Great Lakes Dredge Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Appointment of New Chief Executive Officer

On April 28, 2017, Great Lakes Dredge Dock Corporation (the
Company) announced that Lasse J. Petterson has been appointed
Chief Executive Officer, effective May 1, 2017. Mr. Petterson
will succeed Mark W. Marinko, who has been serving as the
Companys Interim Chief Executive Officer since January 3, 2017.
Mr. Marinko will continue to serve as the Companys Senior Vice
President and Chief Financial Officer. Mr. Petterson currently
serves, and will continue to serve, as a member of the Companys
board of directors (the Board).

Prior to his employment with the Company, Mr. Petterson was a
private consultant to clients in the Oil Gas sector. Mr.
Petterson served as Chief Operating Officer and Executive Vice
President at Chicago Bridge and Iron Company N.V. (CBI) from 2009
to 2013. Prior to CBI, Mr. Petterson was Chief Executive Officer
of Gearbulk, Ltd., a privately held company that owns and
operates one of the largest fleets of gantry craned open hatch
bulk vessels in the world. He was also President and Chief
Operating Officer of AMEC Inc. USA, a British multinational
consulting, engineering and project management company. Prior to
joining AMEC, Mr. Petterson served in various executive and
operational positions for Aker Maritime, Inc., the deepwater
division of Aker Maritime ASA of Norway over the course of 20
years. He spent the first nine years of his career in various
positions at Norwegian Contractors, an offshore oil gas platform
contractor.

The Company entered into an employment agreement with Mr.
Petterson effective April 28, 2017 (the Employment Agreement)
which continues until its fourth anniversary and is automatically
extended for successive two-year periods unless the executive or
the Company gives the other written notice 90 days in advance of
the next renewal period. Mr. Petterson will be paid an annual
base salary of $700,000, subject to increase by the Board, or
decrease by up to 10 percent if there is a salary reduction
affecting substantially all executive or managerial employees.
Mr. Petterson will be eligible to participate in the annual
performance bonus plans, long-term incentive plans, and any
equity-based plans established by the Company for its senior
executive officers. For 2017, Mr. Petterson will be granted a
long-term equity award of $870,000 and will be eligible for two
sign-on bonuses, each in the amount of $250,000 and payable in
restricted stock, provided Mr. Petterson meets certain
requirements regarding the purchase of the Companys equity on the
open market. Each such sign-on bonus grant will cliff-vest as
follows:fifty percent (50%) vesting after twelve (12) months of
continuous employment as Chief Executive Officer from the grant
date, and fifty percent (50%) vesting after eighteen (18) months
of continuous employment as Chief Executive Officer from the
grant date. Mr. Petterson will be eligible to participate in any
employee benefit plans offered by the Company, including the
Supplemental Savings Plan, and must comply with any guidelines
and policies of the Company regarding stock retention.

In connection with Mr. Pettersons permanent relocation to the Oak
Brook, Illinois area, the Employment Agreement requires that the
Company provide him with relocation benefits, which include
payment of moving expenses and payment or reimbursement of
expenses related to the sale of Mr. Pettersons current residence,
not to exceed $100,000 in the aggregate. Taxes related to the
foregoing shall also be reimbursed. In addition, the Company will
pay Mr. Petterson a one-time miscellaneous relocation benefit of
$40,000, which shall not be grossed up for taxes. If, within two
years of the start date of his Employment Agreement, Mr.
Petterson voluntarily terminates his employment (other than as a
result of a resignation for Good Reason, as defined in the
Employment Agreement), he is required to reimburse the Company
for all payments made by us in connection with the provision of
relocation benefits to him.

If Mr. Petterson is terminated without Cause (as defined in the
Employment Agreement) or if Mr. Petterson voluntarily resigns his
employment for Good Reason, he is entitled to his base salary,
pro rata portion of his target annual incentive and Supplemental
Savings Plan benefits through the date of termination, plus a
payment equal to the sum of 12 months of base salary plus his
target annual incentive, 18 months age and vesting credit for any
unvested equity awards, provided Mr. Petterson has served as
Chief Executive Officer for at least two consecutive years, and
continued coverage under the Companys medical and dental plans
for up to 12 months following the last day of employment for
which Mr. Petterson is compensated as an active employee of the
Company (the Termination Date). If within twenty-four months of a
Change in Control (as defined in the Employment Agreement), the
Company terminates the employment of Mr. Petterson other than for
Cause or if Mr. Petterson voluntarily resigns his employment for
Good Reason, the Company will pay Mr. Petterson, in lieu of any
cash severance payment, a change in control payment equal to: (a)
two (2) times the sum of his then current base salary plus the
average of his target annual incentive over the three year period
immediately preceding his termination; and (b) the pro rata
portion of his annual incentive and Supplemental Savings Plan
benefits earned through the Termination Date. In the event of
such a termination, Mr. Petterson is also entitled to continued
coverage under the Companys health plans for up to 24 months
following the Termination Date and full vesting of any
outstanding unvested equity awards.

If the Company elects not to renew the Employment Agreement for
Mr. Petterson during the Initial Employment Term (as defined in
the Employment Agreement), then Mr. Petterson shall receive full
vesting of any unvested equity awards irrespective of whether his
employment is subsequently terminated.If the Company elects not
to renew the Employment Agreement for Mr. Petterson during any
Renewal Term (as defined in the Employment Agreement) and, within
twelve (12) months of the end of the Renewal Term, terminates Mr.
Pettersons employment without Cause or Mr. Petterson voluntarily
resigns his employment for Good Reason, then Mr. Petterson shall
receive full vesting of any unvested equity awards.

Mr. Petterson is entitled to full vesting of any unvested equity
awards in the event he gives at least twelve (12) months notice
of retirement, provided he has served as Chief Executive Officer
for at least six (6) continuous years.

During the employment term and for eighteen months following the
Termination Date, Mr. Petterson is subject to confidentiality
provisions and restrictive covenants, including non-competition
and non-solicitation covenants.

The foregoing description of the terms and conditions of the
Employment Agreement does not purport to be complete and is
qualified in its entirety by reference to the agreement which is
filed as Exhibit 10.1 hereto and incorporated herein by
reference.

On April 28, 2017, Great Lakes Dredge Dock Corporation issued a
press release announcing the appointment of Mr. Petterson as
Chief Executive Officer. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.

About Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD)

Great Lakes Dredge & Dock Corporation is a provider of dredging services. The Company provides dredging services in the East, West and Gulf Coasts of the United States and around the world. It operates in two segments: Dredging Operations, which involves enhancement or preservation of navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock, and Environmental & Remediation Operations, which provides construction services on soil, water and sediment for clients in both the public and private sectors in the United States. It holds interests in Amboy Aggregates, which is involved in mining sand from the entrance channel to New York Harbor for providing sand and aggregate for use in road and building construction and for clean land fill; Lower Main Street Development, LLC, which is engaged in land development and sale business, and TerraSea Environmental Solutions, which is engaged in the environmental services business.

Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD) Recent Trading Information

Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD) closed its last trading session up +0.05 at 4.60 with 122,003 shares trading hands.