Exhibit 10.6


 


FORM OF ADDENDUM


TO


MARCH 10, 2006 MANAGEMENT STOCKHOLDERS
AGREEMENT


 


THIS ADDENDUM
TO THE MARCH 10, 2006 MANAGEMENT STOCKHOLDERS AGREEMENT, dated as of this
20th day of June, 2007 is made between MYR GROUP INC., a Delaware
Corporation, (the “Company”) and the individual employee signatory to this
Addendum and is effective as of the date stated next to the signature line of
the undersigned Management Stockholder.


 


RECITALS


 


WHEREAS, on March 10,
2006, MYR Group Holdings, LLC 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, MYR
Group Holdings, FirstEnergy and the Company 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; and


 


WHEREAS,
pursuant to the Principal Stockholders Agreement, certain employees of the
Company (the “Management Employees”) identified in Schedule 2.2 to the
Principal Stockholders Agreement were offered the 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; and


 


WHEREAS, on June 2, 2006, the Company redeemed from FirstEnergy
1,670 Shares of Common Stock reflecting the extent to which the Management
Employees exercised their Stock Purchase Rights; and


 


WHEREAS, the
terms of the Principal Stockholders Agreement and the Plan required the
Management Employees, as a condition to exercising their Stock Purchase Rights,
to execute a copy of the Management Stockholders Agreement dated March 10,
2006 (the “Management Stockholders Agreement”).


 


WHEREAS, on November 30, 2006, MYR Group Holdings II, LLC acquired
from FirstEnergy 38,330 Shares of Common Stock constituting the entire capita1
stock of the Company held by FirstEnergy (the “Second Acquisition”); and


 


WHEREAS, as a consequence of the Second Acquisition, the Company,
ArcLight and FirstEnergy terminated the Principal Stockholders Agreement and FirstEnergy
waived any and 


 


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all of its rights under the Management Stockholders Agreement,
including, but not limited to, it rights of first refusal under Section 2.5;
and


 


WHEREAS, as to Management Employees who exercise a Stock Purchase Right
after November 30, 2006, the date of termination of the Principal
Stockholders Agreement, certain modifications to the Management Stockholders
Agreement are required.


 


NOW, THEREFORE, in consideration of the premises and of the mutual representations,
warranties, covenants, conditions and agreements set forth herein, the parties
agree that the covenants and obligations of the Management Stockholders
Agreement are modified as set forth below as to Management Employees and their
Permitted Transferees who exercise a Stock Purchase Right on or after December 31,
2006:


 


1.               Capitalized Terms.  All capitalized terms used in this
Addendum and not otherwise defined herein shall have the meaning set forth in
the Management Stockholders Agreement.


 


2.               Definitions.  The definitions
in the Management Stockholders Agreement are modified as follows:


 


a.               “ArcLight” means jointly MYR Holdings, LLC and MYR
Holdings II, LLC.


 


b.              “Management
Employee”  means those certain employees identified in
Schedule 2.2 of the Principal Stockholders Agreement plus any other employees
of the Company and Affiliated Companies that the Company’s board of directors
determines will be offered a Stock Purchase Right and that qualifies as an “accredited
investor” as such term is defined under rule 501 under the Securities Act
of 1933.


 


c.               “Management Stockholder” means any employee listed on
Schedule 2.2 to the Principal Stockholders Agreement or Management Employee
the Company’s board of directors determines will be offered a Stock Purchase
Right 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 the Management
Stockholders Agreement, this Addendum 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.


 


d.              “Plan”
means the Company’s 2006 Stock Option Plan.


 


e.               “Stock Purchase Right”  means an offer made by the
Company to a Management Employee to purchase up to the number of Shares of the
Company’s Common Stock specified in the offer at the exercise price and by the
date specified in the offer.


 


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3.               Exercise of Stock Purchase Rights.  A Stock Purchase Right shall be exercised by
delivering a written notice of exercise, in such form as the Company’s board of
directors shall have approved, to the Company at its principal business office
and addressed to the attention of the Company’s Secretary or such other Person
as the Secretary may have designated to receive such notice.  The notice shall specify the number of Shares
with respect to which the Stock Purchase Right is to be exercised, and shall be
accompanied by the full exercise price for the Shares to be purchased.


 


If the Company’s offer to purchase Shares expressly so states, payment
of the full exercise price for the Shares to be purchased may be made by
payment of not less than fifty percent (50%) of the full exercise price at the
time of exercise of the Stock Purchase Right and the balance of which shall be
paid by simultaneous delivery of a promissory note executed by the Management
Employee pursuant to which the Management Employee is unconditionally obligated
to pay the balance of the exercise price to the Company within one year of the
date the Stock Purchase Right is exercised, with interest at the annual rate of
8%, payable quarterly by the Management Employee to the Company, payment of
which note is to be secured by a pledge of the Shares purchased pursuant to the
exercise of the Stock Purchase Right.


 


The initial payment of the exercise price for the Shares and any
payments on the note shall be made in cash, by wire transfer, or by personal
check.


 


4.               Delivery of Shares.  No
Shares shall be delivered to a Management Employee pursuant to his or her exercise
of a Stock Purchase Right and the Company is not obligated to accept such
exercise of a Stock Purchase Right unless and until the Company has accepted
the Management Employee’s subscription for Shares and the Management Employee
has delivered to the Company executed copies of the Management Stockholders
Agreement, this Addendum, and, if applicable, executed copies of the promissory
note and pledge agreement referred to in the Management Employee’s subscription
agreement.


 


5.               FirstEnergy Waiver. 
All of FirstEnergy’s rights and Management Stockholder’s obligations to
FirstEnergy under Section 2.5 of the Management Stockholders Agreement are
waived and all references to FirstEnergy in this Section 2.5 are deleted.


 


6.               ArcLight’s “Permitted Transferees.”  As referenced in Sections 2.5 and 2.6 of the
Management Stockholders Agreement, ArcLight’s “Permitted Transferees” include
any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with
ArcLight.  For the purpose of this
definition, the term “control” (including, with correlative meaning, the terms “controlling,”
“controlled by,” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.


 


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7.               Entire Agreement. 
This Addendum is added to the documents referenced in Section 4.1
that comprise the entire Management Stockholders Agreement.


 


8.               Management Stockholder as Party to Management Stockholders Agreement.  Management Stockholder expressly represents
that he/she has executed and is a party to the Management Stockholders
Agreement.


 


9.               Remainder of Terms. 
Except as expressly modified by the provisions of this Addendum, the
terms of the Management Stockholders Agreement remain in full force and
effect.  To the extent there is any
conflict between the terms of the Management Stockholders Agreement and this
Addendum, the terms of this Addendum shall control.


 


10.         Miscellaneous
Terms.  The miscellaneous
terms set forth in Article IV of the Management Stockholders Agreement are
incorporated herein as if fully restated.


 


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


 


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


 


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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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MYR
  GROUP HOLDINGS II, 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [MANAGEMENT
  STOCKHOLDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


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