Exhibit 10.2


 


MYR GROUP INC.


 


RESTRICTED STOCK AWARD AGREEMENT


(Named Executive Officer)


 


This
AGREEMENT (this “Agreement”) is made as of [         ]
(the “Date of Grant”), by and between MYR Group Inc., a Delaware corporation
(the “Company”), and [                           ]
(“Grantee”).


 


1.                                       Grant of
Restricted Stock.  Pursuant to
the MYR Group Inc. 2007 Long-Term Incentive Plan (the “Plan”) and subject to
the terms and conditions thereof and the terms and conditions hereinafter set
forth, the Company hereby grants to Grantee [        ]
shares of Common Stock (the “Restricted Stock”).


 


2.                                       Rights of
Grantee.  The shares of Restricted Stock
subject to this grant shall be fully paid and nonassessable and shall be either
(a) represented by certificates held in custody by the Company until all
restrictions thereon have lapsed, together with a stock power or powers
executed by the Grantee in whose name such certificates are registered,
endorsed in blank and covering such shares of Restricted Stock, or (b) held
at the Company’s transfer agent in book entry form with appropriate
restrictions relating to the transfer of such shares of Restricted Stock, and
endorsed with an appropriate legend referring to the restrictions hereinafter
set forth.  Grantee shall have all the
rights of a stockholder with respect to such shares, including the right to
vote the shares and receive all dividends and other distributions paid or made
with respect thereto.


 


3.                                       Restrictions on
Transfer of Shares of Restricted Stock.  The shares of Restricted Stock may not be
transferred, assigned or subject to any encumbrance, pledge or charge, until
the shares of Restricted Stock have vested as provided in Sections 4 and
5 hereof; provided, however, that the Grantee’s rights
with respect to the Restricted Shares may be transferred by will or pursuant to
the laws of descent and distribution. 
Any purported transfer in violation of the provisions of this Section 3
shall be void, and the other party to any such purported transaction shall not
obtain any rights to or interest in the Restricted Shares.


 


4.                                       Vesting of
Restricted Shares.  Subject to
the terms and conditions of this Agreement and the Plan, the shares of
Restricted Stock shall vest in accordance with the vesting schedule set forth
on Exhibit A hereto provided the Grantee remains continuously
employed by the Company until the applicable vesting dates listed on Exhibit A.


 


5.                                       Accelerated
Vesting of Restricted Shares.  Notwithstanding the provisions of Section 4
hereof, the shares of Restricted Stock covered by this Agreement shall become
immediately vested in full if any of the following circumstances apply:


 


(a)                                  Termination without Cause or
Good Reason:  Grantee’s
termination of employment without “Cause” or with “Good Reason” (as each term
is defined in 


 


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the Grantee’s Employment Agreement with the Company, dated March 11,
2010, as may be amended from time to time (the “Employment Agreement”)).


 


(b)                                 Death or Disability:  Grantee dies or upon his Disability (as such
term is defined in the Employment Agreement).


 


(c)                                  Change in Control:  A Change in Control occurs while Grantee is
an employee of the Company.


 


6.                                       Forfeiture of
Shares.  Except to the extent the
shares of Restricted Stock covered by this Agreement have vested pursuant to Sections
4 or 5 hereof, Grantee’s right to receive the shares of Restricted
Stock covered by this Agreement shall be forfeited automatically and without
further notice on the date that Grantee ceases to be an employee of the Company
or a Subsidiary prior to the fifth  anniversary
of the Date of Grant for any reason other than as described in Section 5.


 


7.                                       No Employment
Contract.  Nothing
contained in this Agreement shall (a) confer upon Grantee any right to be
employed by or remain employed by the Company, or (b) limit or affect in
any manner the right of the Company to terminate the employment of Grantee at
any time.


 


8.                                       Withholding
Taxes.  To the extent that the Company
is required to withhold any federal, state, local or foreign taxes in
connection with any delivery of shares of Restricted Stock to the Grantee, and
the amounts available to the Company for such withholding are insufficient, it
shall be a condition to the receipt of such delivery that the Grantee shall pay
such taxes or make arrangements that are satisfactory to the Company for
payment thereof.  The Grantee may elect
that all or any part of such withholding requirement be satisfied by retention
by the Company of a portion of the shares of Restricted Stock delivered to the
Grantee.  If such election is made, the
shares so retained shall be credited against such withholding requirement at
the Fair Market Value on the date of such delivery.  In no event, however, shall the Company
accept shares for payment of taxes in excess of required tax withholding rates.


 


9.                                       Restrictive
Covenants.  If the
Grantee engages in any conduct in breach of any noncompetition, nonsolicitation
or confidentiality obligations to the Company under any agreement, policy or
plan, then such conduct shall also be deemed to be a breach of the terms of the
Plan and this Agreement. Upon such breach, Grantee’s right to receive the
shares of Restricted Stock covered by this Agreement shall be forfeited
automatically and without further notice and, if and to the extent any shares
of Restricted Stock covered by this Agreement have vested pursuant to Sections
4 or 5 within a period of 18 months prior to such breach, the
Grantee shall be required to return to the Company, upon demand, such shares or
the net proceeds of any sales.  For
purposes of this Section 9, net proceeds shall mean the amount
realized upon the disposition of the shares, less any applicable taxes withheld
by the Company.


 


10.                                 Recovery of Restricted Stock.  If (a) the Company restates any part of
its financial statements for any fiscal year or years during which the shares
of Restricted Stock 


 


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covered
by this Agreement have been granted due to material noncompliance with any
financial reporting requirement under the U.S. securities laws applicable to
such fiscal year or years (a “Restatement”) and (b) the Committee
determines that Grantee is personally responsible for causing the Restatement
as a result of Grantee’s personal misconduct or any fraudulent activity on the
part of Grantee, then the Committee has discretion to, based on applicable
facts and circumstances and subject to applicable law, cause the Grantee’s
right to receive the shares of Restricted Stock covered by this Agreement to be
forfeited automatically and without further notice and, if and to the extent
any shares of Restricted Stock covered by this Agreement have vested pursuant
to Sections 4 or 5 within a period of 18 months prior to the
Restatement, the Grantee shall be required to return to the Company, upon
demand, such shares or the net proceeds of any sales.  For purposes of this Section 10,
net proceeds shall mean the amount realized upon the disposition of the shares,
less any applicable taxes withheld by the Company.


 


11.                                 Relation to
Plan.  This Agreement is subject to
the terms and conditions of the Plan.  In
the event of any inconsistency between the provisions of this Agreement and the
Plan, the Plan shall govern.  The
Committee acting pursuant to the Plan, as constituted from time to time, shall,
except as expressly provided otherwise herein or in the Plan, have the right to
determine any questions that arise in connection with the grant of shares of
Restricted Stock.


 


12.                                 Miscellaneous. All decisions
or interpretations of the Committee with respect to any question arising under
the Plan or this Agreement shall be binding, conclusive and final. The waiver
by the Company of any provision of this Agreement shall not operate as or be
construed to be a subsequent waiver of the same provision or of any other
provision of this Agreement.  Grantee
agrees to execute such other agreements, documents or assignments as may be
necessary or desirable to effect the purposes of this Agreement.


 


13.                                 Capitalized
Terms. All capitalized terms used in this Agreement that are not defined
herein shall have the meanings given them in the Plan unless the context
clearly requires otherwise.


 


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


 


	
   

  	
  MYR GROUP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: William A. Koertner

  
	
   

  	
   

  	
  Title: Chairman of the
  Board

  



 


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


 


 


	
   

  	
   

  
	
   

  	
  Grantee

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


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Exhibit A


 


Time Based Restricted Stock Vesting Schedule


Grant of Date [     ]


 


	
  Date

  	
   

  	
  Total Shares of Restricted Stock Vested

  	
   

  
	
  [     ]

  	
   

  	
   

  	
   

  
	
  [     ]

  	
   

  	
   

  	
   

  
	
  [     ]

  	
   

  	
   

  	
   

  
	
  [     ]

  	
   

  	
   

  	
   

  
	
  [     ]

  	
   

  	
   

  	
   

  



 


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