Exhibit 10.24


 





PERFORMANCE SHARE UNIT AGREEMENT


 


THIS AGREEMENT, dated
as of the ___ day of ____________ 20__, between DYCOM INDUSTRIES, INC., a Florida corporation (the “Company”),
and «Name» (the “Participant”).


WHEREAS, the Participant
is an officer or key employee of the Company or one of its Subsidiaries and, subject to the terms and conditions set forth herein,
the Company desires to provide the Participant with an additional incentive to remain in its employ and to increase his or her
interest in the success of the Company by granting the Participant an Award to receive a certain number of performance vesting
restricted stock units entitling the Participant to receive shares of common stock, par value $0.33 1/3 per share, of the Company
(the “Common Stock”) under the Company’s 2012 Long-Term Incentive Plan, as amended (the “Plan”),
subject to the Company’s achievement of certain Performance Targets (as set forth below) during the applicable Performance
Period (the “Performance Units”);


NOW, THEREFORE, in
consideration of the covenants and agreements herein contained, the parties hereto agree as follows:


		1.	Definitions; Incorporation of Plan Terms.



Capitalized terms
used herein without definition shall have the meanings assigned to them in the Plan, a copy of which is attached hereto. This Award
Document and the Performance Units shall be subject to the Plan, the terms of which are incorporated herein by reference, and in
the event of any conflict or inconsistency between the Plan and this Award Document, the Plan shall govern.


		2.	Grant of Performance Units.



Subject to the terms
and conditions contained herein and in the Plan, the Company hereby grants the Participant the Target Number of Performance Units
specified at the foot of the signature page hereof. The actual number of shares of Common Stock that the Participant receives will
be subject to the terms and conditions of the Plan and this Award Document, including, without limitation the Company’s achievement
of the Performance Targets. For purposes of the Plan and this Award Document, the Date of Grant is the date specified at the foot
of the signature page hereof.


		3.	Vesting of Performance Units.



(a)Annual
Award Vesting. Subject to the terms and conditions contained herein and in the Plan, the Performance Units shall vest and become
non-forfeitable on [__________________] (each, a “Vesting Date”), based on the level of the applicable Performance
Targets set forth on Appendix A hereto that are attained with respect to the performance periods applicable to each Vesting Date
and will be determined by the (i) number of Performance Units that are subject to vesting on such Vesting Date, multiplied
by (ii) applicable Performance Leverage Factor (“PLF”) shown in Appendix A for the attained level of the Performance
Targets; provided, however, that the Participant remains in the continuous employ of the Company or a Subsidiary
on the applicable Vesting Date (each, an “Annual Award”).






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(b)Supplemental
Award Vesting. Subject to the terms and conditions contained herein and in the Plan, the Participant shall also be eligible
to receive an additional number of Performance Units on each Vesting Date (the “Supplemental Award”) based on
the level of the applicable Performance Targets set forth on Appendix B hereto that are attained with respect to the performance
periods applicable to each Vesting Date and will be determined by the (i) number of Performance Units that actually vest with respect
to the Annual Award on such Vesting Date pursuant to Section 3(a) above, multiplied by (ii) applicable PLF shown in Appendix
B for the attained level of the Performance Targets; provided, however, that the Participant remains in the continuous
employ of the Company or a Subsidiary on the applicable Vesting Date. Notwithstanding the foregoing, in no event shall the Participant
be entitled to a Supplemental Award if the Participant does not receive an Annual Award with respect to the applicable Vesting
Date.


(c)Settlement
of Awards. The Company will issue the Participant shares of Common Stock in settlement of the vested portion of an Award, in
whole shares of Common Stock (rounded up or down to the nearest whole share) pursuant to such procedures established by the Company.
The number of shares issued to the Participant (if any) shall equal the number of shares of Common Stock representing the vested
portion of the Award receivable by such Participant following the Vesting Date subject to any applicable withholdings. All Performance
Units subject to such Vesting Date will be cancelled upon settlement of the Award.


		4.	Termination of Employment.



Except to the extent
otherwise provided in the Plan, in the event of the Participant’s termination of employment for any reason prior to an applicable
Vesting Date, the Participant shall immediately forfeit all unvested Performance Units as of the date of such termination without
payment.


		5.	Nontransferability of the Performance Units. 



Unless
determined otherwise by the Committee, the Award may not be sold, pledged, assigned, hypothecated, transferred or disposed of in
any manner except by will or the laws of descent and distribution; provided,
however, that an Award shall be transferable, in whole or in part, with
the written consent of the Committee, to trusts established wholly or in part for the benefit of the Participant’s immediate
family members. Such transfers are subject to the terms and conditions of the Plan and this Award Document. The restrictions on
transferability set forth above shall not apply to Performance Units after the date that such Performance Units become vested and
non-forfeitable as set forth herein.


		6.	Rights as a Stockholder.



No
shares of Common Stock represented by the Performance Units will be earmarked for the Participant or his or her account. The Participant
will have no rights as a shareholder with respect to any Award until the shares of Common Stock underlying the Performance Units
have been issued to the Participant following the applicable Vesting Date, and no adjustment shall be made for dividends or distributions
or other rights in respect of any shares of Common Stock until such time as the shares are delivered to the Participant in accordance
with this Award Document. Upon issuance of the shares, the Participant will be the owner of record of such shares and shall be
entitled to all of the rights of a stockholder of the Company, including the right to vote and the right to receive dividends.






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		7.	Taxes and Withholdings.



 


No later than the
date as of which an amount first becomes includable in the gross income of the Participant for applicable income tax purposes with
respect to the Performance Units, the Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding
payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such amount.


Unless otherwise determined
by the Committee, in its sole discretion, in accordance with rules and procedures established by the Committee, the minimum required
withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the
withholding requirement. The obligations of the Company under this Award Document will be conditional upon such payment or arrangements
and the Company shall, to the extent permitted by applicable law, have the right to deduct any such taxes from any payment of any
kind otherwise due to the Participant.


		8.	Notices.



All notices and other
communications under this Award Document will be in writing and will be given by hand delivery to the other party or by first class
mail, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


If to the Participant:


at the last known
address on record at the Company.


If to the
Company:


Dycom Industries, Inc.


11770 U.S. Highway
1, Suite 101

Palm Beach Gardens, Florida 33408

Attention: General Counsel


or to such other address
as any party shall have furnished to the other in writing in accordance with this Section 8. Notice and communications shall be
effective when actually received by the addressee.






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		9.	Successor.



Except as otherwise
provided hereunder, this Award Document will be binding upon and will inure to the benefit of any successor or successors of the
Company, and to any transferee or successor of the Participant pursuant to Section 5.


 


		10.	Governing Law.



 


Except as to matters
of federal law, this Award Document and actions taken hereunder shall be subject to, and construed in accordance with, the laws
of the State of Florida.


		11.	Severability.



 


If any provision of
this Award Document is held to be illegal or invalid for any reason, such illegality or invalidity will not affect the remaining
provisions of this Award Document, but this Award Document will be construed and enforced as if such illegal or invalid provision
had never been included herein.


		12.	Adjustment
                                                                                                                                                                                                                                                                          of
                                                                                                                                                                                                                                                                          Performance
                                                                                                                                                                                                                                                                          Targets
                                                                                                                                                                                                                                                                          and
                                                                                                                                                                                                                                                                          Award.
                                                                                                                                                                                                                                                                          





 


To the extent
permitted by Code Section 162(m), the Committee shall have the right to adjust the Performance Targets and the Award (either up
or down) if it determines that an extraordinary corporate event such as a material acquisition or divestiture, change in the capital
structure of the Company or unanticipated business conditions have materially affected the integrity of the Performance Targets.
In addition, Performance Targets and Awards shall be calculated without regard to any changes in accounting standards that may
be required as a result of changes in generally accepted accounting principles after such Performance Targets or Awards are established.


		13.	Compliance with Code Section 409A.



Notwithstanding anything
contained in the Plan or this Award Document to the contrary, to the extent that the right to receive any payment of shares of
Common Stock hereunder is deemed to be a “deferral of compensation” within the meaning of Code Section 409A(d)(1)
and such payment is to be made in connection with the Participant’s “Separation from Service” within the meaning
of Code Section 409A(a)(2)(A)(i), the payment shall be subject to the following:


 


(i)If
the Participant is a “Specified Employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date of the
Participant’s Separation from Service, then no such payment shall be made or commence during the period beginning on the
date of the Participant’s Separation from Service and ending on the date that is the six month anniversary of such Separation
from Service or, if earlier, on the date of the Participant’s death. The amount of any payment that would otherwise be paid
to the Participant during this period shall instead be paid to the Participant on the fifteenth day following the end of the period.






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		14.	Amendment.



(a)Subject to
applicable laws, rules and regulations, the Board or the Committee may, at any time, amend, modify or suspend this Award Document;
provided, however, that no amendment, modification or suspension of this Award Document shall (i) be effective
without the approval of the shareholders of the Company if such approval is required under applicable laws, rules or regulations,
including the rules of the New York Stock Exchange and (ii) materially and adversely alter or impair the rights of the Participant
without his or her consent. Notwithstanding the foregoing, the Board shall have broad authority to amend this Award Document without
the consent of the Participant to the extent it deems necessary or desirable to (x) comply with, take into account changes
in, or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules
and regulations, (y) take into account unusual or nonrecurring events or market conditions (including, without limitation,
the events described in Section 13(b) of the Plan), or (z) take into account significant acquisitions or dispositions of assets
or other property by the Company.


(b)Notwithstanding
subparagraph (a) above, if the Committee determines in good faith that any provision of the Plan or this Award Document does not
satisfy Code Section 409A or could otherwise cause any person to recognize additional taxes, penalties or interest under Code Section
409A, the Committee may, in its sole discretion and without the consent of any person, modify such provision, to the extent necessary
or desirable to ensure compliance with Code Section 409A. Any such amendment shall maintain, to the maximum extent practicable,
the original intent of the applicable provision without contravening the provisions of Code Section 409A. This Section 14(b) does
not create an obligation on the part of the Company to modify the Plan or this Award Document and does not guarantee that any person
will not be subject to excise taxes, accelerated taxation, interest or penalties under Code Section 409A.


		15.	No Rights to Future Awards or Continued Employment.



The Participant shall
not have any claim or right to receive or be eligible to receive any additional Awards under the Plan. Neither the Plan nor this
Award Document nor any action taken or omitted to be taken hereunder or thereunder shall be deemed to create or confer on the Participant
any right to be retained in the employ of the Company or to interfere with or to limit in any way the right of the Company to terminate
the employment of the Participant at any time with or without cause.


		16.	Recoupment. 



The Participant agrees
that the Award granted under this Award Document shall be subject to any clawback or recoupment policies and procedures that are
required under applicable law, rule or regulation or Company policy as enacted, adopted or modified from time to time.


 


		17.	No Rights to Grants or Continued Employment. 



The Participant shall
not have any claim or right to receive Awards under the Plan. Nothing in the Plan or in this Award Document shall confer upon the
Participant any right to continued employment with the Company or any Subsidiary, as the case may be, or interfere in any way with
the right of the Company or a Subsidiary to terminate the employment of the Participant at any time, with or without cause.






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		18.	Waiver. 



 


The waiver by either
party of compliance with any provision of this Award Document by the other party shall not operate or be construed as a waiver
of any other provision of this Award Document, or of any subsequent breach by such party of a provision of this Award Document.


 


		19.	Entire Agreement. 



 


This Award Document
and the Plan set forth the entire agreement and understanding between the parties hereto with respect to the matters covered herein,
and supersede all prior agreements and understandings concerning such matters. This Award Document may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the
same agreement. The headings of sections and subsections herein are included solely for convenience of reference and shall not
affect the meaning of any of the provisions of this Award Document.


		20.	Acceptance and Acknowledgement of Award.



 


The Performance Targets
and the details outlined in this Award Document should not be discussed with, shared with, photocopied or distributed to others.
Participation in this program and its details are highly confidential and may not be discussed by the Participant with anyone other
than the Participant's spouse or immediate family or financial or legal advisors. Breach of this confidentiality condition could
affect the amount of the Participant's actual Award. The Participant acknowledges receipt of the Plan and this Award Document.
The Participant has read and understands the terms and provisions of the Plan and this Award Document, and by signing this Award
Document accepts the Award subject to all of their terms and conditions, including, but not limited to, the terms related to confidentiality.


 






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IN WITNESS WHEREOF,
the parties have executed this Award Document, as of the day and year first above written.





	 	
        DYCOM INDUSTRIES, INC.


 


 


By: _________________________________________




         


 


PARTICIPANT


 


 


____________________________________________

«Name»





 






<Subsidiary>


 


Target Number of Performance Units: _____________________


 


Date of Grant: ___________, 20___


 






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APPENDIX A


Annual Award Performance Targets


 


 


	


	
        Operating
        Earnings Before AI for Applicable Annual Award Period
	Vesting Percentage*	
        Operating
Cash Flow Ratio for Applicable Annual Award Period
	
        PLF

	
        Fiscal Year 20__
	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	 
	Fiscal Year 20__	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	 
	Fiscal Year 20__	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	 


 


  






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APPENDIX B


Supplemental Award Performance Targets


 


	Supplemental
    Award Period	Operating
        Earnings Before AI for Applicable Supplemental Award Period	Operating
        Cash Flow Ratio for Applicable Supplemental Award Period
	PLF

	
        Fiscal Years 20__
-20__
	 	 	 
	 	 
	 	 	 
	 	 
	Fiscal
    Years 20__-20__	 	 	 
	 	 
	 	 	 
	 	 
	Fiscal
    Years 20__-20__	 	 	 
	 	 
	 	 	 
	 	 


 


 


 


 


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