Exhibit 10.3


 


MYR
GROUP INC.

2007 LONG-TERM INCENTIVE PLAN


 


1.                                      PURPOSE OF THE
PLAN


 


The purpose of the Company’s 2007 Long-Term
Incentive Plan is to promote the interests of the Company and its shareholders
by strengthening the Company’s ability to attract, motivate and retain key
employees and directors of the Company upon whose judgment, initiative and
efforts the financial success and growth of the business of the Company largely
depend, and to provide an additional incentive for key employees and directors
through stock ownership and other rights that promote and recognize the
financial success and growth of the Company.


 


2.                                      DEFINITIONS


 


Wherever the following capitalized terms are
used in this Plan they shall have the meanings specified below:


 


(a)                                  “Award” means an award of an Option,
Restricted Stock, Stock Appreciation Right, Performance Award, Phantom Stock,
Stock Bonus or Dividend Equivalent granted under the Plan.


 


(b)                                 “Award
Agreement” means an agreement entered into between the Company
and a Participant setting forth the terms and conditions of an Award granted to
a Participant.


 


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


 


(d)                                 “Change in
Control” shall have the meaning specified in Section 13
hereof.


 


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


 


(f)                                    “Committee” means the Compensation Committee of
the Board, or such other committee or subcommittee of the Board or group of
individuals appointed by the Board to administer the Plan from time to time.


 


(g)                                 “Common
Stock” means the common stock of the Company, without par
value, or any security into which such Common Stock may be changed by reason of
any transaction or event of the type described in Section 3.2.


 


(h)                                 “Company” means MYR Group Inc., a Delaware
corporation.


 


(i)                                     “Date of
Grant” means the date on which an Award under the Plan is
made by the Committee (which date shall not be earlier than the date on which
the Committee takes action with respect thereto), or such later date as the
Committee may specify that the Award becomes effective.


 


1

















 


(j)                                     “Dividend
Equivalent” means an Award under Section 12 hereof entitling
the Participant to receive payments with respect to dividends declared on the
Common Stock.


 


(k)                                  “Effective
Date” means the Effective Date of this Plan, as defined in Section 16.1
hereof.


 


(l)                                     “Eligible
Person” means any person who is an Employee or an Independent
Director.


 


(m)                               “Employee” means any person who is a key
employee of the Company or any Subsidiary or who has agreed to serve in such
capacity within 90 days after the Date of Grant; provided, however,
that with respect to Incentive Stock Options, “Employee” means any person who
is considered an employee of the Company or any Subsidiary for purposes of
Treasury Regulation Section 1.421-1(h).


 


(n)                                 “Fair
Market Value” of a share of Common Stock as of a
given date means the fair market value of such Common Stock determined by such
methods or procedures as shall be established from time to time by the
Committee.  Unless otherwise determined
by the Committee in good faith, the per share Fair Market Value of Common Stock
as of a particular date shall mean (i) the closing price per share of
Common Stock for such date on the national securities exchange on which the
shares of Common Stock are principally traded, or (ii) if the shares of
Common Stock are then traded in an over-the-counter market, the average of the
closing bid and asked prices for the shares of Common Stock in such
over-the-counter market for the relevant date, or (iii) if the shares of
Common Stock are not then listed on a national securities exchange or traded in
an over-the-counter market, such value as the Committee, in its sole
discretion, shall determine.


 


(o)                                 “Incentive
Stock Option” means an option to purchase Common
Stock that is intended to qualify as an incentive stock option under section
422 of the Code and the Treasury Regulations thereunder.


 


(p)                                 “Independent
Director” means a member of the Board who is not an employee of
the Company or any Subsidiary.


 


(q)                                 “Nonqualified
Stock Option” means an option to purchase Common
Stock that is not an Incentive Stock Option.


 


(r)                                    “Option” means an Incentive Stock Option or
a Nonqualified Stock Option granted under Section 6 hereof.


 


(s)                                  “Participant” means any Eligible Person who holds
an outstanding Award under the Plan.


 


2

















 


(t)                                    “Performance
Award” means an Award made under Section 9 hereof
entitling a Participant to a payment based on the Fair Market Value of Common
Stock (a “Performance
Share”) or based on specified
dollar units (a “Performance
Unit”) at the end of a performance
period if certain conditions established by the Committee are satisfied.


 


(u)                                 “Phantom
Stock” means an Award under Section 10 hereof entitling
a Participant to a payment at the end of a vesting period of a unit value based
on the Fair Market Value of a share of Common Stock.


 


(v)                                 “Plan” means this 2007 Long-Term Incentive
Plan as set forth herein, and as it may be further amended from time to time.


 


(w)                               “Restricted
Stock” means an Award under Section 8 hereof entitling
a Participant to shares of Common Stock that are nontransferable and subject to
forfeiture until specific conditions established by the Committee are satisfied.


 


(x)                                   “Section 162(m)” means section 162(m) of the
Code and the Treasury Regulations thereunder.


 


(y)                                 “Section 162(m) Participant” means any Participant who, in the
sole judgment of the Committee, could be treated as a “covered employee” under Section 162(m) at
the time income may be recognized by such Participant in connection with an
Award that is intended to qualify for exemption under Section 162(m).


 


(z)                                   “Stock
Appreciation Right” or “SAR” means an
Award under Section 7 hereof entitling a Participant to receive an amount,
representing the difference between the base price per share of the right and
the Fair Market Value of a share of Common Stock on the date of exercise.


 


(aa)                            “Stock
Bonus” means an Award under Section 11 hereof entitling
a Participant to receive an unrestricted share of Common Stock.


 


(bb)                          “Subsidiary” means an entity that is wholly
owned, directly or indirectly, by the Company, or any other affiliate of the Company
that is so designated, from time to time, by the Committee, provided, however,
that with respect to Incentive Stock Options, the term “Subsidiary” shall not
include any entity that does not qualify within the meaning of section 424(f) of
the Code as a “subsidiary corporation” with respect to the Company.


 


3.                                      SHARES OF COMMON
STOCK SUBJECT TO THE PLAN


 


3.1           Number of Shares.  Subject to the following provisions of this Section 3,
the aggregate number of shares of Common Stock that may be issued pursuant to
all Awards under the Plan is 2,000,000 shares of Common Stock.  Shares of Common Stock that are issued in 


 


3

















 


connection with all Awards
other than Options and SARs shall be counted against the 2,000,000 limit
described above as four shares of Common Stock for every one share of Common
Stock that is issued in connection with such Award.  No more than 2,000,000 shares of Common Stock
may be issued pursuant to Incentive Stock Options.  The shares of Common Stock to be delivered
under the Plan will be made available from authorized but unissued shares of
Common Stock or treasury stock.  If any
share of Common Stock that is the subject of an Award is not issued and ceases
to be issuable for any reason, or is forfeited, canceled or returned to the Company
for failure to satisfy vesting requirements or upon the occurrence of other
forfeiture events, such share of Common Stock will no longer be charged against
the foregoing maximum share limitations and may again be made subject to Awards
under the Plan pursuant to such limitations.  Common Stock covered by an Award granted under
the Plan shall not be counted unless and until it is actually issued or
transferred to a Participant.  Without
limiting the generality of the foregoing, upon payment in cash of the benefit
provided by any Award granted under the Plan, any Common Stock that is covered
by the Award will be available for issue or transfer hereunder.  Notwithstanding anything to the contrary
contained herein, (A) Common Stock tendered in payment of the exercise
price of an Option shall not be added to the aggregate Plan limit described
above; (B) Common Stock withheld by the Company to satisfy a tax
withholding obligation shall not be added to the aggregate Plan limit described
above; (C) Common Stock that is repurchased by the Company with Option
proceeds shall not be added to the aggregate Plan limit described above and (D) all
Common Stock covered by an SAR, to the extent that it is exercised and settled
in Common Stock, and whether or not Common Stock is actually issued or transferred
to the Participant upon exercise of the SAR, shall be considered issued or
transferred pursuant to the Plan.


 


3.2           Adjustments.  If there shall occur any merger,
consolidation, liquidation, issuance of rights or warrants to purchase
securities, recapitalization, reclassification, stock dividend, spin-off,
split-off, stock split, reverse stock split or other distribution with respect
to the shares of Common Stock, or any similar corporate transaction or event in
respect of the Common Stock, then the Committee shall, in the manner and to the
extent that it deems appropriate and equitable to the Participants and
consistent with the terms of this Plan, cause a proportionate adjustment to be
made in (i) the maximum numbers and kind of shares provided in Section 3.1
hereof, (ii) the maximum numbers and kind of shares set forth in Sections
6.1, 7.1, 8.2 and 9.4 hereof, (iii) the number and kind of shares of
Common Stock, share units, or other rights subject to the then-outstanding
Awards, (iv) the price for each share or unit or other right subject to
then outstanding Awards without change in the aggregate purchase price or value
as to which such Awards remain exercisable or subject to restrictions, (v) the
performance targets or goals appropriate to any outstanding Performance Awards
(subject to such limitations as appropriate for Awards intended to qualify for
exemption under Section 162(m)) or (vi) any other terms of an Award
that are affected by the event.  Moreover,
in the event of any such transaction or event, the Committee, in its
discretion, may provide in substitution for any or all outstanding awards under
the Plan such alternative consideration (including cash) as it, in good faith,
may determine to be equitable under the circumstances and may require in
connection therewith the surrender of all awards so replaced.  Notwithstanding the foregoing, any such
adjustments shall be made in a manner consistent with the requirements of
section 409A of the Code and, in the case of Incentive Stock Options, any such
adjustments shall be made in a manner consistent with the requirements of
section 424(a) of the Code.


 


4

















 


4.                                      ADMINISTRATION
OF THE PLAN


 


4.1           Committee Members.  Except as provided in Section 4.4
hereof, the Plan will be administered by the Committee, which unless otherwise
determined by the Board will consist solely of two or more persons who satisfy
the requirements for a “nonemployee director” under Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended and/or the requirements
for an “outside director” under Section 162(m).  The Committee may exercise such powers and
authority as may be necessary or appropriate for the Committee to carry out its
functions as described in the Plan.  No
member of the Committee will be liable for any action or determination made in
good faith by the Committee with respect to the Plan or any Award under it.


 


4.2           Discretionary
Authority.  Subject to the express
limitations of the Plan, the Committee has authority in its discretion to
determine the Eligible Persons to whom, and the time or times at which, Awards
may be granted, the number of shares, units or other rights subject to each
Award, the exercise, base or purchase price of an Award (if any), the time or
times at which an Award will become vested, exercisable or payable, the
performance criteria, performance goals and other conditions of an Award, and
the duration of the Award.  The Committee
also has discretionary authority to interpret the Plan, to make all factual
determinations under the Plan, and to determine the terms and provisions of the
respective Award Agreements and to make all other determinations necessary or
advisable for Plan administration.  The
Committee has authority to prescribe, amend, and rescind rules and
regulations relating to the Plan.  All
interpretations, determinations, and actions by the Committee will be final,
conclusive, and binding upon all parties.


 


4.3           Changes to Awards.  The Committee shall have the authority to
effect, at any time and from time to time, with the consent of the affected
Participants, (i) the cancellation of any or all outstanding Awards and
the grant in substitution therefor of new Awards covering the same or different
numbers of shares of Common Stock and having an exercise or base price which
may be the same as or different than the exercise or base price of the canceled
Awards or (ii) the amendment of the terms of any and all outstanding
Awards; provided, however, that the Committee shall not have the
authority to reduce the exercise or base price of an Award by amendment or
cancellation and substitution of an existing Award without the approval of the Company’s
shareholders.  The Committee may in its
discretion accelerate the vesting or exercisability of an Award at any time or
on the basis of any specified event.


 


4.4           Delegation of
Authority.  The Committee shall have
the right, from time to time, to delegate to one or more officers or directors
of the Company the authority of the Committee to grant and determine the terms
and conditions of Awards under the Plan, subject to such limitations as the
Committee shall determine; provided, however, that no such
authority may be delegated with respect to Awards made to any member of the
Board or any Section 162(m) Participant.


 


4.5           Awards to
Independent Directors.  An Award to
an Independent Director under the Plan shall be approved by the Board.  With respect to Awards to Independent
Directors, all rights, powers and authorities vested in the Committee under the
Plan shall instead be exercised by the Board, and all provisions of the Plan
relating to the Committee shall be interpreted in a 


 


5

















 


manner consistent with the
foregoing by treating any such reference as a reference to the Board for such
purpose.


 


5.                                      ELIGIBILITY AND
AWARDS


 


All Eligible Persons are eligible to be designated by the Committee to
receive an Award under the Plan.  The
Committee has authority, in its sole discretion, to determine and designate
from time to time those Eligible Persons who are to be granted Awards, the
types of Awards to be granted and the number of shares or units subject to the
Awards that are granted under the Plan.  Each
Award will be evidenced by an Award Agreement as described in Section 14
hereof between the Company and the Participant that shall include the terms and
conditions consistent with the Plan as the Committee may determine.


 


6.                                      STOCK OPTIONS


 


6.1           Grant of Option.  An Option may be granted to any Eligible
Person selected by the Committee; provided, however, that only
Employees shall be eligible for Awards of Incentive Stock Options.  Each Option shall be designated, at the
discretion of the Committee, as an Incentive Stock Option or a Nonqualified
Stock Option.  The maximum number of
shares of Common Stock that may be granted under Options to any one Participant
during any one calendar year shall be limited to 200,000 shares (subject to
adjustment as provided in Section 3.2 hereof).


 


6.2           Exercise Price.  The exercise price of the Option shall be
determined by the Committee; provided, however, that the exercise
price per share of an Option shall not be less than 100 percent of the Fair
Market Value per share of the Common Stock on the Date of Grant.


 


6.3           Vesting; Term of
Option.  The Committee, in its sole
discretion, shall prescribe in the Award Agreement the time or times at which,
or the conditions upon which, an Option or portion thereof shall become vested
and exercisable, and may accelerate the exercisability of any Option at any
time.  An Option may become vested and
exercisable upon a Participant’s retirement, death, disability, Change in
Control or other event, to the extent provided in an Award Agreement.  The period during which a vested Option may
be exercised shall be ten years from the Date of Grant, unless a shorter
exercise period is specified by the Committee in an Award Agreement, and
subject to such limitations as may apply under an Award Agreement relating to
the termination of a Participant’s employment or other service with the Company
or any Subsidiary.


 


6.4           Option Exercise;
Withholding.  Subject to such terms
and conditions as shall be specified in an Award Agreement, an Option may be
exercised in whole or in part at any time during the term thereof by notice to
the Company together with payment of the aggregate exercise price therefor.  Payment of the exercise price shall be made (i) in
cash or by cash equivalent, (ii) at the discretion of the Committee, in
shares of Common Stock acceptable to the Committee, valued at the Fair Market
Value of such shares on the date of exercise, (iii) at the discretion of
the Committee, by a delivery of a notice that the Participant has placed a
market sell order (or similar instruction) with a broker with respect to shares
of Common Stock then issuable upon exercise of the Option, and that the broker
has been directed to pay a sufficient portion of 


 


 


6

















 


the net proceeds of the sale to
the Company in satisfaction of the Option exercise price (conditioned upon the
payment of such net proceeds), (iv) at the discretion of the Committee, by
withholding from delivery shares of Common Stock for which the Option is
otherwise exercised, (v) at the discretion of the Committee, by a
combination of the methods described above or (vi) by such other method as
may be approved by the Committee and set forth in the Award Agreement.  In addition to and at the time of payment of
the exercise price, the Participant shall pay to the Company the full amount of
any and all applicable income tax and employment tax amounts required to be
withheld in connection with such exercise, payable under one or more of the
methods described above for the payment of the exercise price of the Options or
as otherwise may be approved by the Committee.


 


6.5           Limited
Transferability.  Solely to the
extent permitted by the Committee in an Award Agreement and subject to such
terms and conditions as the Committee shall specify, a Nonqualified Stock
Option (but not an Incentive Stock Option) may be transferred to members of the
Participant’s immediate family (as determined by the Committee) or to trusts,
partnerships or corporations whose beneficiaries, members or owners are members
of the Participant’s immediate family, and/or to such other persons or entities
as may be approved by the Committee in advance and set forth in an Award
Agreement, in each case subject to the condition that the Committee be
satisfied that such transfer is being made for estate or tax planning purposes
or for gratuitous or donative purposes, without consideration (other than
nominal consideration) being received therefor. 
Except to the extent permitted by the Committee in accordance with the
foregoing, an Option shall be nontransferable otherwise than by will or by the
laws of descent and distribution, and shall be exercisable during the lifetime
of a Participant only by such Participant.


 


6.6           Additional Rules for
Incentive Stock Options.


 


(a)                                  Annual Limits. 
No Incentive Stock Option shall be granted to a Participant as a result
of which the aggregate fair market value (determined as of the Date of Grant)
of the stock with respect to which Incentive Stock Options are exercisable for
the first time in any calendar year under the Plan, and any other stock option
plans of the Company, any Subsidiary or any parent corporation, would exceed
$100,000 (or such other amount provided under section 422(d) of the Code),
determined in accordance with section 422(d) of the Code and Treasury
Regulations thereunder.  This limitation
shall be applied by taking options into account in the order in which granted.


 


(b)                                 Termination of Employment. 
An Award Agreement for an Incentive Stock Option may provide that such
Option may be exercised not later than 3 months following termination of
employment of the Participant with the Company and all Subsidiaries, subject to
special rules relating to death and disability, as and to the extent
determined by the Committee to be appropriate with regard to the requirements
of section 422 of the Code and Treasury Regulations thereunder.


 


7

















 


(c)                                  Other Terms and Conditions;
Nontransferability.  Any Incentive Stock Option granted hereunder
shall contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as are deemed necessary or desirable by the Committee,
which terms, together with the terms of this Plan, shall be intended and
interpreted to cause such Incentive Stock Option to qualify as an “incentive
stock option” under section 422 of the Code and Treasury Regulations thereunder.  Such terms shall include, if applicable,
limitations on Incentive Stock Options granted to ten-percent owners of the Company.  An Award Agreement for an Incentive Stock Option
may provide that such Option shall be treated as a Nonqualified Stock Option to
the extent that certain requirements applicable to “incentive stock options”
under the Code shall not be satisfied.  An
Incentive Stock Option shall by its terms be nontransferable otherwise than by
will or by the laws of descent and distribution, and shall be exercisable
during the lifetime of a Participant only by such Participant.


 


(d)                                 Disqualifying Dispositions. 
If shares of Common Stock acquired by exercise of an Incentive Stock
Option are disposed of within two years following the Date of Grant or one year
following the transfer of such shares to the Participant upon exercise, the
Participant shall, promptly following such disposition, notify the Company in
writing of the date and terms of such disposition and provide such other
information regarding the disposition as the Committee may reasonably require.


 


7.                                      STOCK
APPRECIATION RIGHTS


 


7.1           Grant of SARs.  A Stock Appreciation Right granted to a
Participant is an Award in the form of a right to receive, upon surrender of
the right, but without other payment, an amount based on appreciation in the
Fair Market Value of the Common Stock over a base price established for the
Award, exercisable at such time or times and upon conditions as may be approved
by the Committee.  The maximum number of
shares of Common Stock that may be subject to SARs granted to any one
Participant during any one calendar year shall be limited to 100,000 shares
(subject to adjustment as provided in Section 3.2 hereof).


 


7.2           Tandem SARs.  A Stock Appreciation Right may be granted in
connection with an Option, either at the time of grant or at any time
thereafter during the term of the Option. 
An SAR granted in connection with an Option will entitle the holder,
upon exercise, to surrender such Option or any portion thereof to the extent
unexercised, with respect to the number of shares as to which such SAR is
exercised, and to receive payment of an amount computed as described in Section 7.4
hereof.  Such Option will, to the extent
and when surrendered, cease to be exercisable. 
An SAR granted in connection with an Option hereunder will have a base
price per share equal to the per share exercise price of the Option, will be
exercisable at such time or times, and only to the extent, that a related
Option is exercisable, and will expire no later than the related Option
expires.


 


7.3           Freestanding SARs.  A Stock Appreciation Right may be granted
without relationship to an Option and, in such case, will be exercisable as
determined by the Committee,


 


8

















 


but in no event after 10 years
from the Date of Grant.  The base price
of an SAR granted without relationship to an Option shall be determined by the
Committee in its sole discretion; provided, however, that the
base price per share of a freestanding SAR shall not be less than 100 percent
of the Fair Market Value of the Common Stock on the Date of Grant.


 


7.4           Payment of SARs.  An SAR will entitle the holder, upon exercise
of the SAR, to receive payment of an amount determined by multiplying: (i) the
excess of the Fair Market Value of a share of Common Stock on the date of
exercise of the SAR over the base price of such SAR, by (ii) the number of
shares as to which such SAR will have been exercised.  Payment of the amount determined under the
foregoing may be made, in the discretion of the Committee as set forth in the
Award Agreement, in cash, in shares of Common Stock valued at their Fair Market
Value on the date of exercise, or in a combination of cash and shares of Common
Stock.


 


8.                                      RESTRICTED STOCK


 


8.1           Grants of
Restricted Stock.  An Award of
Restricted Stock to a Participant represents shares of Common Stock that are
issued subject to such restrictions on transfer and other incidents of
ownership and such forfeiture conditions as the Committee may determine.  The Committee may, in connection with an
Award of Restricted Stock, require the payment of a specified purchase price.  The Committee may grant Awards of Restricted
Stock that are intended to qualify for exemption under Section 162(m), as
well as Awards of Restricted Stock that are not intended to so qualify.


 


8.2           Vesting
Requirements.  The restrictions
imposed on an Award of Restricted Stock shall lapse in accordance with the
vesting requirements specified by the Committee in the Award Agreement.  Such vesting requirements may be based on the
continued employment or service of the Participant with the Company or its
Subsidiaries for a specified time period or periods, provided that any
such restriction shall not be scheduled to lapse in its entirety earlier than
the first anniversary of the Date of Grant. 
Such vesting requirements may also be based on the attainment of
specified business goals or measures established by the Committee in its sole
discretion.  In the case of any Award of
Restricted Stock that is intended to qualify for exemption under Section 162(m),
the vesting requirements shall be limited to the performance criteria
identified in Section 9.3 below, and the terms of the Award shall
otherwise comply with the Section 162(m) requirements described in Section 9.4
hereof.  The maximum number of shares of
Common Stock that may be subject to an Award of Restricted Stock granted to any
one Participant during any one calendar year shall be separately limited to 50,000
shares (subject to adjustment as provided in Section 3.2 hereof).


 


8.3           Restrictions.  Shares of Restricted Stock may not be
transferred, assigned or subject to any encumbrance, pledge or charge until all
applicable restrictions are removed or expire or unless otherwise allowed by
the Committee.  The Committee may require
the Participant to enter into an escrow agreement providing that the
certificates representing Restricted Stock granted or sold pursuant to the Plan
will remain in the physical custody of an escrow holder until all restrictions
are removed or expire.  Failure to
satisfy any applicable restrictions shall result in the subject shares of
Restricted Stock being forfeited and returned to the Company, with any purchase
price paid by the Participant to be refunded, unless otherwise 


 


9

















 


provided by the Committee.  The Committee may require that certificates
representing Restricted Stock granted under the Plan bear a legend making
appropriate reference to the restrictions imposed.


 


8.4           Rights as
Shareholder.  Subject to the
foregoing provisions of this Section 8 and the applicable Award Agreement,
the Participant will have all rights of a shareholder with respect to shares of
Restricted Stock granted to him, including the right to vote the shares and
receive all dividends and other distributions paid or made with respect
thereto, unless the Committee determines otherwise at the time the Restricted
Stock is granted, as set forth in the Award Agreement.


 


8.5           Section 83(b) Election.  The Committee may provide in an Award
Agreement that the Award of Restricted Stock is conditioned upon the
Participant refraining from making an election with respect to the Award under
section 83(b) of the Code.  Irrespective
of whether an Award is so conditioned, if a Participant makes an election
pursuant to section 83(b) of the Code with respect to an Award of
Restricted Stock, the Participant shall be required to promptly file a copy of
such election with the Company.


 


9.                                      PERFORMANCE
AWARDS


 


9.1           Grant of
Performance Awards.  The Committee
may grant Performance Awards under the Plan, which shall be represented by
units denominated on the Date of Grant either in shares of Common Stock
(Performance Shares) or in specified dollar amounts (Performance Units).  The Committee may grant Performance Awards
that are intended to qualify for exemption under Section 162(m), as well
as Performance Awards that are not intended to so qualify.  At the time a Performance Award is granted,
the Committee shall determine, in its sole discretion, one or more performance
periods and performance goals to be achieved during the applicable performance
periods, as well as such other restrictions and conditions as the Committee
deems appropriate.  In the case of
Performance Units, the Committee shall also determine a target unit value or a
range of unit values for each Award.  No
performance period shall exceed ten years from the Date of Grant.  The performance goals applicable to a
Performance Award grant may be subject to such later revisions as the Committee
shall deem appropriate to reflect significant unforeseen events such as changes
in law, accounting practices or unusual or nonrecurring items or occurrences.  Any such adjustments shall be subject to such
limitations as the Committee deems appropriate in the case of a Performance
Award granted to a Section 162(m) Participant that is intended to
qualify for exemption under Section 162(m).


 


9.2           Payment of
Performance Awards.  At the end of
the performance period, the Committee shall determine the extent to which
performance goals have been attained or a degree of achievement between minimum
and maximum levels in order to establish the level of payment to be made, if
any, and shall determine if payment is to be made in the form of cash or shares
of Common Stock (valued at their Fair Market Value at the time of payment) or a
combination of cash and shares of Common Stock. 
Payments of Performance Awards shall generally be made as soon as
practicable following the end of the performance period.


 


9.3           Performance
Criteria.  The performance criteria
upon which the payment or vesting of a Performance Award intended to qualify
for exemption under Section 162(m) may be


 


10

















 


based shall be limited to the
following business measures, which may be applied with respect to the Company,
any Subsidiary or any business unit, or, if applicable, any Participant, and
which may be measured on an absolute or relative to a peer-group or other
market measure basis: total shareholder return; stock price increase; return on
equity; return on capital; earnings per share; EBIT (earnings before interest
and taxes); EBITDA (earnings before interest, taxes, depreciation and
amortization); ongoing earnings; cash flow (including operating cash flow, free
cash flow, discounted cash flow return on investment, and cash flow in excess
of costs of capital); EVA (economic value added); economic profit (net
operating profit after tax, less a cost of capital charge); SVA (shareholder
value added); revenues; net income; operating income; pre-tax profit margin;
performance against business plan; customer service; corporate governance quotient
or rating; market share; employee satisfaction; safety; employee engagement;
supplier diversity; workforce diversity; operating margins; credit rating;
dividend payments; expenses; fuel cost per million BTU; costs per kilowatt
hour; retained earnings; completion of acquisitions, divestitures and corporate
restructurings; and individual goals based on objective business criteria
underlying the goals listed above and which pertain to individual effort as to
achievement of those goals or to one or more business criteria in the areas of
litigation, human resources, information services, production, inventory,
support services, site development, plant development, building development,
facility development, government relations, product market share or management.  In the case of Performance Awards that are
not intended to qualify for exemption under Section 162(m), the Committee
shall designate performance criteria from among the foregoing or such other
business criteria as it shall determine it its sole discretion.


 


9.4           Section 162(m) Requirements.  In the case of a Performance Award granted to
a Section 162(m) Participant that is intended to comply with the
requirements for exemption under Section 162(m), the Committee shall make
all determinations necessary to establish a Performance Award within 90 days of
the beginning of the performance period (or such other time period required
under Section 162(m)), including, without limitation, the designation of
the Section 162(m) Participants to whom Performance Awards are made,
the performance criteria or criterion applicable to the Award and the
performance goals that relate to such criteria, and the dollar amounts or
number of shares of Common Stock payable upon achieving the applicable
performance goals.  As and to the extent
required by Section 162(m), the terms of a Performance Award granted to a Section 162(m) Participant
must state, in terms of an objective formula or standard, the method of
computing the amount of compensation payable to the Section 162(m) Participant,
and must preclude discretion to increase the amount of compensation payable
that would otherwise be due under the terms of the Award, and, prior to the
payment of such compensation, the Committee shall have certified in writing
that the applicable performance goal has been satisfied.  The maximum amount of compensation that may
be payable under Performance Units granted to any one Participant during any
one calendar year shall not exceed $3,750,000. 
The maximum number of Common Stock units that may be subject to a
Performance Share Award granted to any one Participant during any one calendar
year shall be 100,000 share units (subject to adjustment as provided in Section 3.2
hereof).


 


10.                               PHANTOM STOCK


 


10.1         Grant of Phantom
Stock.  Phantom Stock is an Award to
a Participant of a number of hypothetical share units with respect to shares of
Common Stock, with an initial value based on the Fair Market Value of the
Common Stock on the Date of Grant.  Phantom
Stock shall be 


 


11

















 


subject to such restrictions
and conditions as the Committee shall determine.  On the Date of Grant, the Committee shall
determine, in its sole discretion, the installment or other vesting period of
the Phantom Stock and the maximum value of the Phantom Stock, if any.  No vesting period shall exceed 10 years from
the Date of Grant.


 


10.2         Payment of Phantom
Stock.  Upon the vesting date or
dates applicable to Phantom Stock granted to a Participant, an amount equal to
the Fair Market Value of one share of Common Stock upon such vesting dates
(subject to any applicable maximum value) shall be paid with respect to such
Phantom Stock unit granted to the Participant. 
Payment may be made, at the discretion of the Committee, in cash or in shares
of Common Stock valued at their Fair Market Value on the applicable vesting
dates, or in a combination thereof.


 


11.                               STOCK BONUS


 


11.1         Grant of Stock
Bonus.  An Award of a Stock Bonus to
a Participant represents a specified number of shares of Common Stock that are
issued without restrictions on transfer or forfeiture conditions.  The Committee may, in connection with an
Award of a Stock Bonus, require the payment of a specified purchase price.


 


11.2         Payment of Stock
Bonus.  In the event that the Committee
grants a Stock Bonus, a certificate for (or book entry representing) the shares
of Common Stock constituting such Stock Bonus shall be issued in the name of
the Participant to whom such grant was made as soon as practicable after the
date on which such Stock Bonus is payable.


 


12.                               DIVIDEND
EQUIVALENTS


 


12.1         Grant of Dividend
Equivalents.  A Dividend Equivalent
granted to a Participant is an Award in the form of a right to receive cash
payments determined by reference to dividends declared on the Common Stock from
time to time during the term of the Award, which shall not exceed 10 years from
the Date of Grant.  Dividend Equivalents
may be granted on a stand-alone basis or in tandem with other Awards.  Dividend Equivalents granted on a tandem
basis shall expire at the time the underlying Award is exercised or otherwise
becomes payable to the Participant, or expires.


 


12.2         Payment of
Dividend Equivalents.  Dividend
Equivalent Awards shall be payable in cash or in shares of Common Stock, valued
at their Fair Market Value on either the date the related dividends are
declared or the Dividend Equivalents are paid to a Participant, as determined
by the Committee.  Dividend Equivalents
shall be payable to a Participant as soon as practicable following the time dividends
are declared and paid with respect to the Common Stock, or at such later date
as the Committee shall specify in the Award Agreement.  Dividend Equivalents granted with respect to
Options shall be payable, in accordance with the terms and in compliance with
section 409A of the Code, regardless of whether the Option is exercised.


 


13.                               CHANGE IN
CONTROL


 


13.1         Effect of Change
in Control.  The Committee may, in an
Award Agreement, provide for the effect of a Change in Control on an Award.  Such provisions may include any one or more
of the following: (i) the acceleration or extension of time periods for
purposes of 


 


12

















 


exercising, vesting in, or
realizing gain from any Award, (ii) the waiver or modification of
performance or other conditions related to the payment or other rights under an
Award; (iii) provision for the cash settlement of an Award for an
equivalent cash value, as determined by the Committee, or (iv) such other
modification or adjustment to an Award as the Committee deems appropriate to
maintain and protect the rights and interests of Participants upon or following
a Change in Control.


 


13.2         Definition of
Change in Control  Except as
otherwise provided by the Committee in an Award Agreement, for purposes hereof,
a “Change in Control” shall be deemed to have occurred upon a “change in the
ownership of the Company,” a “change in the effective control of the Company” or
a “change in the ownership of a substantial portion of the Company’s assets” as
defined in Treasury Regulation §§1.409A-3(i)(5)(v), (vi) and (vii),
respectively.


 


14.                               AWARD AGREEMENTS


 


14.1         Form of
Agreement.  Each Award under this
Plan shall be evidenced by an Award Agreement in a form approved by the
Committee setting forth the number of shares of Common Stock, units or other
rights (as applicable) subject to the Award, the exercise, base or purchase
price (if any) of the Award, the time or times at which an Award will become
vested, exercisable or payable, the duration of the Award and, in the case of
Performance Awards, the applicable performance criteria and goals.  The Award Agreement shall also set forth
other material terms and conditions applicable to the Award as determined by
the Committee consistent with the limitations of this Plan.  Award Agreements evidencing Awards intended
to qualify for exemption under Section 162(m) shall contain such
terms and conditions as may be necessary to meet the applicable requirements of
Section 162(m).  Award Agreements
evidencing Incentive Stock Options shall contain such terms and conditions as
may be necessary to meet the applicable provisions of section 422 of the Code.


 


14.2         Termination of
Service.  The Award Agreements may
include provisions describing the treatment of an Award in the event of the
retirement, disability, death or other termination of a Participant’s
employment with or other services to the Company and all Subsidiaries, such as
provisions relating to the vesting, exercisability, acceleration, forfeiture or
cancellation of the Award in these circumstances, including any such provisions
as may be appropriate for Incentive Stock Options as described in Section 6.6(b) hereof.


 


14.3         Forfeiture Events.  The Committee may specify in an Award
Agreement that the Participant’s rights, payments and benefits with respect to
an Award shall be subject to reduction, cancellation, forfeiture or recoupment
upon the occurrence of certain specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award.  Such events shall include, but shall not be
limited to, termination of employment for cause, violation of material Company
or Subsidiary policies, breach of noncompetition, confidentiality or other
restrictive covenants that may apply to the Participant, or other conduct by
the Participant that is detrimental to the business or reputation of the Company
or any Subsidiary.


 


14.4         Contract Rights;
Amendment.  Any obligation of the Company
to any Participant with respect to an Award shall be based solely upon
contractual obligations created by an Award Agreement.  No Award shall be enforceable until the Award
Agreement has been signed on 


 


13

















 


behalf of the Company
(electronically or otherwise) by its authorized representative and acknowledged
by the Participant (electronically or otherwise) and returned to the Company.  By executing the Award Agreement, a
Participant shall be deemed to have accepted and consented to the terms of this
Plan and any action taken in good faith under this Plan by and within the
discretion of the Committee, the Board or their delegates.  Award Agreements covering outstanding Awards
may be amended or modified by the Committee in any manner that may be permitted
for the grant of Awards under the Plan, subject to the consent of the
Participant to the extent provided in the Award Agreement.  In accordance with such procedures as the Company
may prescribe, a Participant may sign or otherwise execute an Award Agreement
and may consent to amendments of modifications of Award Agreements covering
outstanding Awards by electronic means.


 


15.                               GENERAL
PROVISIONS


 


15.1         No Assignment or
Transfer; Beneficiaries.  Except as
provided in Section 6.5 hereof, Awards under the Plan shall not be
assignable or transferable, except by will or by the laws of descent and
distribution, and during the lifetime of a Participant the Award shall be
exercised only by such Participant or by his guardian or legal representative.  Notwithstanding the foregoing, the Committee
may provide in the terms of an Award Agreement that the Participant shall have
the right to designate a beneficiary or beneficiaries who shall be entitled to
any rights, payments or other specified benefits under an Award following the
Participant’s death.


 


15.2         Deferrals of
Payment.  The Committee may permit a
Participant to defer the receipt of payment of cash or delivery of shares of
Common Stock that would otherwise be due to the Participant by virtue of the
exercise of a right or the satisfaction of vesting or other conditions with
respect to an Award.  If any such
deferral is to be permitted by the Committee, the Committee shall establish the
rules and procedures relating to such deferral, including, without
limitation, the period of time in advance of payment when an election to defer
may be made, the time period of the deferral and the events that would result
in payment of the deferred amount, the interest or other earnings attributable
to the deferral and the method of funding, if any, attributable to the deferred
amount.  Unless otherwise expressly
agreed between the Participant and the Company, any such deferral shall be
effected in accordance with the requirements of section 409A of the Code so as
to avoid any imposition of a tax under section 409A of the Code.


 


15.3         Rights as
Shareholder.  A Participant shall
have no rights as a holder of Common Stock with respect to any unissued
securities covered by an Award until the date the Participant becomes the
holder of record of those securities.  Except
as provided in Section 3.2 or Section 8.4 hereof, no adjustment or
other provision shall be made for dividends or other shareholder rights, except
to the extent that the Award Agreement provides for Dividend Equivalents,
dividend payments or similar economic benefits.


 


15.4         Employment or
Service.  Nothing in the Plan, in the
grant of any Award or in any Award Agreement shall confer upon any Eligible
Person the right to continue in the capacity in which he is employed by or
otherwise serves the Company or any Subsidiary.


 


14

















 


15.5         Securities Laws.  No shares of Common Stock will be issued or
transferred pursuant to an Award unless and until all then applicable
requirements imposed by federal and state securities and other laws, rules and
regulations and by any regulatory agencies having jurisdiction, and by any
stock exchanges upon which the Common Stock may be listed, have been fully met.  As a condition precedent to the issuance of
shares pursuant to the grant or exercise of an Award, the Company may require
the Participant to take any reasonable action to meet such requirements.  The Committee may impose such conditions on
any shares of Common Stock issuable under the Plan as it may deem advisable,
including, without limitation, restrictions under the Securities Act of 1933,
as amended, under the requirements of any stock exchange upon which such shares
of the same class are then listed, and under any blue sky or other securities laws
applicable to such shares.


 


15.6         Tax Withholding.
 The Participant shall be responsible for
payment of any taxes or similar charges required by law to be withheld from an
Award or an amount paid in satisfaction of an Award, which shall be paid by the
Participant on or prior to the payment or other event that results in taxable
income in respect of an Award.  The Award
Agreement shall specify the manner in which the withholding obligation shall be
satisfied with respect to the particular type of Award, provided that,
if shares of Common Stock are withheld from delivery upon exercise of an Option
or a Stock Appreciation Right, the Fair Market Value of the shares withheld
shall not exceed, as of the time the withholding occurs, the minimum amount of
tax for which withholding is required.


 


15.7         Unfunded Plan.  The adoption of this Plan and any setting
aside of cash amounts or shares of Common Stock by the Company with which to
discharge its obligations hereunder shall not be deemed to create a trust or
other funded arrangement.  The benefits
provided under this Plan shall be a general, unsecured obligation of the Company
payable solely from the general assets of the Company, and neither a
Participant nor the Participant’s permitted transferees or estate shall have
any interest in any assets of the Company by virtue of this Plan, except as a
general unsecured creditor of the Corporation. 
Notwithstanding the foregoing, the Company shall have the right to
implement or set aside funds in a grantor trust subject to the claims of the Company’s
creditors to discharge its obligations under the Plan.


 


15.8         Other Compensation
and Benefit Plans.  The adoption of
the Plan shall not affect any other stock incentive or other compensation plans
in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company
from establishing any other forms of stock incentive or other compensation for
employees of the Company or any Subsidiary. 
The amount of any compensation deemed to be received by Participant
pursuant to an Award shall not constitute compensation with respect to which
any other employee benefits of such Participant are determined, including,
without limitation, benefits under any bonus, pension, profit sharing, life
insurance or salary continuation plan, except as otherwise specifically provided
by the terms of such plan.


 


15.9         Plan Binding on
Successors.  The Plan shall be
binding upon the Company, its successors and assigns, and the Participant, his
executor, administrator and permitted transferees and beneficiaries.


 


15

















 


15.10       Construction and
Interpretation.  Whenever used
herein, nouns in the singular shall include the plural, and the masculine
pronoun shall include the feminine gender. 
Headings of Articles and Sections hereof are inserted for convenience
and reference and constitute no part of the Plan.


 


15.11       Severability.  If any provision of the Plan or any Award
Agreement shall be determined to be illegal or unenforceable by any court of
law in any jurisdiction, the remaining provisions hereof and thereof shall be
severable and enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction.


 


15.12       Governing Law.  The validity and construction of this Plan
and of the Award Agreements shall be governed by the laws of the State of
Delaware.


 


15.13       Non-U.S. Employees.  In order to facilitate the making of any
grant or combination of grants under this Plan, the Committee may provide for
such special terms for awards to Participants who are foreign nationals, who
are employed by the Company or any Subsidiary outside of the United States of
America or who provide services to the Company under an agreement with a
foreign nation or agency, as the Committee may consider necessary or appropriate
to accommodate differences in local law, tax policy or custom.  Moreover, the Committee may approve such
supplements to, or amendments, restatements or alternative versions of, this
Plan as it may consider necessary or appropriate for such purposes without
thereby affecting the terms of this Plan as in effect for any other purpose,
and the Secretary or other appropriate officer of the Company may certify any
such document as having been approved and adopted in the same manner as this
Plan.  No such special terms,
supplements, amendments or restatements shall include any provisions that are
inconsistent with the terms of this Plan as then in effect unless this Plan
could have been amended to eliminate such inconsistency without further
approval by the shareholders of the Company.


 


15.14       Compliance with Section 409A
of the Code.  This Plan is intended
to comply and shall be administered in a manner that is intended to comply with
section 409A of the Code and shall be construed and interpreted in accordance
with such intent.  To the extent that an
Award, issuance and/or payment is subject to section 409A of the Code, it shall
be awarded and/or issued or paid in a manner that will comply with section 409A
of the Code, including proposed, temporary or final regulations or any other
guidance issued by the Secretary of the Treasury and the Internal Revenue
Service with respect thereto.  Any
provision of this Plan that would cause an Award, issuance and/or payment to
fail to satisfy section 409A of the Code shall have no force and effect until
amended to comply with Code section 409A (which amendment may be retroactive to
the extent permitted by applicable law).


 


16.                               EFFECTIVE DATE,
TERMINATION AND AMENDMENT


 


16.1         Effective Date;
Shareholder Approval.  The Effective
Date of the Plan shall be the date on which the Plan is approved by the Board (provided
that, to the extent the Plan is not approved by the shareholders of the Company
within 12 months after the Effective Date, any Award that at the time of grant
was intended to be an Incentive Stock Option shall be a Nonqualified Stock
Option).


 


16

















 


16.2         Termination.  The Plan shall terminate on the date
immediately preceding the tenth anniversary of the date the Plan is adopted by
the Board.  The Board may, in its sole
discretion and at any earlier date, terminate the Plan.  Notwithstanding the foregoing, no termination
of the Plan shall in any manner affect any Award theretofore granted without
the consent of the Participant or the permitted transferee of the Award.


 


16.3         Amendment.  The Board may at any time and from time to
time and in any respect, amend or modify the Plan; provided, however,
that no amendment or modification of the Plan shall be effective without the consent
of the Company’s shareholders that would (i) change the class of Eligible
Persons under the Plan, (ii) increase the number of shares of Common Stock
reserved for issuance under the Plan or for certain types of Awards under Section 3.1
hereof, or (iii) allow the grant of SARs or Options at an exercise price
below Fair Market Value, or allow the repricing of SARs or Options without
shareholder approval.  In addition, the
Board may seek the approval of any amendment or modification by the Company’s
shareholders to the extent it deems necessary or advisable in its sole
discretion for purposes of compliance with Section 162(m) or section
422 of the Code, the listing requirements of the New York Stock Exchange or for
any other purpose.  No amendment or modification
of the Plan shall in any manner affect any Award theretofore granted without
the consent of the Participant or the permitted transferee of the Award.


 


17

















 


IN WITNESS OF its adoption by the Board on November 26,
2007, this Plan is executed on behalf of the Company this 26th day
of November, 2007.


 


	
   

  	
  MYR GROUP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:   

  	
  /s/ WILLIAM
  A. KOERTNER

  
	
   

  	
  Name: William A. Koertner

  
	
   

  	
  Title: President and Chief Executive
  Officer

  
			



 


18