Exhibit 10.1


 


 


EMPLOYMENT AGREEMENT

Betty R. Johnson


 


This EMPLOYMENT AGREEMENT, dated
as of October 19, 2015 (this “Agreement”), is by and between MYR Group Inc., a Delaware corporation (the “Company”),
and Betty R. Johnson, (the “Key Employee”).


 


W I T N E S S E T H:


 


WHEREAS, the Company desires to secure
the benefit of the Key Employee’s experience and ability by employing the Key Employee in the capacity and on the terms set
forth below, and the Key Employee desires to commit to serve the Company on the terms herein provided;


 


NOW, THEREFORE, in consideration
of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:


 


ARTICLE
I

DEFINITIONS AND INTERPRETATIONS


 


1.1Definitions.


 


(a)“Base Salary” means
the Key Employee’s base salary as in effect from time to time, as described in Section 2.3(a).


 


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


 


(c)“Cause” means:


 


(i)A material breach by the Key Employee
of Sections 3.9(b), (c), (d), (e) or (f) of this Agreement (regarding the non-competition, non-solicitation and confidentiality
provisions);


 


(ii)The commission of a criminal act
by the Key Employee against the Company, including but not limited to fraud, embezzlement or theft;


 


(iii)The conviction or plea of no contest
or nolo contendere of the Key Employee for any felony or any misdemeanor that may result in a term of imprisonment greater
than one (1) year; or


 


(iv)The Key Employee’s failure
or refusal to carry out, or comply with, in any material respect, any lawful directive of the Board consistent with the terms of
this Agreement which is not remedied within thirty (30) days after the Key Employee’s receipt of written notice from the
Company.


 






     


     


    

 


Notwithstanding the foregoing, the Key Employee shall not be
deemed to have been terminated for Cause pursuant to this Section 1.1(c) unless and until there shall have been delivered
to the Key Employee a copy of a resolution duly adopted by at least seventy-five percent (75%) of the entire membership of the
Board (not including for this purpose the Key Employee if the Key Employee is then a member of the Board) at a meeting of the Board
called and held for such purpose (after reasonable notice to the Key Employee and a reasonable opportunity for the Key Employee,
together with the Key Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board,
the Key Employee engaged in conduct set forth in this Section 1.1(c).


 


(d)“Change in Control”
means the occurrence of a “change in the ownership of the Company,” a “change in the effective control of the
Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as defined in
Treasury Regulation §§1.409A-3(i)(5)(v), (vi) and (vii), respectively.


 


(e)“COBRA” means the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


 


(f)“Code” means the
Internal Revenue Code of 1986, as amended and any regulations thereunder.


 


(g)“Disability” means
that, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than twelve months, the Key Employee is unable to engage in any substantial gainful
activity or is receiving income replacement benefits under an accident and health benefit plan covering employees of the Company
for a period of not less than three months.


 


(h)“Good Reason” means:


 


(i)a reduction of the Key Employee’s
Base Salary and/or annual target bonus opportunity without the Key Employee’s prior written consent;


 


(ii)the relocation of the Key Employee’s
primary work site to a location greater than fifty (50) miles from the Key Employee’s work site as of the Effective Date;
provided, however, that Good Reason does not mean the one time relocation of the Key Employee’s primary work site to the
Denver, Colorado metropolitan area, with the Key Employee being reimbursed for the expense of such relocation in accordance with
the Company’s relocation policy, and provided further that Good Reason does mean the subsequent relocation of the Key Employee’s
primary work site to a location greater than fifty (50) miles from the then established Denver, Colorado primary work site; or


 


(iii)any other material breach by the
Company of a material provision of this Agreement for which the Key Employee shall have given the Company written notice of such
breach and the Company shall have failed to cure such breach within thirty (30) days after receipt of such notice.


 


Notwithstanding the foregoing, solely with respect to a termination
of employment by the Key Employee during the Protection Period, in addition to clauses (i), (ii) and (iii), “Good Reason,”
shall also mean a material reduction of the Key Employee’s duties (without the Key Employee’s prior written consent)
from those in effect as of the Effective Date or as subsequently agreed to by the Key Employee and the Company for which the Key
Employee shall have given the Company written notice of such breach and the Company shall have failed to cure such breach within
thirty (30) days after receipt of such notice.


 






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(i)“Post-Termination Period”
means the period beginning on the date that the Key Employee’s employment terminates and ending on the first anniversary
of such date.


 


(j)“Protection Period”
means the period beginning on the date of the occurrence of a Change in Control and ending 12 months following the occurrence of
a Change in Control.


 


(k)“Severance Pay”
means


 


(i)two (2) times the sum of the Key
Employee’s annual Base Salary and Target Bonus as of the date of the Key Employee’s termination of employment (without
giving effect to any reduction that would otherwise constitute Good Reason), in the case of a termination Without Cause outside
the Protection Period or a termination by the Key Employee with Good Reason outside the Protection Period; and


 


(ii)three (3) times the sum of the Key
Employee’s annual Base Salary and Target Bonus as of the date of the Key Employee’s termination of employment, or if
higher, the Key Employee’s annual Base Salary and Target Bonus for the fiscal year immediately preceding the fiscal year
in which there occurs a Change in Control, in the case of a termination Without Cause during the Protection Period or a termination
by the Key Employee for Good Reason during the Protection Period.


 


(l)“Severance Period”
means the two (2) year period following the date of the Key Employee’s termination of employment, in the case of a termination
Without Cause or a termination by the Key Employee for Good Reason, whether or not during the Protection Period.


 


(m)“Without Cause”
means termination by the Company of the Key Employee’s employment at the Company’s sole discretion for any reason,
other than by reason of the Key Employee’s death or Disability, and other than a termination based upon Cause.


 


1.2Interpretations. In
this Agreement, unless a clear contrary intention appears, (a) the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;
(b) reference to any Article or Section, means such Article or Section hereof; and (c) the word “including” (and with
correlative meaning “include”) means including, without limiting the generality of any description preceding such term.


 


ARTICLE
II

EMPLOYMENT AND DUTIES


 


2.1Term. The term of this
Agreement shall be for a period commencing on October 19, 2015 (the “Effective Date”) and ending on December
20, 2016 (the “Initial Term”), provided, however, that this Agreement shall automatically be extended for an
additional one-year period at the end of the Initial Term and each one-year anniversary thereafter (each a “Renewal Term”
and together with the Initial Term being referred to herein as the “Employment Term”), unless not later than
one-hundred eighty (180) days prior to the end of the then-current period, either the Key Employee or the Company shall have provided
written notice to the other party that it does not wish to extend this Agreement; provided, further, that if there occurs a Change
in Control during the Employment Term, the Employment Term shall automatically be extended for an additional one-year period (in
addition to any then remaining Initial Term or a Renewal Term, as applicable).


 






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2.2Position, Duties and Services.
The Key Employee shall serve in the position of Senior Vice President, Chief Financial Officer and Treasurer and shall have duties
and responsibilities consistent with an executive serving in such capacity. The Key Employee shall perform such duties and responsibilities
diligently and to the best of the Key Employee’s abilities. The Key Employee’s employment will be subject to the supervision
and direction of the Chief Executive Officer of the Company and the Board.


 


2.3Compensation.


 


(a)Base Salary. The Key Employee
shall receive an initial Base Salary at the rate of Three Hundred and Fifty Thousand Dollars ($350,000) per annum payable in periodic
installments in accordance with the Company’s normal payroll practices and procedures, which Base Salary may be increased
(but not decreased) by the Board or (a committee thereof) from time to time.


 


(b)Target Bonus. During the Employment
Term, the Key Employee shall be eligible to receive an annual target bonus (the “Target Bonus”) based on the
achievement of annual performance objectives, as determined by the Board (or a committee thereof) in its discretion.


 


(c)Incentive, Savings, Profit Sharing,
and Retirement Plans. During the Employment Term, the Key Employee shall be entitled to participate in all incentive, savings,
profit sharing and retirement plans, practices, policies and programs applicable generally, from time to time, to other similarly
situated employees of the Company.


 


(d)Welfare Benefit Plans. During
the Employment Term, the Key Employee and/or the Key Employee’s family, as the case may be, shall be eligible for participation
in and will receive all benefits under the welfare benefit plans, practices, policies and programs applicable generally, from time
to time, to other similarly situated employees of the Company.


 


2.4Severance Benefit.
The Key Employee shall be entitled to receive the severance benefits described in ARTICLE III upon the Key Employee’s
termination of employment during the Employment Term, provided the Key Employee satisfies the requirements outlined in ARTICLE
III.


 


2.5Indemnification. The
Company shall (i) indemnify, hold harmless and defend the Key Employee to the extent permitted under applicable law from and against
reasonable costs, including reasonable attorney’s fees, incurred by the Key Employee in connection with or arising out of
any acts or decisions made by the Key Employee in the course and scope of the Key Employee’s employment hereunder and (ii)
pay all reasonable expenses and reasonable attorney’s fees actually incurred by the Key Employee in connection with or relating
to the defense of any claim, action, suit or proceeding by any third party against the Key Employee arising out of or relating
to any acts or decisions made by the Key Employee in the course and scope of the Key Employee’s employment hereunder; provided,
however, that such indemnification shall not apply with respect to the commission of a criminal act or any gross misconduct by
the Key Employee. This Section 2.5 shall survive the termination or expiration of this Agreement.


 






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ARTICLE
III

EARLY TERMINATION


 


3.1Death. Upon the death
of the Key Employee during the Employment Term, this Agreement shall terminate and the Key Employee’s estate shall be entitled
to payment of the Key Employee’s Base Salary through the date of such termination plus any compensation and benefits payable
pursuant to the terms of the compensation and benefit plans specified in Section 2.3 in which the Key Employee is a participant.
Payment of Base Salary through the date of termination and the payment of any other cash compensation to which the Key Employee
is entitled under this Agreement that is not exempt from Code Section 409A shall be made in a lump sum payment as soon as administratively
reasonable but not later than ninety (90) days following the date of the Key Employee’s death.


 


3.2Disability. In the
event of the Key Employee’s Disability during the Employment Term, this Agreement and the Key Employee’s employment
with the Company shall terminate and the Key Employee shall be entitled to payment of the following benefits: (a) the Key Employee’s
Base Salary through the date of such termination; (b) long-term disability benefits pursuant to the terms of any long-term disability
policy provided to similarly situated employees of the Company in which the Key Employee is a participant; and (c) any compensation
and benefits payable pursuant to the terms of the compensation and benefit plans specified in Section 2.3 in which the Key
Employee is a participant. Subject to Section 3.12(a), the payment of Base Salary through the date of termination and the
payment of any other cash compensation to which the Key Employee is entitled under this Agreement that is not exempt from Code
Section 409A shall be made in a lump sum payment as soon as administratively reasonable but not later than ninety (90) days following
the date of the Key Employee’s termination. Subject to Section 3.12(a) and Section 3.12(b), reimbursements
or in-kind benefits to which the Key Employee is entitled that are not exempt from Code Section 409A shall be paid as soon as administratively
reasonable following the date of payments as set forth in this Agreement, or the applicable plan, practice, policy or program.


 


3.3Termination for Cause by Company.
If the Key Employee’s employment is terminated during the Employment Term for Cause, the Company shall pay the Key Employee
through the date of termination (a) the Key Employee’s Base Salary in effect at the time notice of termination is given at
the applicable payment date under the Company’s regular and customary payroll practices and (b) any compensation and benefits
payable pursuant to the terms of the compensation and benefit plans specified in Section 2.3 in which the Key Employee is
a participant.


 


3.4Termination Without Good Reason
by the Key Employee. If the Key Employee terminates the Key Employee’s employment with the Company during the Employment
Term without Good Reason, whether or not during the Protection Period, the Company shall pay the Key Employee through the date
of termination (a) the Key Employee’s Base Salary in effect at the time notice of termination is given at the applicable
payment date under the Company’s regular and customary payroll practices and (b) any compensation and benefits payable pursuant
to the terms of the compensation and benefit plans specified in Section 2.3 in which the Key Employee is a participant.


 






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3.5Termination Without Cause or
for Good Reason Outside the Protection Period. If, during the Employment Term and outside the Protection Period, the Key
Employee’s employment is terminated by the Company Without Cause or the Key Employee terminates the Key Employee’s
employment with the Company for Good Reason, the Key Employee shall be entitled to (a) the Key Employee’s unpaid Base Salary
through the date of termination; (b) any compensation and benefits payable pursuant to the terms of the compensation and benefit
plans specified in Section 2.3 in which the Key Employee is a participant in accordance with the terms and conditions of
such compensation and benefit plans; (c) a lump sum payment equal to the Key Employee’s Severance Pay; and (d) a lump sum
payment equal to the product of (i) the number of months in the Severance Period multiplied by (ii) the monthly cost of maintaining
health benefits for the Key Employee (and the Key Employee’s spouse and eligible dependents) as of the date of the Key Employee’s
termination of employment under a group health plan of the Company for purposes of COBRA, on an after-tax basis and excluding any
short-term or long-term disability insurance benefits. Unless otherwise indicated in this Agreement and subject to Section 3.12(a),
the payment of Base Salary through the date of termination and the payment of any other cash compensation to which the Key Employee
is entitled under this Agreement that is not exempt from Code Section 409A shall be made in a lump sum payment as soon as administratively
reasonable but not later than ninety (90) days following the date of the Key Employee’s termination. Subject to Section
3.12(a) and Section 3.12(b), reimbursements or in-kind benefits to which the Key Employee is entitled that are not exempt
from Code Section 409A shall be paid as soon as administratively reasonable following the date of payments as set forth in this
Agreement, or the applicable plan, practice, policy or program. Subject to Section 3.8 and Section 3.12(a), the payment
of any Severance Pay and any amounts in respect of health benefits shall be made (or commence) in the month immediately following
the month in which the waiver and release of claims described in Section 3.8 becomes non-revocable, except that, if the
maximum period in which the waiver and release of claims described in Section 3.8 may be revoked ends in the year following
the year in which Key Employee incurs a “Separation from Service” (as such term is defined in Treasury regulations
issued under Code Section 409A), then the date on which the waiver and release of claims described in Section 3.8 becomes
non-revocable will be deemed to be the later of the (A) the first business day in the year following the year in which Key Employee
incurs a Separation from Service and (B) the date on which the waiver and release of claims described in Section 3.8 becomes
non-revocable (without regard to this exception).


 


3.6Termination Without Cause or
for Good Reason During the Protection Period. If, during the Employment Term and during the Protection Period, the Key
Employee’s employment is terminated by the Company Without Cause or the Key Employee terminates the Key Employee’s
employment with the Company for Good Reason, the Key Employee shall be entitled to (a) the Key Employee’s unpaid Base Salary
through the date of termination; (b) any compensation and benefits payable pursuant to the terms of the compensation and benefit
plans specified in Section 2.3 in which the Key Employee is a participant in accordance with the terms and conditions of
such compensation and benefit plans; (c) a lump sum payment equal to the Key Employee’s Severance Pay; and (d) a lump sum
payment equal to the product of (i) the number of months in the Severance Period multiplied by (ii) the monthly cost of maintaining
health benefits for the Key Employee (and the Key Employee’s spouse and eligible dependents) as of the date of the Key Employee’s
termination of employment under a group health plan of the Company for purposes of COBRA, on an after-tax basis and excluding any
short-term or long-term disability insurance benefits. Unless otherwise indicated in this Agreement and subject to Section 3.12(a),
the payment of Base Salary through the date of termination and the payment of any other cash compensation to which the Key Employee
is entitled under this Agreement that is not exempt from Code Section 409A shall be made in a lump sum payment as soon as administratively
reasonable but not later than ninety (90) days following the date of the Key Employee’s termination. Subject to Section
3.12(a) and Section 3.12(b), reimbursements or in-kind benefits to which the Key Employee is entitled that are not exempt
from Code Section 409A shall be paid as soon as administratively reasonable following the date of payments as set forth in this
Agreement, or the applicable plan, practice, policy or program. Subject to Section 3.8 and Section 3.12(a), the payment
of any Severance Pay and any amounts in respect of health benefits shall be made (or commence) in the month immediately following
the month in which the waiver and release of claims described in Section 3.8 becomes non-revocable, except that, if the
maximum period in which the waiver and release of claims described in Section 3.8 may be revoked ends in the year following
the year in which Key Employee incurs a Separation from Service, then the date on which the waiver and release of claims described
in Section 3.8 becomes non-revocable will be deemed to be the later of the (A) the first business day in the year following
the year in which Key Employee incurs a Separation from Service and (B) the date on which the waiver and release of claims described
in Section 3.8 becomes non-revocable (without regard to this exception). In the event of the Key Employee’s termination
under this Section 3.6, the Key Employee shall not be bound by the provisions of Section 3.9(b).


 






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3.7Termination of Company’s
Obligations. Upon termination of the Key Employee’s employment for any reason, the Company’s obligations under
this Agreement shall terminate and the Key Employee shall be entitled to no compensation and benefits other than that provided
in this ARTICLE III and Section 2.5. Notwithstanding such termination, the parties’ obligations under Sections
2.5 and 3.9 of this Agreement shall remain in full force and effect.


 


3.8Release. Notwithstanding
the foregoing provisions of this ARTICLE III, the Key Employee shall be entitled to the additional benefits specified in
Section 3.5 (regarding termination Without Cause or for Good Reason outside the Protection Period) and Section 3.6
(regarding termination Without Cause or for Good Reason during the Protection Period) (i.e., those in addition to the payment of
the Key Employee’s Base Salary through the date of termination and any benefits payable pursuant to the terms of the compensation
and benefit plans specified in Section 2.3 in which the Key Employee is a participant), only upon the Key Employee’s
execution (and non-revocation) and delivery to the Company of a waiver and release of all claims substantially in the form used
by the Company for similarly situated employees, which execution (and non-revocation) and delivery must occur before the forty-fifth
(45th) day immediately following the date of termination. The Company shall have no obligations under Section 3.5 and Section
3.6, as applicable, if the Key Employee fails to deliver (and not revoke) the executed waiver and release of claims to the
Company within the specified period of time. Notwithstanding the foregoing, if the Company does not deliver the form of release
to the Key Employee within three (3) business days following the date of termination, then any requirement for the Key Employee
to execute (and not revoke) and deliver the release as a condition of receiving any payments under Section 3.5 and
Section 3.6, as applicable, will have no effect, and the Key Employee will be entitled to receive any payments to which
the Key Employee otherwise qualifies under Section 3.5 and Section 3.6, as applicable.


 






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3.9Non-Competition; Non-Solicitation;
Confidentiality.


 


(a)The Key Employee acknowledges and agrees
that: (i) the Company is engaged in the business of power line and commercial/industrial electrical construction services for electric
utilities, telecommunication providers, commercial/industrial facilities, and government agencies and electrical construction and
maintenance services for industrial and power generation clients (the “Business”); (ii) the Business is intensely
competitive; (iii) the Key Employee’s customer relationships are near permanent and but for the Key Employee’s association
with the Company, the Key Employee would not have had contact with the customers; (iv) the Key Employee will continue to develop
and have access to and knowledge of non-public information of the Company and its clients; (v) the direct or indirect disclosure
of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive
disadvantage and would do damage to the Company; (vi) the Key Employee has developed goodwill with the Company’s clients
at the substantial expense of the Company; (vii) but for the Key Employee entering into the covenants set forth in this Section
3.9, the Company would not have entered into this Agreement; (viii) the Key Employee engaging in any of the activities prohibited
by this Section 3.9, would constitute improper appropriation and/or use of the Company’s confidential information
and/or goodwill; (ix) the Key Employee’s association with the Company is expected to be critical to the success of the Company;
(x) the services to be rendered by the Key Employee to the Company are of a special and unique character; (xi) the Company conducts
the Business throughout North America; (xii) the noncompetition and other restrictive covenants and agreements set forth in this
Agreement are fair and reasonable and it would not be reasonable for the Company to enter into this Agreement without obtaining
such non-competition and other restrictive covenants and agreements; and (xiii) in light of the foregoing and of the Key Employee’s
education, skills, abilities and financial resources, the Key Employee acknowledges and agrees that the Key Employee will not assert,
and it should not be considered, that enforcement of any of the covenants set forth in this Section 3.9 would prevent the
Key Employee from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable.


 


(b)Agreement not to Compete. The
Key Employee will not, during the Key Employee’s employment and the Post-Termination Period, directly or indirectly, carry
on or conduct, the Business or any business of the nature in which the Company or its subsidiaries are then engaged in any geographical
area in which the Company or its subsidiaries or affiliates engage in business at the time of such termination or any new line
of business with respect to which the Key Employee has created, received or had access to confidential information (as set forth
below). The Key Employee agrees that the Key Employee will not so conduct or engage in the Business or any such business in any
capacity, including as an individual on the Key Employee’s own account or as a partner or joint venturer or as an employee,
agent, consultant or salesman for any other person or entity, or as an officer or director of a corporation, provided, that the
Key Employee may be a shareholder in any public corporation if the Key Employee does not own ten percent (10%) or more of any class
of its stock.


 


(c)Confidential Information. The
Key Employee will not, directly or indirectly, during the Key Employee’s employment and at any time following termination
of the Key Employee’s employment with the Company for any reason, reveal, divulge or make known to any person or entity,
or use for the Key Employee’s personal benefit (including for the purpose of soliciting business, whether or not competitive
with any business of the Company or its subsidiaries or affiliates), any information acquired during the Employment Term with regard
to the financial, business or other affairs of the Company or its subsidiaries or affiliates (including any list or record of persons
or entities with which the Company or its subsidiaries or affiliates has any dealings), other than (i) for purposes of performing
the Key Employee’s duties and responsibilities pursuant to this Agreement; (ii) information already in the public domain;
or (iii) information that the Key Employee is required to disclose under the following circumstances: (A) at the direction of any
authorized governmental entity; (B) pursuant to a subpoena or other court process; (C) as otherwise required by law or the rules,
regulations, or orders of any applicable regulatory body; or (D) as otherwise necessary, in the opinion of counsel for the Key
Employee, to be disclosed by the Key Employee in connection with any legal action or proceeding involving the Key Employee in the
Key Employee’s capacity as an employee, officer, director, or stockholder of the Company or any subsidiary or affiliate of
the Company.


 






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(d)The Key Employee will, upon the earlier
of (i) any time requested by the Company or (ii) termination of the Key Employee’s employment with the Company for any reason,
promptly deliver to the Company all documents, memoranda, notes, reports, lists, files, customer lists, mailing lists, software,
disks, credit cards, door and file keys, computer access codes, instructional manuals, and other physical or personal property
which the Key Employee received or prepared or helped to prepare in connection with the Key Employee’s relationship with
the Company including, but not limited to, any confidential information (as set forth above) of the Company or any of its subsidiaries
and affiliates which the Key Employee may then possess or have under the Key Employee’s control, and the Key Employee shall
not retain any copies, duplicates, reproductions or excerpts thereof.


 


(e)Agreement not to Solicit. During
the Employment Term and for the Post-Termination Period, the Key Employee shall not (except on behalf of or with the written consent
of the Company), either directly or indirectly, on the Key Employee’s own behalf or in the service or on behalf of others,
(i) solicit, divert, or appropriate, or (ii) attempt to solicit, divert, or appropriate, any person or entity that is or was a
customer of the Company or any of its affiliates at any time during the twelve (12) months prior to the date of the Key Employee’s
termination and with whom the Key Employee has had material contact.


 


(f)Agreement not to Recruit. During
the Employment Term and for the Post-Termination Period, the Key Employee shall not, either directly or indirectly, on the Key
Employee’s behalf or in the service or on behalf of others, (i) solicit, divert, or hire away, or (ii) attempt to solicit,
divert, or hire away, any employee of or consultant to the Company or its subsidiaries or affiliates.


 


(g)Reasonableness of Restrictions.
The Key Employee acknowledges that the geographic boundaries, scope of prohibited activities, and time duration set forth in this
Section 3.9 are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and the
confidentiality of its confidential information and to protect the legitimate business interests of the Company, and that the enforcement
of such provisions would not cause the Key Employee any undue hardship nor unreasonably interfere with the Key Employee’s
ability to earn a livelihood. If any court determines that any portion of this Section 3.9 is invalid or unenforceable,
the remainder of this Section 3.9 will not thereby be affected and will be given full effect without regard to the invalid
provisions. If any court construes any of the provisions of this Section 3.9, or any part thereof, to be unreasonable because
of the duration or scope of such provision, such court shall reduce the duration or scope of such provision and enforce such provision
as so reduced.


 






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(h)Enforcement. Upon the Key Employee’s
employment with an entity that is not a subsidiary or affiliate of the Company (a “Successor Employer”) during
the period that the provisions of this Section 3.9 remain in effect, the Key Employee will provide such Successor Employer
with a copy of this Agreement and will notify the Company of such employment within thirty (30) days thereof. The Key Employee
agrees that in the event of a breach or threatened breach of the terms and conditions of this Section 3.9 by the Key Employee,
the Company will be entitled, if it so elects, to institute and prosecute proceedings, either in law or in equity, against the
Key Employee, to obtain damages for any such breach, or to enjoin (in the form of specific performance, temporary restraining order,
temporary or permanent injunction or otherwise) the Key Employee from any conduct in violation of this Section 3.9, without
having to post a bond.


 


3.10Parachute Payments.


 


(a)Notwithstanding anything to the contrary
in this Agreement, in the event that any payment or distribution to or for the Key Employee’s benefit, whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement,
policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right,
or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (all such payments and
benefits, together, the “Total Payments”), would be subject (in whole or part), to any excise tax imposed under
Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account
any reduction in the Total Payments provided by reason of Section 280G of the Code in such other agreement, policy, plan, program
or arrangement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is
subject to the Excise Tax (but in no event to less than zero), in the following order: (i) the payments that are payable in cash
that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) shall be reduced (if necessary, to zero),
with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value
under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined
under Treasury Regulation Section 1.280G-1, Q&A 24) shall next be reduced; (iii) the payments that are payable in cash that
are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced
first, shall next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury
Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation
Section 1.280G-1, Q&A 24) shall next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii)
or (iv) shall be next reduced pro-rata; provided, however, that the Total Payments shall only be reduced if (A) the net amount
of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes
on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable
to such reduced Total Payments), is greater than or equal to (B) the net amount of such Total Payments without such reduction (but
after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise
Tax to which the Key Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase
out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).


 






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(b)For purposes of determining whether
and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt
or enjoyment of which the Key Employee shall have waived at such time and in such manner as not to constitute a “payment”
within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken
into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Key Employee
and selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor
(the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2)
of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total
Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually
rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in
Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit
or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles
of Sections 280G(d)(3) and (4) of the Code.


 


(c)At the time that payments are made
under this Agreement, the Company shall provide the Key Employee with a written statement setting forth the manner in which such
payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from
Tax Counsel, the Auditor, or other advisors or consultants (and any such opinions or advice which are in writing shall be attached
to the statement). If the Key Employee objects to the Company’s calculations, the Company shall pay to the Key Employee such
portion of the Total Payments (up to 100% thereof) as the Key Employee determines is necessary to result in the proper application
of this Section 3.10. All determinations required by this Section 3.10 (or requested by either the Key Employee or
the Company in connection with this Section 3.10) shall be at the expense of the Company.


 


3.11Intentionally Omitted.


 


3.12Payments Subject to Section
409A of the Code.


 


(a)Notwithstanding the foregoing provisions
of this ARTICLE III, to the extent required by Section 409A of the Code and applicable guidance thereunder, payments that
the Key Employee would otherwise be entitled to receive hereunder during the first six months following the date of the Key Employee’s
termination of employment will be accumulated and paid on the date that is six months and one day after the date of the Key Employee’s
termination of employment (or if such payment date does not fall on a business day of the Company, the next following business
day of the Company), or such earlier date upon which such amount can be paid without adverse tax consequences to the Key Employee
under Section 409A of the Code; provided, however, that no such delay shall apply with respect to payments to which the Key Employee
is entitled in the event of the Key Employee’s death.


 


(b)Any reimbursement of expenses or in-kind
benefits provided under this Agreement, that is subject to and not exempt from Section 409A of the Code, shall be subject to the
following additional rules: (i) any reimbursement of eligible expenses shall be paid as they are incurred (but not prior to the
end of the six-month delay period set forth in Section 3.12(a)); provided that the Key Employee first provides documentation
thereof in reasonable detail not later than sixty (60) days following the end of the calendar year in which the eligible expenses
were incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall
not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year;
and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.


 






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(c)For purposes of determining the Key
Employee’s entitlement to payment of any cash or other remuneration which is deferred compensation under Section 409A of
the Code, any provision of this Agreement providing for payment of any such cash or remuneration upon “termination,”
“termination of employment” or other event which is a termination of an employment relationship with the Company means
that such payment is to be made upon a Separation from Service, with the Company and all of its subsidiaries and affiliates, for
any reason, including without limitation, quit, discharge and retirement, and the Company and the Key Employee reasonably anticipate
that no further services will be performed after such date or that the level of bona fide services performed after such date (whether
as an employee or as an independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level
of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period
(or the full period of services if the Key Employee has been providing services for less than 36 months).


 


(d)It is intended that the payments and
benefits provided under this Agreement shall either be exempt from application of, or comply with, the requirements of Section
409A of the Code. This Agreement shall be construed, administered, and governed in a manner that affects such intent, and the Company
shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits
provided under this Agreement may not be deferred, accelerated, extended, paid out, or modified in a manner that would result in
the imposition of an additional tax under Section 409A of the Code. Although the Company shall use its best efforts to avoid the
imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the benefits provided under
this Agreement is not warranted or guaranteed. The Company shall not be held liable for any taxes, interest, penalties, or other
monetary amounts owed by the Key Employee or other taxpayers as a result of this Agreement.


 


ARTICLE
IV

MISCELLANEOUS


 


4.1Governing Law. This
Agreement is governed by and will be construed in accordance with the laws of the State of Illinois, without regard to the conflicts
of law principles of such State.


 


4.2Amendment and Waiver.
The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Company and the
Key Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement will be construed as a
waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof.


 


4.3Severability. Any provision
in this Agreement which is prohibited or unenforceable in any jurisdiction by reason of applicable law will, as to such jurisdiction,
be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision
in any other jurisdiction.


 






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4.4Entire Agreement. Except
as provided in the written benefit plans and programs referenced in Section 2.3(c) and Section 2.3(d), this Agreement
embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes
and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related
to the employment of the Key Employee or the subject matter hereof in any way.


 


4.5Withholding of Taxes and Other
Employee Deductions. The Company may withhold from any benefits and payments made pursuant to this Agreement all federal,
state, city, and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee
deductions made with respect to the Company’s employees generally.


 


4.6Legal Fees. The Company
shall reimburse the Key Employee for all reasonable legal fees and expenses incurred by the Key Employee in a dispute regarding
the Key Employee’s rights under this Agreement, within forty-five (45) days of when such fees and expenses are incurred,
but in no event later than the end of the taxable year in which such fees and expenses are incurred, unless a court of competent
jurisdiction determines the Key Employee’s position in such dispute not to be bona fide.


 


4.7Headings. The paragraph
headings have been inserted for purposes of convenience and will not be used for interpretive purposes.


 


4.8Actions by the Board.
Any and all determinations or other actions required of the Board (or a committee thereof) hereunder that relate specifically to
the Key Employee’s employment by the Company or the terms and conditions of such employment will be made by the members of
the Board or such committee other than the Key Employee (if the Key Employee is a member of the Board or such committee), and the
Key Employee will not have any right to vote or decide upon any such matter.


 


4.9Construction. The language
used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict
construction will be applied against any party.


 


***


 


Signature Page Follows




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INTENDING TO BE BOUND, the parties
hereto have executed this Agreement as of the date first set forth above.


 





	 	COMPANY:	 
	 	 	 	 
	 	 	 	 
	 	MYR GROUP INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Larry F. Altenbaumer	 
	 	Name:	Larry F. Altenbaumer	 
	 	Title:  	Chairman Compensation Committee	 
	 	 	 	 
	 	 	 	 
	 	KEY EMPLOYEE:	 
	 	 	 	 
	 	 	 	 
	 	/s/ Betty R. Johnson	 
	 	Betty R. Johnson	 







 


 






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