8-K

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):  May 3, 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 May 5, 2014, Aegion Corporation (the “Company”) issued a press release announcing the resignation for personal reasons of its President and Chief Executive Officer, J. Joseph Burgess, effective May 3, 2014.

Mr. Burgess and the Company have entered into an agreement, dated May 3, 2014 (the “Separation Agreement”). Pursuant to the Separation Agreement and the terms of the individual award agreements, Mr. Burgess will have 90 days to exercise any stock options granted to Mr. Burgess that vested prior to May 3, 2014. All other equity-based awards granted to Mr. Burgess have been canceled. Mr. Burgess also made certain representations, warranties, covenants and agreements, including, but not limited to, releasing the Company from certain claims and causes of action and agreeing to covenants relating to confidentiality, non-solicitation, non-competition and non-disparagement as well as a two-year standstill agreement on acquisitions of the Company’s stock in excess of 5%, any participation in a proxy contest, making an offer for any transaction involving the Company, or joining a group to do any of the above.

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

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

As discussed above, effective May 3, 2014, J. Joseph Burgess resigned his positions as President and Chief Executive Officer of the Company, as well as all officer and director positions that he held with any of the Company’s subsidiaries. Mr. Burgess also resigned from the Company’s Board of Directors, which reduces the size of the Company’s Board of Directors from eight to seven.

Effective May 4, 2014, the Board of Directors named Charles R. Gordon its interim Chief Executive Officer, effective as of May 4, 2014. Mr. Gordon has been a director of the Company since 2009. In connection with Mr. Gordon’s appointment as the Company’s interim Chief Executive Officer, Mr. Gordon has resigned as a member of the Corporate Governance & Nominating Committee and the Audit Committee and has been appointed as a member of the Strategic Planning & Finance Committee. Mr. Phillip D. Wright, a director of the Company since 2011, has replaced Mr. Gordon on the Audit Committee. Mr. Gordon has not been replaced at this time on the Corporate Governance & Nominating Committee.

Mr. Gordon, 56, most recently Chief Executive Officer of Natural Systems Utilities, LLC (“Natural Systems”), a distributed water infrastructure company, has over 30 years of experience in the water and wastewater and energy and mining industries. From 2010 until 2013, Mr. Gordon was President and Chief Operating Officer of Nuverra Environmental Solutions, Inc., a company dedicated to providing comprehensive and full-cycle environmental solutions to its customers in energy and industrial end markets. From 2003 to 2010, Mr. Gordon held various positions with Siemens AG, a world leader in products, systems and services for water and wastewater treatment for industrial, institutional and municipal customers, most recently as President and Chief Executive Officer of Siemens Water Technologies. Additional information regarding Mr. Gordon’s biographical information is reported in the Company’s Proxy Statement on Schedule 14A for the fiscal year ended December 31, 2013, filed with the Securities and Exchange Commission on March 14, 2014, under the section entitled “Certain Information Concerning Director Nominees”.

On May 4, 2014, the Company entered into an agreement (the “Contractor Agreement”) with Mr. Gordon that provides for certain terms relating to his service as interim Chief Executive Officer, including, among other things: (i) compensation at a rate of $50,000 per month; (ii) eligibility to participate in the Company’s 2014 Annual Incentive Plan; (iii) provision of a vehicle and temporary housing while he is in St. Louis; and (iv) reimbursement for certain reasonable and customary expenses and medical insurance premiums.

The foregoing description of the Contractor Agreement is qualified in its entirety by reference to the Contractor Agreement, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Gordon and any other person pursuant to which he was elected as an executive officer of the Company nor are there any family relationships between any director or executive officer of the Company and Mr. Gordon. Mr. Gordon has no related party transactions pursuant to Item 404(a) of Regulation S-K.

The text of the press release dated May 5, 2014 announcing the resignation of Mr. Burgess and the appointment of Mr. Gordon is attached as Exhibit 99.1 hereto.

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

Exhibit Number	Description
10.1	Executive Separation Agreement and Release, dated May 3, 2014, filed herewith.
10.2	Independent Contractor Agreement, dated May 4, 2014, filed herewith.
99.1	Press Release of Aegion Corporation, dated May 5, 2014, announcing resignation of President and Chief Executive Officer and appointment of interim Chief Executive Officer, 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
	Senior Vice President, General Counsel
	and Chief Administrative Officer

Date: May 5, 2014

INDEX TO EXHIBITS

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

Exhibit	Description
10.1	Executive Separation Agreement and Release, dated May 3, 2014.
10.2	Independent Contractor Agreement, dated May 4, 2014.
99.1	Press Release of Aegion Corporation, dated May 5, 2014, announcing resignation of President and Chief Executive Officer and appointment of interim Chief Executive Officer.

EX-10.1

Exhibit 10.1

EXECUTIVE SEPARATION AGREEMENT AND RELEASE

THIS EXECUTIVE SEPARATION AGREEMENT AND RELEASE (the “Agreement”), by and between AEGION CORPORATION, a Delaware corporation (“Employer”), and J. JOSEPH BURGESS (“Executive”), is entered into and effective as of this 3^rd day of May 2014.

Preliminary Statement

A.Executive has voluntarily and irrevocably terminated his employment with Employer and its subsidiaries and has resigned his officer and director positions with Employer and its subsidiaries, with such termination of employment and resignation from such officer and director positions effective as of May 3, 2014 (the “Employment Termination Date”).

B.Without any admission as to fault, liability or wrongdoing, to ensure an effective and smooth transition in leadership, and to avoid the time, distractions and resource expenditures potentially associated with Executive’s departure, Employer and Executive desire to resolve all matters relating to or arising out of Executive’s employment by Employer and Executive’s resignation of his officer and director positions and the termination of Executive’s employment with Employer on the terms described below.

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

1.Termination of Executive’s Employment; Resignation by Executive from All Officer and Director Positions.

(a)Resignation from Employment with Employer and from All Officer and Director Positions. Executive has voluntarily resigned from his employment with Employer and its subsidiaries and from his officer and director positions with Employer and any of its subsidiaries as set forth in Appendix A hereto and from all positions with any employee benefit plans sponsored by Employer or any of its subsidiaries on the Employment Termination Date. These resignations were effected by means of a separate resignation letter in the form attached to this Agreement as Exhibit A, signed and delivered by Executive and accepted by Employer on the Employment Termination Date.

(b)Public Statements Regarding Separation from Employment. Executive will not directly or indirectly make any statement, comment, announcement or press release concerning his separation from employment or the entering of this Agreement that is not agreed to and reviewed in advance by Employer, other than statements made in the normal course of seeking other employment. Executive, if requested, will cooperate with and assist Employer with respect to any statement, press release and/or announcement which Employer may make concerning his employment and/or his resignation and separation from employment.

2.Termination Treated as Voluntary Resignation by Executive for All Purposes. In consideration for the representations, warranties, covenants and agreements made by Executive and contained in this Agreement, Employer will deem Executive’s resignation from his positions with Employer and its subsidiaries as a voluntary resignation by Executive for purposes of his Employment Letter, dated April 4, 2008 (the “Employment Letter”), by and between Executive and Employer, as well as for purposes of all outstanding stock option award agreements under Employer’s existing employee equity incentive plans. Executive’s rights and benefits at and after Executive’s termination of employment with Employer will be as set forth in the respective award agreements for each of these

stock option awards, except as modified with the approval of Executive to comply with Section 409A of the Internal Revenue Code of 1986, as amended. For purposes of these outstanding equity awards, the Employment Termination Date will be the date that Executive’s employment with Employer will be deemed to be terminated.

Whether or not Executive signs this Agreement, he will receive wages or other compensation for all time worked through the Employment Termination Date, accrued vacation, and any other accrued leave time which Executive is entitled to under applicable law, through the Employment Termination Date. Except as provided in this Agreement, no payment, compensation, leave time, insurance or other benefits, will be furnished or paid to Executive. Executive shall continue to be entitled to all rights of indemnification provided to officers and directors, or former officers and directors of Employer as of this date, to the same extent as other officers and directors or former officers or directors of Employer.

3.Prior Agreements Superseded; Representations and Releases.

(a)Prior Agreements, Practices, Policies and Procedures Regarding Severance or Separation Benefits Superseded. Executive agrees that the Employment Letter, and any other agreement between Employer and Executive with respect to severance or separation payments, is terminated as of the Employment Termination Date and any such agreement or any other severance practice, policy or procedure of Employer is superseded in its entirety by the terms of this Agreement in all respects. Executive will have no further rights, and Employer will have no further obligations, under any such agreement, practice, policy or procedure. Notwithstanding anything contained herein to the contrary, this Agreement shall not supersede or affect any confidentiality, non-solicitation, non-competition or invention assignment agreements between Executive and Employer, or any outstanding stock option equity award agreements between Executive and Employer.

(b)Representations. Executive represents and warrants to Employer that (i) Executive (A) has not filed any suit, action, claim, allegation or other proceeding at law or in equity, before any court, governmental agency, arbitration panel or other forum of any nature (an “Action”) with respect to the matters released below or (B) will not prosecute, and will immediately dismiss with prejudice, any pending Action with respect to the matters released below; (ii) Executive has not assigned to any other person or entity any right(s) or claim(s) Executive may have against Employer; and (iii) in deciding to execute this Agreement (A) no fact, evidence, event or transaction currently unknown to Executive, but which may hereinafter become known to Executive, shall affect in any way or any manner the final or unconditional nature of this Agreement; (B) Executive’s execution of this Agreement is a knowing and voluntary act on Executive’s part; (C) Executive has been provided with a reasonable and adequate period of time to consider this Agreement and consult with his attorneys and advisors concerning this Agreement before signing it; and (D) Executive has not been promised anything or provided any consideration for entering into this Agreement that is not specified in this Agreement. In addition, Executive hereby represents and warrants that, to the best of his knowledge, Executive has disclosed to Employer’s Board of Directors, on or prior to the Employment Termination Date, any material violation of federal, state, foreign or local criminal law or regulation that is applicable to Employer, any threatened or pending federal, state, foreign or local governmental criminal investigation against Employer and any practice or policy of Employer that may be unlawful under applicable federal, state, foreign or local criminal law.

(c)Waiver and Release. Executive hereby releases, gives up and waives any and all known and unknown rights, causes of action, lawsuits and claims for liability Executive may now or in the future have against any of the Employer Parties (defined below) in any way arising out of, based upon or relating to (i) Executive’s employment with Employer or any of its subsidiaries, or the termination of or resignation from such employment, (ii) any promise, policy, agreement, action or conduct of any of the Employer Parties to date, or (iii) any fact occurring prior to this date. Executive acknowledges that this means that, among other claims, Executive is releasing the Employer Parties from and may not bring claims against any of them under (i) Title VII of the Civil Rights Act of 1964 or Sections 1981 and 1983 of the Civil Rights Act of 1866, which prohibit discrimination based on race, color, national origin, ancestry, religion, or sex; (ii) the Age Discrimination in Employment Act, which prohibits discrimination based on age; (iii) the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; (iv) the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; (v) the WARN Act, which requires that advance notice be

given of certain workforce reductions; (vi) the Employee Retirement Income Security Act, which among other things, protects employee benefits; (vii) the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; (viii) the Sarbanes-Oxley Act of 2002, which, among other things, provides “whistleblower” protection; (ix) the National Labor Relations Act; (x) the Missouri Human Rights Act; (xi) the Missouri Service Letter Statute; (xii) any applicable federal, state or local law prohibiting any form of discrimination or retaliation; (xiii) any law prohibiting retaliation based on exercise by Executive of rights under any law providing “whistleblower” protection, providing workers’ compensation benefits, protecting union activity, mandating leaves of absence, prohibiting discrimination based on veteran status or military service, restricting an employer’s right to terminate employees or otherwise regulating employment, (xiv) any claim of slander, defamation, infliction of emotional distress, invasion of privacy or violation of privacy rights; and (xv) any law or decision enforcing express or implied employment contracts, requiring an employer to deal with employees fairly or in good faith, providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims, and any other law or decision relating to salary, commission, compensation, benefits, and other matters. Except to the extent provided otherwise elsewhere in this Agreement, Executive further hereby releases, gives up and waives any and all rights and claims Executive had, has or will have to any bonus or payment under any bonus or incentive plan or program of Employer, including, among others, Employer’s 2014 Annual Incentive Plan and Employer’s Long-Term Incentive Plan for any plan periods not yet completed, and also hereby surrenders to Employer, as of the Employment Termination Date, any restricted stock and performance share unit awards outstanding as of the Employment Termination Date and stock options that have not yet become exercisable at the Employment Termination Date. Executive specifically represents that Executive has not been treated adversely on account of age, race, national origin or gender, or in retaliation for exercising any legal rights or reporting any alleged violation of law, nor has Executive otherwise been treated wrongfully in connection with Executive’s employment with Employer or Executive’s separation from employment and that he has no claim under the Age Discrimination in Employment Act, or any other federal, state or local law, decision, order or regulation concerning discrimination or retaliation. Executive is not eligible for severance under any agreement, severance plan, program, policy or arrangement of Employer or any of its subsidiaries or affiliates and Executive specifically waives any right Executive may have to receive benefits under any such agreement, severance plan, program, policy or arrangement. Executive acknowledges that Employer relied on the representations and promises in this Agreement in agreeing to enter into this Agreement and to continue the stock option equity awards in accordance with their respective award agreements as described in Section 2. Executive understands that Executive is releasing claims for events that have occurred prior to Executive’s signing this Agreement that Executive may not know about. Notwithstanding anything contained herein to the contrary, this release does not include (and Executive does not release) claims arising after the date Executive signs this Agreement, claims for vested benefits under any Employer benefit plan based upon Executive’s service until and ending on the Employment Termination Date, any claim for breach of this Agreement or any stock option equity award agreement, or any pending claims for workers compensation that have already been filed or for on-the-job injuries that have already been reported. In addition, Executive understands that by signing this Agreement Executive waives and gives up, among other claims, the right to file a lawsuit seeking monetary damages from the Employer Parties for discrimination claims, but that this Agreement and release does not prohibit Executive from making an administrative complaint of employment discrimination against any of the Employer Parties with a governing federal, state or local agency (although it would preclude and right to any recovery with respect to any such charge).

For purposes of this Agreement, the term “Employer Parties” means (1) Employer and any of its present or former direct or indirect subsidiaries, affiliates, and any joint venture or other entity in which Employer or any such entity has or had any ownership interest, (2) any employee benefit plans or trusts sponsored, established or maintained by Employer or any other entity described in (1) above, (3) the present and former directors, officers, employees, agents, administrators, trustees and fiduciaries of each entity described in (1) or (2) above, and (4) the respective insurers, successors and assigns of each person or entity described in (1), (2) or (3) above.

(d) Nature of Release. It is expressly understood and agreed that this Agreement is intended to cover and does cover not only all known losses and damages but any future losses and damages not now known or anticipated but which may later develop or be discovered, including the effects and consequences thereof. It is

further expressly understood and agreed that this Agreement may be pleaded as a counterclaim to or as a defense in bar or abatement of any action taken by or on behalf of Executive. Executive agrees that neither this Agreement nor performance hereunder constitutes or should be construed as an admission by Employer or any of the Employer Parties of any fault, liability, wrongdoing, or violation of any Employer policy, any federal, state, foreign or local law or regulation, common law, or any breach of any contract or any other wrongdoing of any type, all of which are expressly denied by Employer.

4.Covenant Not To Sue; Indemnification. Executive agrees not to enter into any suit, action or other proceeding at law or in equity (including administrative actions), or to prosecute further any existing suit or action that might presently exist, or to make any claim or demand of any kind or nature against any of the Employer Parties, in any such case asserting any claim released by Executive by Section 3(c) of this Agreement. If Executive enters into any such suit, action or other proceeding in violation of this Section 4, Executive shall indemnify, defend and hold Employer and/or the Employer Parties harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, action, suits, costs, expenses and disbursements (including attorneys’ fees and expenses and court costs whether or not litigation is commenced and, if litigation is commenced, during all trial and appellate phases of such litigation) of any kind and nature whatsoever which may be imposed on, incurred by or asserted against any such person in any way relating to, arising out of, connected with or resulting from such actions, including any of the matters released hereunder.

5.Restrictive Covenants.

(a)Confidentiality. Executive acknowledges that, as an executive of Employer, he has had access to confidential, proprietary and trade secret information of Employer. In addition, Executive acknowledges the competitive nature of Employer’s business and agrees and reaffirms that any information that is not public (by lawful means) or otherwise readily accessible by the public through lawful means acquired by Executive regarding Employer’s business, its finances, costs, pricing, contracts, customers, prospects, plans, products, manufacturing methods, technology, legal proceedings, personnel, directors and officers (whether or not such information is marked confidential) shall be considered Employer’s confidential information. In furtherance and not limitation of any prior agreements, to the extent that any of the following is not public (by lawful means) or otherwise readily accessible by the public through lawful means regarding confidentiality, Executive agrees not to disclose to anyone (other than Employer), or use for Executive’s benefit or the benefit of any other person (other than Employer), any trade secrets, marketing documents or information, financial statements, reports, salary information, product cost or price information, technical information, financial information, manufacturing methods, technology, any information relating to customers, production, prospects, bids, proposals or sales or any other information acquired by Executive regarding Employer or its business, directors, officers and employees (whether or not such information is marked confidential). With respect to this covenant, Executive agrees to allow a representative of Employer access to his personal computers for purposes of removing any Employer-owned or licensed software and any Employer files from such computers; such access shall occur under the supervision of a representative of Executive within seven (7) days of the date of this Agreement. Furthermore, Executive agrees to immediately return to Employer all Employer property and any information (including any copies thereof, electronic or otherwise) that Executive has received, prepared or helped to prepare during the course of Executive’s employment with Employer. On or before the Employment Termination Date, Executive agrees to return any Employer-owned personal mobile device, laptop and other related equipment that had been provided by Employer for Executive’s use.

(b)Non-Solicitation. In furtherance and not limitation of any prior agreement between Executive and Employer with respect to non-solicitation matters, Executive acknowledges and agrees that, during the period from the Employment Termination Date through and ending two years thereafter: (1) Executive will not directly or indirectly recruit any employee, sales representative or other personnel of Employer or any of its subsidiaries or affiliates (other than secretarial, custodial and clerical employees) to work for another company or business; nor will Executive assist anyone else in recruiting or hiring any such employee to work for another company or business or discuss with any such person his or her leaving the employ of Employer or any of its subsidiaries or affiliates to engage in a business activity in competition with Employer or any of its subsidiaries or affiliates; and (2) Executive will not directly or indirectly (i) solicit or encourage any person, firm, corporation or

other business entity to cease doing business, or reduce the level of business that could be done, with Employer or any of its subsidiaries or affiliates, or discuss doing so with any such person, firm, corporation or entity; or (ii) take away or procure for the benefit of any competitor of Employer or any of its subsidiaries or affiliates, any business of the type provided by or competitive with a product or service offered by Employer or any of its subsidiaries or affiliates.

(c)Non-Compete. In furtherance and not limitation of any prior agreement between Executive and Employer with respect to non-compete matters, Executive agrees that during the period from the Employment Termination Date through and ending two years thereafter, Executive will not act as a consultant, advisor, independent contractor, officer, manager, employee, principal, agent, director or trustee of, or provide any services or advice to, any corporation, partnership, limited liability company, association person or other entity that was or is engaged in a Competing Business anywhere in the world, engage in a Competing Business anywhere in the world, or directly or indirectly own more than one percent (1%) of the outstanding equity of any such entity which is engaged in a Competing Business anywhere in the world. For purposes of this Section 5(c), a “Competing Business” is any business that competes with (or offers or markets any products or services of a type marketed by or competitive with) any products or services marketed by Employer or any of its subsidiaries or affiliates, including but not limited to the businesses described on Appendix B attached hereto and incorporated herein by reference. Executive acknowledges that Employer and its subsidiaries and affiliates do business throughout the world.

(d)Standstill. In recognition of Executive’s unique position with Employer and Executive’s access to confidential information regarding Employer, Executive agrees that from the Employment Termination Date through the second anniversary of the Employment Termination Date, Executive will not (i) acquire, offer to acquire, or agree to acquire, directly or indirectly by purchase or otherwise, in excess of five percent (5%) of the voting securities or direct or indirect right to acquire in excess of five (5%) of the voting securities of Employer; (ii) make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules and regulations of the Securities and Exchange Commission), or seek to advise or influence any person or entity with respect to the voting of any voting securities of Employer; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving Employer or any of its securities or assets; (iv) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with any of the foregoing actions; or (v) request that Employer, directly or indirectly, amend or waive any provisions of this Section 5(d).

(e)Equitable Relief. Executive acknowledges and agrees that (i) any breach of this Agreement by Executive, including any breach of the terms of this Section 5, will cause Employer irreparable injury and damage, (ii) the provisions of this Agreement are necessarily of a special, unique and extraordinary nature and (iii) if Executive breaches or threatens to breach any such provisions, Employer shall be entitled, in addition to any other remedies and damages Employer could recover as a result of any such breach, to obtain equitable relief, including restraining orders or injunctions, both temporary and permanent, in order to prevent future violation thereof by Executive or any person with whom Executive may be affiliated. Further, Executive waives any requirement for Employer to post a bond in connection with any action relating to this Agreement.

(f)Existing Obligations. Executive agrees to remain bound by and to comply with, and reaffirms Executive’s obligations under, any agreement or policy relating to confidential information, invention, non-solicitation, non-competition or similar matters to which Executive is now subject, and any award agreements, notwithstanding Executive’s voluntary resignation of employment with Employer or any conduct occurring prior to this date. The covenants and agreements set out in this Section 5 above are in addition to, and do not in any way cancel or supersede, any of such obligations or agreements.

(g)Survival. The provisions of this Section 5 shall survive any termination of this Agreement.

(h) Reformation. To the extent that any covenant set forth in this Section 5 shall be determined to be invalid or unenforceable in any respect or to any extent, the covenant shall not be rendered invalid, but instead shall be automatically amended for such lesser term or to such lesser extent, or in such other degree, as

may grant Employer the maximum protection and restrictions on Executive’s activities permitted by applicable law in such circumstances.

6.Non-Disparagement; Non-Contact; No Re-Employment.

(a)Non-Disparagement. Executive agrees to conduct himself in a professional and positive manner in all of his dealings, communications and contacts concerning Employer, his employment with Employer or his separation from employment with Employer. Executive agrees not to denigrate, disparage, or make any derogatory or negative statements about Employer or its subsidiaries or affiliates or any of their respective present or former directors, officers, or employees. In particular, Executive agrees not to make any derogatory or negative statements about Employer (including any subsidiaries or affiliates), its business plans, policies and practices, or about any of its present or former officers, directors, or employees to customers, competitors, suppliers, employees, former employees, members of the public (including but not limited to in any internet publication, posting, message board, blog or the like), members of the media, or any other person, nor shall Executive take any action to harm or adversely affect the reputation or goodwill of Employer. Nothing in this Section 6(a) shall prevent Executive from giving truthful testimony or information to law enforcement entities, administrative agencies or courts or in any other legal proceedings as required by law, including but not limited to assisting in the prosecution of claims not released by this Agreement or assisting in an investigation or proceeding brought by any governmental or regulatory body.

(b)Non-Contact.During the period from the Employment Termination Date through the second anniversary of the Employment Termination Date, Executive shall not communicate with (including in response to any communications initiated by others) or contact any directors, employees or joint venture partners of the Employer or any of its subsidiaries or affiliates as of the date of this Agreement; provided, however, that the prohibition set for in this Section 6(b) shall not apply to communications between Executive and the Company’s Chairman of the Board or General Counsel.

(c) No Re-Employment.Executive will never apply for or seek employment with Employer or any of its subsidiaries or affiliates, or be employed by any such entity, and agrees that Employer or such subsidiary or affiliate may refuse to employ him (or, if he has already been employed, dismiss him following discovery of that fact) without liability.

7.Legal Proceedings. Executive agrees to cooperate with Employer or any of its subsidiaries or affiliates and their legal counsel, and to furnish any and all complete and truthful information, testimony or affidavits, in connection with any matter that arose during his employment with Employer, or in connection with any litigation, governmental proceeding or investigation, arbitration or claim, that in any way relates to the business or operations of Employer or of any of its subsidiaries or affiliates, or of which Executive may have any knowledge or involvement. Executive will make his best efforts to consult with and provide information to Employer or any of its subsidiaries or affiliates and their legal counsel concerning all such matters, and appear as and when requested to provide any such information, assistance or testimony on reasonable notice. The parties will make their best efforts to have such cooperation performed at reasonable times and places and in a manner as not to unreasonably interfere with any other employment or other business activity in which Executive may then be engaged. Nothing in this Agreement shall be construed or interpreted as requiring Executive to provide any testimony, sworn statement or declaration that is not complete and truthful. If Employer or any of its subsidiaries or affiliates requires Executive to travel outside the metropolitan area in the United States where he then resides to provide any testimony or otherwise provide any such assistance, then Employer agrees to reimburse Executive for any reasonable, customary and necessary travel and lodging expenses incurred by Executive to do so provided Executive submits all documentation required under Employer’s reimbursement policies and as otherwise may be required to satisfy any requirements under applicable tax laws for Employer to deduct those expenses. Nothing in this Agreement shall prevent Executive from giving truthful testimony or information to law enforcement entities, administrative agencies or courts or in any legal proceedings as required by law, including, but not limited to, assisting in an investigation or proceeding brought by any governmental or regulatory body or official related to alleged violations of any law relating to fraud or any rule or regulation of the Securities and Exchange Commission.

8.General Provisions.

(a)Entire Agreement. This Agreement incorporates by this reference the Preliminary Statement hereto. Each party represents and warrants that any facts relating to such party that are contained in the Preliminary Statement are true. This Agreement and any agreement, instrument or document to be executed in connection herewith (as referenced herein) contain the parties’ entire understanding and agreement with respect to the subject matter hereof (the termination of Executive’s employment and directorships with Employer and its subsidiaries and affiliates and the treatment of the outstanding equity awards currently held by Executive and the release of any potential related claims). Any discussions, agreements, promises, representations, warranties or statements between the parties or their representatives (whether or not conflicting or inconsistent) that are not expressly contained or incorporated herein shall be null and void and are merged into this Agreement, except that any confidentiality agreement, non-solicitation agreement, non-competition agreement, invention assignment, equity award agreement or other agreement between Employer and Executive, expressly covering a party’s rights after termination of employment, shall remain in full force and effect, in accordance with its terms, after the execution of this Agreement, except to the extent specified in this Agreement

(b)Modification, Amendment and Waiver. Neither this Agreement, nor any part hereof, may be modified or amended orally, by trade usage or by course of conduct or dealing, but only by and pursuant to an instrument in writing duly executed and delivered by the party sought to be charged therewith. No covenant or condition of this Agreement can be waived, except by the written consent of the party entitled to receive the benefit thereof. Forbearance or indulgence by a party in any regard whatsoever shall not constitute a waiver of a covenant or condition to be performed by the other party to which the same may apply, and, until complete performance by such other party of such covenant or condition, the party entitled to receive the benefit thereof shall be entitled to invoke any remedy available to it under this Agreement, at law, in equity, by statute or otherwise, despite such forbearance or indulgence.

(c)Successors, Assigns and Third Party Beneficiaries. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns and is freely assignable by Employer. Except as expressly provided herein, neither this Agreement nor any rights hereunder may be assigned or transferred, and no duties may be delegated, by any party hereto without the prior written consent of the other party hereto. Each subsidiary or affiliate of Employer (and their predecessors, successors and assigns) shall be a third-party beneficiary of this Agreement, as if such subsidiary or affiliate was the “Employer” hereunder.

(d)Construction. This Agreement shall not be construed more strictly against one party than against another party merely by virtue of the fact that this Agreement may have been physically prepared by such party, or such party’s counsel, it being agreed that all parties, and their respective counsel, have mutually participated in the negotiation and preparation of this Agreement. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular and vice versa; (ii) references to any person include such person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; (iii) references to one gender include all genders; (iv) “including” is not limiting; (v) “or” has the inclusive meaning represented by the phrase “and/or”; (vi) the words “hereof”, “herein”, “hereby”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (vii) article, section, subsection, clause, exhibit and schedule references are to this Agreement unless otherwise specified; (viii) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; and (ix) general or specific references to any law means such law as amended, modified, codified or re-enacted, in whole or in part, and in effect from time to time.

(e)Governing Law. This Agreement is deemed to have been entered into and accepted in the State of Missouri, and all questions with respect to the formation and construction of this Agreement, and the rights and obligations of the parties hereto, shall be governed by and determined in accordance with the laws of the State of Missouri, which are applicable to agreements entered into and performed entirely within such State, without

giving effect to the choice or conflicts of law provisions thereof. Each of Employer and Executive hereby agree that all claims, actions, suits and proceedings between the parties hereto relating to this Agreement may be filed, tried and litigated in the Circuit Court of Saint Louis County, Missouri or (if federal jurisdiction exists) the United States District Court for the Eastern District of Missouri. In connection with the foregoing, the parties hereto consent to the jurisdiction and venue of such courts and expressly waive any claims or defenses of lack of personal jurisdiction of or proper venue by such courts, and any claim that either such forum is not a convenient or not the most convenient forum. In the event of a breach of this Agreement, the breaching party agrees to pay all costs of enforcement and collection of any and all remedies and damages, including reasonable attorneys’ fees.

(f)Severability. If any Section (or part thereof) of this Agreement is found by a court of competent jurisdiction to be contrary to, prohibited by or invalid under any applicable law, such court may modify such Section (or part thereof) so, as modified, such Section (or part thereof) will be enforceable and will to the maximum extent possible comply with the apparent intent of the parties in drafting such Section (or part thereof). No such modification or omission of a Section (or part thereof) shall in any way affect or impair such Section (or part thereof) in any other jurisdiction.

(g)Captions. The captions, headings and titles of the various Sections of this Agreement are for convenience of reference only, and shall not be deemed or construed to limit or expand the substantive provisions of such Sections.

(h)Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which together shall constitute a single agreement. A facsimile signature is as good as an original.

9.Execution and Delivery. This Agreement was presented to Executive on April 30, 2014. Executive has been advised to take this Agreement home, read it, and carefully consider all of its provisions before signing it and consult with an attorney or attorneys of his choice. Executive will have until noon, Central Daylight Time, on May 3, 2014 to consider, sign and return this Agreement to David F. Morris, Aegion Corporation, 17988 Edison Avenue, St. Louis, Missouri 63005, e-mail: dmorris@aegion.com. If Executive fails to return this Agreement on a timely basis, this Agreement shall be null, void and of no force or effect with respect to either Executive or Employer.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement on the day, month and year written below.

EXECUTIVE:	EMPLOYER:
	AEGION CORPORATION.
/s/ J. Joseph Burgess	By: /s/ David F. Morris
Name: J. Joseph Burgess	Name: David F. Morris
	Title: Senior Vice President, Chief Administrative Officer and General Counsel
Date: May 3, 2014	Date: May 4, 2014

Appendix A

Offices and Directorships of J. Joseph Burgess

With Aegion Corporation Subsidiaries

Company	Jurisdiction of Incorporation	Offices and Directorships
Affholder, Inc.	Missouri	Director
Brinderson Constructors, Inc.	California	Director
Brinderson Holdings, Inc.	Delaware	Director
Brinderson Services, LLC	Delaware	Manager
Commercial Coating Services International, LLC	Texas	Manager
Corrpro Canada Holdings, Inc.	Delaware	Director
Corrpro Canada, Inc.	Alberta, Canada	Director
Corrpro Companies International, Inc.	Nevada	Director
Corrpro Companies, Inc.	Ohio	Director
Corrpro Holdings, LLC	Delaware	Manager
CRTS, Inc.	Oklahoma	Director
Energy & Mining Holding Company, LLC	Delaware	Manager
Fibrwrap Construction Services, Inc.	Delaware	Director
Fibrwrap Construction Services, Ltd.	British Columbia, Canada	Director
Fibrwrap Construction Services USA, Inc.	Delaware	Director
Fyfe Co., LLC	Delaware	Manager
General Energy Services, Inc.	California	Director
Hartcotec de Mexico S.A. de C.V.	Mexico	Director
INA Acquisition Corp.	Delaware	Director, President and CEO
Infrastructure Group Holdings, LLC	Delaware	Manager
Insituform Technologies USA, LLC	Delaware	Manager
Insituform Technologies, LLC	Delaware	Manager
ITI International Services, Inc.	Delaware	Director, President and CEO
Kinsel Industries, Inc.	Texas	Director
Mississippi Textiles Corporation	Mississippi	Director
Ocean City Research Corporation	New Jersey	Director
Specialized Fabrics, LLC	Washington	Manager
The Bayou Companies, LLC	Delaware	Manager
United Pipeline Middle East, Inc.	Delaware	Director
United Pipeline Systems, Inc.	Nevada	Director
United Pipeline Systems International, Inc.	Delaware	Director

Appendix B

Descriptions of Competing Business

A “Competing Business” for purposes of Section 5(c) of this Agreement includes but is not limited to the following:

(a) a business that provides products and/or services for the trenchless rehabilitation of sewers, pipelines and other conduits using a tube or liner and provides such products and/or services to the sewer, water or energy and mining infrastructure markets;

(b) a business that develops, produces, sells and installs glass and fiber reinforced polymer composite systems for infrastructure projects and assesses the condition of such infrastructure for strengthening with glass and fiber reinforced polymer composite systems or a system, service or product that is an alternative to the same;

(c) a business that provides corrosion control services and products including, but not limited to:

1. Cathodic protection and corrosion monitoring services and materials, including construction and installation;

2. Corrosion prevention engineering and consulting services for a wide variety of applications such as storage tanks, energy, environmental and infrastructure;

3. Nondestructive testing;

4. Coatings services, including application, consulting, engineering, failure analysis, inspection, instrument sales, materials selection, project management, research, software development or sale, stray current control, testing and training;

5. Pipeline integrity services;

6. Pipeline surveys;

7. Anodic protection;

8. Development and sale of corrosion control related software or interpreting and managing corrosion control related data and assessing risk;

9. Remote monitoring;

10. Corrosion related research, testing and analysis;

11. Manufacture and supply of anodes and other corrosion control materials;

12. Assembly and/or supply of materials used in such applications; and

13. Corrosion control contract and construction management services.

(d) a business that installs anti-abrasion and/or anticorrosion products and services for the lining of new and existing pipelines and passageways for industrial, mineral, oil and gas piping systems;

(e) a business that provides:

1. Pipeline protection services such as the application of corrosion coatings to field girth welds, both externally and internally, and robotic inspection of internally coated field joints;

2. Custom field coating of fillings, bends, headers and a wide range of other pipeline appurtenances; and

3. Engineering and technology services in the manufacture and supply of coating plants for epoxy coat pipe and rebar by customers.

(f) a business that provides anti-abrasion, anticorrosion protection and/or flow efficiency coatings to pipes or pipeline systems used in the transportation of natural gas, oil and gas, which include, but are not limited to:

1. Fusion bond epoxy (FBE) coating, internal diameter (ID) coating, concrete weight coating, thermal spray aluminum, C-therm polyurethane foam, fluid joint and insulating coating;

2. Anode installation; and

3. Handling, loading and project management and ancillary services.

(g) a business that provides custom coating and field joint coating of pipe, fabrications, valves, bends, fittings and other pipeline appurtenances used in the transportation of natural gas, oil and gas and which includes but is not limited to fusion bond epoxy (FBE), epoxy, ureathane and other polymer coating; and/or

(h) a business that provides maintenance, construction, engineering, design and/or turnaround services for the upstream and/or downstream oil and/or gas markets.

EXHIBIT A

FORM OF RESIGNATION LETTER

May 3, 2014

Board of Directors

Aegion Corporation

17988 Edison Avenue

Chesterfield, Missouri 63005-1195

Ladies and Gentlemen:

Effective immediately, I hereby terminate my employment with the Company and resign as President and Chief Executive Officer and director of Aegion Corporation (the “Company”). I also resign, effective immediately, from the offices and directorships (or similar positions) of the Company’s subsidiaries and affiliates as listed on Appendix A to the Executive Severance and Release Agreement dated May 3, 2014 by and between the Company and me and incorporated by reference herein.

Very truly yours,

J. Joseph Burgess

APPROVED AND ACCEPTED:

__________________________________

Alfred L. Woods

Chairman of the Board

EX-10.2

Exhibit 10.2

May 4, 2014

Mr. Charles R. Gordon

104 Audubon Road

Sewickley, PA 15143

Re:Appointment As Acting Chief Executive Officer

Dear Chuck:

As you are aware, due to the departure of its current Chief Executive Officer, Aegion Corporation (“Aegion”) is in need of the services of an experienced executive to fill this role on a temporary and interim basis until a search can be conducted and a successor identified and hired, and has approached you about serving in that role as an independent consultant. This letter sets out and confirms our understandings and agreements concerning your engagement as an independent contractor and consultant to fill this role. The understandings and agreements concerning this engagement are as follows:

1.Independent Consultant Engagement. Aegion contracts with you as an independent contractor and consultant to provide the services hereinafter described, and you agree to that engagement, upon and subject to the terms of this letter agreement (“Agreement”).

2.Services. (a) You are engaged as an independent consultant on a temporary and interim basis to function as Acting Chief Executive of Aegion, and to provide such management, consulting and executive services (“Services”), as Aegion may direct through its Board. In that capacity, you will be responsible for providing management and direction as to the day to day operations of Aegion and its subsidiaries and affiliated businesses under and pursuant to a relationship of trust and confidence, subject in all cases to the direction and control of the Board of Directors of Aegion. You will provide recommendations as a consultant regarding the strategic direction and structure of the organization. Your reporting obligations will be established from time to time by the Board of Directors.

(b)You will at all times conscientiously perform and carry out the Services to the best of your ability and experience, using your best efforts, in accordance with applicable state and federal laws and regulations and good ethical business and marketing requirements and standards. You will comply with all laws that relate to anti-corruption, bribery, legal ethics, lobbying, kickbacks, or similar matters that are applicable to your duties or services in connection with this Agreement, and you will be expected to enforce, comply with and abide by any policies and codes of conduct of Aegion. You also will sign and agree to the terms of Confidentiality, Work Product and Non-Competition Agreement of the type required to be signed by officers of Aegion, adapted for your independent contractor status.

(c)You will perform and provide the Services as and to the extent required at such times and in such a manner as you consider appropriate using such supplies and equipment of your own (and at your cost) that you consider necessary; provided that, for security and confidentiality reasons, Aegion will provide you during your engagement with the use of an Aegion-owned computer to use in connection with the performance of the Services and with incidental clerical assistance as needed.

(d)You will have control over your work, how to carry out the function, the amount of time you devote to the role, and the manner in which it is performed; provided, however, that you shall dedicate such reasonable time as you and the Board consider necessary to carry out your responsibilities and provide the Services. Because you are an independent consultant, it is understood that you may (and have a right to) serve as a consultant or employee for another business. You may engage in such activities provided such engagement does not violate any agreement you sign with Aegion or create a conflict of interest or an appearance of a conflict of interest with your Services and role under this Agreement, and provided you give priority to this assignment as Acting Chief Executive Officer.

3.Term. Your engagement under this Agreement is a temporary one, for no definite duration or term. Aegion has a right to terminate this engagement at any time on written notice to you. You have a right to terminate this engagement at any time on 60 days’ written notice to Aegion. Upon termination of this engagement, you will return all property and written and electronically-stored files, documents and information of Aegion and its subsidiaries and affiliates in your possession, and only will be entitled to receive any contractual compensation accrued but unpaid for services rendered through and ending the date of termination, and any authorized and reimbursable expenses previously incurred.

Although you will remain a Board member during the term of this engagement, you will not attend or participate in any meeting concerning, or vote on, any matter concerning your engagement or performance, and you waive any right to do so and any right to receive notice of any such meeting or vote.

4.Contractual Compensation and Reimbursement of Expenses, No Benefits. (a) During the time you are engaged and serving as Acting Chief Executive, for the Services rendered in accordance with this Agreement:

(1)You will be compensated for your services in accordance with this Agreement at a monthly rate of Fifty Thousand Dollars ($50,000) (pro-rated for any partial month), payable on the last business day of each month.

(2)You will be eligible to earn a bonus for calendar year 2014 based on actual corporate financial performance 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, but with a target bonus of $600,000 and a maximum bonus opportunity of up to $1.2 million (each as based on scale in the 2014 AIP and each pro-rated for the portion of the year you serve as Acting Chief Executive).

(3)Aegion will pay to you, within 30 days of submission of proof of payment, an amount equal to the verified cost you incurred to pay for COBRA continuation coverage during the term of this Agreement for coverage for you and your family under the group health insurance plan in which you currently participate.

(4)You will be reimbursed for the documented cost of travel (one time per week) between your current residence in Pennsylvania and Chesterfield, Missouri (business class if available).

(5)You will receive a housing allowance, the amount to be established by the Compensation Committee of the Board after consultation with you, based on the cost of an executive apartment in the St. Louis metropolitan area.

(6)You will be reimbursed for the documented cost of renting, in St. Louis, Missouri, a non-luxury vehicle commensurate with your status.

(7)You will be entitled to reimbursement for documented reasonable, ordinary and necessary travel-related and other expenses incurred in connection with the business of Aegion, provided you submit the same type of documentation and information as is required by Aegion under its corporate travel and business expense reimbursement policies.

(b)All reimbursements also will be subject to substantiation in accordance with Aegion’s reimbursement policies.

(c)The only compensation you will receive for your services as a consultant is the right to receive payments described in paragraph 4(a) above. Taxes shall not be withheld from payments made to you. You will be responsible for paying all taxes associated with the payments made to you under this Agreement.

(d)You are not entitled (and specifically waive any right) to any benefits, benefit plans, rights or policies applicable or offered or available to any employees of Aegion or any of its subsidiaries or affiliates, including but not limited to worker’s compensation, unemployment insurance, incentive, bonus, health insurance, life insurance, profit sharing or pension, vacation, disability benefits, paid days off or sick leave. Nothing contained in this Agreement shall be construed to entitle you to participate in any benefit program or plan of any nature whatsoever that Aegion or any such entity provides for its employees, even if a Court, Agency or Tribunal re-classifies you as an employee.

5.Independent Contractor Relationship. The arrangement contemplated by this Agreement is one of an independent contractor and consultant on a temporary basis, and does not create, nor is it intended to create, any employment relationship between Aegion and you. In fact, it is the essence of this Agreement that you are a self-employed independent contractor and consultant, and that the relationship between you and Aegion is that of an independent contractor. Any contrary final determination by any Board, Tribunal, Agency, or Court of competent jurisdiction shall require the amendment of this Agreement (and the parties hereto agree that this Agreement shall automatically be amended) in any way necessary to establish and create an independent contractor relationship.

6.Payment of Taxes. You acknowledge that all payments made hereunder shall have been earned by reason of services provided by you and, accordingly, you agree to report such payments as ordinary income on your federal and state income tax returns. Aegion and you further acknowledge and agree that Aegion shall not be required to withhold, nor shall Aegion withhold, any federal or state income, social security, unemployment or other taxes or similar payments from the amounts payable to you hereunder. You shall be fully and solely responsible for all taxes (including, but not limited to, federal, state and local income taxes, FICA, FUTA, workers’ compensation and unemployment insurance taxes) related to the performance of your services pursuant to this Agreement, and shall timely make all appropriate governmental filings and timely pay all taxes, fees and charges, consistent with your status as an independent contractor. You shall defend, indemnify and hold harmless Aegion and its affiliates and their respective officers, directors, shareholders, employees and agents from all actions, claims, damages, demands, losses, liabilities, causes of action, costs and expenses, including attorneys’ fees, of any kind arising out of or related to your failure to make timely filings or timely payments of any amounts due to such governmental agencies or units.

7.Confidential Information. You will receive Confidential Information (defined below) by reason of your performance of this Agreement under a relationship of trust and confidence. In addition to any other contractual obligations, you will maintain the secrecy and confidentiality of all Confidential Information, and never use any Confidential Information (other than for the benefit of Aegion in the course of providing services) or reveal or disclose to any of the same to others. The term “Confidential Information” shall mean any and all information concerning the business and operations of Aegion and/or any subsidiary or affiliate of Aegion that is not publicly known, including but not limited to information concerning trade secrets, business and marketing strategies, costs, expenses, revenues (broken down in segments not publicly disclosed), pricing strategies, margins, positioning strategies, customers, business plans, and litigation. Notwithstanding the foregoing, Confidential Information shall not include information which was or becomes publicly known without disclosure by you, or which was or is acquired by you from a third party who is not in breach of any confidentiality agreement with Aegion.

8.Governing Law. This Agreement is accepted in St. Louis, Missouri and shall be governed by and construed in accordance with the internal laws of the State of Missouri, without regard to its conflict of laws principles. The parties hereto hereby agree that all claims, actions, suits and proceedings between the parties hereto relating to this Agreement shall be filed, tried and litigated only in the Circuit Court of Saint Louis County, Missouri or the United States District Court for the Eastern District of Missouri, which shall be the exclusive forums for such suits, and you waive any defense regarding personal jurisdiction, venue, or that these are not convenient forums.

9.Entire Agreement, Miscellaneous Provisions. This Agreement and the Confidentiality, Work Product, and Non-Competition Agreement described above contain the agreement between the parties concerning your services and retention as an independent contractor, and supersede all prior oral or written communications and agreements between the parties concerning such subject matter. Neither this Agreement nor any of its terms may be changed, added to or waived except in a writing signed by you and the Chairman of the Board of Directors of Aegion. Subject headings are for convenience of reference and may not be utilized to interpret this Agreement. You shall have no right to assign this Agreement or delegate any responsibilities thereunder without the prior written consent of Aegion.

We are pleased and appreciative that you are agreeable to accepting this assignment on the terms outlined above. Please indicate your acceptance and agreement to the above terms by signing this letter below where indicated and returning it to me within the next seven days. Acceptance will occur on receipt in St. Louis, Missouri.

AEGION CORPORATION

By: /s/ Alfred L. Woods                

Name: Alfred L. Woods

Title: Chairman of the Board of Directors

Accepted and Agreed to as

of the Date of This Letter

/s/ Charles R. Gordon        

Charles R. Gordon

EX-99.1

Exhibit 99.1

Aegion Corporation Announces CEO Transition

Charles R. Gordon Appointed Interim CEO

Company Reiterates Full Year 2014 Guidance

Saint Louis, MO - May 5, 2014 - Aegion Corporation (“Aegion” or the “Company”) (Nasdaq Global Select Market: AEGN), a global leader in infrastructure protection and maintenance, today announced that Charles R. “Chuck” Gordon, a member of the Aegion Board of Directors since 2009, has been unanimously appointed by the Board to serve as Interim Chief Executive Officer. Mr. Gordon’s appointment follows the resignation of J. Joseph Burgess from his position of President and Chief Executive Officer and a member of the Company’s Board of Directors for personal reasons. In connection with this action, Mr. Burgess and the Company entered into a separation agreement and release. All actions are effective immediately.

“Chuck Gordon has been an active and valuable contributor to the Aegion Board since he joined in 2009,” said Alfred L. Woods, Chairman of the Board of Directors. “Chuck has a deep understanding of our business, operations and strategy, and an appreciation for the hard work and dedication of our employees. Chuck has significant expertise managing services to refineries and petrochemical plants, to the upstream shale regions, as well as in the global water and wastewater markets. His management experience includes his tenure as CEO of Siemens Water Technologies and President of USFilter’s Service and Products Division. We are confident his years of relevant industry and leadership experience will allow him to seamlessly take on the responsibilities of Interim CEO of Aegion, and look forward to his immediate contributions.”

“I look forward to working alongside the Aegion Board and leading the management team during this period of transition, and am confident that we are well positioned to build upon the Company’s strategy and positive momentum,” said Mr. Gordon.

The Company noted that the Board of Directors will initiate a formal search process to identify a permanent CEO. The Board will consider both internal and external candidates.

Mr. Burgess said, “I want to thank the Board of Directors and everyone at Aegion for supporting me in this decision. Aegion is a strong company and is strategically well positioned. I am proud of all of Aegion’s employees who drive the performance of this company, and I am confident that Aegion will continue on its path of growth and success.”

Mr. Woods continued, “On behalf of the Company, I want to thank Joe for his contributions to Aegion over the years. I also want to emphasize that these actions are in no way related to the Company’s operating performance or financial condition, which remain strong, or our strategic direction. The Board recognizes that this change in management is unexpected, but we are confident Aegion is in the hands of a talented and experienced team of executives and employees who will continue to execute on our strategy for sustainable growth.”

The Company reiterated its fiscal year 2014 guidance for earnings per share from continuing operations of $1.50 to $1.70, cash flow from operations in the range of $100 to $110 million and return on invested capital of seven to eight percent that it provided on April 29, 2014.

Mr. Burgess has entered into a separation agreement and release, the full terms of which will be filed with the U.S. Securities and Exchange Commission.

About Charles R. Gordon

Mr. Gordon served in the position of Chief Executive Officer of Natural Systems Utilities, LLC, a distributed water infrastructure company, since February 2014 and will remain as a member of its Board of Directors. Prior to Natural Systems Utilities, Mr. Gordon served as President and Chief Operating Officer of Nuverra Environmental Solutions, Inc. from October 2010 through September 2013. Nuverra provides environmental services to the oil and gas industries. Mr. Gordon served as 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 2007 through 2010. Previously, Mr. Gordon served as President of the Siemens Water Technologies Systems Division from 2005 through 2006. Mr. Gordon was named President of USFilter’s Service and Products Division in 1999, which was later acquired by Siemens. Mr. Gordon was named Vice President of the Southern Region of Arrowhead Industrial Water (later acquired by USFilter) in 1991.

About Aegion Corporation

Aegion Corporation is a global leader in infrastructure protection and maintenance, providing proprietary technologies and services to (i) protect against the corrosion of industrial pipelines; (ii) rehabilitate and strengthen water, wastewater, energy and mining piping systems and buildings, bridges, tunnels and waterfront structures; 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^® and the Aegion^® logo are the registered trademarks of Aegion Corporation and its affiliates.

CONTACT:

Aegion Corporation

David A. Martin, 636-530-8000

Senior Vice President and Chief Financial Officer