Exhibit 10.2


 


MYR Group Inc. 2006 Stock Option Plan


 


NOTICE OF GRANT


(Amended May 12, 2009)


 


MYR Group Inc. (the “Company”), pursuant to the MYR
Group Inc. 2006 Stock Option Plan (the “Plan”), hereby grants to the employee
named below (the “Employee”) an option to purchase shares of the common stock
of the Company (“Shares”) subject to the terms and conditions set forth below
and subject to the terms and conditions set forth in the Plan, all of which are
incorporated herein in their entirety.  A
copy of the Plan is attached to this Notice of Grant.  Capitalized terms not otherwise defined herein
shall have the same meanings as set forth in the Plan.  In the event of a conflict or inconsistency
between the terms and provisions of the Plan and those contained in this Notice
of Grant, the terms and provisions set forth in the Plan shall govern and
control.


 


1.  Employee.  This Option is granted to                                      .


 


2.  Date of Grant.  The Date of Grant of this
Option is                     ,
2006.


 


3.  Type of Option.  This Option is a
nonqualified stock option.  It will not
be treated as an “incentive stock option” within the meaning of section 422(b) of
the Code.


 


4.  Number of Shares.  The total number of Shares
subject to this Option is           
Shares.


 


5.  Exercise Price.  Shares may be purchased upon
exercise of this Option at an exercise price of $              
per Share.


 


6.  Vesting.  This Option will vest and
become exercisable when the time and performance requirements specified in Section 5(e) of
the Plan have been satisfied.


 


7.  Exercise.  After the vesting
requirements for any portion of this Option have been satisfied, the Option may
be exercised at any time, and from time to time, during the term of the Option,
as to any or all of the Shares that remain subject to the Option at the time of
exercise, provided that the Employee is still employed with the Company or any
of its Affiliates at the time of exercise.


 


8.  Term.  The term during which this
Option may be exercised is the period beginning on the Date of Grant and ending
on the 10th anniversary of the Date of Grant.  This Option will expire on, and may not be
exercised after, the 10th anniversary of the Date of Grant.


 


9.  Termination of Employment.  Upon the Employee’s Termination of Employment,
(i) the portion of this Option that had not become vested prior to the
date of the Employee’s Termination of Employment shall be forfeited as of such
date; and (ii) the portion of this Option that was vested but unexercised on
such date (A) shall continue to be exercisable for a period of 90 days
after such date, if the Employee’s Termination of Employment occurs by reason
of death, permanent and total disability, Retirement or termination by the
Company for any reason other than for Cause or (B) shall be forfeited 


 


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as of such date, if the
Employee’s Termination of Employment occurs for any  reason other than death, permanent and total
disability, Retirement or termination by the Company for any reason other than
for Cause.


 


10.  Method of Exercise.  This Option must be
exercised in the manner set forth in Section 5(i) of the Plan.  To obtain a copy of the form of notice that
must be filed with the Company to exercise this Option, or to obtain
information as to the methods of payment of the exercise price that may be
available at the time of exercise, contact:


 


Mr. Gary
B. Engen


Secretary


MYR
Group Inc.


1701
W. Golf Rd., Suite 1012


Rolling
Meadows, IL  60008


303-853-7642


gengen@myrgroup.com


 


11.  Additional Conditions for
Exercise.  [REMOVED]


 


12.  Other Terms.


 


(a)           Option Plan.  In addition to the terms and
conditions specifically set forth in this Notice, this Option shall be subject
to all of the other terms and provisions to the Plan, as in effect from time to
time.  The Plan may be amended at any
time to change any of its terms and provisions, and any such amendment shall
automatically constitute an amendment of the terms and conditions of this
Option.  Notwithstanding the foregoing,
no amendment of the Plan or this Option shall adversely affect the rights of
the holder of this Option without the holder’s consent.


 


(b)           Accredited
Investor.  [REMOVED]


 


 


	
   

  	
  MYR
  GROUP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


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