Employment Agreement - Lanny H. Michael



 Exhibit 10.14 
 Employment Agreement 
 This Employment Agreement (this “Agreement”) is dated as of
May 2, 2009, and is made by and between InfrastruX Group, Inc., a Washington corporation (“Employer”) and Lanny H. Michael (“Employee”). 
 W I T N E S S E T H: 
 WHEREAS, Employer wishes to employ Employee; and 
 WHEREAS, Employer and Employee each have determined that it is desirable to
enter into this Agreement pursuant to which Employer agrees to continue to employ the Employee and Employee agrees to continue providing services to the Employer upon the terms and conditions set forth herein; and 
 A G R E E M E N T S: 
 NOW, THEREFORE, for and in consideration of the foregoing premises and for other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, Employer and Employee hereby agree as follows: 
 1. EFFECTIVE DATE 
 This agreement shall be effective as of the start date of employment of May 18, 2009. 
 2. EMPLOYMENT 
 Employer will employ Employee as its Chief Financial Officer. Employee will have the
authority and will perform the duties customarily performed by the Chief Financial Officer of a corporation which is similar to Employer and such other executive duties as may be reasonably assigned from time to time by the Chief Executive Officer
and the Board of Directors of Employer (the “Board”), which relate to the business of Employer, its subsidiaries, or any business ventures in which Employer or its subsidiaries may participate. Employee shall report directly to the Chief
Executive Officer. The Chief Financial Officer position is based in Employer’s offices at 660 University Street, Suite 600, Seattle, Washington, 98101. 
 3. ATTENTION AND EFFORT 
 Employee will devote his full business time, ability, attention and effort to Employer’s
business and will skillfully serve its interests during the term of this Agreement; provided, however, that Employee may devote reasonable periods of time to (a) engaging in personal investment activities that do not involve
Employee providing advice or services to the business in which the investments are made, (b) serving on the Board of Directors of other corporations, or engaging in other business activities, if such service would not otherwise be prohibited by
Section 9 or 10 hereof, and (c) engaging in charitable or community service activities, so long as none of the foregoing additional activities in (a) through (c) materially interfere with Employee’s duties under this
Agreement. 







 4. TERM 
 Unless otherwise terminated pursuant to Section 7, Employee’s term of employment under this Agreement shall expire on the second anniversary of the date of this Agreement (“Expiration Date”). This Agreement shall
automatically be renewed for successive one-year terms unless the party wishing to terminate this Agreement does so by providing written notice to the other party no less than six (6) months prior to the Expiration Date. Upon renewal of this
Agreement, the term “Expiration Date” will refer to the end of the one-year renewal period. 
 5. COMPENSATION 
 During the term of this Agreement, Employer agrees to pay or cause to be paid to Employee, and Employee agrees to accept in exchange for the services
rendered hereunder by him, the following compensation: 
 5.1 Base Salary 
 Employee’s compensation shall consist, in part, of an annual base salary of $325,000 (the “Base Salary”) before all customary
payroll deductions. Such annual base salary shall be paid in substantially equal installments and at the same intervals as other officers of Employer are paid. The Board (or a committee thereof) shall determine any increases in the amount of the
annual base salary in future years. 
 5.2 Bonus 
 Employee shall be eligible to earn, in addition to the Base Salary, an annual cash bonus in an amount to be determined by the Employer each year, which bonus shall be based upon performance criteria and corporate
objectives to be established from time to time by the Board of Directors of Employer. The target bonus for achieving target objectives will be 50% of Employees annual Base Salary. 
 5.3 Equity Compensation 
 The Board
shall grant Employee, in its normal course, a combination of 25,000 restricted stock units and 325,000 stock appreciation rights of the Employer on a fully diluted basis on the date of this Agreement under the terms of Employer’s 2007 Equity
Incentive Plan. Such grants shall be subject to the vesting and exercise provisions set forth on Exhibit A hereto. 
  

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 6. BENEFITS 
 During the term of this Agreement, Employee will be entitled to participate in all benefit programs as shall be provided or offered from time to time to senior executive-level employees of Employer, subject to and in accordance with
applicable eligibility requirements. 
 7. TERMINATION 
 Employment of Employee pursuant to this Agreement may be terminated as follows: 
 7.1 By Employer 

 With or without Cause (as defined below), Employer may terminate the employment of Employee at any time during the term of employment by
giving written notice to Employee. The notice shall be effective immediately if termination is for Cause and sixty (60) days later if termination is not for Cause. 
 7.2 By Employee 
 Employee may terminate his employment at any time, for any reason, upon giving sixty
(60) days’ prior written notice. 
 7.3 Automatic Termination 
 Employee’s employment hereunder shall terminate automatically upon the death or total disability of Employee. The term “total
disability” as used herein shall mean a long-term disability that entitles Employee to receive long-term disability benefits under the Employer’s long-term disability plan or policy applicable to Employee, or in the absence of such a
plan or policy, the Employee’s inability to perform the duties set forth in Section 2 hereof for a period or periods constituting ninety (90) consecutive calendar days as a result of physical or mental illness, loss of legal capacity or
any other cause beyond Employee’s control, unless Employee is granted a leave of absence by the Board. Termination hereunder shall be deemed to be effective (a) at the end of the calendar month in which Employee’s death occurs or (b)
immediately upon a determination by the Board of Employee’s total disability, as defined herein. 
  

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 8. TERMINATION PAYMENTS 
 In the event of termination of the employment of Employee, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8: 
 8.1 Termination by Employer 
 If
Employer terminates Employee’s employment without Cause prior to the Expiration Date, or if Employer elects not to renew the Agreement as set forth in Section 4 above, Employee shall be entitled to receive Termination Payments (a) equal to one
year of Base Salary, (b) any unpaid Base Salary which has accrued for services already performed as of the date of termination (“Termination Date”). If Employee is terminated by Employer for Cause (as defined in Section 8.4 below),
Employee shall not be entitled to receive any of the foregoing benefits, other than those set forth in clause (b) above. 
 8.2
Termination by Employee 
 (a) If Employee resigns for Good Reason prior to the Expiration Date, Employee shall be entitled to receive the
same termination payments and unpaid annual base salary as provided for in Section 8.1 for a termination without Cause. “Good Reason” means only any one or more of the following: (1) material breach by Employer of this Agreement,
and its failure to cure such breach within (30) days after written notice from Employee to Employer specifying in reasonable detail the alleged breach; (2) reduction, without Employee’s consent, of Employee’s salary or reduction or
elimination of any compensation or benefit plan benefiting Employee, unless the reduction or elimination of such benefit plan is generally applicable to all senior executive-level employees (or employees of a successor or controlling entity of
Employer) and unless Employer reinstates the compensation or benefit within thirty (30) days after written notice from Employee; (3) assignment to Employee, without his consent, of duties materially inconsistent with Employee’s
position, authority, duties or responsibilities as contemplated by Sections 2 and 3 hereof (or such higher level of position, authority, duties or responsibilities as are subsequently assigned to Employee), which results in a material diminution in
such position, authority, duties or responsibilities; or (4) involuntary relocation of Employee’s primary work location by more than forty-five (45) miles from Employee’s current work location specified in Section 2. 

(b) In the case of the termination of Employee’s employment by Employee for other than Good Reason, Employee shall not be entitled to any
payments hereunder, other than those set forth in clause (b) of Section 8.1 hereof. 
 8.3 Payment Schedule 
 All payments under this Section 8 shall be made to Employee at the same interval as payments of salary were made to Employee immediately prior to
termination. 
  

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 8.4 Cause 
 Wherever reference is made in this Agreement to termination being with or without Cause, “Cause” shall mean: 
 (a) willful misconduct on the part of Employee that has a material adverse effect on Employer and its subsidiaries, taken as a whole; 
 (b) Employee’s engaging in (i) conduct which could reasonably result in his conviction of a felony or a crime against Employer (ii) conduct involving fraud or moral turpitude, or (iii) substance
abuse or other misconduct which would materially compromise Employer’s reputation or Employee’s ability to perform his duties; 
 (c) unreasonable refusal by Employee to perform the duties and responsibilities of his position in any material respect, unless Employee cures the refusal within thirty (30) days after receipt of written notice specifying in reasonable
detail the duties and responsibilities not being performed; or 
 (d) violation of the covenants set forth in Section 10 hereof.

 No action, or failure to act, shall be considered willful or unreasonable if the Employee did it in good faith and with the reasonable
belief that his action or omission was in the best interests of Employer as determined by Chief Executive Officer and the Board of Directors. 
 9.
RECORDS AND CONFIDENTIAL DATA 
 9.1 Acknowledgement. 
 The Employee acknowledges that, in connection with the performance of his duties for the Employer as an employee under the terms of this Agreement, that the Employer has made and will make available to the Employee,
or the Employee will have access to, certain Confidential Information of the Employer and its affiliates. The Employee acknowledges and agrees that any and all Confidential Information learned or obtained by the Employee during the course of the
Employee’s employment by the Employer or otherwise (including, without limitation, information that the Employee obtained through or in connection with the Employee’s employment with the Employer prior to the date hereof) whether developed
by the Employee alone or in conjunction with others or otherwise, shall be and is the property of the Employer and its affiliates. 
 9.2
Confidentiality Obligations. 
 The Employee shall at all times keep all Confidential Information confidential and will not use such
Confidential Information other than in connection with the Employee’s discharge of the Employee’s duties hereunder, and will use reasonable efforts to safeguard the Confidential Information from unauthorized disclosure. This covenant is
not intended to, and does not limit in any way the Employee’s duties and obligations to the Employer under statutory and common law not to disclose or make personal use of the Confidential Information or trade secrets. 
  

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 9.3 Return of Confidential Information 
 Promptly, but no later than five (5) business days following the termination of Employee’s employment with the Employer, the Employee will
return to the Employer all written Confidential Information in his possession which has been provided to the Employee and the Employee will destroy all copies of any analyses, compilations, studies or other documents prepared by the Employee or for
the Employee’s use containing or reflecting any Confidential Information. The Employee shall, upon written request of the Employer and within five (5) business days of the receipt of such request by the Employee, deliver to the Employer a
document certifying that, to the best of his knowledge, such written Confidential Information has been returned or destroyed in accordance with this Section 9.3. 
 9.4 Definition 
 For the purposes of
this Agreement, “Confidential Information” shall mean all confidential and proprietary information of the Employer, and any of its subsidiaries, including, without limitation, the Employer’s contractor, customer, supplier and
vendor lists and information, marketing strategies, pricing policies or characteristics, product or product specifications, designs, software systems, leasing costs, cost of equipment, business or business prospects, plans, proposals, codes,
marketing studies, research, reports, investigations, trade secrets or other information of similar character. For purposes of this Agreement, Confidential Information shall not include (i) information which is available to the public, (ii)
information obtained by the Employee from third persons other than employees or Employees of the Employer, its subsidiaries, the Employer and the Employer’s affiliates not under agreement to maintain the confidentially of the same, and (iii)
information which is required to be disclosed by law or legal process. 
 10. ADDITIONAL COVENANTS 
 10.1 Non-interference with Accounts 
 The Employee acknowledges and agrees that the Employer’s customers and Confidential Information are important business assets of the Employer. Accordingly, the Employee covenants and agrees that during Employee’s employment with
the Employer, and for one (1) year following termination of Employee’s employment (the “Post-Termination Period”), the Employee shall not directly or indirectly, personally or on behalf of any other person, business, corporation,
or entity, sell or otherwise provide or solicit the sale or provision of any product, process or service in the Field (as defined below) (“ Product”), that competes directly with my Product of the Employer, to any of the Employer’s
customers (“Customers”). For purposes of this Agreement, (i) Field shall mean the field of construction and other infrastructure services to electric and/or gas utilities, and (ii) Customers shall mean any customers of the Employer to
or through which the Employer sold or provided any Products during the twelve (12) month period prior to the termination of the Employee’s employment. 
  


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 10.2 No Diversion 
 The Employee covenants and agrees that (i) during the Employee’s employment with the Employer, and (ii) for the Post-Termination Period, the Employee shall not intentionally divert or attempt to divert or
take advantage of or attempt to take advantage of any actual or potential business opportunities of the Employer in which it has a current interest or expectancy (e.g., joint ventures, other business combinations, investment opportunities,
relationships with contractors, customers, suppliers and vendors of the Employer, and other similar opportunities) which the Employee became aware of as the result of and during the Employee’s employment with the Employer. Notwithstanding
anything to the contrary in the foregoing, this shall not limit the Employee from investing in or serving on the board of directors of any entity that is not in the Field. 
 10.3 Non-competition 
 The Employee
acknowledges and agrees that the Employer’s Confidential Information is an important business asset of the Employer. In addition, the Employee acknowledges and agrees that he has and will continue to play an integral role in the development and
maintenance of goodwill between the Employer and its customers. Accordingly, in order to protect the Employer’s Confidential Information and customer goodwill, the Employee covenants and agrees that (i) during the Employee’s employment
with the Employer, and (ii) for the Post-Termination Period, the Employee shall not knowingly directly or indirectly own an interest in, operate, join, control, advise, consult to, work for, serve as a director or manager of, have a financial
interest in, or participate in any corporation, partnership, proprietorship, firm, association, person, or other entity that engages (or engaged) in the Field (“Employer Activities”). This Covenant applies to Employer Activities in any
territory or jurisdiction in which the Employer is doing business or is making an active effort to do business during the term of the Employee’s service. This Covenant does not prohibit the Employee from (i) being employed by or acting
as a consultant or otherwise providing services to an employer in the construction industry in general, so long as he personally does not perform any services or otherwise engage in the Field and does not use or disclose any Confidential Information
in connection therewith, or (ii) the mere passive ownership of less than one percent (1%) of the outstanding stock of any public corporation as long as the Employee is not otherwise in violation of this Covenant. 
 10.4 Non-recruitment 
 The Employee
agrees that the Employer has invested substantial time and effort in assembling its present workforce. Accordingly, the Employee covenants and agrees that during Employee’s employment with the Employer and for the Post-Termination Period, the
Employee shall not directly or indirectly entice or solicit any of the Employer’s employees or contractors to leave their employment or engagement with the Employer. 
  


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 11. ENFORCEMENT OF COVENANTS 
 11.1 Remedies 
 The Employee acknowledges that should he violate any of the covenants contained in
Sections 9 and 10 above (collectively “Covenants”), it will be difficult to determine the resulting damages to the Employer and, in addition to any other remedies the Employer may have, the Employer shall be entitled to seek temporary
injunctive relief without being required to post a bond and permanent injunctive relief without the necessity of proving actual damage. The Employer may elect to seek one or more of these remedies at the Employer’s sole discretion on a case by
case basis. Failure to seek any or all remedies in one case shall not restrict the Employer from seeking any remedies in another situation. Such action by the Employer shall not constitute a waiver of any of the Employer’s rights. 

11.2 Severability and Modification of Any Unenforceable Covenant 
 It is the parties’ intent that each of the Covenants be read and interpreted with every reasonable inference given to its enforceability. However, it is also the parties’ intent that if any term, provision
or condition of the Covenants is held to be invalid, void or unenforceable, the remainder of the provisions thereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Finally, it is also the parties’
intent that if it is determined that any of the Covenants are unenforceable because of overbreadth, then the Covenants shall be modified so as to make such Covenants reasonable and enforceable under the prevailing circumstances. 
 11.3 Construction 
 Any reference to
the Employer in this Section 11 shall include the Employer and all of its subsidiaries. 
 11.4 Tolling 
 In the event of the breach by the Employee of my Covenant, the running of the period of restriction shall be automatically tolled and suspended for the
amount of time that the breach continues, and shall automatically recommence when the breach is remedied so that the Employer shall receive the benefit of the Employee’s compliance with the Covenants. This Section 11.4 shall not apply to any
period from which the Employer is awarded and receives actual monetary damages for breach by the Employee of a Covenant with respect to which this Section 11.4 applies. 
  


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 12. NOTICE AND CURE OF BREACH 
 Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, the party asserting the breach of this Agreement
shall give the other party at least (30) thirty days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to
correct such breach during the 30-day period. 
 13. FORM OF NOTICE 
 All notices given hereunder shall be given in writing, shall specifically refer to this Agreement and shall be personally delivered or sent by telecopy or other electronic facsimile transmission or by registered or
certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof: 
  

			
	If to Employee:	  	Lanny H. Michael
		  	20529 NE 126th
Way
		
		  	Woodinville, WA 98077
		
	If to Employer:	  	InfrastruX Group, Inc.
		  	600 University Street, Suite 600
		  	Seattle, WA 98101
		  	Attn: Chief Executive Officer
		
	Copy to:	  	InfrastruX Holdings, LLC
		  	c/o Tenaska Power Fund, L.P.
		  	1044 North 115th Street,
Suite 400
		  	Omaha, NE 68154-4446
		  	Attention: Daniel Lonergan

 If notice is mailed, such notice shall be effective upon mailing, or if notice is personally
delivered or sent by telecopy or other electronic facsimile transmission, it shall be effective upon receipt. 
 14. INDEMNIFICATION 
 Employer shall defend, indemnify and hold Employee harmless from any and all liabilities, obligations, claims or expenses which arise in connection with
or as a result of Employee’s service as an officer, employee or director of the Employer and/or any of its affiliates and subsidiaries to the fullest extend allowed by law. The Employer shall assure that Employee remains covered by the
Employer’s policies of directors’ and officers’ liability insurance for six years following the date of termination of the last position (employee, officer or director) to terminate. 
  

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 15. ASSIGNMENT 
 This Agreement is personal to Employee and shall not be assignable by Employee. Employer may assign its rights hereunder to (a) any corporation resulting from any merger, consolidation or other reorganization to
which Employer is a party or (b) any corporation, partnership, association or other person to which Employer may transfer all or substantially all of the assets and business of Employer existing at such time. All of the terms and provisions of
this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 
 16. WAIVERS 
 No delay or failure by any party hereto in exercising, protecting or enforcing any of
its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party hereto of any right, title, interest or remedy in a particular
instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies. 
 17. ARBITRATION 
 Any controversies or claims arising
out of or relating to this Agreement shall be fully and finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect (the “AAA Rules”), conducted by one
arbitrator either mutually agreed upon by Employer and Employee or chosen in accordance with the AAA Rules, except that the parties thereto shall have any right to discovery as would be permitted by the Federal Rules of Civil Procedure for a period
of 90 days following the commencement of such arbitration and the arbitrator thereof shall resolve any dispute which arises in connection with such discovery. The prevailing party shall be entitled to costs, expenses and reasonable attorneys’
fees, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 
 18. AMENDMENTS IN WRITING 

 No amendment, modification, waiver, termination or discharge of any provision of this Agreement, nor consent to any departure therefrom by
either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by Employer and
Employee, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or
explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by Employer and Employee. 
  

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 19. APPLICABLE LAW 
 This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard
to any rules governing conflicts of laws. 
 20. SEVERABILITY 
 If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the
extent of the activities prohibited or required by it, then, to the full extent permitted by law (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the
intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having
jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law. 
 21. HEADINGS 
 All headings used herein are for convenience only and shall not in any way affect the construction of, or be
taken into consideration in interpreting this Agreement. 
 22. COUNTERPARTS 
 This Agreement, and any amendment or modification entered into pursuant to Section 18 hereof, may be executed in any number of counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same instrument. 
 23. ENTIRE AGREEMENT 
 This Agreement comprises the entire agreement between the parties hereto
relating to the subject matter hereof and, supersedes, cancels and annuls all previous agreements between the Employer (and/or its predecessors) and Employee, as the same may have been amended or modified, and any right of Employee thereunder other
than for compensation accrued thereunder as of the date hereof, and supersedes, cancels and annuls all other prior written and oral agreements between Employee and Employer or any predecessor thereto. The terms of this Agreement are intended by the
parties to be the final expression of their agreement with respect to the retention of Employee by Employer and may not be contradicted by evidence of any prior or contemporaneous agreement. 
  

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 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement on the date set forth
above. 
  

			
	 /s/ LANNY H. MICHAEL

	LANNY H. MICHAEL
	
	INFRASTRUX GROUP, INC.
		
	By:	 	 /s/ MICHAEL T. LENNON

		 	MICHAEL T. LENNON
		 	 PRESIDENT AND CHIEF
 EXECUTIVE
OFFICER



  

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 Exhibit A 
 The Restricted Units will vest and no longer be subject to the restrictions of and forfeiture (provided you have not incurred a Termination of Service) under this Agreement as follows: 
  

	 	1.	20% of the Restricted Units shall be vested on the Grant Date; 

  

	 	2.	20% of the Restricted Units shall vest on May 8, 2010 and on each anniversary thereafter so that the Restricted Units will be fully vested on May 8, 2013; and


  

	 	3.	Notwithstanding the foregoing 100% of the Restricted Units shall vest: 

  

	 	a.	Upon a Change in Control; 

  

	 	b.	If prior to May 8, 2010, the date the Cumulative Proceeds equal or exceed 2 times the Investment 

 The Stock Appreciation Rights will vest and no longer be subject to forfeiture, provided you have not incurred a Termination of Service prior to such
date, as follows: 
  

	 	4.	20% of the Rights shall be vested on the Grant Date; 

  

	 	5.	20% of the Rights shall vest on May 8, 2010 and on each anniversary thereafter so that the Rights will be fully vested on May 8, 2013; 

  

	 	6.	Notwithstanding the foregoing 100% of the Rights shall vest: 

  

	 	a.	Upon a Change in Control; 

  

	 	b.	If prior to May 8, 2010, the date the Cumulative Proceeds equal or exceed 2 times the Investment 

 Exercise and terms and conditions of the awards are outlined in the InfrastruX Group, Inc. 2007 Equity Incentive Plan 
  

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