plan.
|
|
o
|
In
the event of Termination without Cause or for Good Reason during a
protection period, Mr. Buchler will receive severance benefits
of:
|
|
§
|
A
severance payment, payable in a lump sum, of (1) twenty-four months
of his base salary; (2) twenty-four months of $2,500 for transitional
expenses; plus (3) two times the most recent bonus awarded to
Mr. Buchler pursuant to the EIP or any replacement
plan.
|
The foregoing description of Mr.
Buchler's employment agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the employment agreement, a
copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by
reference.
Elliott J. Kennedy
|
o
|
Initial
term expiring September 30, 2011;
|
|
o
|
Annual
base salary of $231,000;
|
|
o
|
Eligibility
for bonuses and perquisites as determined by the Company’s Board of
Directors;
|
|
o
|
One-time
signing bonus of $15,000, payable within 30 days of the date of the
employment agreement;
|
|
o
|
Company
provided vehicle
|
|
o
|
In
the event of Termination without Cause or for Good Reason not during a
protection period, Mr. Kennedy will receive severance benefits
of:
|
|
§
|
(1)
Continued payment of his base salary for a period of twelve months, in
accordance with the Company’s standard payroll practices; (2) Monthly
payment for a period of twelve months of $2,500 to cover transitional
expenses; (3) Monthly payment for a period of twelve months of $600
in lieu of a Company provided vehicle; plus (4) Lump sum payment equal to
the most recent bonus awarded to Mr. Kennedy in accordance with the
EIP or any replacement plan.
|
|
o
|
In
the event of Termination without Cause or for Good Reason during a
protection period, Mr. Kennedy will receive severance benefits
of:
|
|
§
|
A
severance payment, payable in a lump sum, of (1) twenty-four months
of his base salary; (2) twenty-four months of $2,500 for transitional
expenses; (3) twenty-four times Mr. Kennedy’s monthly car allowance,
plus (4) two times the most recent bonus awarded to Mr. Kennedy
pursuant to the EIP or any replacement
plan.
|
The foregoing description of Mr.
Kennedy’s employment agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the employment agreement, a
copy of which is attached hereto as Exhibit 10.4 and is incorporated herein by
reference.
James L. Rose
|
o
|
Initial
term expiring March 31, 2011;
|
|
o
|
Annual
base salary of $231,000;
|
|
o
|
Eligibility
for bonuses and perquisites as determined by the Company’s Board of
Directors;
|
|
o
|
One-time
signing bonus of $15,000, payable within 30 days of the date of the
employment agreement;
|
|
o
|
Monthly
car allowance of $585
|
|
o
|
In
the event of Termination without Cause or for Good Reason not during a
protection period, Mr. Rose will receive severance benefits
of:
|
|
§
|
(1)
Continued payment of his base salary for a period of twelve months, in
accordance with the Company’s standard payroll practices; (2) Monthly
payment for a period of twelve months of $2,500 to cover transitional
expenses; (3) Monthly payment for a period of twelve months of the monthly
car allowance; plus (4) Lump sum payment equal to the most recent bonus
awarded to Mr. Rose in accordance with the EIP or any replacement
plan.
|
|
o
|
In
the event of Termination without Cause or for Good Reason during a
protection period, Mr. Rose will receive severance benefits
of:
|
|
§
|
A
severance payment, payable in a lump sum, of (1) twenty-four months
of his base salary; (2) twenty-four months of $2,500 for transitional
expenses; (3) twenty-four times Mr. Rose’s monthly car allowance,
plus (4) two times the most recent bonus awarded to Mr. Rose
pursuant to the EIP or any replacement
plan.
|
The foregoing description of Mr. Rose’s
employment agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the employment agreement, a copy of
which is attached hereto as Exhibit 10.5 and is incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits:
Exhibit
Number Description
10.3 Employment
Agreement effective December 4, 2009 between Orion Marine Group, Inc. and Peter
R. Buchler
10.4 Employment
Agreement effective December 4, 2009 between Orion Marine Group, Inc. and
Elliott J. Kennedy
10.5 Employment
Agreement effective December 4, 2009 between Orion Marine Group, Inc. and James
L. Rose
SIGNATURE
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.
|
||
|
Dated: December
17, 2009
|
By:
|
/s/
Mark R. Stauffer
|
|
Executive
Vice President and Chief Financial
Officer
|
||