Exhibit 10.5


 


 


 


MYR
GROUP INC.


 


MANAGEMENT
STOCKHOLDERS AGREEMENT


 


Dated
March 10, 2006


 


among


 


MYR
GROUP INC.


 


and
its


 


MANAGEMENT
STOCKHOLDERS


 

















 


Table of
Contents


 


	
  ARTICLE I DEFINITIONS

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE II TRANSFER OF SHARES

  	
  6

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Restrictions on Transfer

  	
  6

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Notice of Proposed Transfer

  	
  6

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Termination of Restrictions

  	
  6

  
	
   

  	
   

  	
   

  
	
  2.4

  	
  Other Transfers Void

  	
  7

  
	
   

  	
   

  	
   

  
	
  2.5

  	
  Right of First Refusal

  	
  7

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Proposed
  Sale

  	
  7

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Acceptance

  	
  7

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Closing

  	
  7

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  Second
  Offer

  	
  7

  
	
   

  	
   

  	
   

  
	
  (e)

  	
  Company’s
  Acceptance

  	
  7

  
	
   

  	
   

  	
   

  
	
  (f)

  	
  Second
  Offer Closing

  	
  8

  
	
   

  	
   

  	
   

  
	
  (g)

  	
  Permitted
  Sale

  	
  8

  
	
   

  	
   

  	
   

  
	
  2.6

  	
  Drag Along Rights

  	
  8

  
	
   

  	
   

  	
   

  
	
  2.7

  	
  Redemption Upon Termination of Employment

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE III PIGGYBACK REGISTRATION

  	
  10

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Piggyback Registration

  	
  10

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Underwriting in Piggyback Registration

  	
  10

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Withdrawal in Piggyback Registration

  	
  10

  
	
   

  	
   

  	
   

  
	
  3.4

  	
  Blue Sky in Piggyback Registration

  	
  10

  
	
   

  	
   

  	
   

  
	
  3.5

  	
  Expenses of Registration

  	
  10

  
	
   

  	
   

  	
   

  
	
  3.6

  	
  Indemnities

  	
  10

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Indemnity
  by the Company

  	
  10

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Indemnity
  by the Selling Stockholders

  	
  11

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Indemnity
  Procedures

  	
  12

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  Insufficiency
  of Indemnities

  	
  13

  
	
   

  	
   

  	
   

  
	
  3.7

  	
  Obligations of the Company

  	
  13

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Registration
  Statement

  	
  14

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Amendments

  	
  14

  



 


2

















 


	
  (c)

  	
  Prospectus

  	
  14

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  Underwriting
  Agreement

  	
  14

  
	
   

  	
   

  	
   

  
	
  (e)

  	
  Prospectus
  Notice

  	
  14

  
	
   

  	
   

  	
   

  
	
  (f)

  	
  Listing

  	
  15

  
	
   

  	
   

  	
   

  
	
  (g)

  	
  Transfer
  Agent and Registrar

  	
  15

  
	
   

  	
   

  	
   

  
	
  (h)

  	
  Legal
  Opinions and Accountants’ Letters

  	
  15

  
	
   

  	
   

  	
   

  
	
  (i)

  	
  Stop Orders

  	
  15

  
	
   

  	
   

  	
   

  
	
  (j)

  	
  Earnings Statement Pursuant to Section 11(a)

  	
  15

  
	
   

  	
   

  	
   

  
	
  3.8

  	
  Termination of Registration Rights

  	
  15

  
	
   

  	
   

  	
   

  
	
  3.9

  	
  Market Stand-Off

  	
  15

  
	
   

  	
   

  	
   

  
	
  3.10

  	
  Public Information

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.11

  	
  Information Furnished by Stockholders

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV MISCELLANEOUS

  	
  16

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Entire Agreement; Amendments

  	
  16

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Expenses

  	
  17

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Governing Law

  	
  17

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  Jurisdiction

  	
  17

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Dispute
  Resolution

  	
  17

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Consent
  to Service

  	
  17

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  Assignment

  	
  17

  
	
   

  	
   

  	
   

  
	
  4.6

  	
  Notices

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.7

  	
  Severability

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.8

  	
  No Third Parties; No Reliance

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.9

  	
  Exhibits and Schedules; Construction of
  Certain Provisions

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.10

  	
  Headings

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.11

  	
  Counterparts; Execution by Facsimile

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.12

  	
  Binding Provisions

  	
  19

  
	
   

  	
   

  	
   

  
	
  4.13

  	
  Severability

  	
  19

  
	
   

  	
   

  	
   

  
	
  4.14

  	
  Legend

  	
  19

  



 


3

















 


 


MYR
GROUP INC.


 


MANAGEMENT
STOCKHOLDERS AGREEMENT


 


THIS MANAGEMENT STOCKHOLDERS AGREEMENT
(the “Agreement”) of MYR GROUP INC.
(the “Company”) is made and entered into this 10th day of March, 2006,
by and among the Company and the individuals signatory to this Agreement (each
a “Management Stockholders”), effective for each Management Stockholder
as of the date on which he or she executes this Agreement.


 


SUMMARY


 


Effective  as of March 10, 2006, MYR Group Holdings LLC (“ArcLight”)
acquired 60% of the capital stock of the Company from FirstEnergy Corp. (“FirstEnergy”),
pursuant to a Stock Purchase Agreement dated March 10, 2006 (the “Stock
Purchase Agreement”). In connection with such acquisition, ArcLight,
FirstEnergy and the Company have entered into a stockholders agreement (the “Principal
Stockholders Agreement”) in order to set forth their understandings
regarding their continuing ownership of the Company and regarding certain of
the Company’s continuing operations.


 


The Principal
Stockholders Agreement provides that certain employees of the Company (the “Management
Employees”) identified in Schedule 2.2 to the Principal Stockholders
Agreement will be offered the right (the “Stock Purchase Right”) to
purchase Shares upon the terms set forth in Section 2.2 of the Principal
Stockholders Agreement during the period commencing on the fifth and ending on
the 60th business day following the date of the Principal
Stockholders Agreement.


 


The Principal
Stockholders Agreement also provides that the Management Employees will be
granted Options to purchase, under the terms of the Plan (as defined therein),
such number of Shares as provided in Section 2.4 of the Principal
Stockholders Agreement.


 


Pursuant to
the terms of the Principal Stockholders Agreement and the Plan, the Management
Employees are required, as a condition to their exercise of their Stock
Purchase Rights and their exercise of the Option granted to them, to execute a
copy of this Agreement.


 


The Management
Stockholders therefore agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


In this Agreement, the following terms have
the following meanings:


 


“Affiliate”
means, (i) for each Management Stockholder who is an individual, the
estates and family members of such Management Stockholder, and any trusts for
the benefit of such individuals; and (ii) for each Management Stockholder
that is a trust, the estates and family


 


4

















 


members of such trust’s individual beneficiaries, and any other trusts
for the benefit of such beneficiaries. A “family member” of an individual shall
mean such individual’s spouse, and each of such individual’s lineal
descendents.


 


“Affiliated
Companies” means each direct or indirect
subsidiary of the Company.


 


“Bona Fide Offeror” means
a Person, other than an Affiliate of a Management Stockholder, who offers in
writing to purchase Shares of one or more Management Stockholders solely for
cash and who has provided evidence of the availability of sufficient funds in
cash to make the necessary cash purchase price payment.


 


“Common Stock” means
the common stock, without par value, of the Company.


 


“Executive Management Committee” shall
mean the executive committee appointed pursuant to the provisions of the
by-laws, which currently consists of the Chief Executive Officer, Chief
Operating Officer, Chief Legal Counsel, Chief Financial Officer, Vice President
Safety and two Group Operating Vice Presidents.


 


“Equity Securities”
means any shares of capital stock of the Company, any securities convertible
into or exchangeable for shares of capital stock of the Company, and any
options, warrants, and other rights to purchase or otherwise acquire from the
Company shares of such capital stock, or securities convertible into or
exchangeable for shares of such capital stock.


 


“Management Stockholder”
means any employee listed on Schedule 2.2 to the Principal Stockholders
Agreement who has acquired any Shares pursuant to his or her exercise of a
Stock Purchase Right or an Option and who has executed a copy of this Agreement
and a promissory note and pledge agreement, if applicable, or any Permitted
Transferee to whom such Person has Transferred any Shares pursuant to Section 2.1.


 


“Option”
means a stock option issued under the Plan.


 


“Permitted Transferee” means
any Affiliate of a Management Stockholder.


 


“Person”
means any individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.


 


“Plan” means
the Company’s Stock Option Plan referred to in Section 2 of the Principal
Stockholders Agreement.


 


“Register”
and “Registration” mean registration
under the Securities Act of an offering of securities.


 


“Registrable Securities”
shall mean all Equity Securities held by or issued to a Management Stockholder
unless (i) they have been effectively registered under Section 5 of
the Securities Act and disposed of pursuant to an effective registration
statement, or (ii) all of such Equity Securities may be freely sold
and transferred during a three-month period pursuant to


 


5

















 


Rule 144 under the Securities Act or any successor rule.


 


“Registration Expenses”
shall mean all expenses incurred by the Company in complying with Article V
(“Piggyback Registration Rights”) of this Agreement, as applicable,
including, without limitation, all federal and state registration,
qualification and filing fees, printing expenses, fees and disbursements of
counsel and accountants for the Company, Blue Sky fees and expenses (which fees
and expenses shall be deemed to include all fees and expenses of the Company
arising out of filings required by, and all other costs and expenses incident
to compliance with, state securities laws, rules and regulations), and the
expense of any special audits incident to or required by any such registration.


 


“Securities Act”
means the U.S. Securities Act of 1933, as amended.


 


“Selling Expenses”
shall mean all underwriting discounts and selling commissions applicable to the
sale of Registrable Securities pursuant to this Agreement.


 


“Shares” means
the issued and outstanding shares of Common Stock.


 


“Transfer” means
to issue, sell, transfer, gift, assign, pledge or otherwise dispose of, whether
voluntarily or involuntarily, directly or indirectly, or by operation of law
and whether with or without consideration.


 


ARTICLE II


 


TRANSFER OF
SHARES


 


2.1                               Restrictions
on Transfer. Except as provided in Sections 2.5 and 2.6,
a Management Stockholder’s Shares shall not be Transferred except to a
Permitted Transferee of such Management Stockholder upon the conditions
specified in this Section 2.1. In the event that a Management Stockholder
Transfers any or all of his, her or its Shares to a Permitted Transferee, as a
condition to the Transfer, such Permitted Transferee shall execute a counterpart to
this Agreement, whereupon such transferee shall be bound by this Agreement and
shall, by becoming a party to this Agreement as required by this Agreement, be
deemed to and shall have irrevocably agreed with such Management Stockholder to
grant all consents the Management Stockholder grants or otherwise would be
entitled to grant, as directed by such Management Stockholder, and to cast all
votes as such Management Stockholder casts or otherwise would be entitled to
cast, as directed by such Management Stockholder.


 


2.2                               Notice
of Proposed Transfer. Each Management Stockholder shall, prior to any
Transfer permitted under Section 2.1, deliver written notice to the
Company and such notice shall disclose in all reasonable detail the identity of
the Permitted Transferee(s) and shall deliver to the Company copies of the
agreements of such transferee as contemplated by Section 2.1.


 


2.3                               Termination
of Restrictions. Notwithstanding the foregoing provisions of this
Article, the restrictions imposed by this Article upon the Transfer of any
Shares shall cease and terminate when any such Shares are sold or otherwise
disposed of pursuant to an effective


 


6

















 


registration statement under
the Securities Act. Whenever the restrictions imposed by this Article shall
terminate, the Management Stockholder holding any Shares as to which such
restrictions have terminated shall be entitled to receive from the Company,
without expense, a new certificate not bearing the restrictive legend provided
for in this Agreement and not containing any other reference to the
restrictions imposed by this Article.


 


2.4                               Other
Transfers Void. Any Transfer of Shares by a Management Stockholder not
in accordance with this Article shall be void.


 


2.5                               Right
of First Refusal.


 


(a)                                  Proposed
Sale. If a Management Stockholder proposes to sell any or all of his,
her or its Shares to any Bona Fide Offeror (and only to a Bona Fide Offeror),
such Management Stockholder shall, before making or accepting such offer,
deliver to ArcLight and FirstEnergy an offer (the “Offer”) to Transfer
to them all, and not less than all, of such shares (the “Offered Shares”)
upon the terms upon which such Management Stockholder proposes to Transfer such
Offered Shares to the Bona Fide Offeror. The Offer shall state that such
Management Stockholder proposes to sell such Offered Shares and shall specify
in reasonable detail the number of Offered Shares and the terms of such
proposed sale (including purchase price and payment terms). The Offer shall
remain open and irrevocable for a period of 30 days (the “First Offer Period”)
from the date of its delivery.


 


(b)                                  Acceptance.
ArcLight or FirstEnergy may accept the Offer by delivering to the offering
Management Stockholder a notice within the First Offer Period for the purchase
of all, and not less than all, of the Offered Shares. If both ArcLight and
FirstEnergy accept the Offer, then the Offer shall be deemed accepted by
ArcLight and FirstEnergy with respect to the number of Shares offered
multiplied by the pro rata amounts (meaning the quotient obtained by dividing (i) the
aggregate number of Shares held by ArcLight and FirstEnergy, respectively, and
their respective “Permitted Transferees” (as such term is defined with respect
to ArcLight and FirstEnergy in the Principal Stockholders Agreement) by (ii) the
aggregate number of Shares held by ArcLight and FirstEnergy.


 


(c)                                  Closing.
If ArcLight or FirstEnergy or both accept the Offer, the sale of the Offered
Shares to them shall be made on a business day designated by the offering
Management Stockholder, not less than 10 and not more than 30 days after
expiration of the First Offer Period on those terms and conditions set forth in
the Offer not inconsistent with this Section 2.5.


 


(d)                                  Second
Offer. If ArcLight or FirstEnergy do not accept the Offer, the offering
Management Stockholder shall deliver the Offer to the Company. The Offer shall
remain open and irrevocable for a period of 30 days (the “Second Offer
Period”) from the date of its delivery.


 


(e)                                  Company’s
Acceptance. The Company may accept the Offer by delivering to the
offering Management Stockholder a notice (the “Second Purchase Notice”)
within the Second Offer Period to purchase all, and not less than all, of the
Offered Shares which


 


7

















 


the offering Management
Stockholder proposes to Transfer.


 


(f)                                    Second
Offer Closing. If the Company accepts the Offer, the sale of the
Offered Shares to the Company shall be made on a business day designated by the
offering Management Stockholder, not less than 10 and not more than 30 days
after expiration of the Second Offer Period on those terms and conditions set
forth in the Offer not inconsistent with this Section 2.5.


 


(g)                                 Permitted
Sale. In the event that neither ArcLight or FirstEnergy nor the Company
accept the Offer with respect to all of the Offered Shares, the offering
Management Stockholder may Transfer the Offered Shares to the proposed
Bona Fide Offeror within 90 days from the commencement date of the First Offer
Period at a price and on terms no more favorable to the Bona Fide Offeror than
the price and terms initially offered by the Bona Fide Offeror. If the price
and terms offered to the Bona Fide Offeror are more favorable to the Bona Fide
Offeror than the price and terms initially offered by the Bona Fide Offeror,
such Management Stockholder shall once again be required to make to ArcLight
and FirstEnergy the offer as provided for in this Section 2.5.


 


2.6                               Drag
Along Rights. In the event that ArcLight shall determine to sell or
exchange (in a business combination or otherwise) all, and not less than all,
of the Shares held by ArcLight collectively with its Permitted Transferees (as
such term is defined with respect to ArcLight in the Principal Stockholders
Agreement), in a bona fide arm’s-length transaction,  then, upon the written notice of ArcLight
(the “Drag Along Sale Notice”), the Management Stockholders shall be
obligated to, and shall, sell, transfer and deliver, or cause to be sold,
transferred and delivered, to the other party,


 


(i) in
the case of Shares acquired by exercise of an Option, all and not less than all
of such Shares, at the same price per share and on the same terms applicable to
ArcLight collectively with its Permitted Transferees (as such term is defined
with respect to ArcLight in the Principal Stockholders Agreement), and set
forth in the Drag Along Sale Notice,


 


(ii) in
the case of Shares acquired by exercise of a Stock Purchase Right, all and not
less than all of such Shares, at the same price per share and on the same terms
applicable to ArcLight collectively with its Permitted Transferees, and set
forth in the Drag Along Sale Notice, provided that, if the sale does not
result in a 8% per annum rate of return on the aggregate amount paid by the
Management Stockholder to acquire such Shares (less the present value of any
dividends or other distributions received by the Management Stockholder with
respect to such Shares) (the “8% Return Rate”), then the Company shall
pay to the Management Stockholders an amount equal to the difference between
the price per share paid by the other party and a price representing an 8%
Return Rate, which amount shall be payable in a single cash lump sum within 30
days after the closing of the sale; provided that the liability of each
Management Stockholder to the prospective purchaser in connection with such transaction
shall not under any circumstances exceed the consideration received by such
Management Stockholder in connection therewith and all representations,
warranties and covenants given in connection with such transaction shall be
several and not joint, or if they are not several, then the Management
Stockholders shall have entered into a contribution agreement to bear, among


 


8

















 


themselves, liability to the purchaser in
connection with such transaction in proportion to the amount of consideration
received in such transaction by each Management Stockholder and to bear full
liability with respect to breaches of representations, warranties and covenants
with respect to which other Management Stockholders would not have been liable
had such representations, warranties and covenants been given severally, and
not jointly.


 


2.7                               Redemption
Upon Termination of Employment.


 


(a)                                  Notwithstanding
any contrary provision contained herein, upon a Management Stockholder’s termination
of employment with the Company and all of its Affiliated Companies for any
reason other than the reason set forth in subsection (b), all Shares then
held by such Management Stockholder shall be redeemed by the Company. In the
case of Shares acquired by exercise of a Stock Purchase Right, such Shares
shall be redeemed (i) in the event that the employment is terminated
before a sale by ArcLight of its Shares in the Company, at a price representing
an 8% Return Rate, and (ii) in the event that the employment is terminated
at the same time as or after a sale by ArcLight of its Shares in the Company,
at a price equal to the greater of (x) the fair market value of such Shares at the date of the Management
Stockholder’s termination of employment, as determined in accordance with the
valuation requirements of the proposed regulations under Internal Revenue Code section 409A
or the comparable provisions in the final regulations issued under that section,
and (y) an amount representing an 8% Return Rate. In the case of Shares
acquired by exercise of an Option, such Shares shall be redeemed at a price
equal to the fair market value of such
Shares at the date of the Management Stockholder’s termination of employment,
as determined in accordance with the valuation requirements of the proposed
regulations under Internal Revenue Code section 409A or the comparable
provisions in the final regulations issued under that section. Payment
of the redemption price shall be made within 30 days after the date of the
Management Stockholder’s termination of employment, or by the earliest date
thereafter by which the amount of the payment can be determined.


 


(b)                                  Notwithstanding
the foregoing, if two (2) or more members of the Company’s Executive
Management Committee terminate their employment within any 90 day period to
accept employment with any single entity or any of such entity’s affiliated
entities that engages directly or indirectly in infrastructure construction
services and/or the commercial/industrial services business, then (i), in the
case of Shares acquired by exercise of Stock Purchase Rights, the Company shall
redeem from each such Management Stockholder their Shares for a consideration
equal to such Management Stockholder’s purchase price paid for such Shares; (ii) in
the case of Shares acquired by exercise of an Option, the Company shall redeem
from each such Management Stockholder their Shares for a consideration equal to
the purchase price set forth in Section 2.7(a)(ii)(x), and (iii), in the
case of any unvested or unexercised Options, the Management Stockholder shall
surrender their unvested or unexercised Options to the Company for no
consideration.


 


(c)                                  This
Section 2.7 shall not apply to the extent that the restrictions on
transferability of the Shares have been terminated pursuant to Section 2.3.


 


9

















 


ARTICLE III


 


PIGGYBACK
REGISTRATION


 


3.1                               Piggyback
Registration. Subject to the terms of this Agreement, in the event the
Company chooses to Register any of its Common Stock, prior to the date 10 years
after the date of this Agreement, on a form that is suitable for a
Registration involving Registrable Securities, the Company will: (i) promptly
give each Management Stockholder written notice (the “Company Notice”)
thereof, and (ii) include in such Registration (and any related
qualification under Blue Sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
delivered to the Company by any Management Stockholder within 15 days after
delivery of the Company Notice.


 


3.2                               Underwriting
in Piggyback Registration. If the Company Notice relates to an
underwritten public offering, the Company shall so advise the Management
Stockholders in the Company Notice. In such event the right of any Management
Stockholder to Registration shall be conditioned upon the inclusion of such
Management Stockholder’s Registrable Securities in such underwritten public
offering to the extent provided in this Section. All Management Stockholders
proposing to distribute their securities through such underwriting shall
(together with the Company and any other Management Stockholders participating
in such offering) enter into an underwriting agreement with the Underwriter’s
Representative for such offering. The Company shall select the underwriters.


 


3.3                               Withdrawal
in Piggyback Registration. If any Management Stockholder disapproves of
the terms of any such underwriting, he or she may elect to withdraw
therefrom by written notice to the Company and the underwriter delivered at
least 7 business days prior to the effective date of the Registration Statement
as disclosed to such Management Stockholder by the Company.


 


3.4                               Blue
Sky in Piggyback Registration. In the event of any Registration of
Registrable Securities pursuant to this Section, the Company shall use
commercially reasonable efforts to qualify the securities covered by the
Registration Statement under the Blue Sky laws of such jurisdictions as shall
be reasonably appropriate for the distribution of such securities; provided,
however, that the Company shall not be required to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions.


 


3.5                               Expenses
of Registration. All Registration Expenses and Selling Expenses
incurred in connection with any registration pursuant to Section 3.1 shall
be borne by the Company.


 


3.6                               Indemnities.
In the event of any registered offering of Registrable Securities pursuant to
this Section,


 


(a)                                  Indemnity
by the Company. The Company will indemnify and hold harmless, to the
fullest extent permitted by law, any Management Stockholder and any underwriter
for such Management Stockholder, and each person, if any, who controls the


 


10

















 


Management Stockholder or such
underwriter, from and against any and all losses, damages, claims, liabilities,
joint or several, costs and expenses (including any amounts paid in any
settlement effected with the Company’s consent) to which the Management
Stockholder or any such underwriter or controlling person may become
subject under applicable law or otherwise, insofar as such losses, damages,
claims, liabilities (or actions or proceedings in respect thereof), costs or
expenses arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in the registration
statement or included in the prospectus, as amended or supplemented, or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances in which they are made, not misleading, and the Company will
reimburse the Management Stockholder, such underwriter and each such
controlling person of the Management Stockholder or the underwriter, promptly
upon demand, for any reasonable legal or any other expenses incurred by them in
connection with investigating, preparing to defend or defending against or
appearing as a third-party witness in connection with such loss, claim, damage,
liability, action or proceeding; provided, however, that the Company will not
be liable to any such Management Stockholder, underwriter or controlling person
in any such case to the extent that any such loss, damage, liability, cost or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with
information furnished in writing by such Management Stockholder, such
underwriter or such controlling persons in writing specifically for inclusion
therein; provided, further, that this indemnity shall not be deemed to relieve
any underwriter of any of its due diligence obligations; provided, further,
that the indemnity agreement contained in this subsection shall not apply
to amounts paid in settlement of any such claim, loss, damage, liability or
action if such settlement is effected without the consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
selling Management Stockholder, the underwriter or any controlling person of
the selling Management Stockholder or the underwriter, and regardless of any
sale in connection with such offering by the selling Management Stockholder. Such
indemnity shall survive the transfer of securities by a selling Management
Stockholder.


 


(b)                                  Indemnity
by the Selling Management Stockholders. Each Management Stockholder
participating in a registration hereunder will indemnify and hold harmless the
Company, any underwriter for the Company, and each person, if any, who controls
the Company or such underwriter, from and against any and all losses, damages,
claims, liabilities, costs or expenses (including any amounts paid in any
settlement effected with the selling Management Stockholder’s consent) to which
the Company or any such controlling person and/or any such underwriter may become
subject under applicable law or otherwise, insofar as such losses, damages,
claims, liabilities (or actions or proceedings in respect thereof), costs or
expenses arise out of or are based on (i) any untrue or alleged untrue
statement of any material fact contained in the registration statement or
included in the prospectus, as amended or supplemented, or (ii) the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances in which they were made, not misleading, and each such
Management Stockholder will reimburse the Company, any underwriter and each
such controlling person of the Company or any underwriter, promptly upon
demand, for any reasonable legal or other expenses incurred by


 


11

















 


them in connection with
investigating, preparing to defend or defending against or appearing as a
third-party witness in connection with such loss, claim, damage, liability,
action or proceeding; in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was so made in strict conformity with written information furnished by
such Management Stockholder specifically for inclusion therein. The foregoing
indemnity agreement is subject to the condition that, insofar as it relates to
any such untrue statement (or alleged untrue statement) or omission (or alleged
omission) made in the preliminary prospectus but eliminated or remedied in the
amended prospectus at the time the registration statement becomes effective or
in the Final Prospectus, such indemnity agreement shall not inure to the
benefit of (i) the Company and (ii) any underwriter, if a copy of the
Final Prospectus was not furnished to the person or entity asserting the loss,
liability, claim or damage at or prior to the time such furnishing is required
by the Securities Act; provided, further, that this indemnity shall not be
deemed to relieve any underwriter of any of its due diligence obligations;
provided, further, that the indemnity agreement contained in this subsection shall
not apply to amounts paid in settlement of any such claim, loss, damage,
liability or action if such settlement is effected without the consent of the
Management Stockholders, as the case may be, which consent shall not be
unreasonably withheld. In no event shall the liability of a Management
Stockholder exceed the gross proceeds (net of underwriting discounts and
commissions) from the offering received by such Management Stockholder.


 


(c)                                  Indemnity
Procedures. Promptly after receipt by an indemnified party of notice of
the commencement of any action involving the subject matter of the foregoing
indemnity provisions, such indemnified party will, if a claim thereof is to be
made against the indemnifying party, promptly notify the indemnifying party of
the commencement thereof; but the omission to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than hereunder. In case such action is brought against any
indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party shall have the right to participate in, and, to
the extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided however, that if the
defendants in any action include both the indemnified party and the
indemnifying party and there is a conflict of interests which would prevent
counsel for the indemnifying party from also representing the indemnified
party, the indemnified party or parties shall have the right to select one
separate counsel to participate in the defense of such action on behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party for any legal
or other expense subsequently incurred by such indemnified party in connection
with the defense thereof, unless (i) the indemnified party shall have
employed counsel in accordance with the provisions of the preceding sentence, (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after the notice of the commencement of the action and within 15 days
after written notice of the indemnified party’s intention to employ separate
counsel pursuant to the previous sentence, or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party. No indemnifying party will consent to entry
of any judgment or enter into


 


12

















 


any settlement which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
to such claim or litigation. The indemnifying party shall give the indemnified
party at least 20 days (or such shorter period as shall reasonably be required
under the circumstances) notice of any proposed settlement, together with true
and correct copies of any proposed settlement.


 


(d)                                  Insufficiency
of Indemnities. If the indemnification provided for in this Section is
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) then each indemnifying party shall (severally, but not
jointly) contribute to the aggregate amount paid or payable by such indemnified
party in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Management Stockholders on the
other from the offering. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law then each indemnifying
party shall (severally, but not jointly) contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Management Stockholders on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, (or actions or proceedings in respect thereof),
as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Management Stockholders on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting Registration Expenses) received by the
Company bears to the total net proceeds from the offering received by the
Management Stockholders. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the
Management Stockholders on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Management Stockholders agree that
it would not be just and equitable if contributions pursuant to this Section were
determined by pro rata allocation (even if the Management Stockholders were
treated as one entity for such purpose) or by any other method of allocation
which does not take into account the equitable considerations referred to above
in this Section. The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) referred to above in this Section shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section, (i) no Management
Stockholder shall be required to contribute any amount in excess of the gross
proceeds of the offering to such Management Stockholder, net of underwriting
discounts or commissions and (ii) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Management Stockholders’
obligations in this Section to contribute are several in proportion to
their respective underwriting obligations and not joint.


 


3.7                               Obligations
of the Company. Whenever required under this Agreement to effect the
registration of any Registrable Securities, the Company shall:


 


13

















 


(a)                                  Registration
Statement. Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use commercially reasonable efforts
to cause such registration statement to become effective, and, upon the request
of the Management Stockholders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for a period
of up to ninety days or, if sooner, until the distribution contemplated in the
Registration Statement has been completed.


 


(b)                                  Amendments.
Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all Registrable
Securities covered by such registration statement.


 


(c)                                  Prospectus.
Furnish to the Management Stockholders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in
order to facilitate the disposition of Registrable Securities owned by them.


 


(d)                                  Underwriting
Agreement. In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Management
Stockholder participating in such underwriting shall also enter into and perform its
obligations under such an agreement. If permitted by the managing underwriter,
the Management Stockholders may, at their option, require that any or all of
the conditions precedent to the obligations of the underwriters under such
underwriting agreement be conditions precedent to the obligations of such
Management Stockholders. If permitted by the managing underwriter, the
Management Stockholders shall not be required to make any representations or
warranties to or agreement with the Company or the underwriters other than the
representations, warranties or agreements regarding the Management
Stockholders, the Management Stockholders’ right title and interest in the
Registrable Securities and the Management Stockholders’ intended method of
distribution or any other representations or warranties required by law.


 


(e)           Prospectus Notice.
Promptly notify each Management Stockholder of Registrable Securities covered
by such registration statement at any time when a prospectus relating thereto
is required to be delivered under the Act of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing and the
Company agrees to prepare and furnish to the Management Stockholders a
post-effective amendment to the registration statement or supplement to the
prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Securities, the prospectus will not contain an untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances underlying such statements.


 


14














 


(f)            Listing.  Cause all Registrable Securities registered
pursuant to this Agreement to be listed on each securities exchange or approved
for quotation on Nasdaq or such other automated quotation system on which
similar securities issued by the Company are then listed or quoted.


 


(g)           Transfer
Agent and Registrar.  Provide a transfer agent and registrar for
all Registrable Securities registered pursuant to this Agreement and a CUSIP
number for all such Registrable Securities, in each case not later than the
effective date of such registration.


 


(h)           Legal
Opinions and Accountants’ Letters.  Furnish, at the request of any Management
Stockholder requesting registration of Registrable Securities, on the date that
such Registrable Securities are delivered to the underwriters for sale in
connection with a registration pursuant to this Agreement, if such securities
are being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Management
Stockholders requesting registration of Registrable Securities and (ii) a
letter dated such date and a bring-down letter dated the closing date, from the
independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Management Stockholders requesting registration of
Registrable Securities.


 


(i)            Stop
Orders. 
Notify a Management Stockholder the shares of which are registered in
the offering when the Registration Statement covering such Management
Stockholder’s Registrable Securities becomes effective, upon the issuance of
any stop order by the SEC, or of the receipt of any notification of the
suspension of qualification under state securities or Blue Sky laws, the
Company hereby agreeing to use commercially reasonable efforts to obtain the
withdrawal of any stop order or suspension of qualification.


 


(j)            Earnings
Statement Pursuant to Section 11(a).  otherwise use commercially reasonable efforts
to comply with all applicable rules of the SEC, and make available to the Management
Stockholders, as soon as reasonably practicable, an earnings statement covering
a period of at least 12 months, but not more than 18 months, beginning with the
first full calendar month after the effective date of such registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act and the rules and regulations of the SEC thereunder.


 


3.8          Termination
of Registration Rights.  The registration rights granted pursuant to
this Agreement shall terminate as to any Management Stockholder at the time
such Management Stockholder is able to sell all Registrable Securities held by
it under Rule 144 promulgated under the Securities Act of 1933.


 


3.9          Market
Stand-Off. 
Each Management Stockholder hereby agrees that it will not, without the
prior written consent of the managing underwriter, during the period 


 


15

















 


commencing on
the date of the final prospectus relating to the Company’s IPO and ending on
the date specified by the Company and the managing underwriter (such period not
to exceed l80 days) (i) lend, offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock
(whether such shares or any such securities are then owned by the Holder or are
thereafter acquired), or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise. The foregoing
provisions of this Section shall not apply to the sale of any shares to an
underwriter pursuant to an underwriting agreement, and shall only be applicable
to the Management Stockholders if all officers and directors of the Company
enter into similar agreements. The underwriters in connection with the Company’s
public offering are intended third party beneficiaries of this Section 3.9
and shall have the right, power and authority to enforce the provisions hereof
as though they were a party hereto. In order to enforce the foregoing covenant,
the Company may impose stop-transfer instructions with respect to the
Registrable Securities of each Management Stockholder (and the shares or
securities of every other person subject to the foregoing restriction) until
the end of such period.


 


3.10        Public
Information. 
At any time and from time to time after the earlier of the close of
business on such date as (a) a registration statement filed by the Company
under the Securities Act becomes effective, (b) the Company registers a
class of securities under Section 12 of the United States Securities
Exchange Act of 1934, as amended, or any federal statute or code which is a
successor thereto (the “Exchange Act”), or (c) the Company issues an
offering circular meeting the requirements of Regulation A under the Securities
Act, the Company shall undertake to make publicly available and available to
the Management Stockholders pursuant to Rule 144, such information as is
necessary to enable the Management Stockholders to make sales of Registrable
Stock pursuant to Rule 144. The Company shall comply with the current
public information requirements of Rule 144 and shall furnish thereafter
to any Management Stockholder upon request, a written statement executed by the
Company as to the steps it has taken to so comply.


 


3.11        Information
Furnished by Management Stockholders.  It shall be a condition precedent of the
Company’s obligations under this Agreement that each Management Stockholder of
Registrable Securities included in any Registration furnish to the Company such
information regarding such Management Stockholder and the distribution proposed
by such Management Stockholder or Management Stockholders as the Company may
reasonably request or as may be required by the Securities Act.


 


ARTICLE IV


 


MISCELLANEOUS


 


4.1          Entire
Agreement; Amendments.  This Agreement and the schedules and exhibits
to this Agreement and the documents referred to in this Agreement and to be
delivered 


 


16

















 


pursuant to
this Agreement constitute the entire agreement among the parties pertaining to
the subject matter of this Agreement, and supersede all prior and
contemporaneous agreements, understandings, negotiations and discussions of the
parties, whether oral or written, with respect to the subject matter of this
Agreement, and there are no warranties, representations or other agreements
between the parties in connection with the subject matter of this Agreement, except
as specifically set forth herein or therein. This Agreement may be amended from
time to time upon the unanimous written consent of the parties hereto.


 


4.2          Expenses.  Except as otherwise provided in this
Agreement, whether or not the transactions contemplated by this Agreement are
consummated, each of the parties hereto shall pay the fees and expenses of
their respective counsel, investment bankers, financial advisors, accountants
and other experts and the other expenses incident to the negotiation and preparation
of this Agreement and the consummation of the transactions contemplated hereby.


 


4.3          Governing
Law.  This
Agreement shall be governed by and construed and interpreted in accordance with
the Laws of the state of Delaware, without regard to principles of conflict of
laws.


 


4.4          Jurisdiction.


 


(a)           Dispute
Resolution.  Except as otherwise specifically
provided in this Agreement, In the event of any dispute, controversy or claim
arising out of or related to this Agreement or a breach hereof, whether based
in contract, tort, or statute, including its interpretation, scope, formation,
performance or termination (“Dispute”), the parties shall settle such
Dispute in accordance with the following:


 


(i)            Friendly
Discussions. 
The parties shall first use their best efforts to settle the Dispute by
consulting and negotiating with each other in good faith to reach a just and
equitable solution satisfactory to all parties;


 


(ii)           Litigation.  If the Dispute is not resolved through
friendly discussions within 60 days of the date of the Dispute, the Dispute
shall be finally resolved by litigation in Delaware federal court.


 


(b)           Consent
to Service. 
In connection with any litigation involving any Dispute, the parties
agree to accept service of process by mail to the Notice addresses set forth in
this Agreement.


 


4.5          Assignment.  This Agreement and each party’s rights
hereunder may not be assigned without the prior written consent of the other
Party, except that any party may: (a) assign any or all of its rights and
obligations hereunder to one or more Affiliates; and (b) designate one or
more of its Affiliates to perform its obligations hereunder; provided, however,
that in any or all of such cases such assigning nonetheless shall remain
responsible for the performance of all of its obligations hereunder. Subject to
the preceding sentence, this Agreement shall be binding upon the parties hereto
and their respective successors and assigns.


 


17

















 


4.6          Notices.  All communications, notices and disclosures
required or permitted by this Agreement shall be in writing and shall be deemed
to have been given when delivered personally or by messenger or by overnight
delivery service, or when received via telecopy, in all cases addressed to the
Person for whom it is intended at his address set forth below or to such other
address as a Party shall have designated by notice in writing to the other
Party in the manner provided by this Section.


 


	
  If to a Management Stockholder:

  	
  The address set forth on the signature pages of this Agreement.

  
	
   

  	
   

  
	
  If to the Company:

  	
  MYR Group Inc.

  
	
   

  	
  Three Continental Towers

  
	
   

  	
  1701 West Golf Road, Suite 1012

  
	
   

  	
  Rolling Meadows, Illinois 60008-4270

  
	
   

  	
  Fax: (847) 290-8046

  



 


4.7          Severability.  Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.


 


4.8          No
Third Parties; No Reliance.  Except as specifically set forth or referred
to herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any Person, other than the parties hereto
and their permitted successors or assigns, any rights or remedies under or by
reason of this Agreement.  No third party
is entitled to rely on any of the representations, warranties and agreements contained
in this Agreement, and the parties assume no liability to any third party
because of any reliance on the representations, warranties and agreements of
the parties contained in this Agreement.


 


4.9          Exhibits
and Schedules; Construction of Certain Provisions.  The Exhibits and Schedules referred to in
this Agreement shall be construed with and as an integral part of this
Agreement to the same extent as if they had been set forth in their entirety
herein.


 


4.10        Headings.  The Article and Section headings
contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this Agreement. They do not
define, limit, extend or describe the scope of this Agreement or the intent of
any provision of this Agreement.


 


4.11        Counterparts;
Execution by Facsimile.  This Agreement and any consents required
hereunder may be executed in one or more counterparts, and by any Management
Stockholder on separate counterparts, each of which as so executed and
delivered shall be deemed an original, but all of which together shall
constitute one and the same instrument, and it shall not be necessary in making
proof of this Agreement as to any Management Stockholder hereto to produce or
account for more than one such counterpart executed and delivered by such Management
Stockholder. The exchange of copies of this Agreement and of signature pages by



 


18

















 


facsimile
transmission shall constitute effective execution and delivery of this
Agreement as to the Management Stockholders and may be used in lieu of the
original Agreement for all purposes. Signatures of the parties transmitted by
facsimile shall be deemed to be their original signatures for all purposes.


 


4.12        Binding
Provisions. 
Except as herein otherwise provided to the contrary, this Agreement
shall be binding upon and inure to the benefit of the parties hereto, their
heirs, personal representatives, successors and permitted assigns.


 


4.13        Severability.  If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any
provision of this Agreement held invalid or unenforceable only in part or
degree will remain in full force and effect to the extent not held invalid or
unenforceable


 


4.14        Legend.  The certificates of Shares of the Company
held by the Management Stockholders, together with all certificates hereinafter
issued to or acquired by the Management Stockholders, shall be endorsed with a
legend in substantially the following form:


 


“The shares represented
by this certificate are subject to a Management Stockholder Agreement dated March         ,
2006 (the “Stockholder Agreement”) by and between the holder of this
certificate (the “Stockholder”), and the Company, which is on file in the
office of the Secretary of the Company, pursuant to which the Stockholder has,
among other things, agreed to restrict the sale, assignment, transfer, gift,
grant, hypothecation, pledge, or other disposition or encumbrance of the shares
of the Company represented by this certificate. 
This certificate is transferable only upon compliance with the
provisions of the aforesaid Stockholder Agreement.  The Company will mail to the Stockholder a
copy of the Stockholder Agreement without charge within five (5) days
after receipt of written request therefor.”


 


“The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), and may
not be transferred unless a registration statement under the Securities Act
with respect to such shares has become effective or unless the Company is in
receipt of an opinion of counsel satisfactory to it to the effect that such
shares may be transferred without registration under the Securities Act.”


 


****************************


[Remainder of
Page Intentionally Left Blank - Signature Page Follows]


 


19

















 


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


 


	
   

  	
  MYR GROUP INC.

  
	
   

  	
   

  



 


	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM A. KOERTNER

  	
   

  
	
   

  	
  Name:

  	
  William A. Koertner

  	
   

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRSTENERGY CORP.

  
	
   

  	
  (for purposes of Section 2.5 only)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID W. WHITEHEAD

  	
   

  
	
   

  	
  Name:

  	
  David W. Whitehead

  	
   

  
	
   

  	
  Title:

  	
  Corporate Secretary

  	
   

  
						



 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MYR GROUP HOLDINGS, LLC

  
	
   

  	
  (for purposes of Sections 2.5 and 2.6 only)

  



 


	
   

  	
  By:

  	
  /s/ DANIEL R. REVERS

  	
   

  
	
   

  	
  Name:

  	
  Daniel R. Revers

  	
   

  
	
   

  	
  Title:

  	
  Managing Partner of ArcLight Capital Holdings, L.L.C.,

  	
   

  
	
   

  	
   

  	
  Manager of ArcLight PEF GP II, LLC,

  	
   

  
	
   

  	
   

  	
  General Partner of ArcLight Energy Partners Fund II, LP

  	
   

  
	
   

  	
   

  	
  sole member and manager of MYR Group Holdings, LLC

  	
   

  
					



 


 


 


20

















 


Management
Stockholders


 


	
  Name

  	
   

  	
  Signature

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Koertner, William

  	
   

  	
  By:

  	
  /s/ WILLIAM KOERTNER

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Green, William

  	
   

  	
  By:

  	
  /s/ WILLIAM GREEN

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engen, Gary

  	
   

  	
  By:

  	
  /s/ GARY ENGEN

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fluss, John

  	
   

  	
  By:

  	
  /s/ JOHN FLUSS

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Swartz, Richard

  	
   

  	
  By:

  	
  /s/ RICHARD SWARTZ

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  



 


21

















 


	
  Theis, Steven

  	
   

  	
  By:

  	
  /s/ STEVEN THEIS

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Martinez, Marco

  	
   

  	
  By:

  	
  /s/ MARCO MARTINEZ

  	
   

  	
   

  
	
   

  	
   

  	
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  Urbas, James

  	
   

  	
  By:

  	
  /s/ JAMES URBAS

  	
   

  	
   

  
	
   

  	
   

  	
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  Roberts, Terry

  	
   

  	
  By:

  	
  /s/ TERRY ROBERTS

  	
   

  	
   

  
	
   

  	
   

  	
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  Smolinski, Brian

  	
   

  	
  By:

  	
  /s/ BRIAN SMOLINSKI

  	
   

  	
   

  
	
   

  	
   

  	
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  McDaniel, Robert

  	
   

  	
  By:

  	
  /s/ ROBERT MCDANIEL

  	
   

  	
   

  
	
   

  	
   

  	
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  Hughes, Elaine

  	
   

  	
  By:

  	
  /s/ ELAINE HUGHES

  	
   

  	
   

  
	
   

  	
   

  	
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  Agnew, Robert

  	
   

  	
  By:

  	
  /s/ ROBERT AGNEW

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Barciak, Frank

  	
   

  	
  By:

  	
  /s/ FRANK BARCIAK

  	
   

  	
   

  
	
   

  	
   

  	
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  Boulanger, Lee

  	
   

  	
  By:

  	
  /s/ LEE BOULANGER

  	
   

  	
   

  
	
   

  	
   

  	
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  Bowen, James

  	
   

  	
  By:

  	
  /s/ JAMES BOWEN

  	
   

  	
   

  
	
   

  	
   

  	
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  Branco, Joseph

  	
   

  	
  By:

  	
  /s/ JOSEPH BRANCO

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  



 


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  Collins, James

  	
   

  	
  By:

  	
  /s/ JAMES COLLINS

  	
   

  	
   

  
	
   

  	
   

  	
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  Cooper, Michael

  	
   

  	
  By:

  	
  /s/ MICHAEL COOPER

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cooper, Tod

  	
   

  	
  By:

  	
  /s/ TOD COOPER

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dillow, Henry

  	
   

  	
  By:

  	
  /s/ HENRY DILLOW

  	
   

  	
   

  
	
   

  	
   

  	
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  Ehlert, William

  	
   

  	
  By:

  	
  /s/ WILLIAM EHLERT

  	
   

  	
   

  
	
   

  	
   

  	
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  Filleman, Howard

  	
   

  	
  By:

  	
  /s/ HOWARD FILLEMAN

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  



 


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  Greenhalge, Scott

  	
   

  	
  By:

  	
  /s/ SCOTT GREENHALGE

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hix, Kathy

  	
   

  	
  By:

  	
  /s/ KATHY HIX

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hoekstra, James

  	
   

  	
  By:

  	
  /s/ JAMES HOEKSTRA

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Holland, Ray

  	
   

  	
  By:

  	
  /s/ RAY HOLLAND

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Howard, Larry

  	
   

  	
  By:

  	
  /s/ LARRY HOWARD

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Karpala, Jacek

  	
   

  	
  By:

  	
  /s/ JACEK KARPALA

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  



 


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  Kinzel, Bernard

  	
   

  	
  By:

  	
  /s/ BERNARD KINZEL

  	
   

  	
   

  
	
   

  	
   

  	
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  Klein, Michael

  	
   

  	
  By:

  	
  /s/ MICHAEL KLEIN

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Klocke, Gary

  	
   

  	
  By:

  	
  /s/ GARY KLOCKE

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kohl, Robert

  	
   

  	
  By:

  	
  /s/ ROBERT KOHL

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lamont, David

  	
   

  	
  By:

  	
  /s/ DAVID LAMONT

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marcotte, Francis

  	
   

  	
  By:

  	
  /s/ FRANCIS MARCOTTE

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  



 


26

















 


	
  Miller, James

  	
   

  	
  By:

  	
  /s/ JAMES MILLER

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Moore III, Paul

  	
   

  	
  By:

  	
  /s/ PAUL MOORE III

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Moore, Stephen

  	
   

  	
  By:

  	
  /s/ STEPHEN MOORE

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mumm, Michael

  	
   

  	
  By:

  	
  /s/ MICHAEL MUMM

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Orndahl, Michael

  	
   

  	
  By:

  	
  /s/ MICHAEL ORNDAHL

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Quinn, Rodney

  	
   

  	
  By:

  	
  /s/ RODNEY QUINN

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  



 


27

















 


	
  Roddy, Bobby

  	
   

  	
  By:

  	
  /s/ BOBBY RODDY

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schmidt, Arthur

  	
   

  	
  By:

  	
  /s/ ARTHUR SCHMIDT

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schwantes, Peter

  	
   

  	
  By:

  	
  /s/ PETER SCHWANTES

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Serocki, Jeffrey

  	
   

  	
  By:

  	
  /s/ JEFFREY SEROCKI

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shaw, Doreen

  	
   

  	
  By:

  	
  /s/ DOREEN SHAW

  	
   

  	
   

  
	
   

  	
   

  	
  Address: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sherrill, Shane

  	
   

  	
  By:

  	
  /s/ SHANE SHERRILL

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  



 


28

















 


	
  Smith, Robert

  	
   

  	
  By:

  	
  /s/ ROBERT SMITH

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sterkel, Mark

  	
   

  	
  By:

  	
  /s/ MARK STERKEL

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thiaville, Gary

  	
   

  	
  By:

  	
  /s/ GARY THIAVILLE

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Volpe, Frank

  	
   

  	
  By:

  	
  /s/ FRANK VOLPE

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vorwaller, Michael

  	
   

  	
  By:

  	
  /s/ MICHAEL VORWALLER

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Waneka, Jeffrey

  	
   

  	
  By:

  	
  /s/ JEFFREY WANEKA

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  



 


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  Whaley, Dale

  	
   

  	
  By:

  	
  /s/ DALE WHALEY

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Widner, Darrell

  	
   

  	
  By:

  	
  /s/ DARRELL WIDNER

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wolf, Gregory

  	
   

  	
  By:

  	
  /s/ GREGORY WOLF

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shaw, Doreen

  	
   

  	
  By:

  	
  /s/ DOREEN SHAW

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Howard, Larry

  	
   

  	
  By:

  	
  /s/ LARRY HOWARD

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  



 


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