Exhibit 10.1


 


MANAGEMENT AGREEMENT


 


THIS MANAGEMENT AGREEMENT (“Agreement”), effective this 24th day of
November, 2004 (“Effective Date”), is entered into by and between Randall C.
Wisenbaker (“Executive”), and Dashiell Corporation, a Delaware  corporation (the “Company”).


 


WHEREAS, Executive desires to provide the
Company and certain of its subsidiaries with his services, and the Company
desires to employ Executive 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 President, Dashiell Corporation or
in such other executive capacity or capacities, at the same level of seniority,
as may be determined from time to time by the Chief Executive Officer of InfraSource
Services, Inc.(“the CEO”).


 


3.             At-Will Employment and Duties.


 


(a)           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 to such other Executive as
the CEO may designate.


 





















 


4.             Salary; Signing Bonus; 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 Two Hundred Thousand
($200,000.00) per year (“Base Salary”). 
The Base Salary shall be reviewed annually and determined by the Board
of Directors of InfraSource Services, Inc. (the “Board”) (or any duly
authorized committee thereof) in consultation with the CEO.


 


(b)           Annual Incentive
Compensation Program.  Executive
shall be entitled to participate in the Annual Incentive Compensation Program (“AICP”)
at the level defined for this position (President), with an uncapped potential
for company performance that exceeds budgeted performance, that is weighted at
least thirty (30%) percent based on InfraSource corporate performance and
seventy (70%) based on Dashiell Corporation performance, pursuant to the terms
and conditions of such program as it may exist from time to time, provided that
with respect to Executive,


 


(i)            the AICP for calendar
year 2004 and following may be amended by the Board in its discretion, provided:


 


1)     his
potential bonus opportunity under the AICP shall be based principally upon
sharing in the profitability, cash flow, economic value added or related
financial performance parameters,


2)     the
formula for the plan will be such that, if applied to actual performance for
2002 and 2003, the result would not decrease the actual bonus pool contribution
for those years,


3)     future
changes to the AICP or its formulation shall be made in
consultation with the CEO,


4)     if
the CEO concludes that the new formulation has had an
unintended and material negative impact on the amount of the bonus pool, the
Board shall reasonably consider an adjustment in the program to adjust for such
unintended impact,


5)     his
potential bonus opportunity shall be maintained at least at the current level
and no upper limit shall be placed on the amount of his potential bonus
opportunity.


 





















 


(c)           Stock Options.  Subject to approval by the Board, Executive
shall be granted an option to purchase 45,000 shares of common stock of
InfraSource Services, Inc., with a per share exercise price equal to the Fair
Market Value on the date of grant, pursuant to the terms and conditions of
InfraSource Services, Inc. 2004 Stock Incentive Plan (the “Plan”) and form of
stock 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 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 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 consultation with management and
with the consent of the Chief Executive Officer of InfraSource Services Inc.


 


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 gross
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 any bonus under the AICP that Executive would have been entitled
to had he worked the full year during which the termination occurred, provided
that where Executive’s bonus is subject to individual criteria the allocation
shall be made by Executive’s immediate supervisor taking into account
historical bonus amounts, such payment to be made in full within forty-five
(45) days following the determination of the amount thereof (but in no case
later than ninety (90) days after the close of the termination year) 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. If Executive’s employment is
terminated by Executive for “Good Reason” (as hereinafter defined) or by the
Company for any reason other than Executive’s death or Disability or other than
for Cause, subject to Executive entering into and not revoking a release of
claims in favor of the Company in a form satisfactory to the Company (the “Release”)
and abiding by the non-competition provision set forth in Section 6(b),
Executive shall be entitled to the following benefits:


 


(i) Payment in cash of
an amount equal to the pro-rated share (based on the period of actual
employment) of any bonus under the AICP that Executive would have been entitled
to had he worked the full year during which the termination occurred, provided
that where Executive’s bonus is subject to individual criteria the allocation
shall be made by Executive’s immediate supervisor taking into account
historical bonus amounts, such payment to be made in full within forty-five
(45) days following the determination of the amount thereof (but in no case
later than


 





















 


ninety (90) days after the close of the termination year) 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).


 


(ii) Cash severance
payments equal in the aggregate to Executive’s annual Base Salary at the time
of termination, payable in twelve (12) equal monthly installments beginning at
the end of the first full month following termination of employment.


 


(iii) Continuation of
Executive’s medical and health insurance benefits for a period equal to the
lesser of (i) twelve (12) months, or (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.


 


For purposes of this
Agreement, “Good Reason” shall mean  (a)
a material reduction (without Executive’s express written consent) in Executive’s
title or responsibilities, or (b) the Company’s material breach (without
Executive’s express written consent) of Sections 2 or 4 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 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(d) below.


 


(i) If such termination
occurs on or prior to the ten month anniversary of the Effective Date,
Executive agrees to be bound by the non-competition provision set forth in
Section 6(b) below for a period of one (1) year following termination of
employment.


 


(ii) If such termination
occurs after the ten month anniversary of the Effective Date, and the Company
elects in writing within thirty (30) days following the date of termination,
Executive agrees to be bound by the non-competition provision set forth in
Section 6(b) below for a period of one (1) year


 





















 


following termination of
employment and, subject to Executive entering into and not revoking the
Release, executive shall be entitled to twelve (12) months payment of his Base
Salary commencing at the end of the first month after his termination of
employment, and the continuation of Executive’s medical and health insurance
benefits for a period equal to the lesser of (i) one (1) year following
termination of employment, or (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. .


 


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, its subsidiaries and affiliates. 
“Confidential Information” shall mean information about the Company, its
subsidiaries or affiliates, 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 its affiliates without breach of
such source’s confidentiality or non-disclosure obligations to the Company or
any affiliate.  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 under Sections
5(a), (b) or (c) above (and provided the Company fulfills its obligations
thereunder) until the first anniversary of the date of Executive’s employment
termination, or if Executive’s employment is terminated under Section 5(d), 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, its subsidiaries or affiliates (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 Securities Exchange Act of 1934, as amended (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.


 


(c)           Non-Solicitation of Customers
and Suppliers.  During the period of
Executive’s employment by the Company and, if Executive’s employment is
terminated under Sections 5(a), (b) or (c) above (and provided the Company
fulfills its obligations thereunder) until the first anniversary of the date of
Executive’s employment termination, or if Executive’s employment is terminated
under Section 5(d), the Non-Competition Period, Executive shall not, directly
or indirectly, influence or attempt to influence customers or suppliers of the
Company or any of its subsidiaries or affiliates to divert any of their
business to any Competitor of the Company.


 


(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, its subsidiaries or affiliates.  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, its subsidiaries or affiliates 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 one (1) year 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, its subsidiaries or
affiliates (i) for the purpose of being employed by him or by any Competitor of
the Company 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, its subsidiaries, or
affiliates.  Executive also agrees that
Executive will not convey any such Confidential Information or trade secrets
about other employees of the Company, its subsidiaries, or affiliates to any
other person.”


 


(e)           Injunctive Relief.  It is expressly agreed that the Company will
or would suffer irreparable injury if Executive were to violate any of the
provisions of this Section 6 and that the Company 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.


 


8.             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:  Chief Executive
Officer


 


If to Executive:                      Randall
C. Wisenbaker


3331 Waxcandle Drive


Spring, TX 
77388


 





















 


with a copy to:


 


 


 


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


 


9.             Dispute Resolution; Attorneys’ Fees. 
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 Harris County, Texas under the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association.


 


10.           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.


 


11.           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 Texas.


 


12.           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.


 


13.           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.


 


14.           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.


 





















 


15.           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.


 


16.           Entire Agreement; Effect on Certain Prior
Agreements.  This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supercedes 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, 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 or any of its successors,
predecessors or affiliates or any agreement between Executive and the Company
or any of its successors, predecessors or affiliates, including without
limitation that certain Employment, Severance and Retention Agreement, dated
April 21, 2003, between Executive, InfraSource and certain of its affiliates
(the “ESR Agreement”), and Executive shall not be entitled to any severance
amounts under any such plan or agreement. 
Exelon Enterprises Company, LLC shall be a third party beneficiary of
the preceding sentence.  Notwithstanding
the foregoing or anything to the contrary in this Agreement, neither this
Agreement nor any provision hereof shall supersede or otherwise limit Executive’s
rights to the Retention Bonus under the ESR Agreement, or any other provision
of the ESR Agreement necessary to the enforcement of such rights to the
Retention Bonus.


 


17.           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 has 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.


 


	
  DASHIELL CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ David R.
  Helwig

  	
   

  
	
   

  
	
  Its:

  	
  Chairman

  	
   

  
	
   

  
	
  EXECUTIVE

  
	
   

  
	
   

  
	
  /s/ Randall C. Wisenbaker