This document is a resume for J. Cabell Acree, III. It summarizes his professional experience as an attorney specializing in mergers and acquisitions, corporate transactions, and legal compliance. Over his 30+ year career, he has held roles such as General Counsel and Vice President of Legal for several companies. The resume highlights his experience leading transactions, implementing governance programs, and managing risk and litigation for public companies in industries such as energy, chemicals, and engineering.

1. J. CABELL ACREE, III
281.889.1567
cabellacree@gmail.com
PROFESSIONAL ATTRIBUTES
Innovative and resourceful attorney with proven abilities in leading cross-functional teams and identifying, clearly
communicating and effectively resolving legal issues in a manner most supportive of business goals. Highly
experienced in leading and executing M&A and other corporate and commercial transactions, managing corporate
governance, legal compliance, risk management and regulatory / public affairs, and reducing outside legal fees and
expenses. Dependable and diligent professional with exceptional interpersonal, communications, presentation, and
organizational skills, focused on results and committed to integrity, client service and success.
SKILLS SUMMARY
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Cross-functional Team Leadership
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M&A Negotiations and Drafting
Risk Management
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Cross-Border Transactions
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Cost Control
Wind Power Projects
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Inter-Departmental
Coordination
Compliance Assurance
Engineering / Construction
Projects
Internal Investigations
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Significant Litigation
Management
Investor Relations Oversight
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Securities Reporting /
Offerings
Board / Management Liaison
Environmental / Safety
Affairs
Intellectual Property
Management
Energy Transactions
Governmental Enforcement
PROFESSIONAL EXPERIENCE
2009 to
Date
SELMAN, MUNSON & LERNER, P.C., Houston, TX
A Houston / Austin-based law firm specializing in mergers, acquisitions and divestitures, and corporate,
securities and business law and counseling.
OF COUNSEL:
Provide legal services to businesses and individuals concerning: (i) structuring, financing,
negotiation and documentation of a variety of corporate, financial and commercial transactions, including
purchases / sales of businesses, commercial lending transactions, and significant heavy civil engineering
and construction projects, including alternative energy projects; (ii) environmental liability allocation and
mitigation; (iii) corporate governance; and (iv) securities matters.
2007 to
2009
ORION MARINE GROUP, INC. (ORN: NYSE), Houston, TX
A $325 million heavy civil marine contractor, headquartered in Houston, with offices in Tampa and
Jacksonville, FL; Channelview, Corpus Christi and Port Lavaca, TX; and New Orleans and Lake Charles,
LA, and with operations along the Gulf Coast, Atlantic Seaboard, West Coast, and in the Caribbean.
VICE PRESIDENT, GENERAL COUNSEL, CHIEF COMPLIANCE OFFICER AND CORPORATE SECRETARY:
Responsible to the Board of Directors, Committees, and the CEO for corporate governance, securities
reporting, legal compliance, corporate, M&A, and commercial transactions, government contracting,
general regulatory (including OSHA / Environmental), litigation and other legal proceedings, and
supervision of risk management and investor relations directors and functions.
2002 to
2006
EXOPACK, LLC (formerly a division of International Paper), Spartanburg, SC
A $650 million paper and plastics flexible packaging company with 16 manufacturing plants located
throughout the United States and in Canada.
SENIOR VICE PRESIDENT, GENERAL COUNSEL & CORPORATE SECRETARY: Responsible to the CEO and
Board of Directors for corporate governance and secretary duties for Exopack and affiliates, for all legal
matters, including Antitrust counseling and training, M&A and commercial transactions, legal
compliance management, patent prosecutions, and technology licensing, transfers and development, and
supervision of EH&S Corporate Manger and compliance function and intellectual property development
and preservation functions.
1994 to
2002
POTASH CORPORATION OF SASKATCHEWAN INC. (POT: NYSE), Chicago, IL
A $4 billion fertilizer and chemicals manufacturer traded on the NYSE and Toronto Stock Exchange,
PCS is the largest fertilizer and related chemicals manufacturer in the Western Hemisphere, with

2. manufacturing plants and mines in Canada, the United States, South America, Trinidad & Tobago, and
Israel. PCS acquired Arcadian Corporation, infra, 1997.
J. Cabell Acree, III
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281.889.1567
cabellacree@gmail.com
SENIOR COUNSEL/SUBSIDIARY GENERAL COUNSEL: Responsible to parent company COO and General
Counsel for all subsidiary company commercial transactions, corporate governance, environmental
compliance, SEC reporting, finance, joint ventures, natural gas hedging, technology purchasing and
licensing, real property purchases, sales, leases, equipment leasing, internal investigations/audits, and
litigation monitoring, and supervision of subsidiary legal department.
ARCADIAN CORPORATION (ACA: NYSE), Memphis, TN (1994-1997).
ASSISTANT GENERAL COUNSEL: Responsible to the General Counsel for corporate legal support,
including M&A, SEC reporting, project finance, international and domestic engineering, construction and
procurement (EPC) projects, customer and vendor contracting, joint ventures, and environmental and
other regulatory affairs.
1985 to
1993
BRACEWELL & GIULIANI, L.L.P., Houston, TX
A national law firm headquartered in Houston, Texas, with offices in all major Texas metropolitan areas,
as well as in New York, District of Columbia, Northern Virginia, Dubai, London, and Kazakhstan.
ATTORNEY AT LAW: Responsible for work on significant mergers and acquisitions (including for oil and
gas and petrochemicals companies and for private equity firms), environmental regulatory and
enforcement, commercial transactions, finance, and bank regulatory matters.
SELECTED ACCOMPLISHMENTS
CORPORATE AND COMMERCIAL TRANSACTIONS, FINANCE AND SECURITIES
Led initial public offering (IPO) / registration: Managed all legal aspects of (i) first time registration of Orion’s
securities with SEC and listing on NASDAQ Global Market and subsequent transfer to NYSE; (ii) periodic
reporting to the SEC and to stockholders; and (iii) $150 million shelf registration and $100 million equity capital
raise in August 2009. Results: Company’s securities began trading publicly on the NASDAQ Global Market in
December 2007, transferred to NYSE in May 2008. Capital raise completed successfully in three weeks.
Managed substantial corporate divestiture: Led contract negotiations and other legal efforts for six-month
marketing process, auction, and $250 million sale of Exopack to a private equity group, including negotiations with
investment bankers, bidders, financial advisors, and pre-arranged financing sources. Results: Completed sale of
Exopack at 4 to 1 the original investment, completing the first divestiture of newly-raised investment fund of private
equity majority owner.
Negotiated contracts and financing for major engineering / construction / procurement projects: Led all legal
efforts for Arcadian’s $500 million in “Greenfield” off-shore fertilizer manufacturing plants, including preparation
and negotiation of construction contracts, foreign tax concessions, project finance, and review/negotiation of related
natural gas supply contracts with the Trinidadian government. Results: Enhanced the Company’s competitive
position through access to natural gas supplies at prices substantially lower than in the U.S.
Managed cross-border transactions regulatory efforts: Led Arcadian and Potash Corp’s efforts to maintain U.S.
anti-dumping tariffs against several former Soviet bloc countries for the export of fertilizer products into the U.S. in
1995 and 1999. Results: Maintained tariffs, avoiding the exportation of certain products produced with governmentsubsidized raw materials.
MERGERS AND
ACQUISITIONS
Negotiated and executed pivotal competitor acquisition: Negotiated legal and business issues for and executed a
$35 million acquisition of substantially all of the assets of a significant Orion competitor. Results: Contributed
significantly to Company’s geographic and single-source, turnkey growth goals.

3. Led significant acquisition out of bankruptcy: Managed $50 million acquisition out of U.S. and Canadian
bankruptcy of substantially all of the assets of a former competitor, including negotiation and preparation of
Bankruptcy Court motions and asset purchase and related agreements. Results: Added four additional
manufacturing plants to Exopack’s portfolio, enhancing access to key markets and increasing revenues by 25%.
J. Cabell Acree, III
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281.889.1567
cabellacree@gmail.com
Executed acquisition of closely-held company: Negotiated and prepared acquisition and related agreements for
Exopack’s strategic purchase of a specialty products competitor, including purchase price “earn out” arrangements for
principal Seller shareholders. Initiated and managed subsequent litigation concerning amount of “earn out” due Seller
shareholders. Results: Gained access to highly profitable markets and customers not previously served; decreased
nominal “earn out” payment by $2.75 million.
Played significant support roles in $1 billion + each purchases and sales of Arcadian (1989 / 1997) and Cain Chemical,
Inc., a petrochemicals manufacturer (1987 / 1988). Offered VP/Asst. General Counsel position at Cain, 1987.
CORPORATE GOVERNANCE, RISK / COMPLIANCE MANAGEMENT AND LEGAL DEFENSE
Crafted and implemented public corporate governance programs: Prepared corporate governance policies,
checklists, and training materials; implemented training program for Orion Directors and Committee Members. Results:
All Delaware law, federal law and NASDAQ/NYSE-required actions of the Board of Directors and its Committees listed
in a quarterly meeting agenda guide to insure all required governance actions are completed.
Established and led public company compliance programs: Drafted, implemented and provided management training
for (i) Orion’s legal compliance program, including insider trading, securities reporting / disclosure, and disclosure
controls policies and procedures; and (ii) system for employee exercise of equity incentive grants, including preclearance of trading activities. Results: Substantially heightened sensitivity to legal compliance and securities trading
requirements and need for confidentiality and clear and precise communications.
Implemented and executed defense of significant corporate trade secrets litigation: Managed defense of theft-oftrade secrets litigation by competitor against Exopack and newly-hired CEO, including attempts to enjoin hiring new
CEO. Results: Concluded litigation with no payment of damages and the CEO’s hire standing.
Implemented legal fees and expenses controls and reductions: Implemented alternative fee arrangements for Exopack
outside counsel, including fixed lump sum pricing for recurring legal services, litigation budgeting, and success /
completion fee arrangements for major transactions. Results: Reduced recurring legal fees by approximately $50,000
per month; obtained litigation fee reductions exceeding $100,000; paid preferred transactional hourly rates and only for
completed transactions.
Reduced environmental and FDA violations and risk: Led Exopack’s environmental / regulatory affairs management
function, including supervision of Corporate Environmental Director, establishing systems for environmental and food
and drug compliance including internal and annual outside environmental audits. Results: Reduced violations and other
compliance issues by 80%.
Managed “Bet the Company” litigation defense: Managed the successful defense of litigation brought by the Port
Authority of New York and New Jersey against Arcadian alleging the use of its products by terrorists in 1993 World
Trade Center bombing. Results: No liability judgment from U.S. District Court in New Jersey.
EDUCATION
LL.M, Master of Laws and Letters, Environmental Law – George Washington University – Highest Honors Washington, DC – 1996
J. D., Juris Doctor – University of Virginia School of Law – Charlottesville, Virginia – 1985
B.A., Bachelor of Arts, Politics – Washington and Lee University -- Magna Cum Laude – Lexington, Virginia – 1982
COMMUNITY INVOLVEMENT
Board Member, Houston Municipal Utility District #275, 1989 – 1993. Tenure included refinancing of bond debt
and service on the Insurance Committee of the Board.

4. PUBLICATIONS
Operational Flexibility--Clean Air Act, Title V Operating Permits, 3 ENVTL. LAW. 37 (September 1996)
Natural Gas Yearbook, "Environmental Developments Chapter," with Terrell E. Hunt, Executive Enterprises (1990)