exh102.htm


    

      Exhibit
10.2

      SECOND
AMENDMENT TO THE EMPLOYMENT AGREEMENT

       

      BETWEEN

       

      RICHARD
B. VILSOET AND DYCOM INDUSTRIES, INC.

       

      WHEREAS,
effective as of May 9, 2005, Richard B. Vilsoet and Dycom Industries, Inc.
entered into an employment agreement (as amended from time to time, the “Employment
Agreement”);

       

      WHEREAS,
pursuant to paragraph 9 of the Employment Agreement, the Employment Agreement
may be amended by a written instrument executed by the undersigned
parties;

       

      WHEREAS,
the undersigned parties desire to amend the Employment Agreement as set forth
herein; and

       

      WHEREAS,
the undersigned parties represent and warrant that the execution and delivery of
this amendment has been duly and validly executed and delivered and is valid and
binding.

       

      NOW,
THEREFORE, the Employment Agreement is hereby amended, effective as of May 25,
2010, as follows:

       

      1. The last
sentence of paragraph 2 of the Employment Agreement is deleted in its entirety
and the following language is added to read as follows:

       

      “Notwithstanding
anything in the Employment Agreement to the contrary, if a “Change of Control”,
as defined in paragraph 5(f) hereof, occurs during term of the Employee’s
employment hereunder, the Employee’s employment under the Employment Agreement
shall be extended for 24 months following the consummation of the Change of
Control and shall terminate upon the earlier of the (x) second anniversary of
the consummation of the Change of Control and (y) termination of the Employee’s
employment under the Employment Agreement (the “Extended
Term”).  The period from the Effective Date until the
termination of the Employee’s employment hereunder, including, if applicable,
the Extended Term, is referred to as the “Employment
Term” (provided that solely for purposes of paragraph 4(c) hereof, the
Employment Term shall be deemed to end on the date on which the term of the
Employee’s employment hereunder was extended, including, if applicable, the
Extended Term, without regard to his termination of employment).”

       

      2. Paragraph
5(d) of the Employment Agreement is amended by adding the following language at
the end thereof:

       

      “Notwithstanding
the foregoing, this paragraph 5(d) shall not apply in the event the Employee
resigns his employment for Good Reason (as defined below) on or following a
Change of Control pursuant to paragraph 5(f) hereof.”

       

      3. Paragraph
5(f) of the Employment Agreement is amended and restated in its entirety to read
as follows:

       

      “(f)
Termination without
Cause or resignation for Good Reason on or following a Change of
Control.  (i)  Subject to the execution and delivery
of a general release of claims against the Company as provided under paragraph
5(b) hereof, if, prior to the expiration of the Employment Term, the Company
terminates the Employee’s employment without Cause or the Employee resigns from
his employment for Good Reason on or prior to the second anniversary following
the consummation of a Change of Control, the Employee shall receive the
Severance Benefits (provided that the Severance Benefits shall be payable in a
single lump sum within five days following such termination of employment) and
shall also be entitled to full and immediate vesting, to the extent not already
vested, of all outstanding equity-based awards, including but not limited to
stock options, restricted stock, and restricted stock unit awards, granted by
the Company to the Employee pursuant to any of the Company’s long-term incentive
plans.  In addition, all outstanding performance share, performance
share unit, and other equivalent awards granted by the Company to the Employee
pursuant to any of the Company’s long-term incentive plans shall immediately
vest at their respective target performance levels to the extent not already
vested.

       

      (ii)  A
“Change of
Control” shall be deemed to have occurred with respect to the Company
upon the occurrence of any of the following events:

       

      (A)           any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations promulgated thereunder) is or
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of more than 20% of the total
outstanding voting stock of the Company, excluding,
however,   (1) any acquisition directly from the Company,
other than an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly from the
Company; (2) any acquisition by the Company; or (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any entity controlled by the Company;

       

      (B)           the
individuals who constitute the Board as of May 25, 2010 (the “Incumbent
Board”) cease to constitute a majority of the Board; provided, however,
(1) that if the nomination or election of any new director of the Company
was approved by a majority of the Incumbent Board, such new director shall be
deemed a member of the Incumbent Board and (2) that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened “Election Contest” (as
described in Rule 14a-11 promulgated under the Exchange Act) or as a result
of a solicitation of proxies or consents by or on behalf of any “person” or
“group” identified in clause (A) above;

       

      (C)           a
reorganization of the Company or the Company consolidates with, or merges with
or into another person or entity or conveys, transfers, leases or otherwise
disposes of all or substantially all of its assets to any person or entity, or
any person or entity consolidates with or merges with or into the Company; provided, however, that any
such transaction shall not constitute a Change of Control if (1) the
shareholders of the Company immediately before such transaction own, directly or
indirectly, immediately following such transaction in excess of 50% of the
combined voting power of the outstanding voting securities of the corporation or
other person or entity resulting from such transaction, (2) no “person” or
“group” owns 20% or more of the outstanding voting securities of the corporation
or other person or entity resulting from such transaction, and (3) a majority of
the Incumbent Board remains; or

       

      (D)           the
approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (iii)  Resignation
for “Good
Reason” shall mean termination of employment by the Employee because of
the occurrence of any of the following events:

       

      (A)           a
failure by the Company to pay compensation or benefits due and payable to the
Employee in accordance with the terms of the Employment Agreement;

       

      (B)           a
material adverse change in the assignment of duties or responsibilities
inconsistent with those duties and responsibilities as set forth in paragraph 1
of the Employment Agreement;

       

      (C)           a
relocation of the Company’s principal office by more than 25 miles from
Palm Beach Gardens, Florida without the Employee’s consent; or

       

      (D)           a
failure by the Company to obtain agreement by a successor to assume the
Employment Agreement in accordance with paragraph 6(b).”

       

      4. Except as
otherwise expressly amended by this amendment, the Employment Agreement shall
continue in full force and effect.

       

      5. This
amendment may be executed in one or more counterparts, each of which when
executed shall be deemed an original but all of which together shall constitute
one and the same agreement.

       

      IN
WITNESS WHEREOF, the parties have entered into this amendment as of the date set
forth above.

       

                                

        
        

         

        
          	 	 DYCOM
      INDUSTRIES, INC. 


        

         

        
        

         

        
          	 	 By:	 /s/ Steven
      Nielsen
	 	 	 Name:
      Steven
      Nielsen
	 	 	 Title:  President
      & CEO


        

         

        Acknowledged
and Agreed:

      

       

      /s/ Richard B.
Vilsoet                                                      

      Name:
Richard B Vilsoet