exv10w22






Exhibit 10.22




INDEMNIFICATION AGREEMENT




     THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this                 day of                          ,

               , by and between     
                      (the “Indemnitee”) and Dycom Industries, Inc., a
Florida corporation (the “Corporation”).



WITNESSETH




     WHEREAS, the Board of Directors of the Corporation (the “Board of Directors”) has reviewed and
analyzed the protection from liability available to directors or officers of the Corporation
(hereinafter, “Directors” or “Officers”) and its subsidiaries under the Corporation’s existing
corporate documents and applicable law; and



     WHEREAS, increases in corporate litigation subjects Directors and Officers to expensive
litigation risks at the same time that the availability of directors’ and officers’ liability
insurance has been limited; and



     WHEREAS, the Board of Directors has determined that the protection offered by the
Corporation’s existing corporate documents, applicable law, and liability insurance is not
sufficient to fully protect its Directors or Officers from liability; and



     WHEREAS, it is essential to the Corporation to attract and retain the most capable persons
available as Directors and/or Officers; and



     WHEREAS, the Board of Directors has determined that highly competent persons will be difficult
to attract and retain as Directors and/or Officers unless they are adequately protected against
liabilities incurred in performance of their duties in such capacity; and



     WHEREAS, the Board of Directors has determined that the use of indemnification agreements will
allow the Corporation to offer additional appropriate protection from liability to its Directors or
Officers; and



     WHEREAS, the Indemnitee is a Director and/or Officer; and



     WHEREAS, the indemnification and advancement provisions of Section 607.0850 of the Florida
Business Corporation Act (the “FBCA”) and Article XIV of the bylaws of the Corporation (the
“Bylaws”) expressly provide that they are non-exclusive; and



     NOW THEREFORE, in consideration of the Indemnitee’s services to the Corporation, the mutual
agreements and covenants contained herein, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:



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     Section 1. Definitions. For purposes of this Agreement:



          (a) “Change in Control” shall mean, and a Change in Control shall be deemed to have occurred
if, on or after the date of this Agreement, (i) any “person” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than (A) a trustee or other fiduciary holding
securities under an employee benefit plan of one or more of the Corporation or any of its
subsidiaries, as the case may be, acting in such capacity or (B) a corporation owned directly or
indirectly by the stockholders of the Corporation in substantially the same proportions as their
ownership of stock of the Corporation, becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Corporation representing more
than thirty-three percent (33%) of the total voting power represented by the Corporation’s then
outstanding Voting Securities (as defined below), (ii) during any period of two (2) consecutive
years, individuals who at the beginning of such period constitute the Board of Directors and any
new director whose election by the Board of Directors or nomination for election by the
Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the Directors
then still in office who either were Directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to constitute a majority
thereof, (iii) the stockholders of the Corporation approve a merger or consolidation of the
Corporation with any other corporation other than a merger or consolidation that would result in
the Voting Securities of the Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least a majority of the total voting power represented by the Voting
Securities of the Corporation or such surviving entity outstanding immediately after such merger or
consolidation, (iv) the stockholders of the Corporation approve a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation of (in one
transaction or a series of related transactions) all or substantially all of the Corporation’s
assets, or (v) the Corporation shall file or have filed against it, and such filing shall not be
dismissed, any bankruptcy, insolvency or dissolution proceedings, or a trustee, administrator or
creditors committee shall be appointed to manage or supervise the affairs of the Corporation.



          (b) “Corporate Status” shall mean the status of a person who is serving or has served (i) as a
director or officer of the Corporation, (ii) in any capacity with respect to any employee benefit
plan of the Corporation, or (iii) as a director, partner, trustee, officer, employee or agent of
any other Entity at the request of the Corporation. For purposes of this Agreement, an officer or
director of the Corporation who is serving or has served as a director, partner, trustee, officer,
employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation.



          (c) “Disinterested Director” shall mean a director of the Corporation who is not and was not a
party to the Proceeding in respect of which indemnification is sought by Indemnitee.



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          (d) “Effective Date” shall mean the date first listed above.



          (e) “Entity” shall mean any corporation, partnership, limited liability company, joint
venture, foundation, association, organization or other legal entity.



          (f) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and such
regulations and guidance promulgated thereunder.



          (g) “Expenses” shall mean all fees, costs and expenses incurred in connection with any
Proceeding, including, without limitation, attorneys’ fees, disbursements and retainers, fees and
disbursements of expert witnesses, private investigators and professional advisors (including,
without limitation, accountants and investment bankers), court costs, transcript costs, fees of
experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission
charges, postage, delivery services, secretarial services, and other disbursements and expenses.



          (h) “Independent Counsel” shall mean a law firm, or a member of a law firm, that is
experienced in matters of corporate law and neither presently is, nor in the past five years has
been, retained to represent: (i) the Corporation or Indemnitee in any matter material to either
such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any
person who, under the applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Corporation or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.



          (i) “Liabilities” shall mean judgments, damages, liabilities, losses, penalties, excise taxes,
fines and amounts paid in settlement.



          (j) “Proceeding” shall mean any threatened, pending or completed action, suit, arbitration,
alternative dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, formal or informal, including
appeals, except one initiated by an Indemnitee pursuant to Section 10 or Section 13(b) of this
Agreement to enforce his rights under this Agreement.



          (k) “Subsidiary” shall mean any Entity of which the Corporation owns (either directly or
through or together with another Subsidiary of the Corporation) either (i) a general partnership,
managing membership or other similar interest or (ii) fifty percent (50%) or more of the (A) voting
power of the voting capital equity interests of such Entity, or (B) outstanding voting capital
stock or other voting equity interests of such Entity.



          (l) “Voting Securities” shall mean securities of the Corporation that entitle the holder to
vote for the election of Directors.



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     Section 2. Services by Indemnitee. In consideration of the Corporation’s covenants
and commitments hereunder, Indemnitee agrees to continue to serve as a Director or Officer.
However, this Agreement shall not impose any obligation on Indemnitee or the Corporation to
continue Indemnitee’s service to the Corporation beyond any period otherwise required by law or by
other agreements or commitments of the parties, if any.



     Section 3. Agreement to Indemnify. The Corporation agrees to indemnify Indemnitee as
follows:



          (a) Subject to the exceptions contained in Section 4 below, if Indemnitee was or is a party or
is threatened to be made a party to any Proceeding (other than an action by or in the right of the
Corporation) by reason of Indemnitee’s Corporate Status, either prior to or after the execution of
this Agreement, Indemnitee shall be indemnified by the Corporation against all Expenses and
Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein
as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as
“Indemnifiable Amounts”) if (i) Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in, or not opposed to, the best interests of the Corporation, and (ii)
with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe that
Indemnitee’s conduct was unlawful. In addition, the Corporation shall indemnify and hold harmless
the Indemnitee from and against any and all federal, state, local or foreign taxes (if any) imposed
on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement.



          (b) Subject to the exceptions contained in Section 4 below, if Indemnitee was or is a party or
is threatened to be made a party to any Proceeding by or in the right of the Corporation to procure
a judgment in its favor by reason of Indemnitee’s Corporate Status, either prior to or after the
execution of this Agreement, Indemnitee shall be indemnified by the Corporation against all
Indemnifiable Expenses and amounts paid in settlement if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the
Corporation, except that no indemnification shall be made under this subsection in respect of any
claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent
jurisdiction that Indemnitee is liable to the Corporation, unless, and only to the extent that, the
court in which such Proceeding was brought or another court of competent jurisdiction determines
upon application that in view of all the circumstances of the case, that Indemnitee is fairly and
reasonably entitled to indemnity for such Indemnifiable Expenses and amounts paid in settlement,
then Indemnitee shall be entitled to payment in such amount as such court deems proper. In
addition, the Corporation shall indemnify and hold harmless the Indemnitee from and against any and
all federal, state, local or foreign taxes (if any) imposed on the Indemnitee as a result of the
actual or deemed receipt of any payments under this Agreement.



          (c) Except as otherwise prohibited under applicable law, the Proceedings described in Sections
3(a) and 3(b) hereof shall include, for purposes of this Agreement, any Proceedings that involve,
directly or indirectly, activities of the Indemnitee both in
his or her official capacities as a Director or Officer and actions taken in another capacity
while serving as Director or Officer on behalf of the Corporation.



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          (d) Notwithstanding the exceptions listed in Section 4 below, to the extent that Indemnitee
has been successful on the merits or otherwise in defense of any Proceeding referred to in
subsections 3(a) or 3(b), or in defense of any claim, issue, or matter therein, Indemnitee shall be
indemnified by the Corporation against Indemnifiable Expenses actually and reasonably incurred by
Indemnitee in connection therewith.



          (e) If Indemnitee is entitled under any provisions of this Agreement to indemnification by the
Corporation for some or a portion of Indemnifiable Amounts but not, however, for the total amount
thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such
Indemnifiable Amounts to which Indemnitee is entitled.



          (f) For purposes of this Section 3 only, the Indemnitee shall be deemed to have acted in good
faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal Proceeding, to have had no
reasonable cause to believe the Indemnitee’s conduct was unlawful, if such action was based on a
reasonable reliance upon any of the following: (i) the records or books of the Corporation or
applicable Entity, including financial statements; (ii) information supplied to the Indemnitee by
the officers of such Entity in the course of their duties; (iii) the advice of legal counsel for
the Corporation or the applicable Entity; or (iv) information or records given in reports made to
the Corporation or the applicable Entity by its independent certified public accountant or by an
appraiser or other expert selected with reasonable care by such entity. The provisions of this
Section 3(f) shall not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this
Section 3.



     Section 4. Exceptions to Indemnification. Indemnitee shall be entitled to
indemnification under Sections 3(a) and 3(b) above in all circumstances unless it has been
determined in accordance with Section 7 that, in connection with the subject of the Proceeding out
of which the claim for indemnification has arisen, a judgment or other final adjudication
establishes that his or her actions, or omissions to act, were material to the cause of action so
adjudicated and constitute:




          (i) a violation of criminal law, unless the Indemnitee had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe his or
her conduct was unlawful;




          (ii) a transaction from which Indemnitee derived an improper personal benefit;




          (iii) in the event the Indemnitee is a Director, a circumstance under which
the liability provisions of Section 607.0834 of the FBCA are applicable; or



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          (iv) willful misconduct or a conscious disregard for the best interests of the
Corporation, in each case, in a Proceeding by or in the right of the Corporation to
procure a judgment in its favor or in a Proceeding by or in the right of a
stockholder.



     Section 5. Advancement of Expenses. The Corporation shall advance all Indemnifiable
Expenses within thirty (30) days after the receipt by the Corporation of a written request from
Indemnitee for such advancement and on a current basis thereafter, whether prior to or after final
disposition of the underlying Proceeding. Such written request shall be accompanied by evidence of
the Indemnifiable Expenses incurred by Indemnitee and shall include a written undertaking by or on
behalf of Indemnitee to repay any and all amounts advanced if it shall ultimately be determined
that Indemnitee is not entitled to indemnification by the Corporation under this Agreement.
Indemnitee’s repayment undertaking shall be unsecured and interest-free. However, advancement of
Indemnifiable Expenses shall not be made to Indemnitee if a judgment or other final adjudication
establishes that his or her actions, or omissions to act, were material to the cause of action so
adjudicated and constitute:



          (a) A violation of criminal law, unless the Indemnitee had reasonable cause to believe his or
her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful;



          (b) A transaction from which Indemnitee derived an improper personal benefit;



          (c) In the event the Indemnitee is a Director, a circumstance under which the liability
provisions of Section 607.0834 of the FBCA are applicable; or



          (d) Willful misconduct or a conscious disregard for the best interests of the Corporation in a
Proceeding by or in the right of the Corporation to procure a judgment in its favor or in a
Proceeding by or in the right of a stockholder.



     Section 6. Defense of the Underlying Proceeding.



          (a) Notice by Indemnitee. Upon being served with any summons, citation, subpoena,
complaint, indictment, information, or other document relating to any Proceeding which may result
in the payment of Indemnifiable Amounts or the
advancement of Indemnifiable Expenses hereunder, Indemnitee shall notify the Corporation
promptly, but in all events no later than the earlier of (i) fourteen (14) days after actual
receipt, or (ii) as soon as necessary after actual receipt to prevent the Corporation from being
materially and adversely prejudiced by late notice; provided, however, that the failure to provide
such notice shall not release the Corporation from any of its obligations under this Agreement
except to the extent that the Corporation is materially prejudiced by such failure.



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          (b) Option to Control Defense. Subject to the provisions of Section 6(c), in the
event the Corporation is obligated to advance Indemnifiable Expenses under Section 5, the
Corporation shall have the right to participate in any Proceeding and, at its option, assume the
defense of any Proceeding with counsel approved by Indemnitee (which approval shall not be
unreasonably withheld or delayed), upon the delivery to Indemnitee of written notice of its
election to do so. However, the Indemnitee shall have the right to effectively participate in the
defense and/or settlement of such Proceeding, including receiving copies of all correspondence and
participating in all meetings and teleconferences concerning the Proceeding. In no event shall the
Corporation consent to the entry of any judgment against Indemnitee or enter into any settlement or
compromise without the prior written consent of the Indemnitee, (which consent shall not be
unreasonably withheld or delayed).



          (c) Limitation of Obligation to Reimburse Defense Expenses. In the event the
Corporation assumes the defense of any Proceeding pursuant to Section 6(b), the Corporation will
not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Proceeding; provided that (i) the Corporation shall indemnify
Indemnitee for reasonable costs and expenses of counsel for Indemnitee to monitor the Proceeding
(provided, however, that such counsel for Indemnitee will not appear as counsel of record in any
such Proceeding) and (ii) if (A) the employment of counsel by Indemnitee has been previously
authorized by the Corporation, (B) Indemnitee shall have reasonably concluded that there may be a
conflict of interest between the Corporation and Indemnitee in the conduct of any such defense, or
(C) the Corporation shall not continue to retain the approved counsel to defend such Proceeding,
then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation.
Except as otherwise provided by Section 6(d) below, the Corporation’s obligation to indemnify
Indemnitee with respect to legal fees shall be limited to the fees charged by counsel selected by
Indemnitee and all other persons similarly entitled to indemnification by the Corporation in the
same Proceeding on account of their Corporate Status to defend the interests of all such persons
entitled to indemnification.



          (d) Indemnitee’s Right to Individual Counsel. Notwithstanding the provisions of
Section 6(c) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s
Corporate Status, Indemnitee reasonably concludes that it may have separate defenses or
counterclaims to assert with respect to any issue which may not be consistent with the position of
other defendants in such Proceeding, Indemnitee shall be entitled to be represented by separate
legal counsel of Indemnitee’s choice at the expense of the Corporation. In addition, if the
Corporation fails to comply with any of its obligations under this Agreement or in the event that
the Corporation or any other person
takes any action to declare all or any part of this Agreement void or unenforceable, or
institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be
provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s
choice, at the expense of the Corporation, to represent Indemnitee in connection with any such
matter.



     Section 7. Procedure for Determination of Entitlement to Indemnification.



          (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Corporation
a written request, including therein or therewith such documentation and information as is
reasonably available to Indemnitee and is reasonably necessary to determine whether and to what
extent Indemnitee is entitled to indemnification (a “Determination”). The Secretary of the
Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of
Directors in writing that Indemnitee has requested indemnification. All Expenses related to the
making of a Determination shall be borne solely by the Corporation.



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          (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of
Section 7(a) above, a Determination shall be made (unless made by a court) in the specific case:
(i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall
request that such Determination be made by the Board of Directors or the stockholders, in which
case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this
Section 7(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to
Indemnitee; (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a
majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board of
Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the Board of Directors (in which non-Disinterested
Directors may participate) consisting solely of two or more Disinterested Directors; or (C) by
Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee or (D) by the stockholders of the Corporation by a majority vote of a
quorum consisting of stockholders who were not parties to such Proceeding or, if no such quorum is
obtainable, by a majority vote of stockholders who were not parties to such Proceeding; or (iii) as
provided in Section 8(b) of this Agreement. If it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten (10) days after such Determination
and any determination under Section 7(f). Indemnitee shall cooperate with the person, persons or
Entity making such Determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or Entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such Determination. Any
Expenses incurred by Indemnitee in so cooperating with the person, persons or Entity making such
Determination shall be borne by the Corporation (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Corporation hereby agrees to indemnify and
hold Indemnitee harmless therefrom.



          (c) In the event a Determination is to be made by Independent Counsel pursuant to Section
7(b), the Independent Counsel shall be selected as provided in this Section 7(c) and such
Determination shall be made in accordance with the standards set forth in Section 8 below. If a
Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board
of Directors in the manner prescribed in Subsections 7(b)(ii)(A) or (ii)(B), or if a quorum of the
Directors cannot be obtained for Subsection 7(b)(ii)(A) and the committee cannot be designated
under Subsection 7(b)(ii)(B), selected by a majority vote of the Board of Directors (in which
non-Disinterested Directors may participate), and the Corporation shall give written notice to
Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in
Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless
Indemnitee shall request that such selection be made by the Board of Directors, in which event the
preceding sentence shall apply), and Indemnitee shall give written notice to the Corporation
advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or
the Corporation, as the case may be, may, within seven (7) days after such written notice of
selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a
written objection to such selection. Such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined
in Section 1(h), and the objection shall set forth with particularity the factual basis of such
assertion. If such written objection is made, the Independent Counsel so selected may not serve as
Independent Counsel unless and until a court has determined that such objection is without merit.
If, within twenty (20) days after submission by Indemnitee of a written request for indemnification
pursuant to Section 7(a), the parties cannot resolve any objections to the selected Independent
Counsel or mutually agree on another Independent Counsel, either the Corporation or Indemnitee may
petition the Circuit Court of Palm Beach County, Florida or other court of competent jurisdiction
having jurisdiction over Palm Beach County, Florida for resolution of any objection which shall
have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the Court or by such
other person as the Court shall designate, and the person with respect to whom an objection is so
resolved or the person so appointed shall act as Independent Counsel under Section 7(b). The
Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by
such Independent Counsel in connection with acting pursuant to Section 7(b), and the Corporation
shall pay all reasonable fees and expenses incident to the procedures of this Section 7(c),
regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due
commencement of any Proceeding or arbitration pursuant to Section 10(a)(iii), Independent Counsel
shall be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).



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          (d) Stockholder Vote on Determination. Notwithstanding the provisions of Section
607.0850 of the FBCA, the Indemnitee and any other stockholder who is a party to the Proceeding for
which indemnification or reimbursement is sought shall be entitled to vote on any Determination to
be made by the Corporation’s stockholders. In addition, in connection with each meeting at which a
stockholder Determination will be made, the Corporation shall solicit proxies that expressly
include a proposal to indemnify
or reimburse the Indemnitee. Any Corporation proxy statement relating to a proposal to
indemnify or reimburse the Indemnitee shall not include a recommendation against indemnification or
reimbursement.



          (e) Access by Indemnitee to Determination. The Corporation shall afford to the
Indemnitee and his representatives ample opportunity to present evidence of the facts upon which
the Indemnitee relies for indemnification or reimbursement, together with other information
relating to any requested Determination.



          (f) Reasonableness of Expenses. In accordance with Section 607.0850(5) of the FBCA,
the evaluation and finding as to the reasonableness of Expenses incurred by the Indemnitee for
purposes of this Agreement shall be made (in the following order of preference) within 30 days
after the Indemnitee’s delivery to the Corporation of a request that includes a reasonable
accounting of expenses incurred:




          (i) first, by the Board of Directors by a majority vote or consent of a quorum
consisting of Disinterested Directors, or




          (ii) next, if a quorum of the Board of Directors consisting of Disinterested
Directors is not obtainable or, even if obtainable, by majority vote of a committee
duly designated by the Board of Directors (in which non-Disinterested Directors may
participate) consisting solely of two or more Disinterested Directors; or




          (iii) next, if such a committee cannot be designated, by Independent Counsel.



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All Expenses shall be considered reasonable for purposes of this Agreement if the finding
contemplated by this Section 7(f) is not made within the prescribed time.



     Section 8. Presumptions and Effect of Certain Proceedings.



          (a) In making a Determination, including any Determination made by Independent Counsel
pursuant to Section 7(b) and set forth in an opinion delivered by such Independent Counsel, the
person, persons or Entity making such Determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 7(a), and the Corporation shall have the burden of proof by clear and
convincing evidence to overcome that presumption in connection with the making by any person,
persons or Entity of any Determination contrary to that presumption.



          (b) If the person, persons or Entity empowered or selected under Section 7 to determine
whether Indemnitee is entitled to indemnification shall not have made a Determination within sixty
(60) days after receipt by the Corporation of the request therefore, the requisite Determination
shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to
make Indemnitee’s statement not materially misleading, in connection with the request for
indemnification, or (ii) a
prohibition of such indemnification under applicable law; provided, however, that such sixty
(60)-day period may be extended for a reasonable time, not to exceed an additional thirty (30)
days, if the person, persons or Entity making the Determination in good faith requires such
additional time for the obtaining or evaluating of documentation and/or information relating
thereto; and provided, further, that the foregoing provisions of this Section 8(b) shall not apply
(i) if the Determination is to be made by the stockholders pursuant to Section 7(b) of this
Agreement and if (A) within fifteen (15) days after receipt by the Corporation of the request for
such Determination, the Board of Directors has resolved to submit such Determination to the
stockholders for their consideration at an annual meeting thereof to be held within seventy-five
(75) days after such receipt and such Determination is made thereat, or (B) a special meeting of
stockholders is called within fifteen (15) days after such receipt for the purpose of making such
Determination, such meeting is held for such purpose within sixty (60) days after having been so
called and such Determination is made thereat, or (ii) if the Determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Agreement.



          (c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to the best interests of the
Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to
believe that his conduct was unlawful.



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     Section 9. Exception to Right of Indemnification or Advancement of Expenses. Any
other provision herein to the contrary notwithstanding, the Corporation shall not be obligated
pursuant to the terms of this Agreement to provide indemnification and/or advancement in the
following instances:



          (a) Claims Initiated by the Indemnitee. To indemnify or advance Expenses to the
Indemnitee with respect to Proceedings initiated or brought voluntarily by the Indemnitee and not
by way of defense, counterclaim or crossclaim, except with respect to Proceedings brought to
establish or enforce a right to indemnification under this Agreement or any other statute or law or
otherwise as required under Section 607.0850(3) of the FBCA or other similar provision of any other
applicable corporations law, but such indemnification or advancement of Expenses may be provided by
the Corporation in specific cases if the Board of Directors has approved the initiation or bringing
of such suit.



          (b) Lack of Good Faith. To indemnify the Indemnitee for any Expenses incurred by the
Indemnitee with respect to any Proceeding instituted by the Indemnitee to enforce or interpret this
Agreement, if a court of competent jurisdiction determines that all of the material assertions made
by the Indemnitee in such Proceeding were not made in good faith or were frivolous.



          (c) Insured Claims. To indemnify the Indemnitee for expenses or liabilities of any
type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) which have been paid directly to the Indemnitee by an insurance
carrier under a policy of directors and officers liability insurance maintained by the Corporation
or from any other source.



          (d) Claims Under Section 16(b). To indemnify the Indemnitee for Expenses and the
payment of profits arising from the purchase and sale by the Indemnitee of securities in violation
of Section 16(b) of the Exchange Act or any similar successor statute.



11









 





     Section 10. Remedies of Indemnitee.



          (a) In the event that (i) a Determination is made pursuant to Section 7 that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made
pursuant to Section 5, (iii) the Determination is to be made by Independent Counsel pursuant to
Section 7(b) and such Determination shall not have been made and delivered in a written opinion
within ninety (90) days after receipt by the Corporation of the request for indemnification, (iv)
payment of indemnification is not made pursuant to Section 3(c) within ten (10) days after receipt
by the Corporation of a written request therefor, or (v) payment of indemnification is not made
within ten (10) days after a Determination has been made that Indemnitee is entitled to
indemnification or such Determination is deemed to have been made pursuant to Sections 7 or 8,
Indemnitee shall be entitled to an adjudication in an appropriate court of competent jurisdiction
located in Palm Beach County, Florida of his or her entitlement to such indemnification or
advancement of Expenses. The Corporation shall not oppose Indemnitee’s right to seek any such
adjudication.



          (b) In the event that a Determination shall have been made pursuant to Section 7 that
Indemnitee is not entitled to indemnification of Indemnifiable Amounts, any judicial proceeding
commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial on the
merits and Indemnitee shall not be prejudiced by reason of that adverse Determination. In any
judicial proceeding commenced pursuant to this Section 10, the Corporation shall have the burden of
proving by a preponderance of the evidence that Indemnitee is not entitled to indemnification of
Indemnifiable Amounts or advancement of Indemnifiable Expenses, as the case may be.



          (c) If a Determination shall have been made or deemed to have been made pursuant to Sections 7
or 8 that Indemnitee is entitled to indemnification of Indemnifiable Amounts, the Corporation shall
be bound by such Determination in any judicial proceeding commenced pursuant to this Section 10,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request
for indemnification, or (ii) a prohibition of such indemnification under applicable law.



          (d) Unless contrary to applicable law, neither the Corporation nor the Indemnitee may assert
in any judicial proceeding commenced pursuant to this Section 10
that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and the Corporation and the Indemnitee shall stipulate in any such court that they are bound by all
the provisions of this Agreement.



          (e) In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication
to enforce his or her rights under, or to recover damages for breach of, this Agreement, Indemnitee
shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation
against, any and all expenses (of the types described in the definition of Expenses in Section 1)
actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she
prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is
entitled to receive part but not all of the indemnification or advancement of expenses sought,
Indemnitee shall be indemnified for the expenses incurred by Indemnitee in connection with such
judicial adjudication to the extent such expenses are reasonably related to the part of the
indemnification of Indemnifiable Amounts or advancement of Indemnifiable Expenses awarded to
Indemnitee.



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     Section 11. Insurance. Prior to any Change in Control, the Corporation shall maintain
an insurance policy or policies with reputable and creditworthy insurance companies with ratings of
A- (excellent) or better from A.M. Best or another nationally recognized rating agency providing
liability insurance for directors and officers or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which such person serves at the request
of the Corporation and providing for coverage substantially similar or better, in all material
respects, to the coverage maintained by the Corporation as of the Effective Date; provided,
however, that this provision shall not apply should the Board of Directors be unable to maintain
such insurance for which the premium is not grossly excessive relative to the coverage provided
thereunder. In all policies of director and officer liability insurance purchased by the
Corporation, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the
same rights and benefits as are accorded to the most favorably insured of the Corporation’s
Directors and Officers (other than in the case of an independent director liability insurance
policy, which would only apply to independent or outside Directors). The Corporation shall
promptly notify Indemnitee of any good faith determination not to provide such coverage.



     Section 12. Insurance Upon a Change in Control. In the event of and immediately upon
a Change in Control, the Corporation (or any successor to the interests of the Corporation by way
of merger, sale of assets or otherwise) shall be obligated to continue, procure and/or otherwise
maintain in effect for a period of six (6) years from the date on which such Change in Control is
effective a policy or policies of insurance (the “Change in Control Coverage”) with reputable and
creditworthy insurance companies with ratings of A- (excellent) or better from A.M. Best or another
nationally recognized rating agency providing Indemnitee with coverage for losses from wrongful
acts occurring on or before the effective date of the Change in Control, and to ensure the
Corporation’s performance of its indemnification obligations under this Agreement. If such
insurance is in place immediately prior to the Change in Control, then the Change in Control
Coverage shall contain limits, deductibles and exclusions substantially identical
to those in place immediately prior to the Change in Control. In the event that the
Corporation does not maintain such insurance immediately prior to the Change in Control, the Change
in Control Coverage shall contain such limits, deductibles, terms and exclusions as are customary
for companies of similar size as determined by an insurance brokerage company of national
reputation, provided, however, that in no event shall the Change in Control Coverage contain
limits, deductibles, terms and exclusions that are less favorable to Indemnitee than those set
forth in the policy or policies most recently maintained by the Corporation. Each policy
evidencing the Change in Control Coverage shall be non-cancellable by the insurer except for
non-payment of premium.



13









 





     Section 13. Insurance Claims.



          (a) If the Corporation has a policy of liability insurance for Directors and Officers in
effect at the time the Corporation receives notification from either the Indemnitee or a third
party of summons, citation, subpoena, complaint, indictment, information, or other document
relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the
advancement of Indemnifiable Expenses hereunder, the Corporation shall give prompt notice of such
potential claim to the insurers in accordance with the procedures set forth in the respective
policies. The Corporation shall thereafter take all necessary or desirable action, consistent with
the Corporation’s obligations under the policy and to its stockholders and its other Directors and
Officers, to cause such insurers to pay, on behalf of Indemnitee, all losses and expenses payable
as a result of such claim in accordance with the terms of such policies.



          (b) In the event that Indemnitee is required to seek judicial adjudication to enforce his or
her rights for reimbursement or payment of any insured losses under, or to recover damages for
breach of, the Corporation’s Director and Officer insurance policy, Indemnitee shall be entitled to
recover from the Corporation, and shall be indemnified by the Corporation against, any and all
expenses (of the types described in the definition of Expenses in Section 1) actually and
reasonably incurred by him or her in such judicial adjudication, unless the court determines that
such action was not brought in good faith or was frivolous. If it shall be determined in such
judicial adjudication that Indemnitee is entitled to receive part but not all of the claimed losses
or expenses, Indemnitee shall be indemnified for the expenses incurred by Indemnitee in connection
with such judicial adjudication to the extent such expenses are reasonably related to the part of
the insured losses or expenses awarded to Indemnitee.



     Section 14. Subrogation. In the event of any payment under this Agreement by the
Corporation, the Corporation shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action reasonably
necessary to secure such rights, including execution of such documents as are necessary to enable
the Corporation to bring suit to enforce such rights.



     Section 15. Duration of Agreement. This Agreement shall continue until and terminate
upon the later of (a) ten (10) years after the date that Indemnitee shall have ceased to serve (i)
as a director or officer of the Corporation, (ii) in any capacity with respect to any employee
benefit plan of the Corporation, or (iii) as a director, partner,
trustee, officer, employee or agent of any other Entity at the request of the Corporation or
(b) the final termination of all pending Proceedings in respect of which Indemnitee is granted
rights of indemnification of Indemnifiable Amounts or advancement of Indemnifiable Expenses
hereunder and of any judicial proceeding commenced by Indemnitee pursuant to Section 10 or 13(b) of
this Agreement relating thereto. This Agreement shall be binding upon the Corporation and its
successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors
and administrators. The provisions of this Agreement shall cover Proceedings whether now pending
or hereafter commenced and shall be retroactive to cover acts or omissions or alleged acts or
omissions which heretofore have taken place.



14









 





     Section 16. Representations and Warranties of the Corporation. The Corporation hereby
represents and warrants to Indemnitee as follows:



          (a) Authority. The Corporation has all necessary power and authority to enter into,
and be bound by the terms of, this Agreement, and the execution, delivery and performance of the
undertakings contemplated by this Agreement have been duly authorized by the Corporation.



          (b) Enforceability. This Agreement, when executed and delivered by the Corporation in
accordance with the provisions hereof, shall be a legal, valid and binding obligation of the
Corporation, enforceable against the Corporation in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or
similar laws affecting the enforcement of creditors’ rights generally.



     Section 17. Severability. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Agreement (including without limitation,
each portion of any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.



     Section 18. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered by hand
and receipted for by the party to whom said notice or other communication shall have been directed,
(b) when transmitted by facsimile and receipt is acknowledged, or (c) sent by recognized commercial
overnight courier service, on the second business day after the date on which it is so sent:



     If to the Corporation:




			
	     	 	Dycom Industries, Inc.

11770 U.S. Highway 1, Suite 101

Palm Beach Gardens, Florida 33408

Attention: General Counsel


If to Indemnitee:


                                                       

                                                       

                                                       





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     Section 19. Subsequent Legislation. If the FBCA is amended after adoption of this
Agreement to expand further the indemnification permitted to directors or officers, then the
Corporation shall indemnify Indemnitee to the fullest extent permitted by the FBCA, as so amended.



     Section 20. Non-Exclusivity. The rights to payment of Indemnifiable Amounts and
advancement of Indemnifiable Expenses as provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under applicable law, the
Articles of Incorporation or the Bylaws, any agreement, a vote of stockholders or a resolution of
Disinterested Directors, or otherwise. The parties hereto intend that this Agreement shall provide
for indemnification in excess of that expressly permitted by statute, including, without
limitation, any indemnification provided by the Corporation’s Articles of Incorporation, its
Bylaws, vote of its stockholders or Disinterested Directors, or applicable law. No amendment,
alteration or termination of this Agreement or any provision hereof shall be effective as to any
Indemnitee with respect to any action taken or omitted by such Indemnitee in his or her Corporate
Status prior to such amendment, alteration or termination. As set forth in Section 15 above,
Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the
Corporation.



     Section 21. Non-Disclosure of Payments. Except as expressly required by law or
regulation, neither party shall disclose any payments under this Agreement unless prior approval of
the other party is obtained. Any payments to the Indemnitee that must be disclosed shall, unless
otherwise required by law or regulation, be described only in Corporation proxy or information
statements relating to special and/or annual meetings of the Corporation’s shareholders, and the
Corporation shall afford the Indemnitee the reasonable opportunity to review all such disclosures
and, if requested, to explain in such statement any mitigating circumstances regarding the events
reported.



     Section 22. Covenant Not to Sue, Limitation of Actions and Release of Claims. Except
with respect to matters specifically excluded from permissible indemnification pursuant to Section
607.0850 of the FBCA as currently in effect, no legal action shall be brought and no cause of
action shall be asserted by or on behalf of the Corporation (or any of its subsidiaries) against
the Indemnitee, his spouse, heirs, executors, personal representatives or administrators after the
expiration of two (2) years following the date
the Indemnitee ceases (for any reason) to serve as either an Officer or Director and any and
all such claims and causes of action of the Corporation (or any of its subsidiaries) shall be
extinguished and deemed released unless asserted by filing of a legal action within such two year
period.



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     Section 23. Contribution.



          (a) Subject to Section 4, if the indemnification provided in Sections 3(a) and 3(b) hereof is
unavailable and may not be paid to the Indemnitee for any reason, then in respect of any Proceeding
in which the Corporation is jointly liable with the Indemnitee (or would be if joined in such
Proceeding), the Corporation shall contribute to the amount of Liabilities and Expenses paid or
payable by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits
received by the Corporation on the one hand and the Indemnitee on the other hand from the
transaction from which such Proceeding arose, and (ii) the relative fault of the Corporation on the
one hand and of the Indemnitee on the other in connection with the events that result in such
Liabilities and Expenses, as well as any other relevant equitable considerations. The relative
fault of the Corporation on the one hand and of the Indemnitee on the other shall be determined by
reference to, among other things, the parties’ relative intent, knowledge, and access to
information and opportunity to correct or prevent the circumstances resulting in such Liabilities
and Expenses. The Corporation agrees that it would not be just and equitable if contribution
pursuant to this Section 23 were determined by pro rata allocation or any other method of
allocation that does not take into account the foregoing equitable considerations.



          (b) A determination as to the amount of the contribution, if any, shall be made by:




          (i) a court of competent jurisdiction upon the application of both the
Indemnitee and the Corporation (if an action or suit had been brought in, and the
final determination had been rendered by, such court);




          (ii) the Board of Directors in accordance with Section 7(b) hereof; or




          (iii) Independent Counsel in accordance with Section 7(b) hereof.



     Section 24. Priority of Indemnification. The Corporation hereby acknowledges that the
Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance
provided to the Indemnitee by other parties (collectively, the “Other Indemnitors”).
Subject to Section 9(c), the Corporation hereby agrees (i) that it is the indemnitor of first
resort (i.e., its obligations to the Indemnitee are primary and any obligation of the Other
Indemnitors to advance Expenses or to provide indemnification for the same Expenses or Liabilities
incurred by the Indemnitee are secondary), (ii) that it shall be required to advance the full
amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all
Expenses and Liabilities to
the extent legally permitted and as required by the terms of this Agreement and the
Corporation’s organizational documents (or any other agreement between the Corporation and the
Indemnitee), without regard to any rights the Indemnitee may have against the Other Indemnitors,
and, (iii) that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and
all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any
kind in respect thereof. Subject to Section 9(c), the Corporation further agrees that no
advancement or payment by the Other Indemnitors on behalf of the Indemnitee with respect to any
claim for which the Indemnitee has sought indemnification from the Corporation shall affect the
foregoing, and the Other Indemnitors shall have a right of contribution and/or be subrogated to the
extent of such advancement or payment to all of the rights of recovery of the Indemnitee against
the Corporation. The Corporation and the Indemnitee agree that the Other Indemnitors are express
third party beneficiaries of the terms of this Section 24.



17









 





     Section 25. Enforcement. The Corporation shall be precluded from asserting in any
Proceeding that the procedures and presumptions of this Agreement are not valid, binding and
enforceable. The Corporation agrees that its execution of this Agreement shall constitute a
stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which
a Proceeding by Indemnitee for enforcement of his or her rights hereunder shall have been
commenced, continued or appealed, that its obligations set forth in this Agreement are unique and
special, and that failure of the Corporation to comply with the provisions of this Agreement shall
cause irreparable and irremediable injury to Indemnitee, for which a remedy at law shall be
inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in
equity with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or
mandatory relief directing specific performance by the Corporation of its obligations under this
Agreement.



     Section 26. Interpretation of Agreement. It is understood that the parties hereto
intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee
to the fullest extent now or hereafter permitted by law.



     Section 27. Entire Agreement. This Agreement and the documents expressly referred to
herein constitute the entire agreement between the parties hereto with respect to the matters
covered hereby, and any other prior or contemporaneous oral or written understandings or agreements
with respect to the matters covered hereby are expressly superseded by this Agreement.



     Section 28. Modification and Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.



     Section 29. Successor and Assigns. All of the terms and provisions of this Agreement
shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto
and their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Corporation shall require and cause any direct or indirect
successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of
the business or assets of the Corporation, by written agreement in form and substance reasonably
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporation would be required to perform if no such
succession had taken place.



     Section 30. Service of Process and Venue. For purposes of any Proceedings to enforce
this agreement, the Corporation consents to the jurisdiction and venue of any federal or state
court of competent jurisdiction in the State of Florida, and waives and agrees not to raise any
defense that any such court is an inconvenient forum or any similar claim.



18









 





     Section 31. Governing Law. This Agreement shall be subject to and construed according
to the laws of the State of Florida. If a court of competent jurisdiction shall make a final
determination that the provisions of the law of any state other than Florida govern indemnification
by the Corporation of its Directors or Officers, then the indemnification provided under this
Agreement shall in all instances be enforceable to the fullest extent permitted under such law,
notwithstanding any provision of this Agreement to the contrary.



     Section 32. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original and all of which together shall be deemed to be one
and the same instrument, notwithstanding that both parties are not signatories to the original or
same counterpart.



     Section 33. Headings. The section and subsection headings contained
in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.



19









 





IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the
date first written above.



	 	 	 	 	 
	 	DYCOM INDUSTRIES, INC.

 	 
	 	By /s/
 	 
	 	Name: 	 
	 	Title: 	 
	 
	 
	 
	 	INDEMNITEE

 	 
	 	By /s/
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




20