Exhibit 10.4


 


MYR GROUP INC.


 


RESTRICTED STOCK AWARD AGREEMENT


(Independent Director)


 


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 a member of the
Board 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 a Change in Control occurs while Grantee is a member of the
Board.


 


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 


 


1

















 


shares of Restricted Stock covered by this Agreement shall be forfeited
automatically and without further notice on the date that Grantee ceases to be
a member of the Board prior to the third  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 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 


 


2

















 


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.


 


3

















 


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:

  	
   

  



 


4

















 


Exhibit A


 


Time Based Restricted Stock Vesting Schedule


Grant of Date [     ]


 


	
  Date

  	
   

  	
  Total Shares of Restricted Stock Vested

  
	
  [     ]

  	
   

  	
   

  
	
  [     ]

  	
   

  	
   

  
	
  [     ]

  	
   

  	
   

  



 


5