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ORN > SEC Filings for ORN > Form 8-K on 18-May-2009All Recent SEC Filings

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Form 8-K for ORION MARINE GROUP INC


18-May-2009

Other Events


Item 8.01 Other Events

On May 12, 2009, J. Michael Pearson, President and Chief Executive Officer of the Company, and Mark R. Stauffer, Executive Vice President and Chief Financial Officer of the Company, each entered into individual written sales plans pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, (each, a "Rule 10b5-1 Plan"). Each Rule 10b5-1 Plan, which provides for the commencement of sales of Company common stock and the exercise of options held by each such executive on June 12, 2009, was executed during an "open window" trading period under the Company's Insider Trading Policy, following the issuance of its earnings release for the first quarter of 2009, and the 10b-5-1 Plans were, in accordance with such Policy, approved by the Company's Board of Directors. .
The Executive's entry into and the terms and conditions of each Rule 10b5-1 Plan are in accordance with applicable policies of the Company and guidelines specified by Rule 10b5-1 issued under the Securities Exchange Act of 1934.

The purpose of the Rule 10b5-1 Plans is to provide Messrs. Pearson and Stauffer with the ability to sell vested shares of the Company's common stock, and to exercise options and sell the underlying common stock in a pre-determined manner specified in the respective Plans, which include the sale of specified shares amounts at specific times and market prices, subject to specified limitations.

Mr. Pearson's Rule 10b5-1 Plan provdes for the sale of up to 38,416 shares of the Company's common stock, and for the exercise of up to 179,373 common stock options and the sale of the common stock acquired through the exercise of such options. The Plan expires on December 19, 2009.

Mr. Stauffer's Rule 10b5-1 Plan provides for the sale of up to 60,000 shares of the Company's common stock, and for the exercise of up to 33,633 common stock options and the sale of the common stock acquired through the exercise of such options. The Plan expires on December 12, 2009.

Transactions under the Rule 10b5-1 Plans will be reported to the Securities and Exchange Commission through Form 4 and Form 144 filings in accordance with applicable securities laws, rules and regulations.

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