Orion (ORN) 8-K Departure of Directors or Certain Officers

Exhibit 10.2

Fourth Amendment to

EMPLOYMENT AGREEMENT

­­­­­­­­­­­PETER R. BUCHLER

­­­­­­­­­­­­­­­­­

This Fourth Amendment, entered into effective June 30, 2021, (this “Amendment”) to that certain EMPLOYMENT AGREEMENT, dated January1, 2015, as amended by the First Amendment, dated March 30, 2017, the Second Amendment, dated June 5, 2018 and the Third Amendment, dated June 04, 2019 (collectively, this “Agreement”), is by and between Orion Group Holdings, Inc., a Delaware corporation (the “Company”), and Peter R. Buchler (the “Key Employee”).  Company and Key Employee are each herein sometimes referred to as “Party” and collectively as “Parties.”

W I T N E S S E T H:

WHEREAS, the Company has identified the below signed individual as a Key Employee who is an integral part of the Company’s operation and management and as a result entered into this Agreement with him;

WHEREAS, the Company recognizes the undersigned individual’s ongoing efforts as a Key Employee and desires to continue to reward those efforts to protect and enhance the best interests of the Company;

WHEREAS, this Agreement currently provides for an annual automatic renewal and extension effective as of March 31^st each year, unless written notice of non-renewal is delivered by either Party to the other, not less than sixty (60) days prior to such date; and

WHEREAS, the Board of Directors of the Company (the “Board”) considers the reelection of officers, immediately after the conclusion of the Company’s Annual Stockholders Meeting (traditionally held on the third Thursday of May each year);

WHEREAS, while keeping all other terms and conditions the same, the Board desires to consider the renewal of this Agreement around the same time annually that it considers the reelection of officers;

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

ARTICLE I
PURPOSE, DEFINITIONS AND INTERPRETATIONS

1.1    Purpose.  The purpose of this Fourth Amendment to this Agreement is to evidence the Parties’ mutual agreement to change this Agreement’s annual automatic renewal and extension date of March 31^st to September 30^th, subject as before to written notice of non-renewal having been delivered by either Party to the other, not less than sixty (60) days prior to such date.

4^th Amend. to Employ. Agree.

Peter R. Buchler

June 30, 2021

1.2Definitions.   Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in this Agreement.

1.3Interpretations.  In this Amendment, unless a clear contrary intention appears, (a) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Amendment as a whole and not to any particular Article, Section or other subdivision; (b) reference to any Article or Section, means such Article or Section hereof; and (c) the word “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such terms.

ARTICLE II

AGREEMENT

The parties do hereby mutually agree that Section 2.1 of this Agreement shall, effective immediately and forever hereafter be superseded and replaced with the following:

2.1        Term. Thetermof thisAgreementwillcommenceontheEffectiveDateofthis AgreementandendonSeptember30, 2022 (the"Initial Term"). At the end of the Initial Term and on each subsequent anniversary thereafter, this Agreement shall automatically renew and extend for a period of twelve (12) additional months (each such twelve (12) month period being a “Renewal Term”) unless written notice of non-renewal is delivered by either party to the other not less than sixty (60) days prior to the expiration of the then-existing Initial Term or Renewal Term, as applicable. NotwithstandinganyotherprovisionofthisAgreement,KeyEmployee's employmentpursuanttothisAgreementmaybeterminatedatanytimeinaccordancewith ARTICLEIII.TheperiodfromtheEffectiveDatethroughtheexpirationofthisAgreement, or,ifsooner,theterminationofEmployee'semploymentpursuant tothisAgreement,regardlessofthetimeorreasonforsuchtermination,shallbereferredto hereinasthe"Employment Period." 

ARTICLE III

OTHER TERMS

       3.01        Remaining Terms of this Agreement: Except to the extent specifically provided herein to the contrary in this Amendment, all terms, conditions, understandings and agreements between the Parties, as set forth in this Agreement shall be binding upon and inure to the benefit of each of the respective Parties, as set forth in this Agreement.

                3.02        Severability Clause: If any portion of this Amendment (or this Agreement, as extended hereunder), is held to be invalid or unenforceable for any reason by a court or governmental authority of competent jurisdiction, then such portion will be deemed to be stricken and the remainder of the document(s) shall continue in full force and effect.

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4^th Amend. to Employ. Agree.

Peter R. Buchler

June 30, 2021

                3.03        Headings: The headings are for convenience only and may not be used to construe or interpret this Amendment.

       3.04        Counterparts and Signatures: This Amendment may be executed in one or more counterparts, and by each of the respective Parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Amendment, facsimile and electronically transmitted signatures shall be deemed originals for all proposes.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date first above written.

THE COMPANY

ORION GROUP HOLDINGS, INC.

By: __Mark R. Stauffer________

Mark R. Stauffer,

President & CEO

June 30, 2021

KEY EMPLOYEE

___/s/ Peter R. Buchler_________

Peter R. Buchler,

June 30, 2021

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