Exhibit 10.1


 


MYR GROUP INC.


 


RESTRICTED STOCK UNITS AND DIVIDEND EQUIVALENTS



AWARD AGREEMENT


(Non-Employee Director)


 


This AGREEMENT (this “Agreement”)
is made as of April ___, 2019, by and between MYR Group Inc., a Delaware corporation (the “Company”), and [                        ]
(the “Participant”).


 


		1.	Grant of Restricted Stock Units. Pursuant to the MYR Group Inc. 2017 Long-Term Incentive Plan (the “Plan”)
and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company has granted, as
of April ___, 2019 (the “Date of Grant”), to the Participant [ ] Restricted Stock Units.



 


		2.	Rights of the Participant. Each Restricted Stock Unit, upon becoming vested before its expiration, represents a right
to receive payment in the form of one (1) share of Common Stock. Each tandem Dividend Equivalent represents a right to receive
cash payments equivalent to the amount of cash dividends declared and paid on one (1) share of Common Stock after the Date of Grant
and until the earlier of (a) the time the Restricted Stock Units vest and become payable or (b) the date the Restricted Stock Units
are forfeited/expire. Restricted Stock Units and Dividend Equivalents are used solely as units of measurement, and are not shares
of Common Stock and the Grantee is not, and has no rights as, a shareholder of the Company by virtue of this Award. The Restricted
Stock Units and Dividend Equivalents subject to this Agreement have been awarded to the Grantee in respect of services to be performed
by the Participant during the vesting period.



 


		3.	Restrictions on Transfer. The rights to the Restricted Stock Units may not be transferred, assigned or subject to any
encumbrance, pledge or charge; provided, however, that the Participant’s rights with respect to the Restricted
Stock Units may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer in violation
of the provisions of this Section 3 shall be void, and the other party to any such purported transaction shall not obtain
any rights to or interest in the Restricted Stock Units.



 


		4.	Vesting of Restricted Stock Units. Subject to the terms and conditions of this Agreement and the Plan, the Restricted
Stock Units shall vest on April ___, 2020, provided the Participant remains a member of the Board through April ___, 2020 (or as
otherwise provided in Section 5 of the Agreement).



 


		5.	Accelerated Vesting. Notwithstanding the provisions of Section 4 hereof, the Restricted Stock Units covered by
this Agreement shall become immediately vested in full (1) if a Change in Control occurs while the Participant is a member of the
Board or (2) the Participant’s service on the Board is terminated due to the Participant’s death or disability, where
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 Participant is unable to engage in
any substantial gainful activity or is receiving income replacement benefits under an accident and health benefit plan covering
the Participant for a period of not less than three months.



 




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		6.	Payment of Restricted Stock Units. Except as provided in the next sentence, payment of any vested Restricted Stock Units
subject to this Agreement shall be made as soon as administratively practicable following (but no later than thirty (30) days following)
the later of the date that the Restricted Stock Units vest pursuant to Section 4 or 5 hereof and, if applicable,
the date specified pursuant to a permitted deferral election made by the Participant on or prior to December 31, 2018 and on file
with the Company. To the extent applicable, if the Restricted Stock Units become payable on the Participant’s “separation
from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code, the Participant
is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A
of the Code, and the amount payable hereunder constitutes a “deferral of compensation” (within the meaning of Section
409A of the Code), then payment for the Restricted Stock Units shall be made on the earlier of the first day of the seventh month
after the date of the Participant’s “separation from service” with the Company and its Subsidiaries within the
meaning of Section 409A(a)(2)(A)(i) of the Code or the Participant’s death. Payment shall be in the form of delivery of one
(1) share of Common Stock for each vested Restricted Stock Unit.



 


To the extent that the Company is required
to withhold any federal, state, provincial, local or foreign taxes in connection with any delivery of shares of Common Stock to
the Participant, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the
receipt of such delivery that the Participant shall pay such taxes by the Company’s retention of a portion of the shares
of Common Stock otherwise deliverable to the Participant. The shares so retained shall be credited against such withholding requirement
at the fair market value on the date of such delivery. In no event, however, shall the Company accept shares for payment of taxes
in excess of minimum required tax withholding rates; therefore, the Participant agrees to a payroll deduction for the amount of
the withholding requirement that may be greater than the value of the whole number of shares retained for such purpose.


 


The Participant acknowledges that, regardless
of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax,
payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable
to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount
actually withheld by the Company. The Participant further acknowledges that the Company (1) makes no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not
limited to, the grant, vesting or settlement of the Restricted Stock Units and the receipt of any dividends and/or any dividend
equivalents, or the subsequent sale of shares of Common Stock acquired pursuant to such settlement, and (2) does not commit to
and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate
the Participant’s liability for Tax-Related Items or achieve any particular tax result.


 


Except to the extent provided by Section
409A of the Code and permitted by the Committee, no shares of Common Stock may be issued to the Participant at a time earlier than
otherwise expressly provided in this Agreement. The Company’s obligations to the Participant with respect to the Restricted
Stock Units will be satisfied in full upon the issuance of shares of Common Stock corresponding to such Restricted Stock Units.


 




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		7.	Forfeiture/Expiration. Except to the extent the Restricted Stock Units covered by this Agreement have vested pursuant
to Section 4 or 5 hereof, the Participant’s right to retain the Restricted Stock Units covered by this Agreement
shall be forfeited automatically and without further notice on the date that the Participant ceases to be a member of the Board
for any reason other than as described in Section 5.



 


		8.	Dividend Equivalents Payments. With respect to each of the Restricted Stock Units covered by this Agreement, the Participant
shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per share of Common
Stock of any cash dividends declared by the Board on the outstanding shares of Common Stock during the period beginning on the
Date of Grant and ending either on the date on which the Participant receives payment for the Restricted Stock Units pursuant to
Section 6 hereof or at the time when the Restricted Stock Units are forfeited in accordance with Section 7 of this
Agreement. These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement,
will be paid in cash at the same time and to the same extent as the Restricted Stock Units for which the dividend equivalents were
credited.



 


		9.	Restrictive Covenants. If the Participant engages in any conduct in breach of any noncompetition, nonsolicitation or
confidentiality obligations to the Company under any agreement, policy or plan, then such conduct shall also be deemed to be a
breach of the terms of the Plan and this Agreement. Upon such breach, the Participant’s right to retain the Restricted Stock
Units covered by this Agreement shall be forfeited automatically and without further notice and, if and to the extent any Restricted
Stock Units covered by this Agreement have vested pursuant to Section 4 or 5 within a period of 18 months prior to
such breach, the Participant shall be required to return to the Company, upon demand, any shares paid to the Participant in settlement
of the Restricted Stock Units (or the net proceeds of any sales of such shares) and the value of any Dividend Equivalents paid.
For purposes of this Section 9, net proceeds shall mean the net amount realized upon the disposition of the shares. Notwithstanding
anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant from providing, without prior notice
to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating
in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity
the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to
Section 21F of the Exchange Act.



 




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		10.	Recovery of Restricted Stock Units. If (a) the Company restates any part of its financial statements for any fiscal
year or years during which the Restricted Stock Units covered by this Agreement have been granted due to material noncompliance
with any financial reporting requirement under the U.S. securities laws applicable to such fiscal year or years (a “Restatement”)
and (b) the Committee determines that the Participant is personally responsible for causing the Restatement as a result of the
Participant’s personal misconduct or any fraudulent activity on the part of the Participant, then the Committee has discretion
to, based on applicable facts and circumstances and subject to applicable law, cause the Participant’s right to retain the
Restricted Stock Units covered by this Agreement to be forfeited automatically and without further notice and, if and to the extent
any Restricted Stock Units covered by this Agreement have vested pursuant to Section 4 or 5 within a period of 18
months prior to the Restatement, the Participant shall be required to return to the Company, upon demand, any shares paid to the
Participant in settlement of the Restricted Stock Units (or the net proceeds of any sales of such shares) and the value of any
Dividend Equivalents paid. For purposes of this Section 10, net proceeds shall mean the net amount realized upon the disposition
of the shares. Notwithstanding anything herein to the contrary, the Participant’s consent shall not be required for an amendment
to this Agreement that is deemed necessary by the Company to ensure compliance with the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”) or any regulations promulgated thereunder, including as a result of the implementation
of any recoupment policy the Company adopts to comply with the requirements set forth in the Dodd-Frank Act.



 


		11.	Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency
between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee acting pursuant to the Plan, as constituted
from time to time, shall, except as expressly provided otherwise herein or in the Plan, have the right to determine any questions
that arise and to exercise its discretionary authority under the Plan in connection with the grant of the Restricted Stock Units.
The number of Restricted Stock Units subject to this Agreement, and the other terms and conditions of this award, are subject to
mandatory adjustment as provided in Section 3.2 of the Plan.



 


		12.	Miscellaneous. All decisions or interpretations of the Committee with respect to any question arising under the Plan
or this Agreement shall be binding, conclusive and final. The waiver by the Company of any provision of this Agreement shall not
operate as or be construed to be a subsequent waiver of the same provision or of any other provision of this Agreement. The Participant
agrees to execute such other agreements, documents or assignments as may be necessary or desirable to effect the purposes of this
Agreement. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided,
however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any shares
of Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law. To the extent applicable,
it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code. This Agreement and the
Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan
to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with Section 409A of the Code
(which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without
the consent of the Participant). Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary
or final regulations, or any other guidance, promulgated with respect to such section by the U.S. Department of the Treasury or
the Internal Revenue Service.



 


		13.	Capitalized Terms. All capitalized terms used in this Agreement that are not defined herein shall have the meanings
given them in the Plan or resolutions adopted by the Committee authorizing grants made under this Agreement, unless the context
clearly requires otherwise.



 




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		14.	Nature of Grant. Nothing in this Agreement will give the Participant any right to continue service as a Non-Employee
Director with the Company or interfere in any way with the right of the Company to terminate the service of the Participant as
a Non-Employee Director. Furthermore, the Participant acknowledges and agrees that (a) the grant of the Restricted Stock Units
to the Participant is a voluntary, discretionary award and it does not constitute a commitment to make any future awards, (b) the
Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, (c) all decisions with respect to future Restricted Stock Units grants, if any, will be at the sole
discretion of the Company, (d) participation in the Plan is voluntary, (e) the future value of the underlying shares of Common
Stock is unknown and cannot be predicted with certainty, and (f) in consideration of the grant of Restricted Stock Units, no claim
or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of
the Restricted Stock Units or shares of Common Stock received upon vesting, including (without limitation) any claim or entitlement
resulting from termination of the Participant’s service as a Non-Employee Director with the Company (for any reason whatsoever
and whether or not in breach of local laws) and the Participant hereby releases the Company and its Subsidiaries from any such
claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen,
then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement
to pursue such claim.



 


		15.	Information. The Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic
or other form, of the Participant’s personal data by and among, as applicable, the Company and its Subsidiaries and affiliates,
namely MYR Group Inc. (located in the United States) for the exclusive purpose of implementing, administering and managing the
Participant’s participation in the Plan. The Participant hereby understands that the Company and its Subsidiaries and affiliates
hold (but only process or transfer to the extent required or permitted by local law) the following personal information about the
Participant: the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification
number, compensation, nationality, position, any shares of Common Stock or directorships held in the Company, details of all Restricted
Stock Units or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in
the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). The Participant
hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management
of the Plan, that these recipients may be located in the Participant’s country or elsewhere (including the United States
of America), and that the recipient’s country may have different data privacy laws and protections than the Participant’s
country. The Participant hereby understands that the Participant may request a list with the names and addresses of any potential
recipients of the Data by contacting the Company’s human resources representative. The Participant authorizes the recipients
to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering
and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required
to a broker or other third party with whom the Participant may elect to deposit any shares acquired upon vesting. The Participant
hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s
participation in the Plan and in accordance with local law. The Participant hereby understands that the Participant may, at any
time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data
or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s human resources
representative. The Participant hereby understands, however, that refusing or withdrawing the Participant’s consent may affect
the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s
refusal to consent or withdrawal of consent, the Participant hereby understands that the Participant may contact the Company’s
human resources representative.



 




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		16.	Canada Notices.



 


Securities Law Notice. The Participant is permitted
to sell shares of Common Stock acquired through the Plan through the designated broker appointed under the Plan, if any (or any
other broker acceptable to the Company), provided the resale of shares of Common Stock acquired under the Plan takes place outside
of Canada through the facilities of a stock exchange on which the shares of Common Stock are listed.


 


Foreign Asset Reporting Information. Foreign property
(including shares of Common Stock) held by Canadian residents must be reported annually on Form T1135 (Foreign Income Verification
Statement) if the total cost of such foreign property (in the aggregate) exceeds C$100,000 at any time during the year. The Participant
should consult with his/her tax advisor for additional details.


 


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IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed on its behalf by its duly authorized officer, as of the day and year first above
written.


 


	 	MYR GROUP INC.
	 	 	 
	 	By:	 
	 	 	Name:  Kenneth M. Hartwick
	 	 	Title:  Chairman of the Board


 


The undersigned Participant hereby acknowledges
receipt of an executed copy of this Agreement and accepts the right to receive any Restricted Stock Units or other securities covered
hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.


 


	 	 
	 	Participant
	 	 	 
	 	Date:	 


 




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