Exhibit
      10.17

     

     


     

    EMPLOYMENT
      AGREEMENT

BETWEEN

Primoris
      Corporation

AND

John
      M. Perisich

February
      18, 2008

     

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT is made and entered into as of February 18, 2006, and
      effective as of the Closing Date (as hereinafter defined), by and among Primoris
      Corporation, a Nevada corporation (the “Employer”),
      and
      John M. Perisich (the “Employee”).

     

    WHEREAS,
      pursuant to that certain Agreement And Plan of Merger By And Among Rhapsody
      Acquisition Corp., Primoris Corporation and the Shareholders of Primoris
      Corporation dated on or about February 19, 2008 (“the Merger Agreement”), a
      closing date for the consummation of a prospective merger is defined therein
      (“the Closing Date”); 

     

    WHEREAS,
      the Employer desires to employ the Employee, and the Employee desires to accept
      such employment, on the terms and subject to the conditions hereinafter set
      forth; 

     

    NOW,
      THEREFORE, in consideration of the covenants contained herein and other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows.

     

    
      	1.  	
              Definitions.
                

            


    

     

    Generally,
      defined terms used in this Agreement are defined in the first instance in which
      they appear herein. In addition, the following terms and phrases shall have
      the
      following meanings:

     

    “Board”
shall
      mean the board of directors of Employer.

     

    “Business
      Day”
shall
      mean any day that is not a Saturday, Sunday, or a day on which banking
      institutions in California are not required to be open.

     

    “Cause”
shall
      mean the Employee’s:

     

    (i)       
      failure
      to devote substantially all his working time to the business of Employer and
      its
      Affiliates and Subsidiaries;

     

    (ii)  willful
      disregard of his duties, or his intentional failure to act where the taking
      of
      such action would be in the ordinary course of the Employee’s duties
      hereunder;

     

    (iii)     
      gross
      negligence or willful misconduct in the performance of his duties
      hereunder;

     

    (iv)    
      commission
      of any act of fraud, theft or financial dishonesty, or any felony or criminal
      act involving moral turpitude; or

     

    (v)  unlawful
      use (including being under the influence) of alcohol or drugs or possession
      of
      illegal drugs while on the premises of the Employer or any of its Affiliates
      or
      while performing duties and responsibilities to the Employer and its
      Affiliates.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Confidential
      Information”
shall
      mean all proprietary and other information relating to the business and
      operations of Employer, which has not been specifically designated for release
      to the public by an authorized representative of Employer, including, but not
      limited to the following: (i) information, observations, procedures and data
      concerning the business or affairs of Employer; (ii) products or services;
      (iii)
      costs and pricing structures; (iv) analyses; (v) drawings, photographs and
      reports; (vi) computer software, including operating systems, applications
      and
      program listings; (vii) flow charts, manuals and documentation; (viii) data
      bases; (ix) accounting and business methods; (x) inventions, devices, new
      developments, methods and processes, whether patentable or unpatentable and
      whether or not reduced to practice; (xi) customers, vendors, suppliers and
      customer, vendor and supplier lists; (xii) other copyrightable works; (xiii)
      all
      production methods, processes, technology and trade secrets and (xiv) all
      similar and related information in whatever form. Confidential Information
      will
      not include any information that has been published in a form generally
      available to the public prior to the date the Employee proposes to disclose
      or
      use such information. Confidential Information will not be deemed to have been
      published merely because individual portions of the information have been
      separately published, but only if all material features comprising such
      information have been published in combination.

     

    “Disability”
shall
      mean the Employee’s inability, due to physical or mental illness or disability,
      to perform the essential functions of his employment with the Employer, even
      with reasonable accommodation that does not impose an undue hardship on the
      Employer, for more than sixty (60) consecutive days, or for any ninety (90)
      days
      within any one year period, unless a longer period is required by federal or
      state law, in which case such longer period will be applicable. The Employer
      reserves the right, in good faith, to make the determination of Disability
      under
      this Agreement based on information supplied by the Employee and/or his medical
      personnel, as well as information from medical personnel selected by the
      Employer or its insurers.

     

    “Employer”
shall
      mean Primoris Corporation and any of its Subsidiaries. 

     

    “Person”
shall
      be construed broadly and shall include, without limitation, an individual,
      a
      partnership, an investment fund, a limited liability company, a corporation,
      an
      association, a joint stock company, a trust, a joint venture, an unincorporated
      organization and a governmental entity or any department, agency or political
      subdivision thereof.

     

    “Subsidiary”
or
      “Subsidiaries”
shall
      have the meaning as defined in the Merger Agreement.

     

    “Termination
      Date”
shall
      mean the effective date of the termination of the Employee’s employment
      hereunder, which (i) in the case of termination by resignation, shall mean
      the
      date that is ninety (90) days following the date of the Employee’s written
      notice to the Employer of his resignation; provided, however, that the Employer
      may accelerate the Termination Date; (ii) in the case of termination by reason
      of death shall mean the date of death; (iii) in the case of termination by
      reason of Disability, shall mean the date specified in the notice of such
      termination delivered to the Employee by the Employer; (iv) in the case of
      a
      Termination for Cause or a Termination without Cause, shall mean the date
      specified in the written notice of such termination delivered to the Employee
      by
      the Employer; (iv) in the case of termination by mutual agreement shall mean
      the
      date mutually agreed to by the parties hereto and (v) in the case of nonrenewal,
      shall mean the expiration of the Employment Period. 

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	2.  	
              Employment.
                

            


    

     

    a.       
      Initial
      Term.
      The
      Employer shall employ the Employee, and the Employee accepts employment with
      the
      Employer, upon the terms and conditions set forth in this Agreement. The initial
      term of this Agreement (the “Initial
      Term”)
      shall
      be for a period of five (5) years commencing on the date hereof, unless
      terminated earlier pursuant to Article 5 hereof; provided, however, that
      Employee’s obligations in Article 11 and Article 12 hereof shall continue in
      effect after such termination.

     

    b.       
      Additional
      Terms.
      This
      Agreement may be extended beyond the Initial Term upon the mutual consent and
      agreement of Employee and Employer. The Initial Term and additional terms,
      if
      any, shall collectively be referred to herein as the “Employment
      Period”.

     

    
      	3.  	
              Position
                and Duties.
                

            


    

     

    During
      the Employment Period, the Employee shall serve as the Sr. Vice President and
      General Counsel, reporting to the Board, and shall have the usual and customary
      duties, responsibilities and authority of such position. In addition, during
      the
      Employment Period, if elected or appointed thereto, shall serve as an officer
      and/or member of the board of any Subsidiary of Employer as reasonably requested
      by the Employer and its Subsidiaries, in each case, without additional
      compensation hereunder. The Employee hereby accepts such employment and
      positions and agrees to diligently and conscientiously devote his full and
      exclusive business time, attention, and best efforts in discharging and
      fulfilling his duties and responsibilities hereunder. The Employee shall comply
      with the Employer’s policies and procedures and the direction and instruction of
      the Board and the Employee shall not engage in any business activity which,
      in
      the reasonable judgment of the Board, conflicts with the duties of the Employee
      hereunder, whether or not such activity is pursued for gain, profit or other
      pecuniary advantage. 

     

    
      	4.  	
              Compensation

            


    

     

    (a)  Salary.
      During
      the Employment Period, the Employer shall pay the Employee base salary (the
      “Base
      Salary”)
      at the
      rate of Two Hundred Fifty Thousand Dollars ($250,000) per annum, payable in
      equal installments twice monthly on Employer’s regular payroll dates, less
      applicable deductions and withholdings. 

     

    (b)  Performance
      Bonus.
      In
      addition to the Base Salary, during the Employment Period the Employee shall
      be
      eligible to receive a cash bonus (the “Bonus”)
      with
      respect to each calendar year as of the last day of which the Employee is
      employed by the Employer. The amount of the Bonus, if any, payable in respect
      of
      any calendar year will be determined at the sole discretion of Employer by
      the
      Board or compensation committee of the Board (the “Compensation
      Committee”).
      The
      Bonus, if any, payable with respect to a calendar year shall be paid within
      thirty (30) days following the rendering of Employer’s audited financial
      statements for the relevant calendar year. 

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (c)  Benefits
      and Perquisites.
      In
      addition to the Base Salary, Employee shall be entitled to all other benefits
      of
      employment provided to other employees of Employer; provided, however, that
      during the term of this Agreement Employee shall be entitled to three (3) weeks
      of vacation per annum. Additional benefits and perquisites will be provided
      subject to Employer’s policies and practices in effect and then in place at the
      Closing Date, and the terms of applicable benefit plans and arrangements as
      in
      effect from time to time. 

     

    (d)  Reimbursements.
      The
      Employer shall reimburse the Employee for all reasonable and necessary
      business-related expenses incurred by him in the course of performing his duties
      under this Agreement which are consistent with Employer’s policies and practices
      in effect and then in place at the Closing Date, including travel, entertainment
      and other business expenses, subject to the Employer’s requirements with respect
      to reporting and documentation of such expenses. 

     

    (e)  Deductions
      and Withholding.
      The
      Employer shall deduct from any payments to be made by it to or on behalf of
      the
      Employee under this Agreement any amounts required to be withheld in respect
      of
      any federal, state or local income or other taxes. 

     

    (f)  Annual
      Review of Base Salary.
      The
      Board (or the Compensation Committee) shall undertake a review of the Base
      Salary not less frequently than annually during the Employment Period and may
      increase, but not decrease, the rate of Base Salary from the rate then in
      effect.

     

    (g)  Use
      of Employer Aircraft.
      In
      addition to all business related uses of any aircraft owned or leased by
      Employer during the Employment Period, Employee shall be entitled to use of
      said
      aircraft up to twenty (20) hours during each calendar year hereunder.


     

    
      	5.  	
              Termination
                of Employment.
                

            


    

     

    The
      Employee’s employment under this Agreement shall be terminated upon the earliest
      to occur of the following events:

     

    (a)  Termination
      for Cause.
      The
      Employer may in its sole discretion terminate this Agreement and the Employee’s
      employment hereunder for Cause at any time and with or without advance notice
      to
      the Employee. 

     

    (b)  Termination
      without Cause.
      The
      Employer may terminate this Agreement and the Employee’s employment hereunder
      without Cause at any time, with or without notice, for any reason or no reason
      (and no reason need be given). 

     

    (c)  Mutual
      Agreement.
      This
      Agreement and the Employee’s employment hereunder may be terminated by the
      mutual written agreement of the Employer and the Employee.

     

    (d)  Termination
      by Death or Disability.
      This
      Agreement and the Employee’s employment hereunder shall automatically terminate
      upon the Employee’s death or Disability. 

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (e)  Resignation.
      The
      Employee may terminate this Agreement and his employment hereunder upon ninety
      (90) days advance written notice to the Employer.

     

    (f)  Nonrenewal.
      In the
      event either party does not elect to renew the term of this Agreement, this
      Agreement and the Employee’s employment hereunder shall automatically terminate
      as of the expiration of the current term in effect. 

     

    
      	6.  	
              Compensation
                upon Termination

            


    

     

    (a)  General.
      In the
      event of the Employee’s termination of employment for any reason, the Employee
      or his estate or beneficiaries shall have the right to receive the
      following:

     

    (i)       
      the
      unpaid portion of the Base Salary and paid time off accrued and payable through
      the Termination Date;

     

    (ii)  reimbursement
      for any expenses for which the Employee shall not have been previously
      reimbursed, as provided in Section 4(d); and

     

    (iii)     
      continuation
      of health insurance coverage rights, if any, as required under applicable
      law.

     

    (b)  Termination
      for Cause, Resignation, Mutual Agreement or Nonrenewal.
      In the
      event of the Employee’s termination of employment by reason of (i) Termination
      for Cause, (ii) Resignation, (iii) Mutual Agreement or (iv) Nonrenewal, the
      Employer shall have no current or further obligations (including Base Salary)
      to
      the Employee under this Agreement other than as set forth in Section 6(a).
      

     

    (c)  Termination
      without Cause or by Death or Disability.
      Subject
      to Section 6(d), in the event of the Employee’s termination of employment
      hereunder by reason of (i) Termination without Cause or (ii) death or
      Disability, the Employee shall be entitled to the following (the “Severance
      Benefits”):
      

     

    (i)       
      a
      lump
      sum equal to one-half of the annual Base Salary in effect upon the Termination
      Date, payable within fifteen (15) days following the Termination
      Date;

     

    (ii)  a
      pro
      rata amount of a Bonus, if any, which would have been payable to the Employee
      for the calendar year in which the Termination Date occurs, determined after
      the
      end of the calendar year in which such Termination Date occurs and equal to
      the
      amount which would have been payable to the Employee if his employment had
      not
      been terminated during such calendar year multiplied by the fraction, the
      numerator of which is the number of whole months the Employee was employed
      by
      the Employer during such calendar year and the denominator of which is 12.
      Any
      pro rata bonus payable under this Section 6(c)(ii) shall be paid in a lump
      sum
      at the time bonuses for such calendar year are otherwise payable to senior
      executives of the Employer; and

     

    (iii)      in
      the
      event that the Employee elects COBRA benefits, the Employer shall pay the
      Employee’s share of the premium for such COBRA benefits until the earlier of (i)
      one year after the Termination Date; or (ii) the date that Employee obtains
      comparable health benefits through new employment. 

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (d)  General
      Release.
      Notwithstanding any provision to the contrary in this Agreement, the foregoing
      Severance Benefits under Section 6(c) shall not apply and the Employer shall
      have no obligations to pay or provide any Severance Benefits (other than upon
      the Employee’s termination of employment by reason of death), unless the
      Employee signs, delivers and does not rescind or revoke a general release,
      substantially in the form attached hereto as Exhibit A, of all known and unknown
      claims of the Employee (and his affiliates, successors, heirs and assigns and
      the like) against Employer and the Board.

     

    (e)  The
      rights of the Employee set forth in this Section 6 are intended to be the
      Employee’s exclusive remedy for termination and, to the greatest extent
      permitted by applicable law, the Employee waives all other remedies.


     

    
      	7.  	
              Insurance.
                

            


    

     

    Employer
      may, for its own benefit, maintain “key man” life and disability insurance
      policies covering the Employee. The Employee will cooperate with Employer and
      provide such information or other assistance as they may reasonably request
      in
      connection with obtaining and maintaining such policies.

     

    
      	8.  	
              Exclusive
                Services.
                

            


    

     

    During
      the term of this Agreement, the Employee will not accept or perform any work,
      consulting, or other services for any other business entity or for remuneration
      of any kind, without written approval by the Board.

     

    
      	9.  	
              The
                Employee’s Termination Obligations.
                

            


    

     

    The
      Employee hereby acknowledges and agrees that all personal property and equipment
      furnished to or prepared by the Employee in the course of or incident to his
      employment hereunder belongs to Employer and shall be promptly returned to
      Employer upon termination of the Employee’s employment. The term “personal
      property”
      includes, without limitation, all office equipment, laptop computers, cell
      phones, books, manuals, records, reports, notes, contracts, requests for
      proposals, bids, lists, blueprints, and other documents, or materials, or copies
      thereof (including computer files), and all other proprietary and
      non-proprietary information relating to the business of Employer. Following
      termination of his employment hereunder, the Employee will not retain any
      written or other tangible material containing any proprietary or non-proprietary
      information of Employer.

     

    
      	10.  	
              Acknowledgment
                of Protectable Interests.
                

            


    

     

    The
      Employee acknowledges and agrees that his employment with Employer involves
      building and maintaining business relationships and good will on behalf of
      the
      Employer with customers, and other professional contractors, subcontractors,
      employees and staff, and various providers and users of services related to
      Employer’s business; that he is entrusted with proprietary, strategic and other
      confidential information which is of special value to Employer; and that the
      foregoing matters are significant interests which the Employer is entitled
      to
      protect.

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	11.  	
              Confidential
                Information.
                

            


    

     

    The
      Employee agrees that all Confidential Information that comes or has come into
      his possession by reason of his employment hereunder is the property of the
      Employer and shall not be used except in the course of employment by Employer
      and for Employer’s exclusive benefit. Further, the Employee shall not, during
      his employment or thereafter, disclose or acknowledge the content of any
      Confidential Information to any person who is not an employee of Employer
      authorized to possess such Confidential Information. Upon termination of
      employment, the Employee shall deliver to Employer all documents, writings,
      electronic storage devices, and other tangible things containing any
      Confidential Information and the Employee shall not make or retain copies,
      excerpts, or notes of such information. 

     

    
      	12.  	
              Nonsolicitation/Nondisparagement.
                

            


    

     

    In
      the
      event of the termination of this Agreement for any reason, the Employee shall
      not, for a period of two (2) years thereafter, directly or indirectly:


     

    (a)  solicit,
      induce or encourage any employee of Employer to terminate his or her employment
      with Employer; 

     

    (b)  make
      any
      disparaging public statement concerning Employer; or

     

    (c)  use
      Employer’s Confidential Information to induce, attempt to induce or knowingly
      encourage any Customer (as defined below) of Employer to divert any business
      or
      income from Employer, or to stop or alter the manner in which they are then
      doing business with Employer. The term “Customer”
with
      respect to Employer shall mean any individual or business firm that is, or
      within the prior twenty-four (24) months was, a customer or client of Employer,
      or whose business was actively solicited by Employer at any time, regardless
      of
      whether such customer was generated, in whole or in part, by the Employee’s
      efforts.

     

    
      	13.  	
              Damages
                For Improper Termination With Cause.
                

            


    

     

    In
      the
      event that the Employer terminates this Agreement and the Employee’s employment
      hereunder for “Cause,” but it subsequently is determined by an arbitrator or a
      court of competent jurisdiction, as the case may be, that the Employer did
      not
      have Cause for the termination, then for purposes of this Agreement, the
      Employer’s decision to terminate shall be deemed to have been a termination
      without Cause, and the Employer shall be obligated to pay the Severance Benefits
      specified under Section 6(c), and only that amount. 

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	14.  	
              Arbitration.
                

            


    

     

    Any
      controversy or dispute arising out of, based upon, or relating to this
      Agreement, its enforcement or interpretation, or because of an alleged breach,
      default, or misrepresentation in connection with any of its provisions, or
      arising out of, based upon, or relating in any way to the Employee’s employment
      or association with Employer, or termination of the same, including, without
      limiting the generality of the foregoing, any questions regarding whether a
      particular dispute is arbitrable, and any alleged violation of statute, common
      law or public policy, including, but not limited to, any state or federal
      statutory claims, shall be submitted to final and binding arbitration in Orange
      County, California, in accordance with the JAMS Employment Arbitration Rules
      and
      Procedures, before a single neutral arbitrator selected from the JAMS panel,
      or
      if JAMS is no longer able to supply the arbitrator, such arbitrator shall be
      selected from the American Arbitration Association, in accordance with its
      National Rules for the Resolution of Employment Disputes (the arbitrator
      selected hereunder, the “Arbitrator”).
      Provisional injunctive relief may, but need not, be sought by either party
      to
      this Agreement in a court of law while arbitration proceedings are pending,
      pursuant to California Code of Civil Procedure section 1281.8, and any
      provisional injunctive relief granted by such court shall remain effective
      until
      the matter is finally determined by the Arbitrator. Final resolution of any
      dispute through arbitration may include any remedy or relief which the
      Arbitrator deems just and equitable, including any and all remedies provided
      by
      applicable state or federal statutes. At the conclusion of the arbitration,
      the
      Arbitrator shall issue a written decision that sets forth the essential findings
      and conclusions upon which the Arbitrator’s award or decision is based. Any
      award or relief granted by the Arbitrator hereunder shall be final and binding
      on the parties hereto and may be enforced by any court of competent
      jurisdiction. The parties acknowledge and agree that they are hereby waiving
      any
      rights to trial by jury in any action, proceeding or counterclaim brought by
      either of the parties against the other in connection with any matter whatsoever
      arising out of or in any way connected with this Agreement or the provision
      of
      services under this Agreement. The Employer will pay the arbitrator’s fees and
      arbitration expenses and any other costs associated with the arbitration or
      arbitration hearing that are unique to arbitration. Subject to the provisions
      of
      Section 25, the parties shall each pay their own deposition, witness, expert
      and
      attorneys’ fees and other expenses as and to the same extent as if the matter
      were being heard in court. 

     

    
      	15.  	
              Representations/Warranties.
                

            


    

     

    The
      Employee represents and warrants that he is under no contractual or other
      obligation that would prevent him from accepting the Employer’s offer of
      employment as set forth herein. 

     

    
      	16.  	
              Entire
                Agreement.
                

            


    

     

    This
      Agreement is intended by the parties to be the final expression of their
      agreement with respect to the employment of the Employee by Employer and may
      not
      be contradicted by evidence of any prior or contemporaneous agreement
      (including, without limitation any term sheet or similar agreement entered
      into
      between Employer and the Employee). The parties further intend that this
      Agreement shall constitute the complete and exclusive statement of its terms
      and
      that no extrinsic evidence whatsoever may be introduced in any judicial,
      administrative, or other legal proceeding to vary the terms of this Agreement.
      

     

    
      	17.  	
              No
                Representations.
                

            


    

     

    No
      person
      or entity has made or has the authority to make any representations or promises
      on behalf of any of the parties which are inconsistent with the representations
      or promises contained in this Agreement, and this Agreement has not been
      executed in reliance on any representations or promises not set forth herein.
      Specifically, no promises, warranties or representations have been made by
      anyone on any topic or subject matter related to the Employee’s relationship
      with the Employer or any of their executives or employees, including but not
      limited to any promises, warranties or representations regarding future
      employment, compensation, benefits, any entitlement to equity interests in
      Employer or regarding the termination of the Employee’s employment. In this
      regard, the Employee agrees that no promises, warranties or representations
      shall be deemed to be made in the future unless they are set forth in writing
      and signed by an authorized representative of the Employer.

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	18.  	
              Amendments.
                

            


    

     

    This
      Agreement may be modified only by agreement of the parties by a written
      instrument executed by the parties that is designated as an amendment to this
      Agreement. 

     

    
      	19.  	
              Severability
                and Non-Waiver/Survival.
                

            


    

     

    Any
      provision of this Agreement (or portion thereof) which is deemed invalid,
      illegal or unenforceable in any jurisdiction shall, as to that jurisdiction
      and
      subject to this Section 19, be ineffective to the extent of such invalidity,
      illegality or unenforceability, without affecting in any way the remaining
      provisions thereof in such jurisdiction or rendering such provision or any
      other
      provision of this Agreement invalid, illegal, or unenforceable in any other
      jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable
      because its scope is considered excessive, such covenant shall be modified
      so
      that the scope of the covenant is reduced only to the minimum extent necessary
      to render the modified covenant valid, legal and enforceable. No waiver of
      any
      provision or violation of this Agreement by the Employer shall be implied by
      the
      Employer’s forbearance or failure to take action. The expiration or termination
      of the Employment Period and this Agreement shall not impair the rights or
      obligations of any party hereto which shall have accrued hereunder prior to
      such
      expiration or termination.

     

    
      	20.  	
              Successor/Assigns.
                

            


    

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective heirs, representatives, executors, administrators, successors,
      and assigns, provided, however, that the Employee may not assign any or all
      of
      his rights or duties hereunder except following the prior written consent of
      the
      Employer. The Employee shall be entitled, to the extent permitted under
      applicable law, to select and change a beneficiary or beneficiaries to receive
      any compensation or benefit hereunder following the Employee’s death by giving
      written notice thereof. In the event of the Employee’s death or a judicial
      determination of his incompetence, references in this Agreement to the Employee
      shall be deemed, where appropriate, to refer to his beneficiary, estate or
      other
      legal representative.

     

    
      	21.  	
              Voluntary
                and Knowledgeable Act.
                

            


    

     

    The
      Employee represents and warrants that the Employee has read and understands
      each
      and every provision of this Agreement and has freely and voluntarily entered
      into this Agreement.

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	22.  	
              Choice
                of Law.
                

            


    

     

    This
      Agreement shall be governed as to its validity and effect by the laws of the
      state of California without regard to principles of conflict of laws.


     

    
      	23.  	
              Counterparts.
                

            


    

     

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

     

    
      	24.  	
              Notices.
                

            


    

     

    All
      notices and other communications necessary or contemplated under this Agreement
      shall be in writing and shall be delivered in the manner specified herein or,
      in
      the absence of such specification, shall be deemed delivered when delivered
      in
      person or sent by first-class mail (certified or registered mail, return receipt
      requested, postage prepaid), facsimile or overnight air courier guaranteeing
      next day delivery, addressed as follows:

     

    
      
        
          	
                  (a) 

                	if
                  to the
                  Employee, to him at his most recent address in Employer’s
                  records, 
	 	 	 
	
                  (b)

                	if
                  to the Employer, to:	
                  John
                    M. Perisich

                
	 	
                  Primoris
                    Corporation

                
	 	
                  26000
                    Commercentre Dr.

                
	 	
                  Lake
                    Forest, CA 92630

                
	 	
                  Facsimile:
                    (949) 595-5544

                
	 	 
	
                  with
                    a copy to:

                	
                  Rutan
                    & Tucker

                
	 	
                  611
                    Anton Boulevard, Fourteenth Floor

                
	 	
                  Costa
                    Mesa, California 92626-1931

                
	 	
                  Facsimile:
                    (714) 546-9035

                
	 	
                  Attention:
                    George J. Wall, Esq.

                


        

      

    

     

    and: 

     

    or
      to
      such other address as the recipient party to whom notice is to be given may
      have
      furnished to the other party in writing in accordance herewith. 

     

    
      	25.  	
              Attorneys’
                Fees.
                

            


    

     

    In
      the
      event that any dispute between the parties should result in litigation or
      arbitration, the prevailing party in such dispute shall be entitled to recover
      from the other party all reasonable fees, costs and expenses of enforcing any
      right of the prevailing party, including without limitation, reasonable
      attorneys’ fees and expenses, all of which shall be deemed to have accrued upon
      the commencement of such action and shall be paid whether or not such action
      is
      prosecuted to judgment. Any judgment or order entered in such action shall
      contain a specific provision providing for the recovery of attorneys’ fees and
      costs incurred in enforcing such judgment and an award of prejudgment interest
      from the date of the breach at the maximum rate of interest allowed by law.
      For
      the purposes of this Section 25: (a) attorneys’ fees shall include, without
      limitation, fees incurred in the following: (i) postjudgment motions; (ii)
      contempt proceedings; (iii) garnishment, levy, and debtor and third party
      examinations; (iv) discovery and (v) bankruptcy litigation and (b) “prevailing
      party”
shall
      mean the party who is determined in the proceeding to have prevailed or who
      prevails by dismissal, default or otherwise.

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	26.  	
              Descriptive
                Headings; Nouns and Pronouns.
                

            


    

     

    Descriptive
      headings are for convenience only and shall not control or affect the meaning
      or
      construction of any provision of this Agreement. Whenever the context may
      require, any pronouns used herein shall include the corresponding masculine,
      feminine or neuter forms, and the singular form of nouns and pronouns shall
      include the plural and vice-versa. 

     

    
      	27.  	
              Non-Qualified
                Deferred Compensation.
                

            


    

     

    The
      parties acknowledge and agree that, to the extent applicable, this Agreement
      shall be interpreted in accordance with Section 409A of the Internal Revenue
      Code of 1986, as amended (the “Code”)
      and
      Department of Treasury regulations and other interpretive guidance issued
      thereunder, including without limitation any such regulations or other guidance
      that may be issued after the date hereof. Notwithstanding any provision of
      this
      Agreement to the contrary, in the event that the Employer determines that any
      amounts payable hereunder will be immediately taxable to the Employee under
      Section 409A of the Code and related Department of Treasury guidance, the
      Employer may (a) adopt such amendments to this Agreement and appropriate
      policies and procedures, including amendments and policies with retroactive
      effect, that the Employer determines necessary or appropriate to preserve the
      intended tax treatment of the benefits provided by this Agreement and/or (b)
      take such other actions as the Employer determines necessary or appropriate
      to
      comply with the requirements of Section 409A of the Code and related Department
      of Treasury guidance, including such Department of Treasury guidance and other
      interpretive materials as may be issued after the date hereof.

     

    
      	28.  	
              Waiver
                of Jury Trial.
                

            


    

     

    EACH
      OF
      THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
      ANY
      ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
      AGREEMENT.

     

    [signature
      page follows] 


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
      as
      of the date first written above.

     

    
       

      
        
          	 	 	
                  Primoris
                    Corporation 

                
	 	 	 	 
	 	 	 	 
	
                	 	
                  By: 

                	/s/ Alfons
                  Theeuwes
	
                	 	
                  Name: 

                	
                  
Alfons
                  Theeuwes
	 	 	
                  Title:

                	
                  
VP
                  of Finance and
                  Accounting 
	 	 	 	
                  
  
	 	 	
                  
                    John
                      M. Perisich

                  

                
	 	 	 
	 	 	
                     
                    /s/ John
                    M. Perisich   ,
                    individually 

                
	 	 	
                  
                    
  

                


        

      

       

    

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    [Form
      of Release]

    


     

    1. [Severance
      Benefits]

     

    2. Release
      of Claims.
      Except
      as explicitly provided below, you agree that the foregoing consideration
      represents settlement in full of all outstanding obligations owed to you by
      the
      Company, and its respective officers, directors, partners, members, agents
      and
      employees, including, without limitation, any and all obligations under the
      Employment Agreement, and is satisfactory consideration for the waiver and
      release of all claims set forth herein. On behalf of yourself, and your
      respective heirs, family members, executors and assigns, you hereby fully and
      forever release the Company and its past, present and future officers, agents,
      directors, employees, investors, stockholders, partners, members,
      administrators, affiliates, divisions, subsidiaries, parents, predecessor and
      successor corporations and assigns (the “Releasees”),
      from,
      and agree not to sue concerning, or in any manner to institute, prosecute or
      pursue, or cause to be instituted, prosecuted, or pursued, any claim, duty,
      obligation or cause of action relating to any matters of any kind, whether
      presently known
      or unknown, suspected or unsuspected,
      that
      you may possess against any of the Releasees arising from any omissions, acts
      or
      facts that have occurred up until and including the Effective Date of this
      Release including, without limitation:

     

    (a)      
      any
      and
      all claims relating to or arising from your employment relationship with the
      Company and the termination of that relationship; 

     

    (b)     
      any
      and
      all claims relating to, or arising from, your right to purchase, or actual
      purchase of shares of stock or other securities of the Company or any of its
      affiliates or subsidiaries, including, without limitation, any claims for fraud,
      misrepresentation, breach of fiduciary duty, breach of duty under applicable
      state corporate law, and securities fraud under any state or federal law;


     

    (c)     
      any
      and
      all claims for wrongful discharge of employment; termination in violation of
      public policy; discrimination; harassment; retaliation; breach of contract,
      both
      express and implied, including, without limitation, any and all claims arising
      under or in connection with the Employment Agreement; breach of a covenant
      of
      good faith and fair dealing, both express and implied; promissory estoppel;
      negligent or intentional infliction of emotional distress; negligent or
      intentional misrepresentation; negligent or intentional interference with
      contract or prospective economic advantage; unfair business practices;
      defamation; libel; slander; negligence; personal injury; assault; battery;
      invasion of privacy; false imprisonment; and conversion;

     

    (d)     
      any
      and
      all claims for violation of any federal, state or municipal statute, including,
      but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights
      Act of 1991; the Age Discrimination in Employment Act of 1967; the Americans
      with Disabilities Act of 1990; the Fair Labor Standards Act; the Employee
      Retirement Income Security Act of 1974; The Worker Adjustment and Retraining
      Notification Act; the Family and Medical Leave Act; the California Fair
      Employment and Housing Act; the California Family Rights Act; and the California
      Labor Code, including, but not limited to Section 201, et seq,. Section 970,
      et
      seq., Sections 1400-1408; and all amendments to each such Act as well as the
      regulations issued thereunder;

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    (e)      
      any
      and
      all claims for violation of the federal, or any state, constitution;


     

    (f)       any
      and
      all claims arising out of any other laws and regulations relating to employment
      or employment discrimination; and

     

    (g)     
      any
      and
      all claims for attorneys’ fees and costs;

     

    provided,
      however,
      that
      the parties hereto agree and acknowledge that you have not, by virtue of this
      Release or otherwise, waived any claim, duty, obligation or cause of action
      relating to any of the following:

     

    (i)       
      any
      matter that arises after the Effective Date of this Release;

     

    (ii)      
      vested
      benefits under any employee benefit plan within the meaning of section 3(3)
      of
      the Employee Retirement Income Security Act of 1974, as amended;

     

    (iii)    
      any
      claim
      relating to indemnification in accordance with applicable laws or the Company’s
      certificate of incorporation or by-laws or any applicable insurance policy,
      with
      respect to any liability as a director, officer or employee of the Company
      (including as a trustee, director or officer of any employee benefit plan);
      

     

    (iv)    
      any
      right
      to obtain contribution as permitted by law in the event of entry of judgment
      against you as a result of any act or failure to act for which the Company
      and
      you are held jointly liable; and

     

    (v)      any
      of
      your rights as a Limited Partner of Partnership under the Partnership
      Agreement.

     

    You
      agree
      that the release set forth in this Paragraph shall be and remain in effect
      in
      all respects as a complete general release as to the matters released. This
      release does not extend to any obligations incurred under this Release. In
      the
      event that any of the parties brings an action to enforce or effect their rights
      under this Release, the prevailing party shall be entitled to recover their
      reasonable attorneys’ fees and expenses incurred in connection with such an
      action.

     

    3. Acknowledgment
      of Waiver of Claims under ADEA.
      You
      acknowledge that you are waiving and releasing any rights you may have under
      the
      Age Discrimination in Employment Act of 1967 (“ADEA”)
      and
      that this waiver and release is knowing and voluntary. You and the Company
      agree
      that this Release does not apply to any rights or claims that may arise under
      ADEA after the Effective Date of this Release. You acknowledge that the
      consideration given for this Release is in addition to anything of value to
      which you were already entitled. You further acknowledge that you have been
      advised by this writing that: 

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    (a)      
      you
      should consult with an attorney prior
      to
      executing this Release;

     

    (b)     
      you
      have
      up to [____] days within which to consider this Release;

     

    (c)      
      you
      have
      seven days following your execution of this Release to revoke this Release;
      and
      this Release shall not be effective until the eighth day after you execute
      and
      do not revoke this Release; nothing in this Release prevents or precludes you
      from challenging or seeking a determination in good faith of the validity of
      this waiver under the ADEA, nor does it impose any condition precedent,
      penalties or costs from doing so, unless specifically authorized by federal
      law.

     

    Any
      revocation must be in writing and delivered to the Company as follows:
      [______________________________] by close of business on or before the seventh
      day from the date that you sign this Release.

     

    4. Civil
      Code Section 1542/Unknown Claims.
      You
      represent that you are not aware of any claims against the Company other than
      the claims that are released by this Release. You acknowledge that you have
      had
      the opportunity to be advised by legal counsel and are familiar with the
      provisions of California Civil Code 1542, below, which provides as
      follows:

     

    A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
      WHICH
      IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
      WITH
      THE DEBTOR.

     

    Being
      aware of said code section, you agree to expressly waive any rights you may
      have
      thereunder, as well as under any statute or common law principles of similar
      effect.

     

    5. No
      Pending or Future Lawsuits.
      You
      represent that you have no lawsuits, claims, or actions pending in your name,
      or
      on behalf of any other person or entity, against the Company or any of the
      Releasees. You also represent that you do not intend to bring any claims on
      your
      own behalf or on behalf of any other person or entity against the Company or
      any
      of the Releasees.

     

    6. Confidentiality
      of Release.
      You
      agree to keep the terms of this Release in the strictest confidence and, except
      as required by law, not reveal the terms of this Release to any persons except
      your immediate family, your attorney, and your financial advisors (and to them
      only provided that they also agree to keep the information completely
      confidential), and the court in any proceedings to enforce the terms of this
      Release.

     

    7. Non-Disparagement.
      You
      agree not to make any public oral or written statement, or take any other public
      action, that disparages or criticizes the Company’s management, employees,
      products or services, in any case that damages the Company’s reputation or
      impairs its normal operations.

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    8. Entire
      Agreement.
      The
      terms of which are specifically incorporated herein, this Release constitutes
      the entire agreement between you and the Company concerning your employment
      with
      and separation from the Company and all the events leading thereto and
      associated therewith, and supercedes and replaces any and all prior agreements
      and understandings, both written and oral, concerning your relationship with
      the
      Company. 

     

    9. Successors
      and Assigns.
      This
      Release shall be binding upon each of the parties and upon their respective
      heirs, administrators, representatives, executors, successors and assigns,
      and
      shall inure to the benefit of each party and to their heirs, administrators,
      representatives, executors, successors, and assigns. 

     

    10. No
      Admission of Liability.
      You
      understand and acknowledge that this Release constitutes a compromise and
      settlement of any and all potential disputed claims. No action taken by the
      Company hereto, either previously or in connection with this Release, shall
      be
      deemed or construed to be: (a) an admission of the truth or falsity of any
      potential claims; or (b) an acknowledgment or admission by the Company of any
      fault or liability whatsoever to you or to any third party.

     

    11. Authority.
      The
      Company represents and warrants that the undersigned has the authority to act
      on
      behalf of the Company and to bind the Company and all who may claim through
      it
      to the terms and conditions of this Release. Similarly, you represent and
      warrant that you have the capacity to act on your own behalf and on behalf
      of
      all who might claim through you to bind them to the terms and conditions of
      this
      Release. The Company and you each warrant and represent that there are no liens
      or claims of lien or assignments in law or equity or otherwise of or against
      any
      of the claims or causes of action released herein.

     

    12. Effective
      Date.
      This
      Release is effective after it has been signed by both parties and after seven
      days have passed since you have signed this Release (such date, the
“Effective
      Date”).

     

    13. Voluntary
      Execution of Release.
      This
      Release is executed voluntarily and without any duress or undue influence on
      the
      part or behalf of the parties hereto, with the full intent of releasing all
      claims except claims specifically excluded under Paragraph 4 hereof. The parties
      acknowledge that:

     

    (a)      
      They
      have
      read this Release;

     

    (b)     
      They
      have
      been represented in the preparation, negotiation, and execution of this Release
      by legal counsel of their own choice or that they have voluntarily declined
      to
      seek such counsel;

     

    (c)      
      They
      understand the terms and consequences of this Release and of the releases it
      contains; and

     

    (d)     
      They
      are
      fully aware of the legal and binding effect of this Release. The laws of the
      State of California govern this Release, regardless of the laws that might
      otherwise govern under applicable principles of conflict of law thereof. In
      the
      event that any portion of this Release or the application thereof, becomes
      or is
      declared by a court of competent jurisdiction to be illegal, void or
      unenforceable, the remainder of this Release will continue in full force and
      effect and the application of such portion to other persons or circumstances
      will be interpreted so as reasonable to effect the intent of the parties hereto.
      This Release may not be modified, amended, altered or supplemented except by
      the
      execution and delivery of a written agreement executed by you and an authorized
      representative of the Company or by a court of competent
      jurisdiction.

    
      
        
        

      

      
        -16-