Exhibit 4.1


 


Primoris Corporation 

(formerly known as Rhapsody Acquisition Corp.)


 


2008 Long-Term Incentive Equity
Plan


 


Section 1.  Purpose; Definitions.


 


1.1.  Purpose.  The purpose of the 2008 Long-Term Incentive
Equity Plan (“Plan”) is to enable the Company to offer to its employees,
officers, directors and consultants whose past, present and/or potential
contributions to the Company and its Subsidiaries have been, are or will be
important to the success of the Company, an opportunity to acquire a proprietary
interest in the
Company. The various types of long-term incentive awards that may be provided
under the Plan will enable the Company to respond to changes in compensation
practices, tax laws, accounting regulations and the size and diversity of its businesses.


 


1.2.
 Definitions.  For purposes of the Plan, the following terms
shall be defined as set forth below:


 


(a)  “Agreement”
means the agreement between the Company and the Holder, or such other document
as may be determined by the Committee, setting forth the terms and conditions
of an award under the Plan.


 


(b)  “Board”
means the Board of Directors of the Company.


 


(c)  “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


(d)  “Committee”
means the committee of the Board designated to administer the Plan as provided
in Section 2.1.


 


(e)  “Common
Stock” means the Common Stock of the Company, par value $.0001 per share.


 


(f)  “Company”
means Primoris Corporation., a corporation organized under the law of the State
of Delaware originally under the name of “Rhapsody Acquisition Corp.”


 


(g)  [Intentionally
omitted.]


 


(h)  “Disability”
means physical or mental impairment as determined under procedures established
by the Committee for purposes of the Plan.


 


(i)  “Effective
Date” means the date determined pursuant to Section 13.1.


 


(j)  “Fair
Market Value”, unless otherwise required by any applicable provision of the
Code or any regulations issued thereunder, means, as of any given date: (i) if
the Common Stock is listed on a national securities exchange or the Nasdaq
Stock Market, the last sale price of the Common Stock in the principal trading
market for the Common Stock on such date, as reported by the exchange or
Nasdaq, as the case may be; (ii) if the Common Stock is not listed on a
national securities exchange or the Nasdaq Stock Market, but is traded in the
over-the-counter market, the closing bid price for the Common Stock on such
date, as reported by the OTC Bulletin Board or Pink Sheets, LLC or similar
publisher of such quotations; and (iii) if the fair market value of the
Common Stock cannot be determined pursuant to clause (i) or (ii) above,
such price as the Committee shall determine, in good faith.


 

















 


(k)  “Holder”
means a person who has received an award under the Plan.


 


(l)  “Incentive
Stock Option” means any Stock Option intended to be and designated as an “incentive
stock option” within the meaning of Section 422 of the Code.


 


(m)  “Non-qualified
Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


(n)  “Normal
Retirement” means retirement from active employment with the Company or any
Subsidiary on or after such age which may be designated by the Committee as “retirement
age” for any particular Holder. If no age is designated, it shall be 65.


 


(o)  “Other
Stock-Based Award” means an award under Section 9 that is valued in whole
or in part by reference to, or is otherwise based upon, Common Stock.


 


(p)  “Parent”
means any present or future “parent corporation” of the Company, as such term
is defined in Section 424(e) of the Code.


 


(q)  “Plan”
means the Primoris Corporation 2008 Long-Term Incentive Equity Plan, as
hereinafter amended from time to time.


 


(r)  “Repurchase
Value” shall mean the Fair Market Value if the award to be settled under Section 2.2(e) or
repurchased under Section 10.2 is comprised of shares of Common Stock and
the difference between Fair Market Value and the Exercise Price (if lower than
Fair Market Value) if the award is a Stock Option or Stock Appreciation Right;
in each case, multiplied by the number of shares subject to the award.


 


(s)  “Restricted
Stock” means Common Stock received under an award made pursuant to Section 7
that is subject to restrictions under Section 7.


 


(t)  “SAR
Value” means the excess of the Fair Market Value (on the exercise date) over
the exercise price that the participant would have otherwise had to pay to
exercise the related Stock Option, multiplied by the number of shares for which
the Stock Appreciation Right is exercised.


 


(u)  “Stock
Appreciation Right” means the right to receive from the Company, on surrender
of all or part of the related Stock Option, without a cash payment to the
Company, a number of shares of Common Stock equal to the SAR Value divided by
the Fair Market Value (on the exercise date).


 


(v)  “Stock
Option” or “Option” means any option to purchase shares of Common Stock which
is granted pursuant to the Plan.


 


(w)  “Subsidiary”
means any present or future “subsidiary corporation” of the Company, as such
term is defined in Section 424(f) of the Code.


 


(x)  “Vest”
means to become exercisable or to otherwise obtain ownership rights in an
award.


 

















 


Section 2.  Administration.


 


2.1.
 Committee Membership.  The Plan shall be administered by a Committee
of the Board of at least two directors, all of whom are “outside directors” within the meaning of
the regulations issued under Section 162(m) of the Code. Committee
members shall serve for such term as the Board may in each case determine and
shall be subject to removal at any time by the Board.


 


2.2.
 Powers of Committee.  The Committee shall have full authority to
award, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock
Appreciation Rights, (iii) Restricted Stock, and/or (iv) Other
Stock-Based Awards. For purposes of illustration and not of limitation, the
Committee shall have the authority (subject to the express provisions of this
Plan):


 


(a)  to select
the officers, employees, directors and consultants of the Company or any
Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted Stock
and/or Other Stock-Based Awards may from time to time be awarded hereunder.


 


(b)  to
determine the terms and conditions, not inconsistent with the terms of the
Plan, of any award granted hereunder (including, but not limited to, number of
shares, share exercise price or types of consideration paid upon exercise of
such options, such as other securities of the Company or other property, any
restrictions or limitations, and any vesting, exchange, surrender,
cancellation, acceleration, termination, exercise or forfeiture provisions, as
the Committee shall determine);


 


(c)  to
determine any specified performance goals or such other factors or criteria
which need to be attained for the vesting of an award granted hereunder;


 


(d)  to
determine the terms and conditions under which awards granted hereunder are to
operate on a tandem basis and/or in conjunction with or apart from other equity
awarded under this Plan and cash and non-cash awards made by the Company or any
Subsidiary outside of this Plan; and


 


(e)  to make
payments and distributions with respect to awards (i.e.,
to “settle” awards) through cash payments in an amount equal to the Repurchase
Value.


 


The
Committee may not modify or amend any outstanding Option or Stock Appreciation
Right to reduce the exercise price of such Option or Stock Appreciation Right,
as applicable, below the exercise price as of the date of grant of such Option
or Stock Appreciation Right.  In
addition, no Option or Stock Appreciation Right may be granted in exchange for,
or in connection with, the cancellation or surrender of an Option or Stock
Appreciation Right or other award having a lower exercise price.


 


Notwithstanding
anything to the contrary, the Committee shall not grant to any one Holder in any
one calendar year awards for more than 40,000 shares in the aggregate.


 


2.3.
 Interpretation of Plan.


 


(a)  Committee
Authority.  Subject to Section 12,
the Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable to interpret the terms and provisions of the
Plan and any award issued under the Plan (and to determine the form and
substance of all agreements relating thereto), and to otherwise supervise the administration of the Plan.
Subject to Section 12, all decisions made by the Committee pursuant to the
provisions of the Plan shall be made in the Committee’s sole discretion and
shall be final and binding upon all persons, including the Company, its
Subsidiaries and Holders.


 

















 


(b)  Incentive
Stock Options.  Anything in the Plan
to the contrary notwithstanding, no term or provision of the Plan relating to
Incentive Stock Options (including but not limited to Stock Appreciation rights
granted in conjunction with an Incentive Stock Option) or any Agreement
providing for Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised,
so as to disqualify the Plan under Section 422 of the Code or, without the consent of the Holder(s) affected,
to disqualify any Incentive Stock Option under such Section 422.


 


Section 3.  Stock Subject to
Plan.


 


3.1.
 Number of Shares.  Subject to the last sentence of Section 7.1,
the total number of shares of Common Stock reserved and available for issuance
under the Plan shall be 1,520,000 shares. Shares of Common Stock under the Plan
(“Shares”) may consist, in whole or in part, of authorized and unissued shares
or treasury shares. If any shares of Common Stock that have been granted
pursuant to a Stock Option cease to be subject to a Stock Option, or if any
shares of Common Stock that are subject to any Stock Appreciation Right, Restricted Stock award or Other Stock-Based
Award granted hereunder are forfeited or any such award otherwise terminates
without a payment being made to the Holder in the form of Common Stock, such
shares shall again be available for distribution in connection with future
grants and awards under the Plan. If a Holder pays the exercise price of a
Stock Option by surrendering any previously owned shares and/or arranges to
have the appropriate number of shares otherwise issuable upon exercise withheld
to cover the withholding tax liability associated with the Stock Option
exercise, then, in the Committee’s discretion, the number of shares available
under the Plan may be increased by the lesser of (i) the number of such
surrendered shares and shares used to pay taxes; and (ii) the number
of shares purchased under such Stock Option.


 


3.2.
 Adjustment Upon Changes in
Capitalization, Etc.  In the event of
any common stock dividend payable on shares of Common Stock, Common Stock split
or reverse split, combination or exchange of shares of Common Stock, or other
extraordinary or unusual event which results in a change in the shares of
Common Stock of the Company as a whole, the Committee shall determine, in its
sole discretion,
whether such change equitably requires an adjustment in the terms of any award
in order to prevent dilution or enlargement of the benefits available under the
Plan (including number of shares subject to the award and the exercise price)
or the aggregate number of shares reserved for issuance under the Plan. Any
such adjustments will be made by the Committee, whose
determination will be final, binding and conclusive.


 


Section 4.  Eligibility.


 


Awards
may be made or granted to employees, officers, directors and consultants who
are deemed to have rendered or to be able to render significant services to the
Company or its Subsidiaries and who are deemed to have contributed or to have
the potential to contribute to the success of the Company and which recipients
are qualified to receive options under the regulations governing Form S-8
registration statements under the Securities Act of 1933, as amended (“Securities
Act”). No Incentive Stock Option shall be granted to any person who is not an
employee of the
Company or an employee of a Subsidiary at the time of grant or so qualified as
set forth in the immediately preceding sentence. Notwithstanding the foregoing,
an award may also be made or granted to a person in connection with his hiring
or retention, or at any time on or after the date he reaches an agreement (oral
or written) with the Company with respect to such hiring or retention, even
though it may be prior to the date the person first performs services for the
Company or its Subsidiaries; provided, however, that no portion of any such
award shall vest prior to the date the person first performs such services and
the date of grant shall be the date hiring or retention commences.


 

















 


Section 5.  Stock Options.


 


5.1.
 Grant and Exercise.  Stock Options granted under the Plan may be of
two types: (i) Incentive Stock Options and (ii) Non-qualified Stock
Options. Any Stock Option granted under the Plan shall contain such terms, not
inconsistent with this Plan, or with respect to Incentive Stock Options, not
inconsistent with the Plan and the Code, as the Committee may from time to time
approve. The Committee shall have the authority to grant Incentive Stock
Options or Non-qualified Stock Options, or both types of Stock Options which may be granted alone or
in addition to other awards granted under the Plan. To the extent that any
Stock Option intended to qualify as an Incentive Stock Option does not so
qualify, it shall constitute a separate Non-qualified Stock Option.


 


5.2.
 Terms and Conditions.  Stock Options granted under the Plan shall be
subject to the following terms and conditions:


 


(a)  Option
Term.  The term of each Stock Option
shall be fixed by the Committee; provided, however, that an Incentive Stock
Option may be granted only within the ten-year period commencing from the
Effective Date and may only be exercised within ten years of the date of grant
(or five years in the case of an Incentive Stock Option granted to an optionee
who, at the time of grant,
owns Common Stock possessing more than 10% of the total combined voting power
of all classes of voting stock of the Company (“10% Stockholder”)).


 


(b)  Exercise
Price.  The exercise price per share
of Common Stock purchasable under a Stock Option shall be determined by the
Committee at the time of grant and may not be less than 100% of the Fair Market
Value on the date of grant (or, if greater, the par value of a share of Common
Stock); provided, however, that the exercise price of an Incentive Stock Option
granted to a 10% Stockholder will not be less than 110% of the Fair Market
Value on the date of grant.


 


(c)  Exercisability.
 Stock Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee and as set forth in Section 10. The Committee
intends generally to provide that Stock Options be exercisable only in
installments, i.e., that
they vest over time, typically over a [three]-year period.  The Committee may waive such installment
exercise provisions at any time at or after the time of grant in whole or in
part, based upon such factors as the Committee determines.


 


(d)  Method
of Exercise.  Subject to whatever
installment, exercise and waiting period provisions are applicable in a
particular case, Stock Options may be exercised in whole or in part at any time
during the term of the Option by giving written notice of exercise to the
Company specifying the number of shares of Common Stock to be purchased. Such
notice shall be accompanied by payment in full of the purchase price, which
shall be in cash or, if provided in the Agreement, either in shares of Common
Stock (including Restricted
Stock and other contingent awards under this Plan) or partly in cash and partly
in such Common Stock, or such other means which the Committee determines are
consistent with the Plan’s purpose and applicable law. Cash payments shall be
made by wire transfer, certified or bank check or personal check, in each case
payable to the order of the Company; provided, however, that the Company shall
not be required to deliver certificates for shares of Common Stock with respect
to which an Option is exercised until the Company has confirmed the receipt of
good and available funds in payment of the purchase price thereof (except that,
in the case of an exercise arrangement approved by the Committee and described
in the last sentence of this paragraph, payment may be made as soon as
practicable after the exercise).  The Committee may permit a Holder to
elect to pay the Exercise Price upon the exercise of a Stock Option by
irrevocably authorizing a third party to sell shares of Common Stock (or a
sufficient portion of the shares) acquired upon exercise of the Stock
Option and remit to the Company a sufficient portion of the sale proceeds to
pay the entire Exercise Price and any tax withholding resulting from such
exercise.


 

















 


(e)  Stock
Payments.  Payments in the form of
Common Stock shall be valued at the Fair Market Value on the date of exercise.
Such payments shall be made by delivery of stock certificates in negotiable
form that are effective to transfer good and valid title thereto to the
Company, free of any liens or encumbrances. A Holder shall have none of the
rights of a Stockholder with respect to the shares subject to the Option until
such shares shall be transferred
to the Holder upon the exercise of the Option.


 


(f)  Transferability.
 Except as may be set forth in the next
sentence of this Section or in the Agreement, no Stock Option shall be
transferable by the Holder other than by will or by the laws of descent and
distribution, and all Stock Options shall be exercisable, during the Holder’s
lifetime, only by the
Holder (or, to the extent of legal incapacity or incompetency, the Holder’s
guardian or legal representative). Notwithstanding the foregoing, a Holder,
with the approval of the Committee, may transfer a Non-Qualified Stock Option (i) (A) by
gift, for no consideration, or (B) pursuant to a domestic relations order,
in either case, to or for the benefit of the Holder’s “Immediate Family” (as
defined below), or (ii) to an entity in which the Holder and/or members of
Holder’s Immediate Family own more than fifty percent of the voting interest,
in exchange for an interest in that entity, subject to such limits as the
Committee may establish and the execution of such documents as the Committee
may require, and the transferee shall remain subject to all the terms and
conditions applicable to the Non-Qualified Stock Option prior to such transfer.
The term “Immediate Family” shall mean any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law, including adoptive relationships, any person sharing the Holder’s
household (other than a tenant or employee), a trust in which these persons
have more than fifty percent beneficial interest, and a foundation in
which these persons (or the Holder) control the management of the assets.  The Committee may, in its sole discretion,
permit transfer of an Incentive Stock Option in a manner consistent with
applicable tax and securities law upon the Holder’s request.


 


(g)  Termination
by Reason of Death.  If a Holder’s
employment by, or association with, the Company or a Subsidiary terminates by
reason of death, any Stock Option held by such Holder, unless otherwise
determined by the Committee and set forth in the Agreement, shall thereupon
automatically terminate, except that the portion of such Stock Option that has
vested on the date of death may thereafter be exercised by the legal
representative of the estate
or by the legatee of the Holder under the will of the Holder, for a period of
one year (or such other greater or lesser period as the Committee may specify
in the Agreement) from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is shorter.


 


(h)  Termination
by Reason of Disability.  If a Holder’s
employment by, or association with, the Company or any Subsidiary terminates by
reason of Disability, any Stock Option held by such Holder, unless otherwise
determined by the Committee and set forth in the Agreement, shall thereupon
automatically terminate, except that the portion of such Stock Option that has
vested on the date of termination may thereafter be exercised by the Holder for
a period of one year (or such other greater or lesser period as the Committee may specify in
the Agreement) from the date of such termination or until the expiration of the
stated term of such Stock Option, whichever period is shorter.


 

















 


(i)  Termination
by Reason of Normal Retirement.  Subject
to the provisions of Section 14.3, if such Holder’s employment by, or
association with, the Company or any Subsidiary terminates due to Normal
Retirement, any Stock Option held by such Holder, unless otherwise determined
by the Committee and set forth in the Agreement, shall thereupon automatically
terminate, except that the portion of such Stock Option that has vested on the
date of termination may thereafter be exercised by the Holder for a period of
one year (or such other greater or lesser period as the Committee may specify
in the Agreement) from
the date of such termination or until the expiration of the stated term of such
Stock Option, whichever period is shorter.


 


(j)  Other
Termination.  Subject to the
provisions of Section 14.3, if such Holder’s employment by, or association
with, the Company or any Subsidiary terminates for any reason other than death,
Disability or Normal Retirement, any Stock Option held by such Holder, unless
otherwise determined by the Committee and set forth in the Agreement, shall
thereupon automatically terminate, except that, if the Holder’s employment is
terminated by the Company or a Subsidiary without cause, the portion of such
Stock Option that has vested on the date of termination may thereafter be exercised by
the Holder for a period of three months (or such other greater or
lesser period as the Committee may specify in the Agreement) from the date of such termination or
until the expiration of the stated term of such Stock Option, whichever period
is shorter.


 


(k)  Additional
Incentive Stock Option Limitation.  In
the case of an Incentive Stock Option, the aggregate Fair Market Value (on the
date of grant of the Option) with respect to which Incentive Stock Options
become exercisable for the first time by a Holder during any calendar year
(under all such plans of the Company and its Parent and Subsidiaries) shall not
exceed $100,000.


 


(l)  Buyout
and Settlement Provisions.  The
Committee may at any time, in its sole discretion, offer to repurchase a Stock
Option previously granted, based upon such terms and conditions as the
Committee shall establish and communicate to the Holder at the time that such
offer is made.


 


Section 6.  Stock
Appreciation Rights.


 


6.1.
 Grant and Exercise.  Subject to the terms and conditions of the
Plan, the Committee may grant Stock Appreciation Rights in tandem with an
Option or alone and unrelated to an Option. The Committee may grant
Stock Appreciation Rights to participants who have been or are being granted
Stock Options under the Plan as a means of allowing such participants to exercise their
Stock Options without the need to pay the exercise price in cash. In the case
of a Non-qualified Stock Option, a Stock Appreciation Right may be granted
either at or after the time of the grant of such Non-qualified Stock Option.
In the case of an Incentive Stock Option, a Stock Appreciation Right may be
granted only at the time of the grant of such Incentive Stock Option.


 


6.2.
 Terms and Conditions.  Stock Appreciation Rights shall be subject to
the following terms and conditions:


 


(a)  Exercisability.
 Stock Appreciation Rights shall be
exercisable as shall be determined by the Committee and set forth in the
Agreement, subject to the limitations, if any, imposed by the Code with respect
to related Incentive Stock Options.


 


(b)  Termination.
 A Stock Appreciation Right shall
terminate and shall no longer be exercisable upon the termination or after the
exercise of the related Stock Option.


 

















 


(c)  Method
of Exercise.  Stock Appreciation
Rights shall be exercisable upon such terms and conditions as shall be
determined by the Committee and set forth in the Agreement and by surrendering
the applicable portion of the related Stock Option. Upon such exercise and
surrender, the Holder shall be entitled to receive a number of shares of Common Stock equal to the SAR Value
divided by the Fair Market Value on the date the Stock Appreciation Right is
exercised.


 


(d)  Shares
Affected Upon Plan.  The granting of
a Stock Appreciation Right shall not affect the number of shares of Common
Stock available for awards under the Plan. The number of shares available for
awards under the Plan will, however, be reduced by the number of shares of
Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation
Right relates.


 


Section 7.  Restricted
Stock.


 


7.1.
 Grant.  Shares of Restricted Stock may be awarded
either alone or in addition to other awards granted under the Plan. The
Committee shall determine the eligible persons to whom, and the time or times
at which, grants of Restricted Stock will be awarded, the number of shares to
be awarded, the price (if any) to be paid by the Holder, the time or times within which such awards may be subject to
forfeiture (“Restriction Period”), the vesting schedule and rights to
acceleration thereof and all other terms and conditions of the awards.  Notwithstanding anything to the contrary
elsewhere in this Plan, for purposes of determining the number of Shares
available for awards pursuant to Section 3.1, each share of Common Stock
subject to a Restricted Stock award shall be deemed to be 1.5 Shares.


 


7.2.
 Terms and Conditions.  Each Restricted Stock award shall be subject
to the following terms and conditions:


 


(a)  Certificates.
 Restricted Stock, when issued, will be
represented by a stock certificate or certificates registered in the name of
the Holder to whom such Restricted Stock shall have been awarded. During the
Restriction Period, certificates representing the Restricted Stock and any
securities constituting Retained Distributions (as defined below) shall bear a
legend to the effect that ownership of the Restricted Stock (and such Retained Distributions)
and the enjoyment of all rights appurtenant thereto are subject to the
restrictions, terms and conditions provided in the Plan and the Agreement. Such
certificates shall be deposited by the Holder with the Company, together with
stock powers or other instruments of assignment, each endorsed in blank, which
will permit transfer to the Company of all or any portion of the Restricted
Stock and any securities constituting Retained Distributions that shall be
forfeited or that shall not become vested in accordance with the Plan and the
Agreement.


 


(b)  Rights
of Holder.  Restricted Stock shall
constitute issued and outstanding shares of Common Stock for all corporate
purposes. The Holder will have the right to vote such Restricted Stock and to
exercise all other rights, powers and privileges of a holder of Common Stock
with respect to such Restricted Stock, with the exceptions that (i) the Holder will not be
entitled to delivery of the stock certificate or certificates representing such
Restricted Stock until the Restriction Period shall have expired and unless all
other vesting requirements with respect thereto shall have been fulfilled; (ii) the
Company will retain custody of the stock certificate or certificates
representing the Restricted Stock during the Restriction Period; (iii) the
Company will retain custody of all dividends and distributions (“Retained Distributions”)
made, paid or declared with respect to the Restricted Stock (and such Retained
Distributions will be subject to the same restrictions, terms and conditions as
are applicable to the Restricted Stock) until such time, if ever, as the
Restricted Stock with respect to which such Retained Distributions shall have
been made, paid or declared shall have become vested and with respect to which
the Restriction Period shall have expired; (iv) a breach of any of the
restrictions, terms or conditions contained in this Plan or the Agreement or
otherwise established by the Committee with respect to any Restricted Stock or
Retained Distributions will cause a forfeiture of such Restricted
Stock and any Retained Distributions with respect thereto.


 

















 


(c)  Vesting;
Forfeiture.  Upon the expiration of
the Restriction Period with respect to each award of Restricted Stock and the
satisfaction of any other applicable restrictions, terms and conditions (i) all
or part of such Restricted Stock shall become vested in accordance with the
terms of the Agreement, and (ii) any Retained Distributions with respect
to such Restricted Stock shall become vested to the extent that the Restricted Stock
related thereto shall have become vested. Any such Restricted Stock and Retained
Distributions that do not vest shall be forfeited to the Company and the Holder
shall not thereafter have any rights with respect to such Restricted
Stock and Retained Distributions that shall have been so forfeited.


 


Section 8.  [Intentionally
Omitted.]


 


Section 9.  Other
Stock-Based Awards.


 


Other
Stock-Based Awards may be awarded, subject to limitations under applicable law, that are denominated
or payable in, valued in whole or in part by reference to, or otherwise based
on or related to, shares of Common Stock, as deemed by the Committee to be
consistent with the purposes of the Plan, including, without limitation,
purchase rights, shares of Common Stock awarded which are not subject to any
restrictions or conditions, convertible or exchangeable debentures, or other
rights convertible into shares of Common Stock and awards valued by reference
to the value of securities of or the performance of specified Subsidiaries. These other
stock-based awards may include performance shares or options, whose award is
tied to specific performance criteria. Other Stock-Based Awards may be awarded
either alone or in
addition to or in tandem with any other awards under this Plan or any other
plan of the Company. Each other Stock-Based Award shall be subject to such terms
and conditions as may be determined by the Committee.


 


Section 10.  Accelerated
Vesting and Exercisability.


 


10.1.
 Non-Approved Transactions.  If
any one person, or more than one person acting as a group, acquires the
ownership of stock of the Company that, together with the stock held by such
person or group, constitutes more than 50% of the total fair market value or
combined voting power of the stock of the Company, and the Board does not
authorize or otherwise approve such acquisition, then the vesting periods of
any and all Stock Options and other awards granted and outstanding under the
Plan shall be accelerated and all such Stock Options and awards will
immediately and entirely vest, and the respective holders thereof will have the
immediate right to purchase and/or receive any and all Common Stock subject to
such Stock Options and awards on the terms set forth in this Plan and the
respective agreements respecting such Stock Options and awards. An increase in
the percentage of stock owned by any one person, or persons acting as a group,
as a result of a transaction in which the Company acquires its stock in
exchange for property is not treated as an acquisition of stock.


 


10.2.
 Approved Transactions.  The Committee may, in the event of an
acquisition by any one person, or more than one person acting as a group,
together with acquisitions during the 12-month period ending on the date of the
most recent acquisition by such person or persons, of assets from the Company
that have a total gross fair market value equal to or more than 50% of the
total gross fair market value of 


 

















 


all of the assets of the
Company immediately before such acquisition or acquisitions, or if any one
person, or more than one person acting as a group, acquires the ownership of stock
of the Company that, together with the stock held by such person or group,
constitutes more than 50% of the total fair market value or combined voting
power of the stock of the Company, which has been approved by the Company’s
Board of Directors, (i) accelerate the vesting of any and all Stock
Options and other awards granted and outstanding under the Plan, or (ii) require
a Holder of any award granted under this Plan to relinquish such award to the
Company upon the tender by the Company to Holder of cash in an amount equal to
the Repurchase Value of such award. For this purpose, gross fair market value
means the value of the assets of the Company, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such
assets.


 


10.3.
 Code Section 409A.  Notwithstanding any provisions of this Plan or
any award granted hereunder to the contrary, no acceleration shall occur with
respect to any award
to the extent such acceleration would cause the Plan or an award granted
hereunder to fail to comply with Code Section 409A.


 


Section 11.  [Intentionally Omitted.]


 


Section 12.  Amendment and
Termination.


 


The
Board may at any time, and from time to time, amend alter, suspend or
discontinue any of the provisions of the Plan, but no amendment, alteration,
suspension or discontinuance shall be made that would impair the rights of a Holder under any
Agreement theretofore entered into hereunder, without the Holder’s consent,
except as set forth in this Plan.


 


Section 13.  Term of Plan.


 


13.1.
 Effective Date.  The Plan shall be effective as of the date of
the closing of the merger of
Primoris Corporation, a Nevada corporation, into the Company.


 


13.2.
 Termination Date.  Unless terminated by the Board, this Plan
shall continue to remain effective until such time as no further awards may be
granted and all awards granted
under the Plan are no longer outstanding. Notwithstanding the foregoing, grants
of Incentive Stock Options may be made only during the ten-year period
beginning on the Effective Date.


 


Section 14.  General
Provisions.


 


14.1.
 Written Agreements.  Each award granted under the Plan shall be confirmed by, and
shall be subject to the terms of, the Agreement executed by the Company and the
Holder, or such other document as may be determined by the Committee. The
Committee may terminate any award made under the Plan if the Agreement relating
thereto is not executed and returned to the Company within 10 days after the
Agreement has been delivered to the Holder for his or her execution.


 


14.2.
 Unfunded Status of Plan.  The Plan is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a Holder by the
Company, nothing contained herein shall give any such Holder any rights that
are greater than those of a general creditor of the Company.


 

















 


14.3.
 Employees.


 


(a)  Engaging
in Competition With the Company; Solicitation of Customers and Employees;
Disclosure of Confidential Information.  If a Holder’s employment with the Company or a
Subsidiary is terminated for any reason whatsoever, and within 12 months after the date thereof such Holder either (i) accepts
employment with any competitor of, or otherwise engages in competition with,
the Company or any of its Subsidiaries, (ii) solicits any customers or
employees of the Company or any of its Subsidiaries to do business with or
render services to the Holder or any business with which the Holder becomes
affiliated or to which the Holder renders services or (iii) uses or
discloses to anyone outside the Company any confidential information or
material of the Company or any of its Subsidiaries in violation of the Company’s
policies or any agreement between the Holder and the Company or any of its
Subsidiaries, the Committee, in its sole discretion, may require such Holder to
return to the Company the economic value of any award (profit) that was
realized or obtained by such Holder at any time during the period beginning on
the date that is six months prior to the date such Holder’s employment with the
Company is terminated. In such event, Holder agrees to remit to the Company, in
cash, an amount equal to the difference between the Fair Market Value of the
Shares on the date of termination (or the sales price of such Shares if the
Shares were sold during such six month period) and the price the Holder paid
the Company for such Shares.


 


(b)  Termination
for Cause.  If a Holder’s employment
with the Company or a Subsidiary is terminated for cause, the Committee may, in
its sole discretion,
require such Holder to return to the Company the economic value of any award
(profit) that was realized or obtained by such Holder at any time during the
period beginning on that date that is six months prior to the date such Holder’s
employment with the Company is terminated. In such event, Holder agrees to
remit to the Company, in cash, an amount equal to the difference between the
Fair Market Value of the Shares on the date of termination (or the sales price
of such Shares if the Shares were sold during such six month period) and the
price the Holder paid the Company for such Shares.


 


(c)  No
Right of Employment.  Nothing
contained in the Plan or in any award hereunder shall be deemed to confer upon
any Holder who is an employee of the Company or any Subsidiary any right to continued employment
with the Company or any Subsidiary, nor shall it interfere in any way with the
right of the Company or any Subsidiary to terminate the employment of any
Holder who is an employee at any time.


 


14.4.
 Investment Representations; Company
Policy.  The Committee may require
each person acquiring shares of Common Stock pursuant to a Stock Option or
other award under the Plan to represent to and agree with the Company in
writing that the Holder is acquiring the shares for investment without a view to distribution
thereof. Each person acquiring shares of Common Stock pursuant to a Stock
Option or other award under the Plan shall be required to abide by all policies
of the Company in effect at the time of such acquisition and thereafter with
respect to the ownership and trading of the Company’s securities.


 


14.5.
 Additional Incentive Arrangements.
 Nothing contained in the Plan shall
prevent the Board from adopting such other or additional incentive arrangements
as it may deem
desirable, including, but not limited to, the granting of Stock Options and the
awarding of Common Stock and cash otherwise than under the Plan; and such
arrangements may be either generally applicable or applicable only in specific
cases.


 

















 


14.6.
 Withholding Taxes.  Not later than the date as of which an amount
must first be included in the gross income of the Holder for Federal income tax
purposes with respect to any Stock Option or other award under the Plan, the
Holder shall pay to the Company, or make arrangements satisfactory to the Committee
regarding the payment of, any Federal, state and local taxes of any kind
required by law to be withheld or paid with respect to such amount. If
permitted by the Committee, tax withholding or payment obligations may be
settled with Common Stock, including Common Stock that is part of the award
that gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditioned upon such payment or arrangements and the
Company or the Holder’s employer (if not the Company) shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the Holder from the Company or any Subsidiary.


 


14.7.
 Governing Law.  The Plan and all awards made and actions taken thereunder shall
be governed by and construed in accordance with the law of the State of
Delaware (without regard to choice of law provisions).


 


14.8.
 Other Benefit Plans.  Any award granted under the Plan shall not be
deemed compensation
for purposes of computing benefits under any retirement plan of the Company or
any Subsidiary and shall not affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of
benefits is related to the level of compensation (unless required by specific
reference in any such other plan to awards under this Plan).


 


14.9.
 Non-Transferability.  Except as otherwise expressly provided in the
Plan or the Agreement, no right or benefit under the Plan may be alienated, sold, assigned, hypothecated,
pledged, exchanged, transferred, encumbranced or charged, and any attempt to
alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or
charge the same shall be void.


 


14.10.
 Applicable Laws.  The obligations of the Company with respect to all Stock
Options and awards under the Plan shall be subject to (i) all applicable
laws, rules and regulations and such approvals by any governmental
agencies as may be required, including, without limitation, the Securities Act,
and (ii) the rules and regulations of any securities exchange on
which the Common Stock may be listed.


 


14.11.
 Conflicts.  If any of the terms or provisions of the Plan
or an Agreement conflict with the requirements of Section 422 of the Code, then
such terms or provisions shall be deemed inoperative to the extent they so
conflict with such requirements. Additionally, if this Plan or any Agreement
does not contain any provision required to be included herein under Section 422
of the Code, such provision shall be deemed to be incorporated herein and
therein with the same force and effect as if such provision had been set out at
length herein and therein. If any of the terms or provisions of any Agreement
conflict with any terms or provisions of the Plan, then such terms or
provisions shall be deemed inoperative to the extent they so conflict with the
requirements of the Plan. Additionally, if any Agreement does not contain any
provision required to be included therein under the Plan, such provision shall
be deemed to be incorporated therein with the same force and effect as if such
provision had been set out at length therein.


 


14.12.
 Certain Awards Deferring or
Accelerating the Receipt of Compensation.  To the extent applicable, all awards granted,
and all agreements entered into, under the Plan are intended to comply with Section 409A
of the Code, which was added by the American Jobs Creation Act of 2004 and
relates to deferred compensation under nonqualified deferred compensation plans. The Committee, in
administering the Plan, intends, and the parties entering into any agreement
intend, to restrict provisions of any awards that may constitute deferred
receipt of compensation subject to Code Section 409A requirements to those
consistent with this Section. The Board may amend the Plan to comply with Code Section 409A
in the future.


 


14.13.
 Non-Registered Stock.  The shares of Common Stock to be distributed
under this Plan have not been, as of the Effective Date, registered under the Securities Act or
any applicable state or foreign securities laws and the Company has no
obligation to any Holder to register the Common Stock or to assist the Holder
in obtaining an exemption from the various registration requirements, or to
list the Common Stock on a national securities exchange or any other trading or
quotation system, including the Nasdaq Stock Market.