Exhibit
10.3


 


MYR GROUP INC.


 


PERFORMANCE SHARES 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
Performance Shares.  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 [                   ]
Performance Shares (the “Target Performance Shares”), payment of which depends
on the Company’s performance as set forth in this Agreement and as communicated
to the Grantee by the Committee (the “Statement of Performance Goals” Exhibit A
hereto).


 


2.                                       Earning of
Target Performance Shares.


 


(a)                                  Performance Measure:  The Grantee’s right to receive all of, any
portion of, or more than, the Target Performance Shares will be contingent upon
the achievement of specified levels of the Company’s Return on Equity  (“ROE”), as set forth in the Statement of
Performance Goals and will be measured over the period from January 1, 2010
through December 31, 2012 (the “Performance Period”).


 


(b)                                 Below Threshold:  If, upon the conclusion of the Performance
Period, ROE for the Performance Period falls below the threshold level, as set
forth in the Performance Matrix contained in the Statement of Performance
Goals, no Performance Shares for the Performance Period shall become earned.


 


(c)                                  Threshold:  If, upon the conclusion of the Performance
Period, ROE for the Performance Period equals the threshold level, as set forth
in the Performance Matrix contained in the Statement of Performance Goals, 50%
of the Target Performance Shares for the Performance Period shall become
earned.


 


(d)                                 Between Threshold and Target:  If, upon the conclusion of the Performance
Period, ROE exceeds the threshold level, but is less than the target level, as
set forth in the Performance Matrix contained in the Statement of Performance
Goals, the Target Performance Shares shall become earned based on performance
during the Performance Period, as determined by mathematical straight-line
interpolation between 50% of the Target Performance Shares and 100% of the Target
Performance Shares.


 


(e)                                  Target:  If, upon the conclusion of the Performance
Period, ROE for the Performance Period equals the target level, as set forth in
the Performance Matrix 


 


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contained in the Statement of Performance Goals, 100% of the Target
Performance Shares for the Performance Period shall become earned.


 


(f)                                    Between Target and Maximum:  If, upon the conclusion of the Performance
Period, ROE exceeds the target level, but is less than the maximum level, as
set forth in the Performance Matrix contained in the Statement of Performance
Goals, the Target Performance Shares shall become earned based on performance
during the Performance Period, as determined by mathematical straight-line
interpolation between 100% of the Target Performance Shares and 200% of the
Target Performance Shares.


 


(g)                                 Equals or Exceeds Maximum:  If, upon the conclusion of the Performance
Period, ROE for the Performance Period equals or exceeds the maximum level, as
set forth in the Performance Matrix contained in the Statement of Performance
Goals, 200% of the Target Performance Shares shall become earned.


 


(h)                                 Conditions; Determination of
Earned Award:  Except as
otherwise provided herein, the Grantee’s right to receive any Performance
Shares is contingent upon his or her remaining in the continuous employ of the
Company or a Subsidiary through the end of the Performance Period.  Following the Performance Period, the
Committee shall determine whether and to what extent the goals relating to ROE
have been satisfied for the Performance Period and shall determine the percent
of Target Performance Shares that shall have become earned hereunder.


 


(i)                                     Determination Regarding ROE:  All
determinations involving ROE set forth in this Section 2 shall be
the arithmetic average of the ROE for the Performance Period calculated by
dividing the sum of the Company’s ROE for each fiscal year in the Performance
Period by the number of years in the Performance Period. ROE for each fiscal
year in the Performance Period shall be calculated by dividing the Company’s
Net Income by the beginning Stockholders’ Equity for that fiscal year, as
determined from the Company’s consolidated financial statements, net of
extraordinary events which may affect the calculation, where such extraordinary
events would generally be events that impact the Company’s results or financial
position in a manner that the Committee, in its discretion, determines produce
results that are not indicative of the Company’s ongoing operations, except where
such action would result in the loss of the otherwise available exemption of
the Performance Shares under Section 162(m) of the Internal Revenue
Code.  All determinations involving ROE
set forth in this Section 2 shall be calculated based on U.S.
Generally Accepted Accounting Principles in effect at the time ROE is
established without regard to any change in accounting standards that may be
required by the Financial Accounting Standards Board after the goals are
established.


 


3.                                       Pro Rata
Earning of Target Performance Shares.


 


(a)                                  Termination without Cause or
Good Reason, Death, Disability or Retirement:  Notwithstanding Section 2(h), if,
during the Performance Period, but before the 


 


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payment
of any Performance Shares as set forth in Section 5, the Grantee’s
employment is terminated without “Cause” or with “Good Reason” (as each term is
defined in the Grantee’s Amended and Restated Employment Agreement with the
Company, dated March 11, 2010, as may be amended from time to time (the “Employment
Agreement”)), the Grantee dies or in the event of his Disability (as such term
is defined in the Employment Agreement) while in the employ of the Company or
in the event of the retirement of the Grantee after having attained “normal
retirement age” (as such term is defined in the Social Security Act of 1935, as
amended, then the Grantee shall be entitled to receive such percent of the
Target Performance Shares as is determined pursuant to Section 2 at
the conclusion of the Performance Period as if the Grantee had remained in the
continuous employ of the Company through the end of the Performance Period,
based on the Company’s ROE performance during the Performance Period, prorated,
based on the number of whole months that Grantee was employed by the Company
during the Performance Period.


 


(b)                                 Change in Control:  Notwithstanding Section 2(h), if,
during the Performance Period, but before the payment of any Performance Shares
as set forth in Section 5, a Change in Control occurs while Grantee
is an employee of the Company, then the Grantee shall be entitled to receive
the Target Performance Shares provided for under Section 2(e).


 


4.                                       Forfeiture of
Award.  Except to the extent Grantee
has earned the right to receive Performance Shares pursuant to Sections 2
or 3 hereof, Grantee’s right to receive Performance Shares 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 last day
of the Performance Period or, in the event that Section 3(b) applies,
the date on which the Change in Control occurs.


 


5.                                       Payment of
Performance Shares.


 


(a)                                  Performance Shares earned as
provided in Section 2 or pursuant to Section 3(a) shall
be paid to Grantee or his or her executor or administrator, as the case may be,
in shares of Common Stock in the calendar year immediately following the close
of the Performance Period to which the award relates, but in no event later
than two and one-half (2 1/2) months after the close of the Performance Period.


 


(b)                                 The Target Performance
Shares earned pursuant to Section 3(b) shall be paid to
Grantee in shares of Common Stock as soon as practicable following the Change
in Control, but in no event later than two and one-half (2 1/2) months
following the end of the year in which the Change in Control occurs.


 


6.                                       Transferability.  Transferability shall be as set forth in the
Plan.


 


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 


 


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affect in any manner the
right of the Company to terminate the employment of Grantee at any time.


 


8.                                       Taxes and
Withholding.  To the
extent that the Company is required to withhold any federal, state, local or
foreign taxes in connection with the payment of any Performance Shares, and the
amounts available to the Company for such withholding are insufficient, it
shall be a condition to the payment of any Performance Shares that the Grantee
shall pay such taxes or make arrangements that are satisfactory to the Company
for the 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 Common Stock paid 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.                                       Rights of a
Stockholder.  The Grantee
shall not have any rights of a stockholder with respect to the Performance
Shares prior to the date such shares are earned.


 


10.                                 Payment of
Dividends.  No
dividends shall be accrued or earned with respect to any Performance Shares
until such Performance Shares are earned by the Grantee as provided in this
Agreement.


 


11.                                 Adjustments.  Notwithstanding any other provision hereof,
the Committee shall have authority to make adjustments in the terms and
conditions of, and the criteria included in, Performance Shares granted
hereunder, as set forth in the Plan.


 


12.                                 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
Performance Shares covered by this Agreement shall be forfeited automatically
and without further notice and to the extent that the Grantee has received
shares of Common Stock pursuant to Section 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 12, net
proceeds shall mean the amount realized upon the disposition of the shares,
less any applicable taxes withheld by the Company.


 


13.                                 Recovery of Performance Shares.
If (a) the Company restates any part of its financial statements for any
fiscal year or years covered by the Performance Period 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
Company to recover all or any portion (but no more than 100%) of the shares of
Common Stock paid or payable to Grantee for the Performance 


 


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Period.  The amount of any cash or shares recovered by
the Company under this Section 13 shall be limited to the amount by which
such shares payment exceeded the amount that would have been paid to or
received by Grantee had the Company’s financial statements for the applicable
restated fiscal year or years been initially filed as restated, as reasonably
determined by the Committee.


 


14.                                 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 Target
Performance Shares.


 


15.                                 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.


 


16.                                 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 and Grantee has executed this Agreement,
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 Performance Shares 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


 


Performance Shares


Statement of Performance Goals Performance Matrix


Performance Period [     ]
Through [     ]


 


	
  Threshold ROE

  Performance

  	
   

  	
  Target ROE

  Performance

  	
   

  	
  Maximum ROE

  Performance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  %

  	
   

  



 


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