Aegion Corp (Form: 8-K, Received: 10/10/2014 15:51:51)

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): October 6, 2014

AEGION CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	0-10786	45-3117900
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



17988 Edison Avenue, Chesterfield, Missouri			63005
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (636) 530-8000

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))



Item 1.01.	Entry into a Material Definitive Agreement .

On October 6, 2014, Aegion Corporation (the “Company”) executed a second amendment (the “Second Amendment”) to its current credit agreement, dated July 1, 2013, as amended (the “Credit Agreement”). Pursuant to the terms of the Credit Agreement, the Company is subject to certain financial covenants, including a consolidated leverage ratio and a consolidated fixed charge ratio. Pursuant to the Second Amendment, the pre-tax charges associated with the Company’s realignment and restructuring plan described under Item 2.05 of this Current Report on Form 8-K are excluded from the financial covenant calculations, subject to certain limitations, to the extent recorded before December 31, 2014. Further, pursuant to the Second Amendment, the non-recurring operating losses of the Company ’ s subsidiaries in certain international locations are excluded from the financial covenants calculations, subject to certain limitations, to the extent recorded before September 30, 2014.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached as Exhibit 10.1, and is incorporated herein by reference.



Item 2.05.	Cost Associated with Exit or Disposal Activities .

On October 6, 2014, the Company’s Board of Directors approved a broad realignment and restructuring plan that is intended to exit low-return businesses and reduce the size and cost of the Company’s overhead structure to improve gross margins and profitability in the long term. The restructuring plan was developed in connection with an assessment by the Company’s newly-appointed President and Chief Executive Officer (the appointment of whom is described under Item 5.02 of this Current Report on Form 8-K) and other strategic realignment efforts.

The realignment and restructuring plan includes exiting certain unprofitable international locations for the Company’s Water and Wastewater business, consolidating the Company’s worldwide Commercial and Structural business with the Company’s global Water and Wastewater business and eliminating certain idle facilities in the Company’s Bayou Louisiana coatings operations. The Company expects the plan will be carried out over the next 12 months. Approximately 170 full-time positions will be eliminated as a result of these actions.

The Company expects that a majority of the charges associated with these initiatives will be recorded in the third and fourth quarters of 2014. The estimated pre-tax charges are expected to consist of the following:


i.	Cash costs of approximately $15 to $18 million to be incurred from the fourth quarter of 2014 through the third quarter of 2015 for employee severance, extension of benefits, employment assistance programs and other costs associated with the restructuring.

ii.

Non-cash costs of $40 to $45 million associated with the write-down or write-off of tangible assets, including long-term assets and deferred taxes, primarily related to: (1) Water & Wastewater contracting activities in France, Switzerland, India, Hong Kong, Malaysia and Singapore; (2) consolidation of the Commercial and Structural business into the Company’s global Water and Wastewater business; and (3) reconfiguring Bayou’s Louisiana facility. In addition, the Company is currently in the process of reviewing certain intangible assets, including goodwill, for the reporting units affected by the restructuring plan, which could result in future impairment charges. Management currently believes the potential range of non-cash impairment charges could be $30 to $40 million out of total value of approximately $85 million of goodwill and other intangible assets related to these reporting units. This estimate is subject to change pending the outcome of a detailed review, which is expected to be completed during the fourth quarter of 2014.

Total annual cost savings as a result of these actions are anticipated to be approximately $8 to $11 million with anticipated savings realized in the fourth quarter of 2014.

The Company intends to treat charges related to the realignment and restructuring plan as special items impacting the comparability of results in its quarterly earnings releases. The amounts and timing of all estimates above are subject to change until finalized. The Company’s estimates for the charges discussed above, with the exception of the valuation allowance, exclude any potential income tax effects. The actual amounts and timing may vary materially based on various factors. See “Forward−Looking Statements” below.



Item 2.06.	Material Impairments .

The information provided in Item 2.05 of this Current Report on Form 8−K is incorporated by reference into this Item 2.06.



Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

Appointment of President and Chief Executive Officer. On October 6, 2014, the Company announced the appointment of Charles R. Gordon as its President and Chief Executive Officer effective immediately. Mr. Gordon, age 56, had been serving as the Company’s interim Chief Executive Officer since May 5, 2014. Mr Gordon remains a member of the Company’s Board of Directors and the Strategic Planning and Finance Committee of the Board of Directors.

Prior to serving as interim Chief Executive Officer of the Company, Mr. Gordon served as Chief Executive Officer of Natural Systems Utilities, LLC, a distributed water infrastructure company, from February 2014 to May 2014, and continues to be a member of its Board of Directors. Prior to Natural Systems Utilities, LLC, Mr. Gordon was President and Chief Operating Officer of Nuverra Environmental Solutions, Inc. (a holding company formerly known as Heckmann Corporation that buys and builds companies in the water sector) from November 2010 until his resignation in October 2013. Mr. Gordon was President and Chief Executive Officer of Siemens Water Technologies (a business unit of Siemens AG, a world leader in products, systems and services for water and wastewater treatment for industrial, institutional and municipal customers) from 2008 to 2010. Previously, Mr. Gordon served as Executive Vice President of the Siemens Water & Wastewater Systems Group from 2005 to 2008 and as Executive Vice President of the Siemens Water & Wastewater Services and Products Group from 2003 to 2005. His past experience also includes various management positions with US Filter Corporation and Arrowhead Industrial Water, prior to the acquisition of US Filter Corporation by the Siemens family of companies in 2004. Mr. Gordon also serves on the Board of Directors of The Regional Learning Center based in Cranberry Township, Pennsylvania. Mr. Gordon previously served as a director of the Siemens Foundation until his departure from Siemens Water Technologies in November 2010.

Executive Employment Agreement. As part of Mr. Gordon’s appointment as President and Chief Executive Officer, Mr. Gordon and the Company entered into a letter agreement, dated October 6, 2014 (the “Employment Letter”). The material terms of the Mr. Gordon’s compensation arrangements and the Employment Letter are summarized below:


i.	An annual base salary in the amount of $625,000.

ii.

An annual incentive bonus with a target of 100% of his annual base salary (where the actual award may be lesser or greater than the target amount, up to a maximum of two times the target amount), subject to the actual corporate financial performance of the Company as compared against the metrics set forth in the Company’s 2014 Annual Incentive Plan on the same terms as are applicable to other participants in the plan. Any annual incentive bonus earned by Mr. Gordon will be prorated to reflect the portion of fiscal 2014 that Mr. Gordon is either employed by the Company or engaged by the Company as an independent contractor.

iii.

Certain long-term incentive awards, including restricted stock and performance units, having an aggregate nominal value of approximately $1,500,000. The long-term incentive restricted stock will cliff vest on March 25, 2017, subject to the achievement of certain performance goals by the Company in fiscal 2015. The long-term incentive restricted stock is subject to a 2014 Restricted Stock Award Agreement (the “Restricted Stock Agreement”). The long-term incentive performance units are subject to the achievement by the Company of an earnings per share metric for 2015 and 2016, weighted at 75%, and a relative total stockholder return metric, weighted at 25%, for the period from the date of grant through December 31, 2016. The long-term incentive performance units are subject to a 2014 Performance Unit Award Agreement (the “Performance Unit Agreement”). The grant date of the long-term incentive awards was October 8, 2014.


iv.	A one-time cash inducement bonus of $100,000.

A one-time inducement award of restricted stock, with a nominal value of approximately $1,400,000. The one-time inducement award of restricted stock will cliff vest on October 8, 2019, subject to the achievement of certain performance goals by the Company in fiscal 2015. The long-term incentive restricted stock is subject to an Inducement Restricted Stock Award Agreement (the “Inducement Restricted Stock Agreement”). The grant date of the inducement restricted stock was October 8, 2014.


vi.	Mr. Gordon will be eligible to participate in the Company’s medical, disability and other benefit plans on the same terms as are generally applicable to all other Company employees, and will be provided life insurance in the amount of $1,000,000.


vii.	Mr. Gordon will be eligible to participate in the Company’s senior management voluntary deferred compensation plan and the Company’s supplemental disability insurance plan for executives.


viii.	The Employment Letter also provides for certain severance benefits. If Mr. Gordon is terminated by the Company

for reasons other than “Cause” (as defined in the Employment Letter), he shall receive a severance payment equal to 24 months of his current base salary and 24 months of the monthly cost of health, dental, vision, long-term disability and accident insurance that was provided by the Company at such time. Any severance payments made pursuant to the Employment Letter are conditioned upon certain representations, warranties, covenants and agreements made by Mr. Gordon, including, but not limited to, a release of all claims and covenants of confidentiality, non-solicitation and non-competition.


ix.	Mr. Gordon will be reimbursed for certain travel and relocation expenses.

The foregoing descriptions of the Employment Letter, the Restricted Stock Agreement, the Performance Unit Agreement and the Inducement Restricted Stock Agreement are qualified in their entirety by reference to the such agreements, copies of which are attached as Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated herein by reference.

Continuity Agreements. On October 6, 2014, Aegion entered into Executive Change in Control Severance Agreements (the “Continuity Agreements”) with each of Mr. Gordon, David A. Martin, Aegion’s Executive Vice President and Chief Financial Officer, and David F. Morris, Aegion’s Executive Vice President, Chief Administrative Officer and General Counsel. The Continuity Agreements include a “double trigger” such that benefits are only payable if there is a Change in Control (as defined in the Continuity Agreements) followed,within 24 months after the Change in Control, by a Qualifying Termination (as defined in the Continuity Agreements). The Continuity Agreement differs among Messrs. Gordon, Martin and Morris only to the extent that: (i) benefits are provided in the amount of 2.99 times base salary and bonus for Mr. Gordon and 1.99 times base salary and bonus for Messrs. Martin and Morris; and (ii) benefits are payable during the period beginning on the date of termination and ending 36 months after such date for Mr. Gordon and during the period beginning on the date of termination and ending 24 months after such date for Messrs. Martin and Morris.

The foregoing description of the Continuity Agreements is qualified in its entirety by reference to the Continuity Agreements, a form of which is attached as Exhibit 10.6, and is incorporated herein by reference.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. The Company makes forward-looking statements in this Current Report on Form 8-K that represent the Company’s beliefs or expectations about future events or financial performance. These forward-looking statements are based on information currently available to the Company and on management’s beliefs, assumptions, estimates and projections and are not guarantees of future events or results. When used in this report, the words “anticipate,” “estimate,” “believe,” “plan,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on February 28, 2014, and in our subsequent Quarterly Reports on Form 10-Q. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. In addition, the Company’s actual results may vary materially from those anticipated, estimated, suggested or projected. Except as required by law, the Company does not assume a duty to update forward-looking statements, whether as a result of new information, future events or otherwise. Investors should, however, review additional disclosures made by the Company from time to time in the Company’s filings with the Securities and Exchange Commission. Please use caution and do not place reliance on forward-looking statements. All forward-looking statements made by us in this report are qualified by these cautionary statements.



Item 7.01.	Regulation FD Disclosure .

On October 6, 2014, the Company issued a press release announcing a realignment and restructuring plan and the appointment of Mr. Gordon as the Company’s President and Chief Executive Officer. A copy of that press release is being furnished herewith as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.



Item 9.01.	Financial Statements and Exhibits .
	(d)	The following exhibits are filed as part of this report:



	Exhibit Number		Description
	10.1		Second Amendment to Credit Agreement, dated October 6, 2014, filed herewith.
	10.2		Letter agreement, dated October 6, 2014, between Aegion Corporation and Charles R. Gordon, filed herewith.
	10.3		Form of Restricted Stock Agreement, dated October 8, 2014, between Aegion Corporation and Charles R. Gordon, filed herewith.
	10.4		Form of Performance Unit Award Agreement, dated October 8, 2014, between Aegion Corporation and Charles R. Gordon, filed herewith.
	10.5		Form of Inducement Restricted Stock Award Agreement, dated October 8, 2014, between Aegion Corporation and Charles R. Gordon, filed herewith.
	10.6		Form of Executive Change in Control Severance Agreement, dated as of October 6, 2014, between Aegion Corporation and each of Charles R. Gordon, David A. Martin and David F. Morris, filed herewith.
	99.1		Press Release of Aegion Corporation, dated October 6, 2014, filed herewith.

* * *

SIGNATURES

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.



	AEGION CORPORATION


	By:	/s/ David F. Morris
		David F. Morris
		Executive Vice President, General Counsel and Chief Administrative Officer

Date: October 10, 2014

INDEX TO EXHIBITS

These exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.



Exhibit Number		Description
10.1		Second Amendment to Credit Agreement, dated October 6, 2014, filed herewith.
10.2		Letter agreement, dated October 6, 2014, between Aegion Corporation and Charles R. Gordon, filed herewith.
10.3		Form of Restricted Stock Agreement, dated October 8, 2014, between Aegion Corporation and Charles R. Gordon, filed herewith.
10.4		Form of Performance Unit Award Agreement, dated October 8, 2014, between Aegion Corporation and Charles R. Gordon, filed herewith.
10.5		Form of Inducement Restricted Stock Award Agreement, dated October 8, 2014, between Aegion Corporation and Charles R. Gordon, filed herewith.
10.6		Form of Executive Change in Control Severance Agreement, dated as of October 6, 2014, between Aegion Corporation and each of Charles R. Gordon, David A. Martin and David F. Morris, filed herewith.
99.1		Press Release of Aegion Corporation, dated October 6, 2014, filed herewith.

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of October 6, 2014 (this “ Amendment ”) is entered into among Aegion Corporation, a Delaware corporation (the “ Borrower ”), the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrower, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent entered into that certain Credit Agreement dated as of July 1, 2013 (as amended and modified from time to time, the “ Credit Agreement ”); and

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments . The Credit Agreement is hereby amended as follows:

(a) The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“ 2014 Strategic Restructuring Charges ” means (a) a pre-tax charge in an aggregate amount not to exceed $55,000,000 relating to office closures, employee terminations and write-down/reserve of receivables and other assets (including goodwill and deferred tax assets) primarily incurred by the Borrower and its Subsidiaries in connection with the exit by the Borrower and its Subsidiaries from certain international locations, (b) a pre-tax charge in an aggregate amount not to exceed $5,000,000 relating to office consolidation, employee downsizing and write-down/reserve of receivables and other assets incurred by the Borrower and its Subsidiaries in connection with the consolidation of the Insituform and Fyfe business units worldwide and (c) a pre-tax charge in an aggregate amount not to exceed $40,000,000 relating to fixed asset write-offs, intangible impairments and land lease consolidations incurred by the Borrower and its Subsidiaries in connection with the optimization of facility operations of The Bayou Companies, LLC located in New Iberia, Louisiana. Notwithstanding anything to the contrary contained herein, the cash portion of the 2014 Strategic Restructuring Charges shall not exceed $17,000,000.

“ Non-Recurring Operating Losses ” means the operating losses not associated with continuing operations incurred by the Borrower and its Subsidiaries in certain international markets in an aggregate amount not to exceed (a) $5,500,000 for the fiscal quarter ended September 30, 2014, (b) $4,300,000 for the fiscal quarter ending December 31, 2014, (c) $2,400,000 for the fiscal quarter ending March 31, 2015 and (d) $1,400,000 for the fiscal quarter ending June 30, 2015.

(b) The following definitions in Section 1.01 of the Credit Agreement are hereby amended to read as follows:

“ CDOR Rate ” means, the rate per annum, equal to the average of the annual yield rates applicable to Canadian Dollar banker’s acceptances at or about 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date as published on the applicable Bloomberg screen page (or such other page or commercially available source displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances as may be designed by the Administrative Agent from time to time) for a term

equivalent to such Interest Period (or if such Interest Period is not equal to a number of months, for a term equivalent to the number of months closest to such Interest Period).

“ Consolidated EBITDA ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis (inclusive of the acquired operations of Brinderson, on a Pro Forma Basis) and without duplication, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense for such period, (iv) non-cash stock based compensation expense for such period, (v) transaction costs (not including any costs that will be capitalized) in respect of the Brinderson Acquisition in an aggregate amount not to exceed (x) $7,000,000 for the Borrower and (y) $19,000,000 for Brinderson pursuant to the Brinderson Acquisition, (vi) to the extent incurred on or before June 30, 2014, any net loss from the discontinued operations of Bayou Welding Works in an aggregate amount not to exceed $6,500,000 for any four fiscal quarter period, (vii) other non-recurring expenses of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (viii) to the extent recorded on or before December 31, 2014, the 2014 Strategic Restructuring Charges and (ix) the Non-Recurring Operating Losses for such period and minus (b) the following to the extent included in calculating such Consolidated Net Income: all non-cash items increasing Consolidated Net Income for such period, all as determined in accordance with GAAP and without duplication of any other income statement items used in calculating Consolidated EBITDA on a Pro Forma Basis. Notwithstanding the foregoing, for purposes of calculating the Consolidated Leverage Ratio for purposes of determining the Applicable Rate, Non-Recurring Operating Losses shall not be added back to Consolidated EBITDA pursuant to clause (a)(ix) above.

“ Eurocurrency Rate ” means,

(a) for any Interest Period with respect to a Eurocurrency Rate Loan,

(i) in the case of a Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate or a successor thereto as approved by the Administrative Agent (“ LIBOR ”), as published on the applicable Bloomberg screen page (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(ii) in the case of Eurocurrency Rate Loan denominated in Canadian Dollars, the CDOR Rate per annum; and

(iii) in the case of a Eurocurrency Rate Loan denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid rate or a successor thereto approved by the Administrative Agent (“ BBSY ”) as published on the applicable Bloomberg screen page (or such other page or commercially available source providing BBSY (Bid) quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period (or if such Interest Period is not equal to a number of months, with a term equivalent to the number of months closest to such Interest Period);

(iv) in the case of any other Eurocurrency Rate Loan denominated in a Non-LIBOR Quoted Currency, the rate designated with respect to such Alternative

Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.09 ; and

(b) for any interest rate calculation with respect to a Base Rate Loan, the rate per annum equal to LIBOR, at approximately 11:00 a.m., London time two Business Days prior to the date of determination (provided that if such day is not a Business Day, the next preceding Business Day) for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day.

For all Non-LIBOR Quoted Currencies, the calculation of the applicable reference rate shall be determined in accordance with market practice. If the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

2. Conditions Precedent . This Amendment shall be effective as of the date hereof upon satisfaction of the conditions set forth below (the “ Second Amendment Effective Date ”):

(a) Amendment . Receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent.

(b) Amendment Fee . Receipt by the Administrative Agent and MLPFS of any fees required to be paid on or before the Second Amendment Effective Date, including, without limitation, receipt by MLPFS, for the account of each Lender executing this Amendment, a fee in an amount equal to 0.10% of the sum of such Lender’s (i) Revolving Commitment and (ii) outstanding Term Loan.

(c) Legal Fees . Payment by the Loan Parties of the reasonable out-of-pocket costs and expenses of the Administrative Agent, including without limitation, the reasonable fees and expenses of Moore & Van Allen, PLLC.

3. Miscellaneous .

(a) The Credit Agreement and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Amendment is a Loan Document.

(b) Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents.

(i) Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(ii) This Amendment has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment.

(d) The Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

(e) The Borrower hereby certifies to the Administrative Agent and the Lenders that the obligations of the Borrower set forth in the Credit Agreement, as modified by this Amendment, qualify as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). From and after the effective date of this Amendment, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related interest, penalties and expenses, including, without limitation, Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, obligations of the Borrower set forth in the Credit Agreement, as modified by this Amendment, as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). The Borrower’s obligations hereunder shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations.

(f) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(g) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed as of the date first above written.

BORROWER: AEGION CORPORATION,

a Delaware corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, GC, CAO, Secy

GUARANTORS: INSITUFORM TECHNOLOGIES USA, LLC,

a Delaware limited liability company

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

INA ACQUISITION CORP.,

a Delaware corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: President, CAO, Secy

ITI INTERNATIONAL SERVICES, INC.,

a Delaware corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: President, CAO, Secy

MISSISSIPPI TEXTILES CORPORATION,

a Mississippi corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

THE BAYOU COMPANIES, LLC,

a Delaware limited liability company

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

KINSEL INDUSTRIES, INC.,

a Texas corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

COMMERCIAL COATING SERVICES INTERNATIONAL, LLC,

a Texas limited liability company

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

INFRASTRUCTURE GROUP HOLDINGS, LLC,

a Delaware limited liability company

By: /s/ David F. Morris

Name: David F. Morris

Title: President, CAO, Secy

FIBRWRAP CONSTRUCTION SERVICES, INC.,

a Delaware corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: President, SVP, CAO, Secy

FIBRWRAP CONSTRUCTION SERVICES USA, INC.,

a Delaware corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: President, SVP, CAO, Secy

FYFE CO. LLC,

a Delaware limited liability company

By: /s/ David F. Morris

Name: David F. Morris

Title: President, CAO, Secy

SPECIALIZED FABRICS LLC,

a Washington limited liability company

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

UNITED PIPELINE SYSTEMS INTERNATIONAL, INC.,

a Delaware corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

UNITED PIPELINE MIDDLE EAST, INC.,

a Delaware corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

ENERGY & MINING HOLDING COMPANY, LLC,

a Delaware limited liability company

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

CRTS , INC.,

an Oklahoma corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

CORRPRO COMPANIES, INC.,

an Ohio corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

CORRPRO COMPANIES INTERNATIONAL, INC.,

a Nevada corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

OCEAN CITY RESEARCH CORP.,

a New Jersey corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

CORRPRO CANADA HOLDINGS, INC.,

a Delaware corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

CORRPRO HOLDINGS, LLC,

a Delaware limited liability company

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

INSITUFORM TECHNOLOGIES, LLC,

a Delaware limited liability company

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

UNITED PIPELINE SYSTEMS, INC.,

a Nevada corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

BRINDERSON, L.P.,

a California limited partnership

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

BRINDERSON CONSTRUCTORS INC.,

a California corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: President, CAO, Secy

GENERAL ENERGY SERVICES,

a California corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: SVP, CAO, Secy

BRINDERSON HOLDINGS, INC.,

a Delaware corporation

By: /s/ David F. Morris

Name: David F. Morris

Title: President, CAO, Secy

BRINDERSON SERVICES, LLC,

a Delaware limited liability company

By: /s/ David F. Morris

Name: David F. Morris

Title: President, CAO, Secy

INSITUFORM NETHERLANDS HOLDINGS, LLC,

a Delaware limited liability company

By: /s/ David F. Morris

Name: David F. Morris

Title: Director

AEGION REHABILITATION SERVICES LIMITED,

a company incorporated in England and Wales

By: /s/ David F. Morris

Name: David F. Morris

Title: Director

CORRPRO COMPANIES ENGINEERING LTD.,

a company incorporated in England and Wales

By: /s/ David F. Morris

Name: David F. Morris

Title: Director

ADMINISTRATIVE

AGENT: BANK OF AMERICA, N.A. ,

as Administrative Agent

By: /s/ Rosanne Parsill

Name: Rosanne Parsill

Title: Vice President

LENDERS: BANK OF AMERICA, N.A. ,

as a Lender, Swing Line Lender and L/C Issuer

By: /s/ Eric A. Escagne

Name: Eric A. Escagne

Title: Senior Vice President

JPMORGAN CHASE BANK, N.A.,

as a Lender and L/C Issuer

By: /s/ Donna B. Kirtian

Name: Donna B. Kirtian

Title: Authorized Officer

U.S. BANK NATIONAL ASSOCIATION,

as a Lender and L/C Issuer

By: /s/ Amanda A. Schmitt

Name: Amanda A. Schmitt

Title: Vice President

FIFTH THIRD BANK,

as a Lender

By: /s/ Kiley Hill

Name: Kiley Hill

Title: VP

REGIONS BANK,

as a Lender

By: /s/ John Holland

Name: John Holland

Title: Senior Vice President

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ David Bentzinger

Name: David Bentzinger

Title: Senior Vice President

COMPASS BANK,

as a Lender

By: /s/ Kevin Wisel

Name: Kevin Wisel

Title: Senior Vice President

HSBC BANK USA, N.A.,

as a Lender

By: /s/ Lewis Fisher

Name: Lewis Fisher

Title: Senior Vice President

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Suzannah Valdivia

Name: Suzannah Valdivia

Title: Vice President

BANK OF THE WEST,

as a Lender

By: /s/ Roger Lumley

Name: Roger Lumley

Title: Director

BRANCH BANKING AND TRUST COMPANY,

as a Lender

By: /s/ R. Andrew Beam

Name: R. Andrew Beam

Title: Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Stephen Bode

Name: Stephen Bode

Title: Senior Vice President

BMO Harris Bank, N.A.,

as a Lender

By: /s/ Brian Russ

Name: Brian Russ

Title: Vice President

COMERICA BANK,

as a Lender and L/C Issuer

By: /s/ Mark J. Leveille

Name: Mark J. Leveille

Title: Vice President

NATIONAL BANK OF KUWAIT SAK,

as a Lender

By: /s/ Wendy Wanninger

Name: Wendy Wanninger

Title: Executive Manager

By: /s/ Steve Allen

Name: Steve Allen

Title: Treasurer

STIFEL BANK & TRUST,

as a Lender

By: /s/ Benjamin L. Dodd

Name: Benjamin L. Dodd

Title: Senior Vice President

Exhibit F

[FORM OF]

COMPLIANCE CERTIFICATE

Financial Statement Date: __________, 20___

To: Bank of America, N.A., as Administrative Agent

Re:

Credit Agreement dated as of July 1, 2013 (as amended, modified, supplemented or extended from time to time, the “ Credit Agreement ”) among Aegion Corporation, a Delaware corporation (the “ Borrower ”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and a L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _______________ of the Borrower, and that, in his/her capacity as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[ Use following paragraph 1 for fiscal year‑end financial statements: ]

[Attached hereto as Schedule 1 are the][The] year‑end audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section [have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement] .

[ Use following paragraph 1 for fiscal quarter‑end financial statements: ]

[Attached hereto as Schedule 1 are the][The] unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date [have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement] . Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year‑end audit adjustments and the absence of footnotes.


2.	The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.


3.	A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[ select one: ]

[during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

[ or: ]

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

The representations and warranties of the Loan Parties contained in the Credit Agreement or any other Loan Document, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement, including the statements in connection with which this Compliance Certificate is delivered.


5.	Set forth on Schedule [1][2] hereto are true and accurate calculations demonstrating compliance with Section 8.11 of the Credit Agreement on and as of the date of this Compliance Certificate.


6.	The Consolidated Leverage Ratio for purposes of determining the Applicable Rate is ______: 1.0.

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of __________, 20___.

AEGION CORPORATION,

a Delaware corporation

By:

Name:

Title:

Schedule [1][2]

to Compliance Certificate

1. Consolidated Leverage Ratio

(a) Consolidated Funded Indebtedness $____________

(b) Consolidated EBITDA

(i) Consolidated Net Income $____________

(ii) Consolidated Interest Charges $____________

(iii) federal, state, local and foreign

income taxes $____________

(iv) depreciation and amortization expense $

(v) non-cash stock based compensation expense $____________

(vi) transaction costs (not including any costs

that will be capitalized) in respect of the

Brinderson Acquisition in an aggregate amount

not to exceed (A) $7,000,000 for the Borrower

and (B) 19,000,000 for Brinderson $____________

(vii) to the extent incurred on or before June 30, 2014,

any net loss from the discontinued operations

of Bayou Welding Works in an aggregate

amount not to exceed $6,500,000 for any four

fiscal quarter period $____________

(viii) other non-recurring expenses of the Borrower

and its Subsidiaries reducing Consolidated Net

Income which do not represent a cash item $____________


(ix)	to the extent recorded on or before December

31, 2014, the 2014 Strategic Restructuring

Charges $____________

(x) Non-Recurring Operating Losses $____________

(xi) all non-cash items increasing Consolidated

Net Income $____________

(xii) Consolidated EBITDA

[sum of (i) though (x) above minus (xi)] $____________ ¹

_______________________________

¹ For purposes of calculating the Consolidated Leverage Ratio to determine the Applicable Rate, Consolidated EBITDA is $_______________ (such amount excludes the add back to Consolidated EBITDA in clause (x) above).

[(a)/(b)(xii)] __________:1.0 ²

2. Consolidated Fixed Charge Coverage Ratio

(a) Consolidated Adjusted EBITDAR $____________

(i) Consolidated EBITDA $____________

[1(b)(xii) above]

(ii) rent and lease expense $____________

(iii) Consolidated Capital Expenditures $____________

(iv) Consolidated Taxes $____________

(v) Consolidated Adjusted EBITDAR

[(i) + (ii) - (iii) - (iv)] $____________

(b) Consolidated Fixed Charges

(i) Consolidated Interest Charges $____________

(ii) Consolidated Scheduled Funded

Debt Payments $____________

(iii) the amount of cash dividends and other

other distributions and purchases, redemptions

and acquisitions of Equity Interests made by

the Borrower ³ $____________

(iv) rent and lease expense $____________

(v) Consolidated Fixed Charges

[sum of (i) though (iv) above] $____________

[(a)(v)/(b)(v)] __________:1.0

_____________________________

² For purposes of determining the Applicable Rate, the Consolidated Leverage Ratio is _____:1.0 (such Consolidated Leverage Ratio to be calculated using Consolidated EBITDA set forth in footnote 4).

³ Other than the 2012 Special Share Repurchase and the 2013 Special Share Repurchase

Exhibit 10.2

[Aegion Corporation Letterhead]

October 6, 2014

Charles R. Gordon

104 Audubon Road

Sewickley, PA 15143

Dear Chuck:

We are pleased to offer you the position of President and Chief Executive Officer of Aegion Corporation (“ Aegion ” or the “ Company ”). The principal terms and conditions of the offer are as follows:

1. Base Salary . You will be compensated on a salaried basis for your services as President and Chief Executive Officer at an annual rate of $625,000. Your base salary will be reviewed on an annual basis by the Compensation Committee of the Board of Directors of Aegion.

2. Annual Incentive Bonus . During 2014, you will be eligible to earn an annual incentive bonus in an amount calculated as a percentage of your base salary determined by reference to: (i) a range of percentages identified by the Compensation Committee based upon a center point objective of 100% (intended to provide an opportunity of up to two times such center point) and (ii) actual corporate financial performance of Aegion as compared against the metrics set forth in Aegion’s 2014 Annual Incentive Plan (the “ 2014 AIP ”) on the same terms as are applicable to participants in the 2014 AIP. The Compensation Committee will review the amount of and criteria for your annual incentive bonus annually. Your 2014 award will be pro-rated to reflect that portion of 2014 that you are either employed with us or engaged by us as an independent contractor (i.e., from May 5, 2014 through December 31, 2014). You must be employed on the date the incentive bonus is paid to be eligible to receive any such payment, and in case of a termination of employment there is no pro-ration of the incentive for that year. An annual incentive that is earned will be paid out no later than March 15, 2015. All bonus determinations and payments will be made in a manner that complies with “qualified performance-based compensation” requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and, in determining the amount of your bonus, the Compensation Committee shall have the right to exercise “negative discretion” and reduce the amount of the bonus for any year in the manner contemplated by Section 162(m) of the Code.

3. Long-Term Incentive Compensation . You are eligible to participate in the Aegion Corporation 2013 Employee Equity Incentive Plan (the “ LTIP ”). The Compensation Committee on an annual basis determines LTIP awards for officers, and you will be eligible for a new award each year. Your 2014 award will have a nominal value of approximately $1.5 million, and be comprised of performance units (50% or $750,000) and restricted stock (50% or $750,000):

(a) Performance units (number of performance units to be awarded shall equal $750,000 divided by the greater of (1) closing market price of the Common Stock on October 8, 2014 (the “ Award Date ”) and (2) the average of the closing market price of the Common Stock for the 60 consecutive trading days commencing on October 8, 2014 (the greater of (1) and (2) is hereafter the “ Award Price ”)). The performance units will be subject to the terms of a performance unit agreement, with customary terms and conditions and additional performance criteria and other terms that the Compensation Committee determines to be necessary or advisable to permit the award to constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Code, including the right to exercise negative discretion with respect to the amount of the award. The performance units will be awarded by the Compensation Committee, with such award to occur on the Award Date.

(b) Restricted stock (number of shares to be awarded shall equal $750,000 divided by the Award Price). The restricted stock awarded pursuant to this Section 3 (the “ Annual Restricted Stock ”) will be subject to the terms of a restricted stock agreement, with customary terms and conditions and additional performance criteria and other terms that the Compensation Committee determines to be necessary or advisable to permit the award to constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Code, including the right to exercise negative discretion with respect to the amount of the award. The Restricted Stock will be awarded by the Compensation Committee, with such award to occur on the Award Date.

4. One Time Inducement Award . In connection with your commencement of employment you will be: (a) paid a cash inducement bonus of $100,000, to be paid concurrent with your hiring; and (b) awarded shares of restricted stock (the “ Inducement Restricted Stock ”) with a nominal value of approximately $1.4 million (number of shares to be awarded shall equal $1.4 million divided by the Award Price). Vesting of the Inducement Restricted Stock will be subject to the following: (y) achievement by the Company of positive aggregate Net Income (as defined in the 2014 AIP) for the year ending December 31, 2015; and (z) your continued employment with the Company through the fifth anniversary of the date of the award. In addition to the above terms, the Inducement Restricted Stock will be subject to the terms of a restricted stock agreement, with customary terms and conditions and additional performance criteria and other terms that the Compensation Committee determines to be necessary or advisable to permit the award to constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Code, including the right to exercise negative discretion with respect to the amount of the award. The Inducement Restricted Stock will be awarded by the Compensation Committee, with such award to occur on the Award Date.

5. Deferred Compensation . You are eligible to participate in the Company’s Senior Management Voluntary Deferred Compensation Plan upon, and subject to, the terms and conditions of that plan.

6. Additional Benefits .

(a) You are eligible to participate in the Company’s health, dental, vision, life, long-term disability and accident insurance plans on the same terms as are applicable to other participants generally (provided that the amount of life insurance shall be $1.0 million and you shall be eligible to participate in the Company’s supplemental disability insurance plan for executives), and any future plans and programs implemented by Aegion for its employees generally or by the Compensation Committee for you or executives specifically, and in the Aegion 401(k) Profit Sharing Plan and any future plans or programs supplemental to the Aegion 401(k) Profit Sharing Plan. Details about specific benefits will be provided to you in benefit plan documents. All such plans and benefits are subject to cancellation and change from time to time in the Company’s discretion.

(b) You will receive holidays in accordance with Aegion’s policy. During 2014, you will receive four weeks of vacation, pro-rated to reflect the portion of 2014 that you are employed by us. For 2015 and beyond, you will receive four weeks of vacation.


(i)	the documented cost of travel (one time per week) between your current residence in Pennsylvania and Chesterfield, Missouri;


(ii)	documented temporary lodging expenses while in Chesterfield, Missouri;


(iii)	the documented cost of renting, in St. Louis, Missouri, a non-luxury vehicle commensurate with your status; and


(iv)	the documented cost of meals.

7. Relocation . You agree that you will establish a residence in the St. Louis, Missouri metropolitan area on or before March 31, 2015 and, further, that you will establish your permanent residence in the St. Louis, Missouri metropolitan area on or before June 30, 2016. In connection with establishing a permanent residence in the St. Louis, Missouri metropolitan area, you will be provided relocation assistance as provided for in Aegion’s relocation policy. Your relocation, including the sale of your home, must be handled through Aegion’s relocation coordinator. For the avoidance of doubt, after the four-month period set forth in in Section 6(c), you will bear any temporary housing expense in St. Louis, travel costs between your current residence and St. Louis (until such time as you establish your permanent residence in the St. Louis metropolitan area) and the cost associated with meals and transportation (e.g., a rental car) in St. Louis.

8. Severance . As President and Chief Executive Officer, you will report to the Board of Directors of the Company. Your employment is for no definite term and you will serve at the pleasure of Aegion’s Board of Directors; however, if your employment is terminated by Aegion for reasons other than “Cause” during your employment, you will receive, upon the terms described below, a severance payment equal to twenty-four (24) months’ of your then current base salary and twenty-four (24) months of the monthly cost the Company then was paying for health, dental, vision, life, long-term disability and accident insurance coverage for you. This amount will (subject to the provisions described below) be paid out in forty-eight (48) equal semi-monthly installments commencing on the Company’s first semi-monthly payday following your termination date; provided , however , that no payment will be paid to you prior to the first semi-monthly payday following the 60th day after your termination date (the “ First Severance Payment Date ” ) and on the First Severance Payment Date, you will receive a catch-up payment equal to the sum of the payments that have accrued from your termination date to the First Severance Payment Date. In all instances, any such payment is conditioned upon (i) your entering into an enforceable separation agreement in form and substance satisfactory to the Company containing a release of all claims you may have against the Company, its subsidiaries and any of their respective directors, employees and agents, cooperation, non-disparagement and confidentiality clauses, and such other terms as are customarily requested by employers in executive separation agreements, and (ii) your resignation of all employment and offices and positions, including all directorships, you hold with the Company and any of its subsidiaries and affiliates within thirty (30) days after your employment terminates. A form of separation agreement will be delivered to you within thirty (30) days after your employment terminates (and if this does not occur then the provision will be deemed waived), and you must sign and deliver the agreement within twenty-two (22) days after it is delivered. In order to avoid any tax consequences of Section 409A of the Code, payment of any installments may be deferred until the releases and the separation agreement are enforceable and until the first day following the six (6) month anniversary of the date you have a separation from service within the meaning of Section 409A (in which case any deferred installments will be paid the first payday after the six (6) month and one (1) day period expires). Any termination of employment will also constitute an automatic resignation from all offices and directorships you may hold with the Company or any of its subsidiaries or affiliates.

References to “termination of employment” (and corollary terms) means “separation from service” (as determined under Treas. Reg. Section 1.409A-l(h)). For purposes of Section 409A, your right to receive installment payments will be treated as a right to receive a series of separate and distinct payments. Whenever there is a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. You are not obligated to seek other employment or otherwise mitigate the amounts payable to you per this Section 8 and such amounts are not subject to offset unless required by law. In the event of your death prior to full payment of such amounts, any remaining payment will be made to your surviving spouse or, if none, to your estate.

In the event that the Compensation Committee of the Board of Directors approves a severance plan for your position that provides greater benefits than those listed in this section, that plan in its entirety shall supersede this provision.

9. Definition of “Cause” .

For purposes of this letter, “ Cause ” shall be defined as:


(i)	breaching any employment, confidentiality, noncompete, nonsolicitation or other agreement with the Company, any written Company policy relating to compliance with laws (during employment) or any general undertaking or legal obligation to the Company;


(ii)	causing, inducing, requesting or advising, or attempting to cause, induce, request or advise, any employee, representative, consultant or other similar person to terminate his/her relationship, or breach any agreement, with the Company;


(iii)	causing, inducing, requesting or advising, or attempting to cause, induce, request or advise, any customer, supplier or other Company business contact to withdraw, curtail or cancel its business with the Company; or

(iv)

failing or refusing to perform any stated duty or assignment, misconduct, disloyalty, violating any Company policy or work rule, engaging in criminal conduct in connection with your employment, being indicted or charged with any crime constituting a felony or involving dishonesty or moral turpitude, violating any term in this Agreement, unsatisfactory job performance, or any other reason constituting cause within the meaning of Missouri common law.

The cessation of employment shall not be deemed to be for “Cause” unless and until there shall have been delivered to you an affirmation signed by a majority of the independent members of the Board of Directors finding that, in the good faith opinion of such individuals, your conduct has met one or more of the above-described criteria constituting “Cause”.

10. Confidentiality and Non-Competition; Code of Conduct; Drug Testing . Prior to commencing and as a condition to employment you must sign Aegion’s standard employee confidentiality, work product and non-competition agreement, Aegion’s business code of conduct, Aegion’s Code of Ethics (for CEO, CFO and senior financial employees), Aegion’s recoupment policy, Aegion’s Employee Policy Acknowledgement, Aegion’s Acknowledgement of Insider Trading Policy and Aegion’s Acknowledgement of ITS Corporate Policies. These policies and agreements are not superseded or cancelled by this letter, and you agree to comply with all such agreements and policies. You also must successfully pass Aegion’s standard drug screen.

11. Duties . You will perform your duties and such executive and administrative duties as

may be assigned to you from time to time by the Board of Directors or the Chairman of the Board in accordance with applicable law and all written policies and Codes of Conduct of the Company, and will devote your entire business time and attention to the performance of your duties (excluding any passive investments). You will carry out and comply with all lawful directives of the Board of Directors or the Chairman of the Board and all Company Codes of Conduct and written policies established from time to time.

12. Miscellaneous Provisions .

(a) The Company may withhold from any payments and benefits described in this letter such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. In no event shall the Company be required to make, or you be required to receive, any payment called for by this letter at a particular time if such payment at that time shall result in the application of the tax consequences spelled out in Section 409A of the Code. In that case, payment will be made at such time as will not result in the imposition of any adverse tax consequences spelled out in Section 409A of the Code. To the extent that reimbursements or in-kind benefits due to you under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to you in a manner consistent with Treasury Regulations Section 1.409A 3(i)(1)(iv), including the requirement that any reimbursement amounts shall be paid to you on or before the last day of the year following the year in which the expense was incurred. The amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during any one year may not effect amounts reimbursable or

provided in any subsequent year. Notwithstanding the foregoing, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Agreement (including any taxes and penalties under Section 409A), and the Company shall have any obligation to indemnify or otherwise hold you (or any beneficiary) harmless from any or all of such taxes or penalties. Each payment (including, without limitation, any severance payment) under this Agreement that constitutes deferred compensation for purposes of Section 409A shall be treated as a separate payment from all other payments of deferred compensation for purposes of Section 409A compliance.

(b) Except as set forth herein, this letter (and the terms of the plans, documents and standard agreements referred to herein) contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all prior oral or written communications, commitments and agreements with respect thereto, including, for the avoidance of doubt and without limitation, Section 4(a)(2) of that certain Independent Contractor Agreement, dated May 4, 2014, between you and the Company, which Section 4(a)(2) relates to the payment of a bonus for calendar year 2014 for the time you are engaged and serving as Acting Chief Executive Officer (as defined in such Independent Contractor Agreement). It is deemed to be entered into and accepted in the State of Missouri and will be governed by the laws of the State of Missouri applicable to contracts fully executed and performed in such state. The terms of this letter (but not the standard agreements referred to herein) will expire when the severance provisions expire.

(c) Your appointment as President and Chief Executive Officer will not be effective until your first day of active employment with Aegion at its executive offices in Chesterfield, Missouri, which must occur on or before October 10, 2014. This offer will expire if it is not accepted and returned to me by October 10, 2014.

(d) The Company and you agree that in the event either party shall incur any costs to enforce the terms of this letter, including reasonable attorneys’ fees, then the prevailing party in such action shall be entitled to recover all such costs, including reasonable attorneys’ fees, from the other party.

(e) This letter does not constitute an employment agreement. You shall be an at-will employee of the Company and your employment may be terminated by the Company at any time and for any reason.

If the above terms accurately reflect your understanding and agreement, please sign this letter where indicated below and return it to me acknowledging your acceptance.

Very truly yours,

AEGION CORPORATION

By: /s/ Alfred L. Woods

Alfred L. Woods

Chairman of the Board of Directors

ACCEPTED AND AGREED

TO AS OF THE DATE OF

THIS LETTER:

/s/ Charles R. Gordon

Charles R. Gordon

Date 10/06/2014

Exhibit 10.3

[Aegion Corporation Letterhead]

Date of Award: October 8, 2014

Employee: Charles R. Gordon

Account Number: __________________

No. of Shares: _____________________

2014 Restricted Stock Agreement for Charles R. Gordon

This Agreement will certify that the employee named above (“you”) is awarded the number of restricted shares of Class A common stock, par value $0.01 per share (“Common Stock”), of Aegion Corporation (the “Company”), designated above pursuant to the 2013 Employee Equity Incentive Plan (the “Plan”) and the Aegion Corporation 2011 Executive Performance Plan (the “EPP”), subject to the terms, conditions and restrictions in the Plan, the EPP and those set forth below. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan or the EPP, as applicable. Your signature below constitutes your acceptance of this award, your agreement to abide by the Company’s Code of Conduct and your acknowledgement of your agreement to all the terms, conditions and restrictions contained in this Agreement, including that this Agreement is accepted and entered into in the State of Missouri. You must return an executed copy of this Agreement to the Vice President of Human Resources, or such person’s designee, in Chesterfield, Missouri on or before October 15, 2014, where it will be accepted, or this Agreement shall be void. In addition, except where prohibited by law, as a condition to the award of Restricted Stock (as defined in Section 1 below) hereunder, you shall be required to sign any confidentiality, non-solicitation and/or non-competition agreement, including, without limitation, the 2014 Confidentiality, Work Product and Non-Competition Agreement, and/or acknowledgement of the Company’s right to recoup any incentive compensation from you as may be required by the Company.

Accepted by Employee: AEGION CORPORATION

By:

Charles R. Gordon Juanita H. Hinshaw, Chair of Compensation Committee

Terms, Conditions and Restrictions

1. Award of Restricted Stock. Subject to the terms and conditions contained in this Agreement, the Plan and the EPP, the Company hereby awards to you the number of shares of restricted Common Stock designated above (the “Restricted Stock”). The time between the Date of Award and the lapse of all forfeiture restrictions (including the Performance Restrictions and the Service Restrictions, defined below) is referred to in this Agreement as the “Restricted Period.”

2 . Performance Restrictions. In addition to the “Service Restrictions” (as defined below), you shall return to the Company, for no consideration from the Company, all of the shares of Restricted Stock awarded under this Agreement, within 30 days following notification to you by the Compensation Committee that the “Performance Goal” (as defined in this Section 2) established under the EPP as a condition to the award of the Restricted Stock is not satisfied in full in accordance with the terms and conditions of the EPP (the “Performance Restrictions”). The Performance Restrictions shall lapse upon certification by the Compensation Committee that the Performance Goal is satisfied in full. The “Performance Goal” for this Agreement and the award of Restricted Stock hereunder shall be the Company achieving the Net Income (as defined below) target set forth on Appendix A for the year ending December 31, 2015. The Performance Goal shall be deemed to be satisfied in the event a “Change in Control” (as defined in Section 4 hereof) shall occur prior to certification by the Compensation Committee of the financial results for the year ending December 31, 2015.

For purposes of this Agreement, “Net Income” shall be defined as “net income before extraordinary items” of the Company, which shall mean the consolidated net income of the Company during the fiscal year, as determined by the Compensation Committee in conformity with accounting principles generally accepted in the United States of America and contained in financial statements that are subject to an audit report of the Company's independent public accounting firm, but excluding: (a) operating results of and/or losses associated with the write-down of assets of a subsidiary, business unit or division that has been designated by the Board of Directors as a discontinued business operation or to be liquidated; (b) gains or losses on the sale of any subsidiary, business unit or division, or the assets or business thereof; (c) gains or losses from the disposition of material capital assets (other than in a transaction described in clause (b)) or the refinancing of indebtedness, including, among other things, any make-whole payments and prepayment fees; (d) losses associated with the write-down of goodwill or other intangible assets of the Company due to the determination under applicable accounting standards that the assets have been impaired; (e) gains or losses from material property casualty occurrences or condemnation awards taking into account the

proceeds paid by insurance companies and other third parties in connection with the casualty or condemnation; (f) any other material income or loss item the realization of which is not directly attributable to the actions of current senior management of the Company; (g) any income statement effect resulting from a change in generally accepted accounting principles, except to the extent the effect of such a change is already reflected in the target Net Income amount; (h) restructuring charges and acquisition related transaction costs; and (i) the income taxes (benefits) of any of the above-designated gains or losses. In addition, Net Income shall exclude the operating results of any entity or business acquired during 2015, except to the extent such entity or business was included in the Company’s 2015 business plan.

The Compensation Committee shall have final authority with respect to the determination of “Net Income” and, in exercising such authority, may consult with the Company’s independent auditor and/or Audit Committee as it deems necessary and advisable.

3. Service Restrictions. Except as otherwise provided in this Agreement, you shall return to the Company within 30 days following your termination of employment with the Company and its subsidiaries for any reason, for no consideration from the Company, all of the shares of Restricted Stock awarded under this Agreement as to which the restrictions provided in Section 4 shall not have lapsed as of your termination of employment (the “Service Restrictions”).

4. Lapse of Service Restrictions . The Service Restrictions on your Restricted Stock (or a “Substitute Equivalent Award” (as defined in this Section 4 below) in the case of subsection (f) below) shall lapse (i.e., the designated number of shares of Restricted Stock shall vest) upon the first to occur of any of the following events:


(a)	March 25, 2017;

(b) your death;

(d) the termination of your employment as a result of your retirement (retirement means your voluntary termination of your employment with the Company and its subsidiaries following (i) your attainment of the age of 55 with at least 10 years of full-time service to the Company and/or its subsidiaries, (ii) your attainment of the age of 60 with at least five years of full-time service to the Company and/or its subsidiaries, or (iii) your attainment of the age of 65 (with no minimum full-time service requirements with the Company and/or its subsidiaries), provided, however, that the Service Restrictions shall lapse on a number of shares of Restricted Stock awarded to you pursuant to this Agreement, determined by (a) dividing (i) the number of whole calendar months (e.g., July 1 through July 31) of your employment with the Company or one of its subsidiaries during the period beginning on the Date of Award and ending on the date of termination of your employment by (ii) 30; and (b) multiplying the percentage determined under subsection (a) immediately above by the number of shares of Restricted Stock awarded to you pursuant to this Agreement;

(e) upon the involuntary termination of your employment without “Cause” (as defined in this Section 4 below) at least 18 months after the Date of Award but prior to a Change in Control. The Service Restrictions shall lapse on a number of shares of Restricted Stock awarded to you pursuant to this Agreement, determined by (a) dividing (i) the number of whole calendar months (e.g., July 1 through July 31) of your employment with the Company or one of its subsidiaries during the period beginning on the Date of Award and ending on the date of termination of your employment by (ii) 30; and (b) multiplying the percentage determined under subsection (a) immediately above by the number of shares of Restricted Stock awarded to you pursuant to this Agreement;

(f) upon a termination of your employment by the Company or its subsidiaries (or the Successor (as defined in this subsection below) or its subsidiaries, as the case may be) without “Cause” (as defined in this Section 4 below) or a termination of your employment by you for “Good Reason” (as defined in this Section 4 below), each after a Change in Control in which the successor organization (the “Successor”) substituted the Restricted Stock awarded pursuant to this Agreement with a Substitute Equivalent Award; or

(g) immediately prior to a Change in Control if the Restricted Stock awarded pursuant to this Agreement is not substituted with a Substitute Equivalent Award by the Successor.

For purposes of this Agreement, termination of your employment shall occur only when you are no longer an employee of the Company, the Successor and/or any of their subsidiaries and are no longer a director of the Company, the Successor and/or any of their subsidiaries.

For purposes of this Agreement,

“Cause” shall mean:


(i)	breaching any employment, confidentiality, noncompete, nonsolicitation or other agreement with the Company, any written Company policy relating to compliance with laws (during employment) or any general undertaking or legal obligation to the Company;


(ii)	causing, inducing, requesting or advising, or attempting to cause, induce, request or advise, any employee, representative, consultant or other similar person to terminate his/her relationship, or breach any agreement, with the Company;


(iii)	causing, inducing, requesting or advising, or attempting to cause, induce, request or advise, any customer, supplier or other Company business contact to withdraw, curtail or cancel its business with the Company; or

(iv)

“Change in Control” shall mean:


(i)	the acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; and/or


(ii)	the acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company, that together with stock of the Company acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group, constitutes 30% or more of the total voting power of the stock of the Company; and/or


(iii)	a majority of the members of the Company’s board of directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election;and/or

(iv)

one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.

Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

“Disability” shall mean that you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

“Good Reason” shall mean, without your express written consent, the occurrence after a Change in Control of any one or more of the following:


(i)	a material reduction or alteration in the nature or status of your authorities, duties, or responsibilities from those in effect as of 90 calendar days prior to the Change in Control, other than an insubstantial and inadvertent act that is remedied by the Company or the Successor promptly after receipt of notice thereof given by you;


(ii)	the Company’s or the Successor’s requiring you to be based at a location in excess of 50 miles from the location of your principal job location or office in effect as of 90 calendar days prior to the Change in Control , except for required travel on the Company’s or the Successor’s business to an extent substantially consistent with your then present business travel obligations;


(iii)	a material reduction by the Company or the Successor of your base salary in effect as of 90 calendar days prior to the Change in Control; or

(iv)

the failure of the Company or the Successor to continue in effect any of the Company’s short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements in which you participate taken as a whole unless such failure to continue the plan, policy, practice, or arrangement pertains to all plan participants generally; or the failure by the Company or the Successor to continue your participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed 90 calendar days prior to the Change in Control.

“Substitute Equivalent Award” shall mean an award that the Successor may substitute for the Restricted Stock awarded pursuant to this Agreement that:


(i)	has a value at least equal to the value of the Restricted Stock awarded pursuant to this Agreement as determined by the Compensation Committee in its sole discretion;


(ii)	relates to a publicly-traded equity security of the Successor involved in the Change in Control or another entity that is affiliated with the Company or the Successor following the Change in Control;


(iii)	is the same type of award as the Restricted Stock; and


(iv)	has other terms and conditions that are not less favorable to you than the terms and conditions of the Restricted Stock awarded pursuant to this Agreement, as determined by the Compensation Committee in its sole discretion.

5. Limitation on Transfer . Prior to the end of the Restricted Period on shares of Restricted Stock, such shares shall not be transferable under any circumstances and no transfer of your rights with respect to such shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest in you or any other party any interest or right in or with respect to such shares, but immediately upon any attempt to transfer such shares, such shares, and all of the rights related thereto, shall be forfeited and the transfer shall be of no force or effect.

6. Shareholder Rights . Except for the restrictions and limitation on transfer described in this Agreement, you shall have during the Restricted Period with respect to your shares of Restricted Stock all of the rights of a stockholder of the Company, including the right to vote the Restricted Stock and the right to receive any cash dividends. Stock dividends issued with respect to Restricted Stock shall be treated as additional shares under this Agreement and shall be subject to the same restrictions and other terms and conditions that apply to the Restricted Stock with respect to which such dividends are issued.

7. Issuance of Certificate . As soon as practicable following the lapse of all forfeiture restrictions with respect to any shares of Restricted Stock, such shares shall be transferred to you in the name of a nominee in an account for you or, at your request, in the form of a certificate. Except for dividends, if any, payable to stockholders generally, you have no right to receive any payment in cash from the Company with respect to the Restricted Stock, either before or after such shares vest.

The Company may register shares of Restricted Stock with respect to which the Restricted Period shall not have lapsed in the name of a nominee or hold such shares in any custodial arrangement.

8. Legend . Any certificate representing the shares of Restricted Stock subject to this Agreement shall bear a legend referring to this Agreement and the fact that such shares are nontransferable and are subject to the restrictions hereunder until such restrictions have lapsed and the legend has been removed. Such legend shall read as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RESTRICTION ON TRANSFER AND THE RISK OF FORFEITURE TO THE COMPANY AS PROVIDED IN A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED OWNER OF THESE SECURITIES, A COPY OF WHICH IS ON FILE WITH THE ISSUER.

Shares of Restricted Stock awarded hereunder shall not be transferable by you until after an unlegended certificate has been issued to you as provided in this Section 8 with respect to such shares.

9. Taxes. The Compensation Committee (as defined in the Plan) may withhold delivery of certificates for shares of Restricted Stock until you make satisfactory arrangements to pay any withholding, transfer or other taxes due with respect to the transfer or vesting of such shares. You are responsible for the payment of all taxes applicable to any income realized upon the vesting of the shares of Restricted Stock on the date of vesting. Unless you provide written notice to the Company at least ten days prior to the vesting of your Restricted Stock that you will pay cash to settle your tax obligation, or unless otherwise determined by the Company in its sole discretion, settlement of your tax obligation shall be made by the Company by withholding and cancelling shares of Common Stock that would be otherwise issuable upon vesting of the Restricted Stock, with the fair market value of such Common Stock for such purposes equal to the closing price per share of Common Stock as generally reported on the Nasdaq Stock Market (or such other exchange or market where the Common Stock is trading) on the date of vesting of the Restricted Stock. If you elect to settle your tax obligation by paying cash and you do not make timely payment of your tax withholding obligation by cash or check on the date of vesting of this Restricted Stock, the Company may, in its sole discretion, satisfy your tax withholding obligation by withholding and cancelling shares of Common Stock that would be otherwise issuable upon vesting of the Restricted Stock in the manner set forth in this Section 9.

The Company also shall withhold from dividends any amount required to be withheld by any governmental entity.

10. Adjustments. Subject to Section 3 above, if there is any change in the Common Stock by reason of stock dividends, split-ups, mergers, consolidations, reorganizations, combinations or exchanges of shares or the like, the number of shares of Restricted Stock previously awarded to you pursuant to this Agreement shall be adjusted appropriately so that the number of shares of Restricted Stock held by you pursuant to this Agreement after such an event shall equal the number of shares of Common Stock a stockholder would own after such an event if the stockholder, at the time such an event occurred, had owned shares of Common Stock equal to the number of shares of Restricted Stock awarded to you pursuant to this Agreement before such an event.

11. Interpretations Binding. The interpretations and determinations of the Compensation Committee are binding and conclusive. This Agreement is entered into in Missouri and its terms shall be governed by and interpreted in accordance with the laws of the State of Missouri without regard to conflicts of law principles.

12. No Right to Continue as an Employee; No Right to Further Awards. This Agreement does not give you any right to continue as an employee of the Company or any of its subsidiaries for any period of time or at any rate of compensation, nor does it interfere with the Company’s or its subsidiaries’ right to determine the terms of your employment. An award of Restricted Stock is within the discretion of the Compensation Committee, and does not entitle you to any further awards of Restricted Stock.

13. Jurisdiction. Any suit or other legal action to enforce the terms of this Agreement or any document or agreement referenced herein must be brought in the St. Louis County, Missouri Circuit Court or (if federal jurisdiction exists) the U.S. District Court for the Eastern District of Missouri. You agree that venue and personal jurisdiction are proper in either such court, and waive all objections to jurisdiction and venue and any defense or claim that either such forum is not the most convenient forum.

14. Forfeiture of Restricted Stock; Recoupment. You understand and agree that your right to receive and retain the Restricted Stock granted herein (and the benefits thereof) is conditioned on your compliance with the terms of this Agreement and any agreement referenced herein. In the event you violate this Agreement or any other agreement referenced herein, then in addition to and not in lieu of any other rights and remedies available to the Company for such breach, all of which are expressly reserved, the Company may (i) declare a forfeiture of, and cancel, all shares of Restricted Stock; and (ii) recover from you any and all shares of common stock for which all restrictions have lapsed pursuant to this Agreement, or an amount equal to the value of the same, with such value being the fair market value of the common stock at the close of business on the date all applicable restrictions on the Restricted Stock lapsed.

Exhibit 10.4

[Aegion Corporation Letterhead]

Date of Grant: October 8, 2014

Employee: Charles R. Gordon

Account Number: _____________________

Threshold/Target/Maximum No. of Performance Units:

______________________

Performance Unit Agreement for Charles R. Gordon

This Agreement will certify that the employee named above (“you”) is awarded the number of performance units shown above (“Performance Units”), effective as of the date of grant set forth above (“Date of Grant”). Each Performance Unit represents the obligation of Aegion Corporation (the “Company”) to transfer one share of Class A common stock, par value $0.01 per share (“Common Stock”) to you at the time provided in this Agreement. This award (the “Award”) is granted to you pursuant to the 2013 Employee Equity Incentive Plan (the “Plan”) and the Aegion Corporation 2011 Executive Performance Plan (the “EPP”), subject to the terms, conditions and restrictions in the Plan, the EPP and those set forth below. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan or the EPP, as applicable. Your signature below constitutes your acceptance of this Award, your agreement to abide by the Company’s Code of Conduct and your acknowledgment of your agreement to all the terms, conditions and restrictions contained in this Agreement including that this Agreement is accepted and entered into in the State of Missouri. You must return an executed copy of this Agreement to the Vice President of Human Resources, or such person’s designee, in Chesterfield, Missouri by October 15, 2014, where it will be accepted, or this Agreement shall be void. In addition, except where prohibited by law, as a condition to the Award hereunder, you shall be required to sign any confidentiality, non-solicitation and/or non-competition agreement, including, without limitation, the 2014 Confidentiality, Work Product and Non-Competition Agreement, and/or acknowledgement of the Company’s right to recoup any incentive compensation from you as may be required by the Company.

Accepted by Employee AEGION CORPORATION

Charles R. Gordon Juanita H. Hinshaw, Chair Compensation

Committee

Terms, Conditions and Restrictions

1. Grant of Performance Units. Subject to the terms and conditions contained in this Agreement, the Plan and the EPP, the Company hereby grants to you the number of Performance Units designated above. The time between the Date of Grant and the vesting of the Performance Units shall be referred to as the “Vesting Period.”

2. Performance Goals. The vesting of Performance Units is conditioned upon the achievement by the Company of certain cumulative two-year performance goals (“Performance Goals”), as established by the Compensation Committee of the Board of Directors and the vesting of such Performance Units may not occur, in whole or in part, if such Performance Goals are not achieved.

The cumulative Performance Goals for the performance period covered by this Award are set forth in Appendix A to this Agreement.

3. Vesting of Performance Units upon Achievement of Performance Goals. Performance Units vest only upon the achievement of the cumulative Performance Goals for the performance period as set forth in Appendix A .

The vesting of Performance Units is weighted so that 75% of the maximum Performance Units subject to this Award will vest through the achievement of the cumulative earnings per share (“EPS”) Performance Goal (the “EPS Goal”) for a two-year performance period (i.e., January 1, 2015 through December 31, 2016) (the “EPS Performance Period”) and 25% of the maximum Performance Units subject to this Award will vest through achievement of the cumulative total shareholder return (“TSR”) Performance Goal (the “TSR Goal”) for a performance period from the Date of Grant through December 31, 2016 (the “TSR Performance Period”), each as set forth in Appendix A to this Agreement.

The Compensation Committee has established cumulative threshold, target and maximum levels for each of the EPS Goal and TSR Goal for the EPS Performance Period and the TSR Performance Period, respectively, as set forth in Appendix A . If the Company fails to achieve the threshold levels for either of the EPS Goal or the TSR Goal for the EPS Performance Period and the TSR Performance Period, respectively, no Performance Units attributable to that Performance Goal shall vest. If the Company achieves the threshold level of the EPS Goal for the EPS Performance Period, 18.75% of the maximum Performance Units under this Agreement shall vest, and, if the Company achieves the threshold level of the TSR Goal for the TSR Performance Period, 6.25% of the maximum Performance Units under this Agreement shall vest. If the Company achieves the target level for the EPS Goal for the EPS Performance Period, 37.5% of the maximum Performance Units under this Agreement shall vest, and, if the Company achieves the target level for the TSR Goal for the TSR Performance Period, 12.5% of the maximum Performance Units under this Agreement shall vest. If the Company achieves the maximum level for the EPS Goal for the EPS Performance Period, 75% of the maximum Performance Units eligible under this Agreement shall vest, and if the Company achieves the maximum level for the TSR Goal for the TSR Performance Period, 25% of the maximum Performance Units under this Agreement shall vest.

To the extent that the Company achieves greater than the threshold level of any Performance Goal but less than the target level of such Performance Goal, or greater than the target level of any Performance Goal but less than the maximum level of such Performance Goal, the number of Performance Units that shall vest shall be calculated based on a straight-line, sliding scale using the vesting levels between which the Company’s actual performance falls as the end points for the calculation.

In the event of your death, the termination of your employment with the Company as a result of your disability (pursuant to the terms of any employee disability benefit plan maintained by the Company), or the termination of your employment as a result of your retirement (retirement means your voluntary termination of your employment with the Company and its subsidiaries following (i) your attainment of the age of 55 with at least 10 years of full-time service to the Company and/or its subsidiaries, (ii) your attainment of the age of 60 with at least five years of full-time service to the Company and/or its subsidiaries, or (iii) your attainment of the age of 65 (with no minimum full-time service requirements with the Company and/or its subsidiaries)), you will be entitled to receive Performance Units if and to the extent that the cumulative EPS Goal or the cumulative TSR Goal is achieved during the EPS Performance Period and the TSR Performance Period, respectively. If such is the case, the Performance Units that will vest and that you will receive due to the achievement of one or both of the cumulative EPS Goal or the cumulative TSR Goal will be determined in the same manner as set forth in the immediately preceding paragraph of this Section 3 but will be reduced pro rata to a percentage of that amount determined by dividing (i) the number of whole months of your employment with the Company or a subsidiary thereof during the EPS Performance Period or the TSR Performance Period, as applicable, covered by this Agreement by (ii) 24, in the case of Performance Units vesting as a result of the achievement of the cumulative EPS Performance Goal, and 27, in the case of the achievement of the cumulative TSR Performance Goal.

For purposes of this Agreement, “EPS” shall be defined as “net income before extraordinary items” of the Company, which shall mean the consolidated net income of the Company during the fiscal year, as determined by the Compensation Committee in conformity with accounting principles generally accepted in the United States of America and contained in financial statements that are subject to an audit report of the Company's independent public accounting firm, but excluding: (a) operating results of and/or losses associated with the write-down of assets of a subsidiary, business unit or division that has been designated by the Board of Directors as a discontinued business operation or to be liquidated; (b) gains or losses on the sale of any subsidiary, business unit or division, or the assets or business thereof; (c) gains or losses from the disposition of material capital assets (other than in a transaction described in clause (b)) or the refinancing of indebtedness, including, among other things, any make-whole payments and prepayment fees; (d) losses associated with the write-down of goodwill or other intangible assets of the Company due to the determination under applicable accounting standards that the assets have been impaired; (e) gains or losses from material property casualty occurrences or condemnation awards taking into account the proceeds paid by insurance companies and other third parties in connection with the casualty or condemnation; (f) any other material income or loss item the realization of which is not directly attributable to the actions of current senior management of the Company; (g) any income statement effect resulting from a change in generally accepted accounting principles, except to the extent the effect of such a change is already reflected in the calculation of the net income before extraordinary items; (h) restructuring charges and acquisition related transaction costs; and (i) the income taxes (benefits) of any of the above-designated gains or losses. Consolidated net income of the Company shall be calculated inclusive of operating results of any entities or businesses acquired during the EPS Performance Period.

The Compensation Committee shall have final authority with respect to the determination of “net income before extraordinary items” and, in exercising such authority, may consult with the Company’s independent auditor and/or Audit Committee as it deems necessary and advisable.

In determining “TSR”, the Compensation Committee shall establish a peer group of companies in the S&P 1500 Construction and Oil plus any of Aegion’s 2014 14-company compensation peer group that are not included in the S&P 1500 Construction and Oil (the “Custom Peer Group” and compare the Company’s total shareholder return (i.e., average stock price over 30-day periods immediately prior to the start and the end of the TSR Performance Period plus dividends paid, “TSR”) relative to the individual TSR of each member of the Custom Peer Group.


4.	Change in Control.

In the event of a Change in Control (as defined in this Section 4 below), the successor organization (the “Successor”) may substitute an equivalent award for the Performance Units (a “Substitute Equivalent Award”). A Substitute Equivalent Award must (i) have a value at least equal to the “target” value of the Performance Units being substituted as determined by the Compensation Committee in its sole discretion; (ii) not be subject to any performance restrictions; (iii) relate to a publicly-traded equity security of the Successor involved in the Change in Control or another entity that is affiliated with the Company or the Successor following the Change in Control; (iv) except as provided herein, be the same type of award as the Performance Units; and (v) have other terms and conditions, including the vesting provisions in the event of termination without “Cause” (as defined in this Section 4 below) or for “Good Reason (as defined in this Section 4 below), that are not less favorable to you than the terms and conditions of the Performance Units, each as determined by the Compensation Committee in its sole discretion.

If a Substitute Equivalent Award is substituted for the Performance Units and your employment with the Company and its subsidiaries (or the Successor and its subsidiaries, as the case may be) is terminated by the Company or its subsidiaries (or the Successor and its subsidiaries, as the case may be) without Cause within two years of the Change of Control, or you terminate your employment with the Company or its subsidiaries (or the Successor and its subsidiaries, as the case may be) with Good Reason within two years of the Change of Control, the Performance Units under the Substitute Equivalent Award will immediately vest and be distributable to you upon such termination in an amount equal to the number of Performance Units that would vest at the “target” level for each of the Performance Goals (as set forth in Appendix A) .

If a Substitute Equivalent Award is not substituted for the Performance Units by the Successor upon a Change in Control, the Performance Units under this Agreement will vest immediately and be distributable to you prior to such Change in Control in an amount equal to the number of Performance Units that would vest at the “target” level for each of the Performance Goals (as set forth in Appendix A) .

For purposes of this Agreement:

“Cause” shall mean:


(i)	breaching any employment, confidentiality, noncompete, nonsolicitation or other agreement with the Company, any written Company policy relating to compliance with laws (during employment) or any general undertaking or legal obligation to the Company;


(i)	causing, inducing, requesting or advising, or attempting to cause, induce, request or advise, any employee, representative, consultant or other similar person to terminate his/her relationship, or breach any agreement, with the Company;


(ii)	causing, inducing, requesting or advising, or attempting to cause, induce, request or advise, any customer, supplier or other Company business contact to withdraw, curtail or cancel its business with the Company; or

(iv)

a “Change in Control” shall mean:

(i) the acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; and/or


(ii)	the acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company, that together with stock of the Company acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group, constitutes 30% or more of the total voting power of the stock of the Company; and/or


(iii)	a majority of the members of the Company’s board of directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election; and/or

(iv)

This definition of Change in Control shall be interpreted in accordance with, and in a manner that will bring the definition into compliance with, the regulations under Section 409A of the Internal Revenue Code (the “Code”).

“Good Reason” shall mean, without your express written consent, the occurrence after a Change in Control of any one or more of the following:


(i)	a material reduction or alteration in the nature or status of your authorities, duties, or responsibilities from those in effect as of 90 calendar days prior to the Change in Control, other than an insubstantial and inadvertent act

that is remedied by the Company or the Successor promptly after receipt of notice thereof given by you;


(ii)	the Company’s or the Successor’s requiring you to be based at a location in excess of 50 miles from the location of your principal job location or office in effect as of 90 calendar days prior to the Change in Control , except for required travel on the Company’s or the Successor’s business to an extent substantially consistent with your then present business travel obligations;


(iii)	a material reduction by the Company or the Successor of your base salary in effect as of 90 calendar days prior to the Change in Control; or

(iv)

5. Forfeiture of Performance Units. Any Performance Units that remain unvested after the calculation of the cumulative EPS Goal or the cumulative TSR Goal for the EPS Performance Period and TSR Performance Period, respectively, or after distribution in connection with a Change in Control (as set forth in Section 4 above) will be forfeited to and cancelled by the Company. In addition, except as set forth in Section 4, all unvested Performance Units will be forfeited and cancelled upon termination of your employment with the Company and its majority-owned subsidiaries for any reason unless the EPS Performance Period or TSR Performance Period, a applicable, in which the Performance Units are eligible to vest has been completed and the Compensation Committee has yet to certify that the Performance Goals have been achieved.

6. Bookkeeping Account. The Company will record the maximum number of Performance Units granted to you under this Agreement to a bookkeeping account for you (the “Performance Unit Account”). Your Performance Unit Account will be adjusted from time to time for any stock dividends, stock splits, and other transactions in accordance with Section 9. The Performance Unit Account represents an unsecured promise of the Company to deliver shares of Common Stock as and when the Performance Units vest in accordance with this Agreement. Your rights to your Performance Unit Account will be no greater than that of other general, unsecured creditors of the Company.

7. Distribution of Shares of Common Stock . When the Performance Units vest either (i) upon certification by the Compensation Committee of the achievement of one or both of the Performance Goals at the end of the EPS Performance Period or TSR Performance Period, a applicable or (ii) in connection with a Change in Control (as set forth in Section 4 above), the number of shares of Common Stock equal to such vested Performance Units shall be distributed as soon as practicable after the date of vesting to you (or your beneficiary(ies) or personal representative, if you are deceased). Distributions shall be made in shares of Common Stock, with fractional shares rounded up to the nearest whole share. An amount payable on a date specified above shall be paid as soon as administratively feasible after such date. The payment date may be postponed further if calculation of the amount of the payment is not administratively practicable due to events beyond your control, and the payment is made in the first calendar year in which the calculation of the amount of the payment is administratively practicable.

8. Death Beneficiary Designation. You may designate a beneficiary or beneficiaries (contingently, consecutively or successively) to receive shares of Common Stock, if you die while Performance Units are held in your Performance Unit Account, and the Company will distribute upon vesting of the Performance Units shares of Common Stock equal in number to such vested Performance Units to your beneficiary(ies).

You may designate a beneficiary or beneficiaries from time to time, and you may change your designated beneficiary(ies). A beneficiary may be a trust. A beneficiary designation must be made in writing in a form prescribed by the Company and delivered to the Company while you are alive. If you do not have a designated

beneficiary surviving at the time of your death, any transfer of shares of Common Stock will be made to your surviving spouse, if any, and if you do not have a surviving spouse, then to your estate.

9. Adjustments. Subject to Section 4 above, if there is any change in the Common Stock by reason of stock dividends, split-ups, mergers, consolidations, reorganizations, combinations or exchanges of shares or the like, the number of Performance Units then credited to your Performance Unit Account shall be adjusted appropriately so that the number of Performance Units reflected in your Performance Unit Account after such an event shall equal the number of shares of Common Stock a stockholder would own after such an event if the stockholder, at the time such an event occurred, had owned shares of Common Stock equal to the number of Performance Units reflected in your Performance Unit Account immediately before such an event.

10. Limitation on Transfer . Your Performance Units are not transferable by you. Except as may be required by U.S. federal income tax withholding provisions or by the tax laws of any state or country, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void and of no force or effect and shall result in a forfeiture of all affected Performance Units.

11. No Shareholder Rights . You will not have any stockholder rights, such as rights to vote or to receive dividends or other distributions, with respect to any Performance Units reflected in your Performance Unit Account until distribution of shares of Common Stock after vesting of the Performance Units. You will have only the adjustment rights provided in this Agreement.

12. Securities Law . Shares of Common Stock will not be distributed under this Agreement if such distribution would violate any U.S. federal or state or non-U.S. securities laws. The Company may take appropriate action to achieve compliance with those laws in connection with any distribution of Common Stock to you.

13. Taxes. The Compensation Committee (as defined in the Plan) may withhold delivery of certificates for shares of Common Stock until you make satisfactory arrangements to pay any withholding, transfer or other taxes due with respect to the vesting or distribution of the Performance Units and the issuance of the underlying shares of Common Stock. You are responsible for the payment of all taxes applicable to any income realized upon the distribution of the shares of Common Stock after vesting of the Performance Units. Unless you provide written notice to the Company within five days after the vesting of the Performance Units that you will settle your tax obligation by paying cash, or unless otherwise determined by the Company in its sole discretion, settlement of your tax obligation shall be made by the Company by withholding and cancelling shares of Common Stock that would be otherwise distributable to you, with the fair market value of such Common Stock for such purposes equal to the closing price per share of Common Stock as generally reported on the Nasdaq Stock Market (or such other exchange or market where the Common Stock is trading) on the date of distribution of the shares of Common Stock . If you elect to settle your tax obligation by paying cash, and do not make timely payment of your tax withholding obligation by cash or check by the date of distribution of the shares of Common Stock, the Company may, in its sole discretion, satisfy your tax withholding obligation by withholding and cancelling shares of Common Stock that would be otherwise distributable to you in the manner set forth in this Section 13.

14. No Right to Continue as an Employee; No Right to Further Grants. This Agreement does not give you any right to continue as an employee of the Company or any of its subsidiaries for any period of time or at any rate of compensation, nor does it interfere with the Company’s or its subsidiaries’ right to determine the terms of your employment.

15. Rules of Construction. This Agreement shall be administered, interpreted, and construed in a manner consistent with Code section 409A to the extent necessary to avoid the imposition of additional taxes under Code section 409A(a)(1)(B). Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Code section 409A, such provision shall be modified and given effect (retroactively

if necessary), in the sole discretion of the Compensation Committee, and without your consent, in such manner as the Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code section 409A. In particular, where the time of payment is predicated upon a termination of employment, termination of employment shall mean a separation from service as defined in the regulations under section 409A of the Internal Revenue Code. Such regulations are hereby incorporated by reference where applicable.

16. Interpretations Binding. The interpretations and determinations of the Compensation Committee are binding and conclusive. This Agreement is entered into in Missouri and its terms shall be governed by and interpreted in accordance with the laws of the State of Missouri without regard to conflict of law principles.

17. Jurisdiction. Any suit or other legal action to enforce the terms of this Agreement or any document or agreement referenced herein must be brought in the St. Louis County, Missouri Circuit Court or (if federal jurisdiction exists) the U.S. District Court for the Eastern District of Missouri. You agree that venue and personal jurisdiction are proper in either such court, and waive all objections to jurisdiction and venue and any defense or claim that either such forum is not the most convenient forum.

18. Termination of Right to Receive Shares; Recoupment. You understand and agree that your right to receive and retain the Performance Units granted herein (and the benefits thereof) is conditioned on your compliance with the terms of this Agreement and any agreement referenced herein. In the event you violate this Agreement or any other agreement referenced herein, then in addition to and not in lieu of any other rights and remedies available to the Company for such breach, all of which are expressly reserved, the Company may: (i) cancel any Performance Units that are unvested or vested but not yet issued to you; and (ii) recover from you any and all common stock issued to you under any Performance Units, or an amount equal to the value of the same, with such value being the fair market value of the common stock at the close of business on the date that the shares were issued under the Performance Units.

Exhibit 10.5

[Aegion Corporation Letterhead]

Date of Award: October 8, 2014

Employee: Charles R. Gordon

Account Number: __________________

No. of Shares: _____________________

Inducement Restricted Stock Agreement for Charles R. Gordon

Accepted by Employee: AEGION CORPORATION

By:

Charles R. Gordon Juanita H. Hinshaw, Chair of Compensation Committee

Terms, Conditions and Restrictions

2 . Performance Restrictions. In addition to the “Service Restrictions” (as defined below), you shall return to the Company, for no consideration from the Company, all of the shares of Restricted Stock awarded under this Agreement, within 30 days following notification to you by the Compensation Committee that the “Performance Goal” (as defined in this Section 2) established under the EPP as a condition to the award of the Restricted Stock is not satisfied in full in accordance with the terms and conditions of the EPP (the “Performance Restrictions”). The Performance Restrictions shall lapse upon certification by the Compensation Committee that the Performance Goal is satisfied in full. The “Performance Goal” for this Agreement and the award of Restricted Stock hereunder shall be the Company achieving the Net Income (as defined below) target on Appendix A for the year ending December 31, 2015. The Performance Goal shall be deemed to be satisfied in the event a “Change in Control” (as defined in Section 4 hereof) shall occur prior to certification by the Compensation Committee of the financial results for the year ending December 31, 2015.

impaired; (e) gains or losses from material property casualty occurrences or condemnation awards taking into account the proceeds paid by insurance companies and other third parties in connection with the casualty or condemnation; (f) any other material income or loss item the realization of which is not directly attributable to the actions of current senior management of the Company; (g) any income statement effect resulting from a change in generally accepted accounting principles, except to the extent the effect of such a change is already reflected in the target Net Income amount; (h) restructuring charges and acquisition related transaction costs; and (i) the income taxes (benefits) of any of the above-designated gains or losses. In addition, Net Income shall exclude the operating results of any entity or business acquired during 2015, except to the extent such entity or business was included in the Company’s 2015 business plan.


(a)	the fifth anniversary of the Date of Award;

(b) your death;

(d) the termination of your employment as a result of your retirement (retirement means your voluntary termination of your employment with the Company and its subsidiaries following (i) your attainment of the age of 55 with at least 10 years of full-time service to the Company and/or its subsidiaries, (ii) your attainment of the age of 60 with at least five years of full-time service to the Company and/or its subsidiaries, or (iii) your attainment of the age of 65 (with no minimum full-time service requirements with the Company and/or its subsidiaries), provided, however, that the Service Restrictions shall lapse on a number of shares of Restricted Stock awarded to you pursuant to this Agreement, determined by (a) dividing (i) the number of whole calendar months (e.g., July 1 through July 31) of your employment with the Company or one of its subsidiaries during the period beginning on the Date of Award and ending on the date of termination of your employment by (ii) 60; and (b) multiplying the percentage determined under subsection (a) immediately above by the number of shares of Restricted Stock awarded to you pursuant to this Agreement;

(e) upon the involuntary termination of your employment without “Cause” (as defined in this Section 4 below) at least 18 months after the Date of Award but prior to a Change in Control. The Service Restrictions shall lapse on a number of shares of Restricted Stock awarded to you pursuant to this Agreement, determined by (a) dividing (i) the number of whole calendar months (e.g., July 1 through July 31) of your employment with the Company or one of its subsidiaries during the period beginning on the Date of Award and ending on the date of termination of your employment by (ii) 60; and (b) multiplying the percentage determined under subsection (a) immediately above by the number of shares of Restricted Stock awarded to you pursuant to this Agreement;

(g) immediately prior to a Change in Control if the Restricted Stock awarded pursuant to this Agreement is not substituted with a Substitute Equivalent Award by the Successor.

For purposes of this Agreement,

“Cause” shall mean:


(i)	breaching any employment, confidentiality, noncompete, nonsolicitation or other agreement with the Company, any written Company policy relating to compliance with laws (during employment) or any general undertaking or legal obligation to the Company;


(ii)	causing, inducing, requesting or advising, or attempting to cause, induce, request or advise, any employee, representative, consultant or other similar person to terminate his/her relationship, or breach any agreement, with the Company;


(iii)	causing, inducing, requesting or advising, or attempting to cause, induce, request or advise, any customer, supplier or other Company business contact to withdraw, curtail or cancel its business with the Company; or

(iv)

“Change in Control” shall mean:


(i)	the acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; and/or


(ii)	the acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company, that together with stock of the Company acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group, constitutes 30% or more of the total voting power of the stock of the Company; and/or


(iii)	a majority of the members of the Company’s board of directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election;and/or

(iv)

“Good Reason” shall mean, without your express written consent, the occurrence after a Change in Control of any one or more of the following:


(i)	a material reduction or alteration in the nature or status of your authorities, duties, or responsibilities from those in effect as of 90 calendar days prior to the Change in Control, other than an insubstantial and inadvertent act that is remedied by the Company or the Successor promptly after receipt of notice thereof given by you;


(ii)	the Company’s or the Successor’s requiring you to be based at a location in excess of 50 miles from the location of your principal job location or office in effect as of 90 calendar days prior to the Change in Control , except for required travel on the Company’s or the Successor’s business to an extent substantially consistent with your then present business travel obligations;


(iii)	a material reduction by the Company or the Successor of your base salary in effect as of 90 calendar days prior to the Change in Control; or

(iv)

“Substitute Equivalent Award” shall mean an award that the Successor may substitute for the Restricted Stock awarded pursuant to this Agreement that:


(i)	has a value at least equal to the value of the Restricted Stock awarded pursuant to this Agreement as determined by the Compensation Committee in its sole discretion;


(ii)	relates to a publicly-traded equity security of the Successor involved in the Change in Control or another entity that is

affiliated with the Company or the Successor following the Change in Control;


(iii)	is the same type of award as the Restricted Stock; and


(iv)	has other terms and conditions that are not less favorable to you than the terms and conditions of the Restricted Stock awarded pursuant to this Agreement, as determined by the Compensation Committee in its sole discretion.

The Company may register shares of Restricted Stock with respect to which the Restricted Period shall not have lapsed in the name of a nominee or hold such shares in any custodial arrangement.

Shares of Restricted Stock awarded hereunder shall not be transferable by you until after an unlegended certificate has been issued to you as provided in this Section 8 with respect to such shares.

The Company also shall withhold from dividends any amount required to be withheld by any governmental entity.

Exhibit 10.6

AEGION CORPORATION

EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT is made, entered into, and is effective this ___ day of ___________, 20___ (hereinafter referred to as the “Effective Date”), by and between Aegion Corporation (the “Company”), a Delaware corporation, and _______________ (the “Executive”).

WHEREAS, the Executive is employed by the Company (as defined in Article 1) and has and will develop considerable experience and knowledge of the business and affairs of the Company concerning its policies, methods, personnel, and operations; and

WHEREAS, the Company is desirous of assuring insofar as possible, that it will continue to have the benefit of the Executive’s services , and the Executive is desirous of having such assurances; and

WHEREAS, the Company recognizes that circumstances may arise in which a Change in Control (as defined in Article 1) of the Company occurs, through acquisition or otherwise, thereby causing uncertainty of employment without regard to the Executive’s competence or past contributions. Such uncertainty may result in the loss of the valuable services of the Executive to the detriment of the Company and its stockholders; and

WHEREAS, both the Company and the Executive are desirous that any proposal for a Change in Control will be executed by the Executive objectively and with reference only to the business interests of the Company and its stockholders; and

WHEREAS, the Executive will be in a better position to consider the Company’s best interests if the Executive is afforded reasonable security, as provided in this Agreement, against altered conditions of employment which could result from any such Change in Control.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1. Definitions

Wherever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:


(a)	“ Agreement ” means this Executive Change in Control Severance Agreement, as it may be amended from time to time.


(b)	“ Base Salary ” means, at any time, the then regular annual rate of pay which the Executive is receiving as annual salary, excluding amounts: (i) received under short-term or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred, or (ii) designated by the Company as payment toward reimbursement of expenses.


(c)	“ Beneficial Owner ” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.


(d)	“ Board ” means the Board of Directors of the Company.


(e)	“ Cause ” shall be determined solely by the Board in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following:


(i)	breaching any employment, confidentiality, noncompete, nonsolicitation or other agreement with the Company, any written Company policy relating to compliance with laws (during employment); or


(ii)	causing, inducing, requesting or advising, or attempting to cause, induce, request or advise, any employee, representative, consultant or other similar person to terminate his/her relationship, or breach any agreement, with the Company; or


(iii)	causing, inducing, requesting or advising, or attempting to cause, induce, request or advise, any customer, supplier or other Company business contact to withdraw, curtail or cancel its business with the Company; or

(iv)

the Executive’s willful and continued failure to substantially perform the Executive’s duties with the Company (other than any such failure resulting from the Executive’s Disability), after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and the Executive has failed to remedy the situation within fifteen (15) business days of such written notice from the Company; or


(v)	the Executive’s conviction of a felony; or

(vi)

the Executive’s willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. Under this standard, no act or failure to act on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interests of the Company.


(f)	“ Change in Control ” of the Company shall mean the occurrence of any one (1) or more of the following events:


(i)	the acquisition by any “person” or “group” (as defined pursuant to Section 13(d) under the Exchange Act) of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of in excess of 30% of the combined voting power of the outstanding voting securities (the “Voting Securities”) of the Company entitled to vote generally in the election of directors; and/or

(ii)

the replacement of 50% or more of the members of the Board (excluding, for purposes of such calculation, the Chairman of the Board) over a one-year period from the directors who constituted the Board at the beginning of such period, where such replacement shall not have been approved by a vote including at least a majority of the directors who were members of the Board at the beginning of such one-year period or whose election as members of the Board was previously so approved; and/or

(iii)

the consummation of a merger, statutory share exchange or consolidation involving the Company or sale or other disposition of all or substantially all of the assets of the Company, unless following such transaction: (a) all or substantially all of the individuals and entities who were the “beneficial owners” (as hereinabove defined), respectively, of the outstanding Voting Securities immediately prior to such transaction “beneficially owned”, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities of the corporation resulting from such transaction in substantially the same proportion as their ownership immediately prior to such transaction of the outstanding Voting Securities of the Company, (b) no “person” or “group” (as hereinabove defined) “beneficially owns”, directly or indirectly, 30% or more of the combined voting power of the then outstanding Voting Securities of such corporation except to the extent that such ownership existed prior to such transaction and (c) at least a majority of the members of the board of directors resulting from such transaction were members of the Board immediately prior to such transaction or were nominated by at least a majority of the members of the Board at the time of the execution of the initial agreement for such transaction, or by the action of the Board providing for such transaction; and/or


(iv)	the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.


(g)	“ Code ” means the Internal Revenue Code of 1986, as amended.


(h)	“ Committee ” means the Compensation Committee of the Board of Directors of the Company, or, if no Compensation Committee exists, then the full Board of Directors of the Company, or a committee of Board members, as appointed by the full Board to administer this Agreement.


(i)	“ Company ” means Aegion Corporation, a Delaware corporation (including any and all subsidiaries and affiliates), or any successor thereto as provided in Section 8.1 herein.

(j)

“ Disability ” or “ Disabled ” shall mean that the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.


(k)	“ Effective Date ” means the date this Agreement is approved by the Committee, or such other date as the Committee shall designate in its resolution approving this Agreement, and as specified in the opening sentence of this Agreement.


(l)	“ Effective Date of Termination ” means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder.


(m)	“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.


(n)	“ Good Reason ” means, without the Executive’s express written consent, the occurrence after a Change in Control of the Company of any one (1) or more of the following:


(i)	a material reduction or alteration in the nature or status of the Executive’s authorities, duties, or responsibilities from those in effect as of 90 calendar days prior to the Change in Control, other than an insubstantial and inadvertent act that is remedied by the Company or the acquiring company promptly after receipt of notice thereof given by the Executive;

(ii)

the Company’s or the acquiring company’s requiring the Executive to be based at a location in excess of 50 miles from the location of the Executive’s principal job location or office in effect as of 90 calendar days prior to the Change in Control , except for required travel on the Company’s business to an extent substantially consistent with the Executive’s then present business travel obligations;


(iii)	a reduction by the Company or the acquiring company of the Executive’s base salary in effect as of 90 calendar days prior to the Change in Control that is greater than the lesser of: (A) ten percent (10%) of such base salary; and (B) the average percentage reduction applicable to all other executives of the Company;

(iv)

the failure of the Company or the acquiring company to continue in effect any of the Company’s short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements in which the Executive participates taken as a whole unless such failure to continue the plan, policy, practice, or arrangement pertains to all plan participants generally; or the failure by the Company or the acquiring company to continue the Executive’s participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants, as existed 90 calendar days prior to the Change in Control;


(v)	the failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement, as contemplated in Section 8.1 herein; and


(vi)	a material breach of this Agreement by the Company which is not remedied by the Company within thirty (30) business days of receipt of written notice of such breach delivered by the Executive to the Company.

The Executive must notify the Company within ninety (90) days of its first occurrence of the existence of the Good Reason condition, and the Company shall have thirty (30) days to remedy the conditions. Unless the Executive becomes Disabled, the Executive’s right to terminate employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness.


(o)	“ Notice of Termination ” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.


(p)	“ Person ” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).


(q)	“ Potential Change in Control ” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:


(i)	the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;


(ii)	the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;


(iii)	any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company); or


(iv)	the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.


(r)	“ Qualifying Termination ” means the Executive’s separation from service (as defined in Section 409A of the Code and the applicable regulations) with the Company due to any of the events described in Section 2.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder.


(s)	“ Severance Benefits ” means the payment of amounts and benefits upon the Executive’s separation from service (as defined in Section 409A of the Code and applicable regulations) as provided in Section 2.3 herein.

Article 2. Severance Benefits

2.1 Right to Severance Benefits . The Executive shall be entitled to receive from the Company Severance Benefits as described in Section 2.3 herein, if there has been a Change in Control of the Company and, if within twenty-four (24) calendar months thereafter the Executive’s employment with the Company shall end for any reason specified in Section 2.2 herein as being a Qualifying Termination.

The Executive shall not be entitled to receive Severance Benefits if the Executive is terminated for Cause, or if the Executive’s employment with the Company ends due to death, Disability, or a voluntary termination of employment by the Executive for reasons other than Good Reason.

The Executive shall not be entitled to receive severance benefits under any other Company-related plans or programs that are duplicative of the Severance Benefits payable under this Agreement, if additional benefits are triggered under such other Company-related plans or programs.

2.2 Qualifying Termination . The separation from service (as defined in Section 409A of the Code and applicable regulations) of the Executive with the Company within twenty-four (24) calendar months after a Change in Control of the Company shall constitute a Qualifying Termination and shall trigger the payment of Severance Benefits to the Executive under this Agreement under the following circumstances:


(a)	The Company’s involuntary termination of the Executive’s employment without Cause; and


(b)	The Executive’s voluntary termination of the Executive’s employment for Good Reason.

For purposes of this Agreement, a Qualifying Termination shall not include a termination of employment by reason of death, Disability, or the Executive’s voluntary termination of employment for reasons other than Good Reason, or the Company’s involuntary termination for Cause.

2.3 Description of Severance Benefits . In the event the Executive becomes entitled to receive Severance Benefits upon a Qualifying Termination, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide the Executive with the following Severance Benefits, subject to the limitations set forth in Section 3.3 herein :


(a)	A lump-sum amount equal to the Executive’s accrued but unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination.

(b)

A lump-sum amount: (i) if the Effective Date of Termination is between January 1 and June 30, equal to the Executive’s then current annual target bonus opportunity; or (ii) if the Effective Date of Termination is between July 1 and December 31, equal to the greater of (A) the Executive’s then current annual target bonus opportunity or (B) the actual annual bonus payable to the Executive based on the Company’s performance up to and including the Effective Date of Termination, as such target and actual amounts are established or computed under the annual bonus plan in which the Executive is then participating, for the bonus plan year in which the Executive’s Effective Date of Termination occurs, and multiplied by a fraction the numerator of which is the number of days in the year from January 1 through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan in which the Executive is then participating for the plan year in which the Effective Date of Termination occurs.

(c)

A lump-sum amount equal to _____ multiplied by the sum of the following: (i) the higher of: (A) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control; and (ii) the higher of: (A) the Executive’s annual target bonus opportunity established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs, or (B) the Executive’s annual target bonus opportunity established under the annual bonus plan in which the Executive is participating for the bonus plan year in which the Change in Control occurs.

(d)

Continuation for _________ months of the Executive’s health, dental and vision insurance coverage. The benefit shall be provided by the Company to the Executive beginning immediately upon the Effective Date of Termination. Such benefit shall be provided to the Executive at the same coverage level as in effect immediately prior to the Change in Control and the Company (or the acquirer as the case may be) shall pay the amounts that the Company would have been required to pay for health, dental and vision benefits for Executive and Executive’s eligible family members had Executive remained an employee of the Company following the Effective Date of Termination (Executive shall be responsible for the portion of health, dental and vision premiums that would be paid by an employee of the Company receiving comparable benefits). Any COBRA health benefit continuation coverage provided to Executive shall run concurrently with the aforementioned __________ month period.

The value of such health insurance coverage shall be treated as taxable income to Executive to the extent necessary to comply with Sections 105(h) and 409A of the Code. For purposes of 409A of the Code, any payments of continued health benefits that are made during the applicable COBRA continuation period (even if the Executive does not actually receive COBRA coverage for the entire applicable period), are exempt from the requirements of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B). The right to continue coverage beyond the applicable COBRA continuation period is not subject to liquidation or exchange for another benefit. Notwithstanding the above, this health insurance benefit shall be discontinued prior to the end of the stated continuation period in the event the Executive receives a substantially similar benefit from a subsequent employer, as determined solely by the Committee in good faith. For purposes of enforcing this offset provision, the Executive shall be deemed to have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and any corresponding benefit earned from such employment, and shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same.

(e)

The Company agrees to pay on the Employee’s behalf up to $15,000 in executive outplacement services to one or more firms chosen by Executive and acceptable to the Company, provided that such services are incurred no later the first anniversary of the Executive’s Effective Date of Termination. Such expenses shall be reimbursed by the Company as soon as practical after an expense report is completed and submitted to the Company for approval, provided such expense report must be received by the Company no later than the second anniversary of the Executive’s Effective Date of Termination.

2.4 Termination for Total and Permanent Disability . Following a Change in Control, if the Executive has a separation from service (as defined in Section 409A of the Code and the applicable regulations) with the Company due to Disability, the Executive’s benefits shall be determined in accordance with the Company’s retirement, insurance, and other applicable plans and programs relating to Disability then in effect.

2.5 Termination for Death . Following a Change in Control, if the Executive has a separation from service (as defined in Section 409A of the Code and the applicable regulations) with the Company due to the Executive’s death, the Executive’s benefits shall be determined in accordance with the Company’s retirement, survivor’s benefits, insurance, and other applicable programs relating to an employee’s death then in effect.

2.6 Termination for Cause or by the Executive Other Than for Good Reason . Following a Change in Control, if the Executive has a separation from service (as defined in Section 409A of the Code and the applicable regulations) with the Company either due to: (i) termination by the Company for Cause; or (ii) voluntary termination by the Executive for reasons other than for Good Reason, the Company shall pay the Executive the Executive’s accrued but unpaid Base Salary at the rate then in effect, accrued vacation, and other items earned by and owed to the Executive through the Executive’s separation from service, plus all other amounts to which the Executive is entitled under any compensation plans of the Company at the time such payments are due, and the Company shall have no further obligations to the Executive under this Agreement.

2.7 Notice of Termination . Any termination of the Executive’s employment by the Company for Cause or by the Executive for Good Reason shall be communicated by Notice of Termination to the other party.

Article 3. Terms and Conditions for Payment of Severance Benefits;

Alternative Payments in Event of Excise Tax

3.1 Form and Timing of Severance Benefits . The Severance Benefits described in Sections 2.3(a), 2.3(b), and 2.3(c) herein shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination.

3.2 Internal Revenue Code Section 409A. This Agreement is intended to comply with the American Jobs Creation Act of 2004, Code Section 409A, and related guidance.

(a)

Notwithstanding anything to the contrary set forth in this Agreement, any Severance Benefits paid (i) within 2-½ months of the end of the Company’s taxable year containing the Executive’s separation from service with the Company, or (ii) within 2-½ months of the Executive’s taxable year containing the separation from service from employment by the Company shall be exempt from the requirements of Section 409A of the Code, and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(a) shall be treated and shall be deemed to be an entitlement to a separate payment within the meaning of Section 409A of the Code and the regulations thereunder.

(b)

To the extent Severance Benefits are not exempt from Section 409A under Section 3.2(a) above, any Severance Benefits paid in the first six (6) months following the Executive’s separation from service with the Company that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2) shall be exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) shall be treated and shall be deemed to be an entitlement to a separate payment within the meaning of Section 409A of the Code and the regulations thereunder.


(c)	To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a) or (b) above, any Severance Benefits paid equal to or less than the applicable dollar amount under Section 402(g)(1)(B) of the Code for the year of separation from service with the Company shall be exempt from Section 409A

in accordance with Treasury Regulation Section 1.409A-1(b)(9)(v)(D) and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(c) shall be treated and shall be deemed to be an entitlement to a separate payment within the meaning of Section 409A of the Code and the regulations thereunder.

(d)

To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (c) above, and to the extent the Executive is a “specified employee” (as defined below), payments due to the Executive under Section 3 shall begin no sooner than six (6) months after the Executive’s separation from service with the Company (other than for death); provided, however, that any payments not made during the six (6) month period described in this Section 3.2(d) due to the six (6) month delay period required under Treasury Regulation Section 1.409A-3(i)(2) shall be made in a single lump sum as soon as administratively practicable after the expiration of such six (6) month period and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Executive in connection with a payment made hereunder, such payment shall not be made or commence as a result of the Executive’s Effective Date of Termination if the Executive is a key employee (as set forth below) before the date that is not less than six (6) months after the Executive’s Effective Date of Termination. For this purpose, a key employee includes a “specified employee” (as defined in Code Section 409A(a)(2)(B)) during the entire twelve (12) month period determined by the Company ending with the annual date upon which key employees are identified by the Company, and also includes any executive identified by the Company in good faith with respect to any distribution as belonging to the group of identified key employees, to a maximum of 200 such key employees, regardless of whether such Executive is subsequently determined by the Company, any governmental agency, or a court not to be a key employee. The identification date for determining key employees shall be each December 31 (and the new key employee list shall be updated and effective each subsequent April 1).


(e)	For purposes of this Agreement, the term “specified employee” shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Executive is a “specified employee” shall be made by the Company in good faith applying the applicable Treasury regulations.

3.3 Best Net Determination in Event of Total Payments Exceeding Excise Tax Limits. In the event that the vesting of Severance Benefits along with all other payments and the value of any benefits received or to be received by the Executive (including the acceleration of vesting or exercisability of any equity- or cash-based long-term incentive awards) (the “Total Payments”) would result in all or a portion of such Total Payments being subject to the excise tax under Section 4999 of the Code (the “Excise Tax”), then the Executive’s Total Payments shall be either: (i) the full amount of such Total Payments, or (ii) such lesser amount that would result in no portion of the Total Payments being subject to excise tax under Section 4999 of the Code; whichever of the foregoing alternatives, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the largest value of payments and benefits notwithstanding that all or some portion of the payments and benefits may be subject to the Excise Tax under Section 4999 of the Code. Solely to the extent that the Executive is placed in a better after-tax position as a result of the reduction of the Total Payments, such benefits shall be reduced or eliminated, as determined by the Company, in the following order: (i) any cash payments, (ii) any taxable benefits, (iii) any nontaxable benefits, and (iv) any vesting or accelerated delivery of equity awards in each case in reverse order beginning with the payments or benefits that are to be paid the farthest in time from the date that triggers the applicable Excise Tax.

All determinations required to be made under this Section 3.3 shall be made by PricewaterhouseCoopers LLP, or any other nationally recognized outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and the Executive. All fees and expenses of the Accounting Firm in making the determinations required to be made under this Section 3.3 shall be borne solely by the Company. The Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). For purposes of all calculations under Section 280G of the Code and the application of this Section 3.3, all determinations as to present value shall be made using 120 percent of the applicable federal rate (determined under Section 1274(d) of the Code) compounded semiannually, as in effect of the date of the Change in Control of the Company.

3.4 Withholding of Taxes . The Company shall withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as legally shall be required.

3.5 Conditions to Payment of Severance Benefits . Within 45 days after the Executive’s Effective Date of Termination, to be eligible to receive (and continue to receive) and retain the payments and benefits described in Sections 2.3 (b), (c), (d) and (e), the Executive must comply with the terms of Article 4, and must execute and deliver to the Company (without subsequent revocation) a mutually acceptable agreement, in form and substance reasonably satisfactory to both the Executive and the Company, effectively releasing and giving up all claims the Executive may have against the Company and its subsidiaries, stockholders, successors and affiliates (and each of their respective employees, officers, plans and agents) arising out of or based upon any facts or conduct occurring prior to that date with the exception of (i) all payment of Severance Benefits, vested stock, deferred compensation and other benefits provided under the terms of this Agreement, (ii) the Executive’s right to continued indemnification to the fullest extent provided under the Company By-laws by reason of any act or omission performed or omitted by the Executive during the Executive’s employment, and (iii) the Executive’s rights to enforce the terms of this Agreement and sue for its breach. Such agreement will also require the Executive to reaffirm and agree to comply with the terms of this Agreement and any other agreement signed by the Executive in favor of the Company or any of its subsidiaries or affiliates that is still in effect. To the extent that any severance benefits described in Section 2.3(b) or (c) are not exempt from Section 409A of the Code, payment of such benefit shall not be made until the 60th day following the Executive’s Effective Date of Termination.

Article 4. Noncompetition and Confidentiality

In the event of a Change in Control, the following shall apply:

4.1 Noncompetition . During the term of this Agreement and, if longer, for a period of twenty-four (24) months after the Effective Date of Termination, the Executive shall not: (i) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any business or any activity which the Executive knows (or reasonably should have known) to be directly competitive with any business of the Company as then being carried on, or (ii) serve as an employee, agent, partner, stockholder, director or consultant for, or in any other capacity participate, engage, or have a financial or other interest in any business or any activity which the Executive knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on (provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to two percent (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Exchange Act).

4.2 Confidentiality . The Company has advised the Executive and the Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to the Company. All Protected Information shall remain confidential permanently and the Executive shall not at any time, directly or indirectly, divulge, furnish, or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the Executive’s employment with the Company), nor use in any manner, either during the term of employment or after termination, at any time, for any reason, any Protected Information, or cause any such information of the Company to enter the public domain.

For purposes of this Agreement, “Protected Information” means trade secrets, confidential and proprietary business information of the Company, and any other information of the Company, including, but not limited to, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, internal policies, and products and services which may be developed from time to time by the Company and its agents or employees, including the Executive; provided, however, that information that is in the public domain (other than as a result of a breach of this Agreement), approved for release by the Company or lawfully obtained from third parties who are not bound by a confidentiality agreement with the Company is not Protected Information.

4.3 Nonsolicitation . During the term of this Agreement and, if longer, for a period of twenty-four (24) months after the Effective Date of Termination, the Executive shall not: (a) employ or retain or solicit for employment or arrange to have any other person, firm, or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee or consultant of the Company; or (b) solicit customers of the Company for a venture or business of any kind that competes with, or is a competitor of, the Company.

4.4 Cooperation . The Executive agrees to cooperate with the Company and its attorneys in connection with any and all lawsuits, claims, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in any way to the Executive’s employment by the Company.

4.5 Nondisparagement . At all times, the Executive agrees not to disparage the Company, its directors, officers or other representatives or otherwise make comments harmful to any of the foregoing party’s reputation.

4.6 Judicial Interpretation. It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Article 4 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that any restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply to the maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

4.7 Injunctive Relief and Additional Remedy. The covenants in this Article 4 are in addition to and not in lieu of covenants and agreements in any other agreement signed or delivered by Executive in connection with Executive’s employment with the Company, including, without limitation, any agreement signed or delivered in connection with any incentive plans, equity grants or other compensatory arrangements. The Executive acknowledges that the injury that would be suffered by the Company as a result of a breach of the provisions of this Agreement would be irreparable and that an award of monetary damages to the Company for such a breach would be an inadequate remedy. Consequently, the Company will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Company will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s rights under this Article 4 or any other remedies of the Company, if the Executive breaches any of the provisions of this Article, the Company will have the right to recover any amounts paid to the Executive under Section 2.3(c) of this Agreement.

Article 5. The Company’s Payment Obligation

5.1 Payment Obligations Absolute . Except as set forth in Sections 2.3(d), 3.3, 4.7 and 9.6 or otherwise required by law, the Company’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever.

The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Section 2.3(d) herein.

5.2 Contractual Rights to Benefits . This Agreement establishes and vests in the Executive a contractual right to the benefits to which the Executive is entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

Article 6. Term of Agreement

The Company reserves the right, except as hereinafter provided, at any time and from time to time, to amend, modify, change or terminate this Agreement; provided, however, that upon the earlier to occur of (i) a Change in Control or (ii) a Potential Change in Control, no such amendment, modification, change or termination that adversely affects the rights of the Executive under this Agreement may be made without the written consent of the Executive for a period of not less than twenty-four (24) months beyond the month in whichthe triggering Change in Control or Potential Change in Control occured.

Article 7. Dispute Resolution

Any dispute or controversy between the parties arising under or in connection with this Agreement shall be settled by arbitration.

The arbitration proceeding shall be conducted before a panel of three (3) arbitrators sitting in a location selected by the Executive within fifty (50) miles from the location of the Executive’s principal place of employment, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the award of the arbitrators in any court having competent jurisdiction.

Each party shall be responsible for (i) its own expenses of such arbitration, including the reasonable fees and expenses of its legal representative(s), and necessary costs and disbursements incurred as a result of such dispute or legal proceeding and (ii) one-half of the fees and expenses of the arbitrators and the fees associated with arbitration filing; provided, however, that in the event the Executive prevails with respect to at least a majority of the issues in dispute, the Company shall bear all such expenses (including the fees and expense of Executive’s legal representative(s)), costs, disbursements and prejudgment interest.

Article 8. Successors

8.1 Successors to the Company . The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization (including the formation of a holding company structure), consolidation, acquisition of property or stock, liquidation, or otherwise) of all or a significant portion of the business or assets of the Company, including, without limitation, a successor resulting from a Change in Control, by agreement, in form and substance reasonably satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Agreement shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the “Company” for purposes of this Agreement.

8.2 Assignment by the Executive . This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s beneficiary designated under the Company’s life insurance plan, or, if there is no such beneficiary, to the Executive’s estate.

Article 9. Miscellaneous

9.1 Employment Status . This Agreement is not, and nothing herein shall be deemed to create, an employment contract between the Executive and the Company or any of its subsidiaries. The Executive acknowledges that the rights of the Company remain wholly intact to change or reduce at any time and from time to time the Executive’s compensation, title, responsibilities, location, and all other aspects of the employment relationship, or to discharge the Executive, prior to a Change in Control.

9.2 Entire Agreement . Except as provided in the first sentence of Section 4.7 and the first sentence of Section 9.5, this Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof. In addition, the payments provided for under this Agreement in the event of the Executive’s separation from service with the Company shall be in lieu of any severance benefits payable under any severance plan, program, or policy of the Company to which the Executive might otherwise be entitled.

9.3 Notices . All notices, requests, demands, and other communications hereunder shall be sufficient if in writing and shall be deemed to have been duly given if delivered by hand or if sent by registered or certified mail to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its principal offices.

9.4 Execution in Counterparts . This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.

9.5 Conflicting Agreements . Except as may be provided in any award agreement between the Company and Executive relating to any equity- or cash-based long-term incentive award, this Agreement completely supersedes any and all prior change in control agreements, provisions or understandings, oral or written, entered into by and between the Company and the Executive, with respect to the subject matter hereof, and all amendments thereto, in their entirety. Further, the Executive hereby represents and warrants to the Company that the Executive’s entering into this Agreement, and the obligations and duties undertaken by the Executive hereunder, will not conflict with, constitute a breach of, or otherwise violate the terms of, any other employment or other agreement to which the Executive is a party, except to the extent any such conflict, breach, or violation under any such agreement has been disclosed to the Board in writing in advance of the signing of this Agreement.

Notwithstanding any other provisions of this Agreement to the contrary, if there is any inconsistency between the terms and provisions of this Agreement and the terms and provisions of Company-sponsored compensation and welfare plans and programs, this Agreement’s terms and provisions shall completely supersede and replace the conflicting terms of the Company-sponsored compensation and welfare plans and programs, where applicable.

9.6 Severability . Except as provided in Section 4.6, in the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect.

Notwithstanding any other provisions of this Agreement to the contrary, the Company shall have no obligation to make any payment to the Executive hereunder to the extent, but only to the extent, that such payment is prohibited by the terms of any final order of a federal or state court or regulatory agency of competent jurisdiction; provided, however, that such an order shall not affect, impair, or invalidate any provision of this Agreement not expressly subject to such order.

9.7 Modification . No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by a member of the Board, as applicable, or by the respective parties’ legal representatives or successors.

9.8 Applicable Law . To the extent not preempted by the laws of the United States, the laws of Missouri shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement on this ___ day of _______, 20______.

ATTEST

AEGION CORPORATION

___________________________

By:

___________________________

[Name of Executive]

Exhibit 99.1

AEGION CORPORATION APPOINTS CHARLES R. GORDON

PRESIDENT AND CHIEF EXECUTIVE OFFICER

BOARD OF DIRECTORS APPROVES REALIGNMENT AND

RESTRUCTURING PLAN TO ENHANCE AEGION’S GROWTH

OPPORTUNITIES AND IMPROVE PROFITABILITY

REALIGNMENT EXPECTED TO DELIVER ANNUAL PRE-TAX

SAVINGS OF $8 TO $11 MILLION OR $0.15 to $0.20

PER DILUTED SHARE

2014 FULL-YEAR NON-GAAP EARNINGS PER SHARE

OUTLOOK REVISED TO $1.27 TO $1.37

Saint Louis, MO - October 6, 2014 - Aegion Corporation (“Aegion” or the “Company”) (Nasdaq Global Select Market: AEGN), a global leader in infrastructure protection and maintenance, today announced that its Board of Directors has appointed Charles R. “Chuck” Gordon as President and Chief Executive Officer, effective immediately. Mr. Gordon remains a member of the Company’s Board of Directors and of the Board’s Strategic Planning and Finance Committee.

“After a comprehensive search process that included the evaluation of several qualified candidates for the position of President and Chief Executive Officer, the Board has unanimously approved Chuck’s appointment. This decision was not only based on his previous executive and industry experiences, but also on the leadership qualities he has displayed while in the role of interim Chief Executive Officer,” said Alfred L. Woods, Chairman of the Board of Directors. “Having served on the Board of Directors since 2009, Chuck has a thorough understanding of our business, operations and strategy, and a deep appreciation for the hard work and dedication of our employees. We are very pleased Chuck has decided to accept the permanent position and are confident that he is very well qualified to lead the Company into its next chapter of growth.”

“I am honored to become the President and Chief Executive Officer of Aegion Corporation,” said Mr. Gordon. “Over the last five months, I have worked closely with Aegion’s management team and traveled to many of our Company’s locations. During this time, it has become apparent to me that Aegion is uniquely positioned to succeed across the markets we serve.”

Mr. Gordon continued, “I firmly believe Aegion is executing the right strategy to achieve sustainable earnings per share growth, grow operating cash flow and improve return on invested capital consistent with our long-term objectives. One of my key priorities is to increase our focus in order to fully integrate our broad portfolio of technologies and services with our clients, ensuring we are taking advantage of the market opportunities. We must also take the necessary steps to improve execution consistency and deliver greater profitability. We have a strong management team and capable and dedicated employees who will execute the Company’s strategy and create lasting stockholder value. I am looking forward to leading the efforts to successfully deliver on the promise of Aegion’s opportunities.”

Strategic Realignment Enhances Aegion’s Growth Opportunities

The Company also announced today that it will realign its businesses into three new platforms with unique leadership teams. The realignment focuses on streamlining the organization to improve execution and enhance growth and profitability. This will require a change in the reporting segments effective in the fourth quarter of 2014.

Infrastructure Solutions Platform

Aegion will combine the Water & Wastewater and Commercial & Structural segments to form the Infrastructure Solutions platform. This new platform will include the market leading products of Insituform and Fyfe/Fibrwrap, and offer clients a more comprehensive solution for the rehabilitation and strengthening needs of their critical infrastructure assets (primarily pipelines), but also for structures and transportation assets. This segment is expected to account for more than 45 percent of Aegion’s consolidated 2014 revenues. In North America, Insituform and Fyfe/Fibrwrap will execute a combined municipal sales and business development effort with over 3,000 contracting clients. Fyfe/Fibrwrap will build on the investments made to reestablish growth in industrial pipelines, structures and DOT infrastructure through a focused sales and business development effort. Fyfe/Fibrwrap also will leverage Insituform’s project management capabilities and fully integrated back office systems resulting in greater attention to market access, business development and improved execution. In Asia-Pacific, the combination of the two businesses will leverage best practices and resources to drive sustainable improvement across the region for both product lines.

Over the last five months, Insituform conducted a thorough review of its international contracting operations, with the objective of reducing risk, increasing market visibility and generating consistent and sustainable operating profits. In North America, Insituform is a very successful vertically integrated company offering superior contract installation services and high-quality manufactured cured-in-place pipe (CIPP) products. In 2006, Insituform began marketing and selling its manufactured products to third-party contractors. This third-party business now represents a meaningful and profitable portion of Insituform’s business in North America. In the European and Asian markets, Insituform has mostly relied on the contracting model to penetrate new markets, but also has had success with third-party product sales in several former contracting markets in Europe and in certain Asian countries. The recent comprehensive review has resulted in the decision to transition the Insituform businesses in France, Switzerland, India, Hong Kong, Malaysia and Singapore from CIPP contract installation services to the marketing and sale of Insituform’s manufactured products and technical services to local contractors. This decision was made taking into account market size, bid table consistency, supportive governmental bid process, length of cash collections and operating results in each country. Aegion recorded $16.0 million, $7.6 million and $2.9 million in operating losses associated with these markets, including administrative and headquarter expenses, for the years ended December 31, 2012 and 2013 and the six months ended June 30, 2014, respectively. The transition is expected to conclude by the end of the third quarter of 2015 as Insituform completes existing backlog in the affected countries.

“By combining Fyfe/Fibrwrap and Insituform to form our new Infrastructure Solutions platform, we are building on our previously announced plans to align the two North American municipal pipeline rehabilitation organizations and give both companies opportunities to strengthen client relationships and increase prospects for growth,” said Mr. Gordon. “In addition, it is difficult to be a single product contract installation business without a well-developed and growing CIPP market. We believe Insituform’s transition from contracting services to third-party product sales and technical services in France, Switzerland, India, Hong Kong, Malaysia and Singapore will generate higher and more consistent profitability for our Infrastructure Solutions platform.”

Corrosion Protection Platform

The Corrosion Protection platform will retain the original businesses comprising the Energy & Mining platform (Corrpro, United Pipeline Systems, The Bayou Companies, CCSI and CRTS) created through the Company’s diversification activity between 2009 and 2011, and is expected to account for more than 30 percent of Aegion’s 2014 consolidated revenues. Strong energy fundamentals are projected to result in sustained investments in pipeline infrastructure for the oil and gas upstream and midstream segments as well as downstream refining and petrochemical industries, which provides a favorable outlook for Aegion’s Corrosion Protection platform in North

America, the Middle East and South America over the near and medium terms. The Company plans to evaluate new technologies and services to expand the existing portfolio of technologies and services and allow for the further expansion of the Corrosion Protection platform’s geographic footprint.

The Gulf of Mexico deepwater oil and gas market is expected to provide significant opportunities for pipe coatings and pipeline thermal insulation protection over the next few years, after a five-year lull that started with the recession in 2009 and was prolonged by the BP oil spill and the subsequent diversion of investment to onshore shale oil and gas opportunities. While Bayou’s New Iberia, Louisiana plant is positioned very well for the deepwater pipe coating market, the projects are large and will be subject to risks associated with the timing of investment and execution decisions, both of which are out of Bayou’s control. Due to the inherent risks in the deepwater market, Bayou’s management has evaluated options to restructure its Louisiana operations to cost effectively meet market demand, for both onshore and offshore projects, by optimizing pipe coating activities and reducing fixed costs. As a result of the review, Aegion management made the decision to shutter two older and redundant fusion bonded epoxy coating plants and to terminate several land leases. The actions taken to right-size the cost structure at Bayou’s Louisiana facility will lower operating profit volatility and improve financial performance by significantly reducing the revenues required to break-even. The repositioning of the Bayou Louisiana facility will also include additional capital investments in the remaining coating facilities over the next two to three years to augment Bayou’s competitive position.

Mr. Gordon commented, “The Corrosion Protection platform’s consolidated leadership structure will facilitate the integration of the various sales organizations and provide more comprehensive solutions to clients. Corrpro, United Pipeline Systems, Bayou, CRTS and CCSI offer a unique portfolio of technologies and services to rehabilitate and protect pipeline assets in the oil, gas and mining markets. We believe there are significant opportunities to accelerate our growth prospects across the platform in the targeted markets of North America, the Middle East and South America.”

Energy Services Platform

This new business platform consists of Brinderson’s operations with respect to long-term maintenance contracts and other essential services including engineering, turnaround and small capital construction for the upstream and downstream oil and gas markets, primarily in California. The Energy Services platform is expected to represent more than 20 percent of Aegion’s consolidated 2014 revenues. Brinderson’s access to these important markets creates opportunities for strong top line growth and cash generation as well as increased contributions from recurring revenue sources.

“The formation of the Energy Services platform supports Aegion’s objective to expand our presence in the key upstream and downstream markets in North America,” said Mr. Gordon. “This segment of the market is expected to grow over the medium term, presenting a favorable market outlook for Brinderson’s services. Brinderson’s ability to deliver recurring revenues and profits, primarily through facility maintenance contracts, combined with margin improvement opportunities by selling other Aegion technologies, provides Aegion with a more predictable earnings outlook for sustainable growth.”

Restructuring Charges

As part of the realignment and restructuring plan, Aegion expects to record certain pre-tax charges, primarily in the third and fourth quarters of 2014. Management estimates the restructuring initiative will be completed over the next year. The estimated pre-tax charges are expected to consist of the following:


•	Cash costs of $15 to $18 million to be incurred from the fourth quarter of 2014 through the third quarter of 2015 for employee severance, extension of benefits, employment assistance programs and other costs associated with the restructuring.


•	Non-cash costs of $40 to $45 million associated with the write-down or write-off of tangible assets, including long-term assets, primarily related to (1) Insituform’s contracting activities in France,

Switzerland, India, Hong Kong, Malaysia and Singapore; (2) consolidation of the Fyfe/Fibrwrap and Insituform businesses; and (3) reconfiguring Bayou’s Louisiana facility. In addition, the Company is currently in the process of reviewing certain intangible assets, including goodwill, for the reporting units affected by the restructuring plan, which could result in future impairment charges. Management currently believes the potential range of non-cash impairment charges could be $30 to $40 million out of total value of approximately $85 million of goodwill and other intangible assets related to these reporting units. This estimate is subject to change pending the outcome of a detailed review, which is expected to be completed during the fourth quarter of 2014.

Annual Savings from the Restructuring

“We believe the announced actions position Aegion for consistent and sustainable revenue and earnings growth, reduce volatility and focus management time and attention on the markets and activities that provide the greatest opportunities for the Company,” said Mr. Gordon. “Management expects between 150 to 170 full-time positions to be eliminated as a result of the realignment out of approximately 6,000 employees at Aegion worldwide. The actions taken today will eliminate international CIPP contracting losses, streamline the sales and operations in the municipal pipeline market, realize back office savings through the combination of Fyfe/Fibrwrap and Insituform and lower fixed costs at Bayou. We expect to generate annual savings of $8 to $11 million, or $0.15 to $0.20 per diluted share, on a GAAP basis, with $0.03 to $0.04 per diluted share in anticipated savings recognized in the fourth quarter of 2014.”

Aegion’s 2014 Outlook

Several recent events have adversely affected management’s outlook for the second half of 2014 for the Energy & Mining and Commercial & Structural platforms:

•

The Company recently was informed by its clients that two large projects will not begin as expected in the fourth quarter of 2014. The first is a $34 million onshore coatings project for Bayou’s Louisiana facility announced in the second quarter of 2014. In a highly unusual development, the client suspended the entire onshore project, leaving the ultimate execution of this project in question. As a result of the indefinite suspension, the client has canceled Bayou’s anticipated pipe coating activities, effectively converting this contract for the foreseeable future to a long-term pipe storage contract. This project cancellation reduces Aegion’s June 30, 2014 reported backlog by the total contract value. The second, a sizeable pipeline rehabilitation project for the Fyfe North American business originally anticipated to begin and be completed during the fourth quarter of 2014, is now expected to start during the first half of 2015. These two projects had a significant impact on Aegion’s forecast for fourth quarter results and represent a significant portion of the reduction in the full-year 2014 non-GAAP earnings per share outlook.

•

While Brinderson’s core business is performing well in 2014, Aegion’s original non-GAAP 2014 guidance of $1.50 to $1.70 included significant contributions to revenues and profits from work in the Permian Basin and large capital projects in the upstream market, each a relatively new market for Brinderson. Those market opportunities have been slow to develop in 2014, especially in the second and third quarters of the year, because of a smaller initial award in the Permian Basin and a competitive bidding environment in the upstream large capital segment. The reduced pace of Brinderson’s entry into both areas resulted in a change in management’s expectations for 2014 performance from the mid to high end of the original earnings per share guidance range to the lower end. The full-year impact in 2014 will lower previously forecasted gross margins by 100 basis points to approximately 15 percent and will result in revenues of approximately $285 million as the strength of the downstream segment and upstream maintenance activities remain within expectations. The underperformance in these two market segments during the second half of 2014 is a contributor to the revised full-year guidance. Brinderson’s reported results in 2013 and forecasted results for 2014 are in line with Aegion’s buyer’s case analysis for the acquisition.


•	The remaining portion of the guidance reduction comes from three areas. First, Corrpro now forecasts lower gross margins in the second half of 2014 due to higher than expected cathodic protection construction

activities supporting new pipeline installations. These installation activities usually lead to higher margin engineering and inspection services in future periods, but have weakened the overall mix of revenue projected in the second half of 2014. Second, CRTS received notice that the 36-inch diameter trunk line pipe installation activities for the offshore portion of the Saudi Arabia Wasit project will cease early in the fourth quarter and restart in early 2015. Finally, the North American work typically released in the second half of the year to United Pipeline Systems through its master service agreements has been slow to materialize as key customers delay pipeline lining activities.

As a result of the above, Aegion’s full-year 2014 non-GAAP diluted earnings per share guidance is reduced to $1.27 to $1.37, inclusive of the estimated $0.03 to $0.04 per diluted share benefit from the realignment actions in the fourth quarter, but excluding all restructuring charges. In addition, management is currently conducting a further evaluation of certain legal matters, which may result in litigation reserves related to outstanding receivables. Any such litigation reserves would not be considered part of the restructuring charges discussed earlier, and are not included in this revised guidance. The revised forecast for cash flow from operating activities is $80 to $90 million, excluding the estimated cash costs associated with the restructuring charge. Return on invested capital is expected to be in the range of 6 to 7 percent.

“We previously discussed the risk factors that could impact our results in the second half of the year,” continued Mr. Gordon. “While the cancellation of the coating project and scheduling delay for the Fyfe/Fibrwrap pipeline rehabilitation project are disappointing, they are not indicative of the expected market opportunities for Bayou and the recovery underway at Fyfe’s North American business. The expansion of the Brinderson business into new geographies and the small engineering, procurement and construction capital project segment are opportunities for additional growth. Corrpro is experiencing strong demand for its services and will grow revenues in 2014. The work mix issues in 2014, which have pressured margins, should prove temporary as we regain momentum in the higher margin portions of the Corrpro business and accelerate the build-out of the Middle East market. We believe the North American market remains strong and an important source for future growth at United Pipeline Systems, despite the delays we have seen this year. Finally, our Insituform North America business has enjoyed a very successful year with strong top line growth and margin expansion.”

Aegion Well-Positioned for Future Growth

Mr. Gordon concluded, “As we look toward 2015 and beyond, we are confident this realignment best positions Aegion for future sustainable and consistent growth. Reorganizing Aegion’s businesses integrates our market-facing organization, which improves our ability to deliver comprehensive solutions to our customers, thereby enhancing the Company’s ability to grow. We are now better positioned to allocate resources for improved execution of a strong line-up of technologies and services led by Corrpro, Brinderson, Insituform North America and United Pipeline Systems, which will allow us to take advantage of strong end markets. We also will evaluate new technologies and services that complement our existing portfolio as well as review growth prospects across all platforms in targeted geographic markets. We believe these strategic actions will improve our ability to achieve Aegion’s longer term financial objectives and are in the best interest of all stakeholders.”

Conference Call

Aegion will host a conference call on October 7, 2014 beginning at 9:30 A.M. eastern daylight time.

Listen-only, Toll free: 877-312-8824

Listen-only, Toll: 408-940-3830

Confirmation Code: 15315395

About Charles R. Gordon

Mr. Gordon served as Interim Chief Executive Officer of Aegion Corporation from May 5, 2014 to October 6, 2014. Mr. Gordon served as Chief Executive Officer of Natural Systems Utilities, LLC, a distributed water infrastructure company from February 2014 to May 2014, and continues to be a member of its Board of Directors. Prior to

Natural Systems Utilities, Mr. Gordon was President and Chief Operating Officer of Nuverra Environmental Solutions, Inc. (a holding company formerly known as Heckmann Corporation that buys and builds companies in the water sector) from November 2010 until his resignation in October 2013. Mr. Gordon was President and Chief Executive Officer of Siemens Water Technologies (a business unit of Siemens AG, a world leader in products, systems and services for water and wastewater treatment for industrial, institutional and municipal customers) from 2008 to 2010. Previously, Mr. Gordon served as Executive Vice President of the Siemens Water & Wastewater Systems Group from 2005 to 2008 and as Executive Vice President of the Siemens Water & Wastewater Services and Products Group from 2003 to 2005. His past experience also includes various management positions with US Filter Corporation and Arrowhead Industrial Water, prior to the acquisition of US Filter Corporation by the Siemens family of companies in 2004. Mr. Gordon also serves on the Board of Directors of The Regional Learning Center based in Cranberry Township, Pennsylvania. Mr. Gordon previously served as a director of the Siemens Foundation until his departure from Siemens Water Technologies in November 2010.

About Aegion Corporation

Aegion Corporation is a global leader in infrastructure protection and maintenance, providing proprietary technologies and services to (i) rehabilitate and strengthen water, wastewater, energy and mining piping systems and buildings, bridges, tunnels and waterfront structures; (ii) protect against the corrosion of industrial pipelines; and (iii) utilize integrated professional services in engineering, procurement, construction, maintenance and turnaround services to a broad range of energy related industries. More information about Aegion can be found on our internet site at www.aegion.com .

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. The Company makes forward-looking statements in this news release that represent the Company’s beliefs or expectations about future events or financial performance. These forward-looking statements are based on information currently available to the Company and on management’s beliefs, assumptions, estimates or projections and are not guarantees of future events or results. When used in this document, the words “anticipate,” “estimate,” “believe,” “plan,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on February 28, 2014, and in the Company’s subsequent quarterly reports on Form 10-Q. In light of these risks, uncertainties and assumptions, the forward-looking events may not occur. In addition, the Company’s actual results may vary materially from those anticipated, estimated, suggested or projected. Except as required by law, the Company does not assume a duty to update forward-looking statements, whether as a result of new information, future events or otherwise. Investors should, however, review additional disclosures made by the Company from time to time in its periodic filings with the Securities and Exchange Commission. Please use caution and do not place reliance on forward-looking statements. All forward looking-statements made by the Company in this news release are qualified by these cautionary statements.

Aegion ^® , the Aegion ^® logo, Bayou Companies ^® , Brinderson ^® , CCSI ^™ , Corrpro ^® , CRTS ^™ , Fyfe ^® , Fibrwrap ^® , Insituform ^® and United Pipeline Systems ^® are the registered and unregistered trademarks of Aegion Corporation and its affiliates.

CONTACT :

Aegion Corporation

David A. Martin, 636-530-8000

Executive Vice President and Chief Financial Officer