Separation and General Release Agreement

1.

General:  Conditioned on the enforceable determination that You are terminated by the Company Without Cause, You agree to relinquish any right You may have to be employed by the Company or any of the Released Parties as of Your Separation Date, and agree to resign from all representative positions with the Company as of June 23, 2025 (the “Transition Date”).  Your separation from employment with the Company will not impact Your rights to the following:

a)

Salary:  You will be paid Your current salary, as applicable, through Your Separation Date.

b)

Medical, Vision, and Dental Insurance via COBRA:  The Company will terminate Your medical, vision, and dental insurance benefits as an active employee as of the last day of the month in which Your Separation Date occurs. You will be eligible to enroll in COBRA continuation coverage, generally for up to 18 months, or until You otherwise lose eligibility for COBRA coverage, whichever occurs first. The COBRA administrator will send You a COBRA election notice with more information on how to elect COBRA and the cost of such continued coverage.  

d)

Vested Benefits:  Your rights to other Company benefits will continue to be determined by the terms of any applicable plans.  

e)

Non-Conditional:  You will receive the above wages and benefits regardless of whether You sign this Agreement.  

2.

Consideration: In consideration for Your signing and not revoking this Agreement and performing the promises contained herein, You will be entitled to the following payments and benefits (in each case, less applicable taxes and withholdings), in accordance with, and in full satisfaction of, clauses (b) through (e) of Section 3.4 of the Employment Agreement:

a)

Salary:  Continued payment of Your base salary as of the Separation Date ($450,000) for a period of twelve months, in accordance with the Company’s standard payroll practices;

b)

Transitional Expenses:  Monthly payment for a period of twelve months of $2,500 to cover transitional expenses; and

c)

Car Allowance:  Monthly payment for a period of twelve months of an amount equal to Your monthly car allowance ($1,250).

a.  

Bonus – Pursuant to clause (e) of Section 3.4 of the Employment Agreement, You have already received a bonus payment for fiscal year 2024 (the Company’s most recently completed fiscal year) which was previously earned.  You will not be eligible to receive any additional payment related to a bonus for fiscal year 2025.  

b.  

Forfeited Long-Term Incentive Awards – Except for those awards specifically referenced in clause (c) of this Paragraph 3, pursuant to the terms of the Orion Group Holdings, Inc. 2022 Long-Term Incentive Plan, as amended to date, and each award agreement and award letter evidencing the long-term incentive awards that You have been granted thereunder, the termination of your employment with the Company for any reason results automatically in (i) those restricted shares that have been granted to You for which the restrictions have not lapsed as of Your Separation Date becoming null and void and such restricted shares being forfeited to the Company, and (ii) those performance stock units that have been granted to You for which the restrictions have not lapsed as of Your Separation Date also becoming null and void and such performance stock units also being forfeited to the Company.

c.

Eligible Long-Term Incentive Awards – Notwithstanding clause (b) of this Paragraph 3, as additional consideration for Your signing and not revoking this Agreement and subject to Your continuing to comply with the restrictive covenants contained in Paragraph 11 below and Paragraph 3.8 of the Employment Agreement, Your long-term incentive awards that are scheduled to vest on or prior to September 12, 2025 shall remain eligible for vesting (less applicable taxes

4.

Vested Benefits and Eligibility for Other Severance Plans:  Your rights to any other Company benefits will be determined by the terms of the applicable plan(s). You agree that the consideration set forth above in Paragraph 2 and Paragraph 3 supersede any other severance benefits which You may be entitled to receive from the Company and that You are not entitled to any severance payments beyond those contained in said Paragraphs.

5.

General Release of Claims Against the Company:  In consideration for the mutual promises set forth in this Agreement, You, on behalf of Yourself and Your assigns, heirs, executors and administrators (and Your and their legal representatives of every kind) hereby release and discharge forever the Company, both as Your employer and as sponsor and administrator of any of the employee benefit plans established for the benefit of its employees, and its predecessors, successors, assigns, divisions, subsidiaries, corporate parents, related or affiliated companies, and each of their respective current and former officers, directors, shareholders, members, employees, benefit plans, assigns, insurers, plan administrators and other plan fiduciaries, heirs, agents, counsel and representatives, including without limitation any and all management and/or supervisory employees thereof, and the successors and assigns of the foregoing (hereinafter collectively referred to as the “Released Parties”) from all claims, arbitrations, suits, proceedings, demands, costs, attorneys’ fees, monies of any kind, expenses, damages, suits, proceedings and/or causes of action of any kind and every description, which You now have or may have, whether known or unknown, suspected or unsuspected, related in any way to Your employment, the termination of Your employment and/or otherwise based on events that occurred from the beginning of time through the date You sign this Agreement.  The Parties intend that this general release of claims be construed as broadly as possible and include any and all claims that may be waived by private agreement.

6.

Release Exclusions:  You further understand that nothing in this release generally prevents You from filing a charge or complaint with or from participating in an investigation or proceedings conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any laws.  You agree that by signing this Agreement, You are waiving Your right to individual, monetary and/or other relief from the Company or any other Released Party based on claims asserted in such a charge or complaint. Finally, You understand this does not include government awards that may be given for providing information to a government agency, nor does it limit your ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. Nothing in this release of claims shall be construed to waive any right that is not subject to waiver by private agreement or that may not be waived by law such as claims for workers’ compensation and unemployment benefits.

7.

Covenant Not to Sue:  Except as otherwise provided in Paragraph 5, and except for any claims based on this Agreement, You agree and covenant not to file any suit, complaint,

8.

No Admission of Liability:  You acknowledge that nothing in this Agreement constitutes an admission by the Released Parties of any liability or acts of wrongdoing or acts of discrimination, nor shall it be considered evidence of such liability, wrongdoing, or unlawful discrimination.  The Released Parties expressly deny any liability or alleged violation and state that payment has been made solely for the purpose of compromising any and all potential claims.

9.

Compliance with the Older Workers Benefit Protection Act and Applicable State Laws, Advice of Counsel, Consideration, Revocation Period, Other Information:  It is the express intention of the Company that this Agreement comply in all respects with the terms of the Older Workers Benefit Protection Act and all applicable federal, state, and local laws for release agreements.  Accordingly, the Company is specifically advising You as follows:

a)

This Agreement constitutes an enforceable contract, and by signing this Agreement, You are waiving certain rights that You may have against the Released Parties under the Age Discrimination in Employment Act (“ADEA”); the Older Workers Benefit Protection Act; and all federal, state, and local laws as set forth in Paragraph 4 above, based upon Your employment with the Company and/or the termination of Your employment with the Company, except any such rights or claims that may arise after the date You sign this Agreement;

b)

The consideration required to be paid and provided to You under this Agreement constitutes value to which You would not be entitled unless You sign this Agreement;

c)

You agree that You are voluntarily entering into this Agreement, that You have read and understand its legal and binding effect, that You have not been coerced in any way to sign and not revoke this Agreement, and that no promises or agreements have been made to You except those contained in this Agreement;

d)

The Company advises You to consult with an attorney prior to signing this Agreement.  You are responsible for paying that attorney’s fees and costs, if any;

f)

You may revoke this Agreement at any time within seven (7) calendar days following the date on which You sign this Agreement (the “Revocation Period”), and You agree that this Agreement shall not become effective or enforceable until the Revocation Period has expired. To revoke Your signature, You must e-mail a copy to:

g)

That the Company’s obligation to provide benefits or to make payments under this Agreement is contingent upon Your signing of this Agreement and the expiration of the Revocation Period without Your revocation of the Agreement; and

h)

Any modification or alteration of any of the terms of this Agreement by You voids this Agreement in its entirety.

10.

Non-Competition, Confidentiality, Non-Solicitation: You agree and understand that the restrictive covenants contained in Paragraph 3.8 of the Employment Agreement remain in full force and effect as written.

11.

Non-Disparagement; Non-Defamation:  You agree that, except in the event that You are enforcing the terms of this Agreement, You will not publicly comment on the nature of this resignation.   You further agree that You will not disparage or defame the Company

12.

Remedies for Breach:  You agree that the Company would be irreparably harmed if You do not fully perform all of Your obligations under this Agreement and Your performance is not specifically enforced and that, although the Company may seek and obtain damages in excess of the amounts paid hereunder, any such remedy at law would not be adequate in the event of an actual or threatened violation of Your obligations under Paragraphs 10 or 11 above. You agree that the Company, upon bringing a lawsuit to enforce its rights under this Agreement, shall be entitled to an injunction or any appropriate decree of specific performance from the court for any actual or threatened violations, regardless of whether the Company seeks or obtains any damages. You further agree that the Company will be entitled to all attorney’s fees, expert fees and costs associated with any successful court action related to Your breach.

13.

Applicable Law:  This Agreement shall, in all respects, be interpreted, construed and governed exclusively by and under the domestic laws of the State of Texas, except to the extent that Federal law governs.

14.

Modifications:  The provisions of this Agreement may not be modified by any subsequent agreement unless the modifying agreement: (i) is in writing; (ii) specifically references this Agreement; (iii) is signed by You; and (iv) is signed and approved by an authorized representative of the Company.  

15.

Integration:  This Agreement constitutes the entire agreement between You and the Company with respect to the subject matter herein, except as otherwise provided in this Paragraph. You and the Company have signed this Agreement based upon the terms set forth herein.  You and the Company have not relied on any prior agreement or representation, whether oral or written, which is not set forth in this Agreement.  Except as otherwise provided in this Paragraph, no prior agreement, whether oral or written, shall have any effect on the terms and provisions of this Agreement. All other prior agreements, except for the Employment Agreement and the award agreements evidencing the equity grants described in Paragraph 2(b), by You and the Company, whether oral or written, are expressly superseded and/or revoked by this Agreement.

16.

Severability and Waiver:  Each provision of this Agreement shall be enforceable independently of every other provision.  Furthermore, in the event that any provision is deemed to be unenforceable for any reason, the remaining provisions shall remain effective, binding and enforceable.  The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of that provision, or of any other provision of this Agreement.

17.

Section 409A: All provisions of this Agreement are intended to comply with Section 409A of the Code and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, "Section 409A") or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this

18.

Counterparts: This Agreement (and any amendment, modification and waiver in respect hereof) may be executed by facsimile or other electronic transmission and in counterparts, each of which shall be deemed to be an original, and all of which taken together shall constitute one agreement binding on the parties.

19.

Effective Date:  The effective date of this Agreement shall be the eighth (8^th) calendar day after the date that You sign this Agreement (the “Effective Date”), provided that You do not revoke it within seven (7) days after signing it.  The date that representatives of the Company sign this Agreement shall not affect the Effective Date for any purpose under this Agreement.

21.

Full Understanding:  By signing this Agreement, You agree that You have carefully read this Agreement; that You have had a reasonable time to consider the language and effect of this Agreement; that the Company has informed You, in writing, to talk with an attorney before signing this Agreement; that You know, understand and agree with the contents of this Agreement; and that You are signing this document voluntarily because You are satisfied with its terms and conditions.

22.

Return of All Company Property:  You warrant that when requested by the Company, You will return all property of the Company, including but not limited to, passwords to password-protected files, all confidential information (including all records, notes, data, memoranda, models, reports, lists, other documents, and any copies thereof), computer hardware or software, computers, cell phones, smartphones, files, papers, memoranda, correspondence, customer lists, vendor lists, supplier lists, financial data, credit cards, keys, tape recordings, pictures, security access cards, Company identification, and any other items of any nature which were or are the property of the Company or relate to Company’s business and that are in Your possession or under Your control. (“Company Property”), irrespective of whether such Company Property was prepared by You or not.  You also agree to immediately cease using any of the Company’s tradenames and to return to the Company all advertising matter and other materials.  You further agree not to retain any copies of any such Company Property in Your possession or under Your control.

23.

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.