exv10w1



 





Exhibit 10.1




AMENDED AND RESTATED MANAGEMENT AGREEMENT




     THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (“Agreement”), effective this [ ] day of [
] (“Effective Date”), is entered into by and between [NAME] (“Executive”), [COMPANY], a
[STATE] corporation (the “Company”), and InfraSource Services, Inc., a Delaware corporation
(“InfraSource,” and together with its affiliates the “Group”).



     WHEREAS, the Company, a Delaware corporation, and Executive previously have entered into a
Management Agreement dated [       ] (the “Original Agreement”), pursuant to which the
Company currently employs Executive;



     WHEREAS, InfraSource has completed its transition from a privately-held corporation to a
publicly-traded company and, whereas, the Company and Executive desire to have this Agreement amend
and restate the Original Agreement in its entirety and supersede the Original Agreement in all
respects as of the Effective Date, except as expressly provided otherwise by this Agreement; and



     WHEREAS, the signing bonus referenced in Section 4(b) of the Original Agreement has been paid
in full; and



     WHEREAS, the Company desires to continue employing Executive, and Executive desires to
continue providing the Company and its subsidiaries with his services, on the terms and subject to
the conditions set forth herein;



     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and
agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:



     1. Employment. Subject to the terms and conditions of this Agreement, the Company
agrees to employ Executive, and Executive agrees to be employed by the Company.



     2. Position. During the period of his employment hereunder, Executive agrees to serve
the Company, and the Company shall employ Executive, as [ ] or in such other
executive capacity or capacities as may be mutually agreed to from time to time by the Board of
Directors of the Company (the “Board”) or the Chief Executive Officer of InfraSource (the “CEO”),
on the one hand, and Executive, on the other hand. In such position or other capacity, Executive
shall have such duties and responsibilities as may be consistent with such position or other
capacity.



     3. At-Will Employment and Duties.



          (a) Status. Executive and the Company agree that Executive’s employment hereunder
will be at-will (as defined under applicable law), and may be terminated

 









 








at any time, for any reason, at the option of either party, subject to the provisions of
Section 5 below.




          (b) Duties. During the period of his employment hereunder and except for illness,
reasonable vacation periods, and reasonable leaves of absence, Executive shall in good faith (i)
devote all of his business time, attention, skill and efforts to the business and affairs of the
Company and its affiliated companies and (ii) report to the CEO or his designee.




     4. Salary; Incentive Bonus; Reimbursement of Expenses; Other Benefits.



          (a) Salary. During the period of employment under this Agreement Executive shall be
paid a salary at the rate of $[ ] per year (“Base Salary”). The Base Salary shall be
reviewed annually and may be increased (but not decreased, except for pro-rata decrease in the
circumstance when management recommends and the Board approves an across-the-board compensation
decrease for the officers of the Company) as determined by the Board (or any duly authorized
committee thereof) in its discretion taking into account the compensation philosophy adopted by the
Board, InfraSource performance, the Company’s performance, Executive’s individual performance,
benchmark information provided by nationally recognized consultants retained by the Board (or any
duly authorized committee thereof) and other factors it may deem appropriate.




          (b) Annual Incentive Compensation Program. Executive shall be entitled to participate
in the Annual Incentive Compensation Program (“AICP”) pursuant to the terms and conditions of such
program as it may exist from time to time, provided that the AICP may be amended by the Board in
its discretion, provided:




               (i) Executive’s potential bonus opportunity shall be targeted at [ ]% of Base Salary which
target, along with the proportionate allocation as between InfraSource and Company performance
described in clause (ii) below, may be adjusted from time to time by the Board (or any duly
authorized committee thereof) in its discretion taking into account factors the Board (or such
committee) shall determine to be appropriate, including, without limitation, such factors as the
goals of the compensation philosophy adopted by the Board, and benchmark information provided by
nationally recognized consultants retained by the Board (or any duly authorized committee thereof),



               (ii) Executive’s potential bonus opportunity under the AICP shall be based principally upon
the profitability, cash flow, economic value added or other related financial performance
parameters of the Company [ ]% and of InfraSource [ ]%, and such other factors as the Board
(or any duly authorized committee thereof) in its discretion may deem appropriate, and his actual
bonus amount shall be based on achievement of established performance goals, with increased bonus
potential for performance exceeding goals,



               (iii) future changes to the AICP or its formulation shall be made in good faith
consultation with the CEO and Executive, and



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               (iv) if Executive reasonably concludes, and an independent consultant retained by the
Board (or any duly authorized committee thereof) confirms such conclusion, that the new formulation
has had a material negative impact Executive’s ability to achieve his target bonus, the Board (or
any duly authorized committee thereof) shall reasonably consider an adjustment for such impact.



          (c) Long Term Incentive Plan (LTIP). Executive shall be entitled to participate in
the InfraSource 2004 Omnibus Stock Incentive Plan or any successor thereto (“LTIP”) pursuant to the
terms and conditions of such program as it may exist from time to time, and as it may be amended by
the Board in its discretion, provided:




               (i) Executive shall have a target annual award with a grant date value equal to [ ]% of Base
Salary, which target value may be adjusted from time to time by the Board (or any duly authorized
committee thereof) taking into account the goals of the compensation philosophy adopted by the
Board, the Company’s financial performance, Executive’s individual performance, benchmark
information provided by nationally recognized consultants retained by the Board (or any duly
authorized committee thereof), and other factors the Board (or any duly authorized committee
thereof) in its discretion may deem appropriate. The awards shall take the form of shares of
restricted stock of the Company or options to acquire the Company’s common stock, pursuant to the
terms and conditions of the LTIP, subject to such terms as the Board (or any duly authorized
committee thereof) shall determine in its discretion.



               (ii) Any option granted under this Section 4(c) and all other options to acquire Company stock
previously granted to Executive (collectively, the “Options”) shall continue to be and become
exercisable in accordance with the terms of the related agreements (the “Option Agreements”)
evidencing such Options and Executive shall continue to be able to exercise each such Option in
accordance with the terms of the applicable Option Agreement until the earlier of (1) the
expiration of the general term of the Option or (2) the later of the 15th day of the third month
following the date at which, or December 31 of the calendar year in which, such Option would
otherwise have ceased to be exercisable in accordance with the terms of the Option Agreement.



          (d) Reimbursement of Expenses. The Company shall pay or reimburse Executive, in
accordance with its normal policies and practices, for all reasonable travel and other
out-of-pocket expenses incurred by Executive in performing his obligations under this Agreement.




          (e) Other Benefits. During the period of employment under this Agreement, Executive
shall be entitled to participate in all other benefits of employment generally available to other
senior executives of the Company and those benefits for which such persons are or shall become
eligible, when and as he becomes eligible therefore (including but not limited to any deferred
compensation plan and 401(k) plan). Any material change of benefits actually or potentially
reducing benefits shall be made in good faith consultation with the CEO and Executive.




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     5. Termination of Employment.



          (a) Termination by the Company for Cause. The Company may terminate Executive’s
employment under this Agreement for “Cause” (as hereinafter defined) or otherwise at will at any
time immediately upon written notice, or where applicable, upon Executive’s failure to cure the
breach as provided below, whereupon the Company shall have no further obligation hereunder to
Executive, except for payment of amounts of Base Salary accrued through the termination date. For
purposes of this Agreement, “Cause” shall mean: (i) the continued willful failure by Executive to
substantially perform his duties with the Company, (ii) the willful engaging by Executive in
misconduct materially and demonstrably injurious to the Company or (iii) Executive’s material
breach of Sections 3, 6 or 7 of this Agreement; provided, that with respect to any breach that is
curable by Executive, as determined by the Board in good faith, the Company has provided Executive
written notice of the material breach and Executive has not cured such breach, as determined by the
Board in good faith, within fifteen (15) days following the date the Company provides such notice.
If Executive thereafter intentionally repeats the breach he previously cured, such breach shall no
longer be deemed curable.




          (b) Termination as a Result of Executive’s Death or Disability. If Executive’s
employment hereunder is terminated by reason of Executive’s Disability (as hereinafter defined) or
death, Executive’s (or Executive’s estate’s) right to benefits under this Agreement will terminate
as of the date of such termination and all of the Company’s obligations hereunder shall immediately
cease and terminate, except that Executive or Executive’s estate, as the case may be, will be
entitled to receive accrued Base Salary and benefits through the date of termination as well as any
pro-rated share (based on the period of actual employment) of Executive’s target bonus under the
AICP for the year during which the termination occurs, such payment to be made in full within
forty-five (45) days of the date of termination and in accordance with the Company’s normal payroll
practices and procedures (and no part shall be contributed to a retirement or deferred compensation
mechanism). As used herein, Executive’s Disability shall have the meaning set forth in any
long-term disability plan in which Executive participates, and in the absence thereof shall mean
that, due to physical or mental illness, Executive shall have failed to perform his duties on a
full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned
to the performance of his duties hereunder on a full-time basis before the end of such period, and
if Disability has occurred termination shall occur within thirty (30) days after written notice of
termination is given (which notice may be given before the end of the one hundred eighty (180) day
period described above so as to cause termination of employment to occur as early as the last day
of such period).




          (c) Termination by Executive for Good Reason or by the Company other than as a Result of
Executive’s Death or Disability or other than for Cause.




               (i) If Executive’s employment is terminated by Executive for “Good Reason” (as hereinafter
defined) or by the Company for any reason other than (A) Executive’s death, (B) Disability or (C)
Cause, and subject to Executive entering into and not
revoking a release of claims in favor of the Company in the form attached hereto as Exhibit A
(the “Release”) and abiding by the non-competition provision set forth in Section 6(b), Executive
shall be entitled to the following benefits:



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               (A) Payment in cash of an amount equal to any unpaid bonus for a year prior to
the year of termination, plus the pro-rated share (based on Executive’s period of
actual employment during the year of Termination) of Executive’s target bonus under
the AICP, such payment to be made on the date such awards are normally paid to
Company’s executive officers for the year in which such termination occurs and in
accordance with the Company’s normal payroll practices and procedures (and no part
shall be contributed to a retirement or deferred compensation mechanism).




               (B) Cash severance payments equal in the aggregate to two (2) times the sum of
(i) Executive’s Base Salary at the time of termination and (ii) Executive’s target
bonus under the AICP for the year in which such termination occurs. The Base Salary
component of the severance payment shall be payable in twenty-four (24) equal
monthly installments beginning at the end of the first full month following
termination of employment. The AICP component of the severance payment shall be
payable on the date that the Company normally pays AICP bonuses to executive
officers for the year in which termination occurs.




               (C) Continuation of Executive’s medical and health insurance benefits for a
period equal to the lesser of (i) twenty four (24) months, and (ii) the period
ending on the date Executive first becomes entitled to medical and health insurance
benefits under any plan maintained by any person for whom Executive provides
services as an employee or otherwise.



               (ii) For purposes of this Agreement, “Good Reason” shall mean (without Executive’s express
written consent) (a) a material reduction in Executive’s position or responsibilities, other than
in connection with his death, Disability or involuntary termination for Cause, (b) relocation of
Executive’s primary place of work more than thirty (30) miles from its current location, or (c) the
Company’s material breach of Sections 2, 4 or 5 of this Agreement; provided, that Executive has
provided the Company written notice of the material breach and the Company has not cured such
breach within fifteen (15) days following the date Executive provides such notice. If the Company
thereafter intentionally repeats the breach it previously cured, such breach shall no longer be
deemed curable.



          (d) Termination in Connection with a Change in Control Transaction.




               (i) Notwithstanding the provisions of Section 5(c), if, upon a Change in Control Transaction
(as defined in paragraph (d)(ii) below) or within two (2) years thereafter, Executive’s employment
is terminated by Executive for “Good Reason” or by the Company for any reason other than (A)
Executive’s death, (B) Disability or (C) Cause, and
subject to Executive entering into and not revoking the Release and abiding by the
non-competition provision set forth in Section 6(b), Executive shall be entitled to the following
benefits:



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               (A) Payment in cash of an amount equal to any unpaid bonus for a year prior to
the year of termination, plus the pro-rated share (based on the period of actual
employment) of Executive’s target bonus under the AICP for the year in which such
termination occurs, such payment to be made in full within forty-five (45) days
following the date of termination and in accordance with the Company’s normal payroll
practices and procedures.




               (B) Cash severance payments equal in the aggregate to two (2) times the sum of
(i) Executive’s Base Salary at the time of termination and (ii) Executive’s target
bonus under the AICP for the year in which such termination occurs. The cash
severance payments shall be payable within forty-five (45) days following the date
of termination and in accordance with the Company’s normal payroll practices and
procedures.




               (C) Immediately upon such termination, all of Executive’s unexpired stock
options, restricted stock and other equity awards (whether received before or after
the Effective Date) shall become vested and, in the case of stock options,
exercisable to the extent not already vested and exercisable.




               (D) Continuation of Executive’s medical and health insurance benefits for a
period equal to the lesser of (i) twenty-four (24) months, and (ii) the period
ending on the date Executive first becomes entitled to medical and health insurance
benefits under any plan maintained by any person for whom Executive provides
services as an employee or otherwise.



               (ii) For purposes of this Agreement “Change in Control Transaction” is defined as: (1) a
complete liquidation or dissolution of InfraSource; (2) a sale, exchange or other disposition of
all or substantially all of InfraSource’s businesses or assets; (3) any “person,” as such term is
used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(other than InfraSource and any trustee or other fiduciary holding securities under any employee
benefit plan of InfraSource), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of InfraSource representing fifty percent
(50%) or more of the combined voting power of InfraSource’s then outstanding equity securities; (4)
consummation of a merger, consolidation or reorganization involving InfraSource, unless such
merger, consolidation or reorganization results in the voting equity securities of InfraSource
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting equity securities of the surviving entity or direct or indirect
parent thereof) more than fifty percent (50%) of the total voting power represented by the voting
equity securities of InfraSource or such surviving entity or parent thereof outstanding immediately
after such
merger, consolidation or reorganization; or (5) a change in the constituency of the Board with
the result that individuals (the “Incumbent Directors”) who are members of the Board as of the
Effective Date cease for any reason to constitute at least a majority of the Board; provided that
any individual who is elected or appointed to the Board after the Effective Date and whose
nomination for election or



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appointment was unanimously approved by the Incumbent Directors shall be
considered an Incumbent Director beginning on the date of his or her election or appointment to the
Board.



               (iii) If Executive’s employment is terminated by the Company prior to the occurrence of a
Change in Control Transaction, and if it can be shown that Executive’s termination (A) was at the
direction or request of a third party that had taken steps reasonably calculated to effect the
Change in Control Transaction thereafter, or (B) otherwise occurred in connection with, or in
furtherance of, the Change in Control Transaction, Executive shall have the rights described in
Section 5(d)(i) above, as if a Change in Control Transaction had occurred on the date immediately
preceding such termination.



          (e) Termination by Executive other than for Good Reason. Executive may terminate his
employment with the Company other than for Good Reason upon thirty (30) days written notice to the
Company, after which the Company shall have no further obligation hereunder to Executive, except
for payment of amounts of Base Salary and other benefits accrued through the termination date, or
as otherwise provided in this Section 5(e) below, provided that the Company may elect in writing
within ninety (90) days following the date of termination of employment to elect a one year period
for which Executive will be bound by the non-competition provision of Section 6(b) below, in which
case, subject to Executive entering into and not revoking the Release and abiding by the
non-competition provision set forth in this
Section 6(b), Executive shall be entitled to the
Non-Competition Payment, as determined below, and the Medical Insurance Benefit, as defined below.
The “Non-Competition Payment” shall equal Executive’s annual Base Salary at the time of termination
and shall be paid in cash in twelve (12) equal monthly installments commencing within ninety (90)
days following the termination of Executive’s employment. The “Medical Insurance Benefit” shall
mean one hundred percent (100%) of Executive’s COBRA continuation premiums through the end of the
earliest of (A) the end of the statutory period for COBRA coverage, (B) the first anniversary of
the termination of Executive’s employment, and (C) the date on which Executive first becomes
entitled to medical and health insurance benefits under any plan maintained by any person for whom
Executive provides services as an employee or otherwise.




     The Company may further elect in writing within ninety (90) days following the date of
termination of employment to extend the period for which Executive is bound under the
non-competition provision of Section 6(b) below for an additional year (the “Second Year”), in
which case, subject to Executive entering into and not revoking the Release and abiding by the
non-competition provision set forth in this
Section 6(b), Executive shall be entitled to the Second
Non-Competition Payment, as determined below, and the Continued Medical Insurance Benefit, as
defined below. The “Second Non-Competition Payment” shall equal Executive’s annual Base Salary at
the time of termination and shall be paid in cash in twelve (12) equal monthly installments
commencing within thirty (30) days following the first anniversary of the
termination of Executive’s employment. The “Continued Medical Insurance Benefit” shall mean
one hundred percent (100%) of Executive’s COBRA continuation premiums from the end of the coverage
period described immediately above, through the end of the earlier of (A) the end of the statutory
period for COBRA coverage, and (B) the date on which Executive first becomes entitled to medical
and health insurance benefits under any plan maintained by any person for whom Executive provides
services as an employee or otherwise.



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     6. Confidential Information, Non-Competition; Non-Solicitation. 



          (a) Confidential Information. Executive acknowledges that in his employment hereunder
he will occupy a position of trust and confidence. Executive shall not, except in the course of
the good faith performance of his duties hereunder or as required by applicable law, without
limitation in time or until such information shall have become public other than by Executive’s
unauthorized disclosure, disclose to others or use, whether directly or indirectly, any
Confidential Information regarding the Company, or any member of the Group. “Confidential
Information” shall mean information about the Company or any member of the Group, or their
respective clients or customers that was learned by Executive in the course of his employment by
the Company, its subsidiaries or affiliates, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information and client and customer lists and all papers,
resumes, and records (including computer records) of the documents containing such Confidential
Information, but excludes information (i) which is in the public domain through no unauthorized act
or omission of Executive; or (ii) which becomes available to Executive on a non-confidential basis
from a source other than the Company or any member of the Group without breach of such source’s
confidentiality or non-disclosure obligations to the Company or any member of the Group. Executive
agrees to deliver or return to the Company, at the Company’s request at any time or upon
termination or expiration of his employment or as soon thereafter as possible, (A) all documents,
computer tapes and disks, records, lists, data, drawings, prints, notes and written information
(and all copies thereof) furnished by the Company, its subsidiaries or affiliates, or prepared by
Executive during the term of his employment by the Company, its subsidiaries or affiliates, and (B)
all notebooks and other data relating to research or experiments or other work conducted by
Executive in the scope of employment.




          (b) Non-Competition. During the period of Executive’s employment by the Company and,
if Executive’s employment is terminated for any reason (and provided the Company fulfills its
obligations under Section 5) until the second anniversary of the date of Executive’s employment
termination, provided that if Executive’s employment is terminated under Section 5(e), for the
period called for thereunder (the “Non-Competition Period”), Executive shall not, directly or
indirectly, without the prior written consent of the Company, provide consultative services or
otherwise provide services to (whether as an employee or a consultant, with or without pay) or,
own, manage, operate, join, control, participate in, or be connected with (as a stockholder,
partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that
is then a competitor of the Company or any member of the Group (each such competitor a “Competitor
of the Company”); provided, however, that the “beneficial ownership” by Executive,
either individually or as a member of a “group,” as
such terms are used in Rule 13d of the General Rules and Regulations under the Exchange Act,
of not more than five percent (5%) of the voting stock of any publicly held corporation shall not
alone constitute a violation of this Agreement. Executive and the Company acknowledge and agree
that the business of the Company extends throughout the United States, and that the terms of the
non-competition agreement set forth herein shall apply on a nationwide basis throughout the United
States.




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          (c) Non-Solicitation of Customers and Suppliers. During the period of Executive’s
employment by the Company and, if Executive’s employment is terminated for any reason (and provided
the Company fulfills its obligations under Section 5) until the second anniversary of the date of
Executive’s employment termination, provided that if Executive’s employment is terminated under
Section 5(e), for the Non-Competition Period, Executive shall not, directly or indirectly,
influence or attempt to influence customers or suppliers of the Company or any member of the Group
to divert any of their business to any Competitor of the Company or any member of the Group.




          (d) Non-Solicitation of Employees. Executive recognizes that he possesses and will
possess Confidential Information about other employees of the Company, its subsidiaries or
affiliates, relating to their education, experience, skills, abilities, compensation and benefits,
and inter-personal relationships with customers of the Company or any member of the Group.
Executive recognizes that the information he possesses and will possess about these other employees
is not generally known, is of substantial value to the Company and the Group in developing their
business and in securing and retaining customers, and has been and will be acquired by him because
of his business position with the Company, its subsidiaries or affiliates. Executive agrees that,
during the period of Executive’s employment by the Company and for a period of two (2) years
thereafter, he will not, directly or indirectly, solicit, recruit, induce, or encourage or attempt
to solicit, recruit, induce, or encourage any employee of the Company or any member of the Group
(i) for the purpose of being employed by him or by any Competitor of the Company or any member of
the Group on whose behalf he is acting as an agent, representative or employee or (ii) to terminate
his or her employment or any other relationship with the Company or any member of the Group.
Executive also agrees that Executive will not convey any such Confidential Information or trade
secrets about other employees of the Company or any member of the Group to any other person.




          (e) Injunctive Relief. It is expressly agreed that the Company or other members of
the Group will or would suffer irreparable injury if Executive were to violate any of the
provisions of this Section 6 and that the Company or other member of the Group would by reason of
such violation be entitled to injunctive relief in a court of appropriate jurisdiction, and
Executive further consents and stipulates to the entry of such injunctive relief in such a court
prohibiting Executive from so violating Section 6 of this Agreement.




          (f) Survival of Provisions. The obligations contained in this Section 6 shall survive
the termination or expiration of Executive’s employment with the Company and shall be fully
enforceable thereafter.




     7. No Conflict. Executive represents and warrants that Executive is not subject to
any agreement, instrument, order, judgment or decree of any kind, or any other restrictive
agreement of any character, which would prevent Executive from entering into this Agreement or
would conflict with the performance of Executive’s duties pursuant to this Agreement. Executive
represents and warrants that Executive will not engage in any activity which would conflict with
the performance of Executive’s duties pursuant to this Agreement.



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          8. Term of Agreement. The employment period under this Agreement shall terminate upon
the first anniversary of the date hereof (the “Initial Term”); provided, however, that at the end
of the Initial Term, the employment period shall be extended automatically for successive one (1)
year terms of employment (each a “Term”), unless the Company or Executive notifies the other party
in writing (the “Notice”) at least ninety (90) days prior to the end of the Initial Term or any
later Term of an intention not to renew this Agreement, in which case this Agreement will terminate
at the end of the Initial Term or Term, as applicable. Notwithstanding the foregoing, if the
Company (i) provides Executive the Notice of its intent not to renew this Agreement, or (ii)
requires renegotiation of the material terms of this Agreement and Executive does not agree to
renew this Agreement upon such renegotiated terms, Executive may terminate his employment with the
Company for Good Reason and the provisions of paragraph 5 (c) above shall apply. For purposes of
clarity, if Executive provides the Notice to the Company of his intention not to renew this
Agreement or otherwise terminates this Agreement for any reason other than for Good Reason, such
termination shall be subject to all the provisions of paragraph 5(e) above, and Executive shall not
be entitled to the benefits set forth in paragraph 5(c) above.




          9. Notices. All notices and other communications under this Agreement shall be in
writing and shall be given by courier service or first-class mail, certified or registered with
return receipt requested, and shall be deemed to have been duly given on the date receipt is
recorded by the appropriate delivery service, or may be delivered personally by hand to the
respective persons named below:




	 	 	 	 	 
	 

	 	If to Company:
	 	InfraSource Services, Inc.
	 

	 	 	 	100 West Sixth Street, Suite 300
	 

	 	 	 	Media, PA 19063
	 

	 	 	 	Attention: General Counsel
	 
	 	 	 	 
	 

	 	with copies to:
	 	the Chief Executive Officer of InfraSource at the address of
record.
	 
	 	 	 	 
	 

	 	If to Executive:
	 	[                     ]
	 
	 	 	 	 
	 

	 	with a copy to:
	 	[                     ]





Either party may change such party’s address for notices by notice duly given pursuant hereto.




          10. Dispute Resolution. The Company and Executive agree that any dispute arising as
to the parties’ rights and obligations hereunder, other than with respect to Section 6, shall, at
the election and upon written demand of either party, be submitted to arbitration before a single
arbitrator in Wilmington, Delaware under the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association.





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          11. Assignment; Successors. This Agreement is personal in its nature and neither of
the parties hereto shall, without the consent of the other, assign or transfer this Agreement or
any rights or obligations hereunder; provided that, in the event of the merger, consolidation,
transfer, or sale of all or substantially all of the assets of the Company with or to any other
individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and
inure to the benefit of such successor and such successor shall discharge and perform all the
promises, covenants, duties, and obligations of the Company hereunder.




          12. Governing Law. This Agreement and the legal relations thus created between the
parties hereto shall be governed by and construed under and in accordance with the laws of the
State of Delaware.




          13. Withholding. The Company shall make such deductions and withhold such amounts
from each payment made to Executive hereunder as may be required from time to time by law,
governmental regulation or order.




          14. Headings. Section headings in this Agreement are included herein for convenience
of reference only and shall not constitute a part of this Agreement for any other purpose.




          15. Waiver; Modification. Failure to insist upon strict compliance with any of the
terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or
condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance
with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of
such right or power at any other time or times. This Agreement shall not be modified in any
respect except by a writing executed by each party hereto.




          16. Severability. If for any reason any term or provision containing a restriction
set forth herein is held to be for a length of time which is unreasonable or in other way is
construed to be too broad or to any extent invalid, such term or provision shall not be determined
to be null, void and of no effect, but to the extent the same is or would be valid or enforceable
under applicable law, any court shall construe and reform this Agreement to provide for a
restriction having the maximum time period and other provisions as shall be valid and enforceable
under applicable law. If, notwithstanding the previous sentence, any term or provision of this
Agreement is held to be invalid or unenforceable, all other valid terms and provisions hereof shall
remain in full force and effect, and all of the terms and provisions of this Agreement shall be
deemed to be severable in nature.




          17. Entire Agreement; Effect on Certain Prior Agreements. This Agreement constitutes
the entire agreement between the parties with respect to the subject matter hereof and, except as
provided below, supersedes the Original Agreement and any prior agreements between them with
respect to the subject matter hereof, including all prior employment, retention, severance or
related agreements between Executive and the Company or any successor, predecessor or affiliate.
Without limiting the generality of the foregoing, except as provided below, the obligations under
this Agreement with respect to any termination of employment of Executive, for whatever reason,
supersede any severance or related obligations of the Company or any of its successors,
predecessors or affiliates in any plan of the Company




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or any of its successors, predecessors or
affiliates or any agreement between Executive and the Company or any of its successors,
predecessors or affiliates.




          18. Special Rule for U.S. Income Tax Compliance. All payments due and owing hereunder
shall be made in compliance with Section 409A, including, as applicable and without limitation,
Section 409A(a)(2)(b)(i) requiring that certain payments to selected employees occur no sooner than
six (6) months following termination of employment. The Company and Executive agree that this
Agreement shall be amended as necessary to comply with such Section 409A. For purposes of this
Agreement, the term “Section 409A” means section 409A of the Internal Revenue Code of 1986, as
amended and the written guidance thereunder issued by the Internal Revenue Service and the
Department of Treasury.




          19. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.




     IN WITNESS WHEREOF, the Company and InfraSource have each caused this Agreement to be executed
by its duly authorized officer, and Executive has hereunto signed this Agreement, as of the date
first above written.



[Company]




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	INFRASOURCE SERVICES, INC.
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	EXECUTIVE	 	 
	 
	 	 	 	 
	 	 	 






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