**Exhibit14.1**

 

**CODE OF ETHICS**

 

**1.****                                    ****Introduction**

 

The Board of Directors of Primoris Services Corporationhas adopted this code of ethics (the “Code”), which is applicable to alldirectors, officers and employees, to:

 

·                  promote honest and ethical conduct, including the ethical handling ofactual or apparent conflicts of interest between personal and professionalrelationships;

 

·                  promote the full, fair, accurate, timely and understandable disclosure inreports and documents that the Company files with, or submits to, theSecurities and Exchange Commission (“SEC”), as well as in other publiccommunications made by or on behalf of the Company;

 

·                  promote compliance with applicable governmental laws, rules andregulations;

 

·                  deter wrongdoing; and

 

·                  require prompt internal reporting of breaches of, and accountability foradherence to, this Code.

 

This Code may be amended only by resolution of the Company’sBoard of Directors. In this Code, references to the “Company” means PrimorisServices Corporation and, in appropriate context, the Company’s subsidiaries.

 

**2.****                                     ****Honest, Ethical and Fair Conduct**

 

Each person owes a duty to the Company to act withintegrity. Integrity requires, among other things, being honest, fair andcandid. Deceit, dishonesty and subordination of principle are inconsistent withintegrity. Service to the Company never should be subordinated to personal gainand advantage.

 

Each person must:

 

·                  Act with integrity, including being honest and candid while stillmaintaining the confidentiality of the Company’s information where required orin the Company’s interests.

 

·                  Observe all applicable governmental laws, rules and regulations.

 

·                  To the extent such person is responsible for such activities, comply withthe requirements of applicable accounting and auditing standards, as well asCompany policies, in order to maintain the accuracy and completeness of theCompany’s financial records and other business-related information and data.

 

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·                  Adhere to a high standardof business ethics and not seek competitive advantage through unlawful orunethical business practices.

 

·                  Deal fairly with the Company’s customers, suppliers, competitors andemployees.

 

·                  Refrain from taking advantage of anyone through manipulation,concealment, abuse of privileged information, misrepresentation of materialfacts or any other unfair-dealing practice.

 

·                  Protect the assets of the Company and ensure their proper use.

 

·                  Refrain from taking for themselves personally opportunities that arediscovered through the use of corporate assets or using corporate assets,information or position for general personal gain outside the scope ofemployment with the Company.

 

·                  Avoid conflicts of interest, wherever possible, except under guidelinesapproved by the Board of Directors (or the appropriate committee of the Board).Anything that would be a conflict for a person subject to this Code also willbe a conflict if it is related to a member of his or her family or a closerelative. Examples of conflict of interest situations include, but are notlimited to, the following:

 

·                  any significant ownership interest in any supplier or customer (i.e 5% orgreater), unless such relationship is disclosed to and approved by the Board ofDirectors (it being understood that such matters meeting the applicablestandards and thresholds will be disclosed in the relevant SEC filings);

 

·                  any consulting or employment relationship with any customer, supplier orcompetitor;

 

·                  any outside business activity that detracts from an individual’s abilityto devote appropriate time and attention to his or her responsibilities withthe Company;

 

·                  the receipt of any money, non-nominal gifts or excessive entertainmentfrom any company with which the Company has current or prospective businessdealings;

 

·                  being in the position of supervising, reviewing or having any influenceon the job evaluation, pay or benefit of any close relative;

 

·                  selling anything to the Company or buying anything from the Company thatis material under the applicable disclosure thresholds, except on the sameterms and conditions as comparable officers or directors are permitted to sopurchase or sell; and

 

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·                  any other circumstance, event, relationship or situation in which thepersonal interest of a person subject to this Code interferes — or even appearsto interfere — with the interests of the Company as a whole.

 

**3.****                                    ****Disclosure**

 

The Company strives to ensure that the contents of and thedisclosures in the reports and documents that the Company files with the SECand other public communications shall be full, fair, accurate, timely andunderstandable in accordance with applicable disclosure standards, includingstandards of materiality, where appropriate. Each person must:

 

·                  not knowingly misrepresent, or cause others to misrepresent, facts aboutthe Company to others, whether within or outside the Company, including to theCompany’s independent auditors, governmental regulators, self-regulatingorganizations and other governmental officials, as appropriate; and

 

·                 in relation to his or her area of responsibility, properly review andcritically analyze proposed disclosure for accuracy and completeness.

 

In addition to the foregoing, the Chairman of the Board ofDirectors of the Company and each subsidiary of the Company (or similar personperforming similar functions), and each other person that typically is involvedin the financial reporting of the Company must familiarize himself or herselfwith the disclosure requirements applicable to the Company as well as thebusiness and financial operations of the Company.

 

Each person must promptly bring to the attention of theChairman of the Audit Committee of the Company’s Board of Directors, and aftera determination by the Audit Committee as to whether such matters can beimmediately disclosed to the Chief Financial Officer, any information he or shemay have concerning (a) significant deficiencies in the design oroperation of internal and/or disclosure controls which could adversely affectthe Company’s ability to record, process, summarize and report financial dataor (b) any fraud, whether or not material, that involves management orother employees who have a significant role in the Company’s financialreporting, disclosures or internal controls.

 

**4.****                               ****Compliance**

 

It is the Company’s obligation and policy to comply withall applicable governmental laws, rules and regulations. It is thepersonal responsibility of each person to, and each person must, adhere to thestandards and restrictions imposed by those laws, rules and regulations,including, with respect to those individuals responsible for such matters,those relating to accounting and auditing matters.

 

**5.****                                ****Reporting and Accountability**

 

The Board of Directors or Audit Committee of the Companyis responsible for applying this Code to specific situations in which questionsare presented to it and has the authority to interpret this Code in anyparticular situation. Any person who becomes aware of any breach of this Codeis required to notify the Chairman of the Board of Directors or Audit Committeepromptly. Failure to do so is itself a breach of this Code.

 

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Specifically, each person must:

 

·                  Notify the Chairman promptly of any violations of this Code.

 

·                  Not retaliate against any other person for reports of potentialviolations that are made in good faith.

 

The Company will follow the following procedures ininvestigating and enforcing this Code and in reporting on the Code:

 

·                  The Board of Directors or Audit Committee will take all appropriateaction to investigate any breaches reported to it.

 

·                  If the Audit Committee determines that a breach has occurred, it willinform the Board of Directors.

 

·                  Upon being notified that a breach has occurred, the Board (by majoritydecision) will take or authorize such disciplinary or preventive action as itdeems appropriate, after consultation with the Audit Committee and/or GeneralCounsel, up to and including dismissal or, in the event of criminal or otherserious violations of law, notification of the SEC or other appropriate lawenforcement authorities.

 

No person following the above procedure shall, as a resultof following such procedure, be subject by the Company or any officer oremployee thereof to discharge, demotion suspension, threat, harassment or, inany manner, discrimination against such person in terms and conditions ofemployment.

 

**6.****                                    ****Waivers and Amendments**

 

Any waiver (defined below) or an implicit waiver (definedbelow) from a provision of this Code for the principal executive officer,principal financial officer, principal accounting officer or controller, andpersons performing similar functions or any amendment (as defined below) to thisCode is required to be disclosed in the Company’s Annual Report on Form 10-Kor in a Current Report on Form 8-K filed with the SEC.

 

A “waiver” means the approval by the Company’s Board ofDirectors of a material departure from a provision of the Code. An “implicitwaiver” means the Company’s failure to take action within a reasonable periodof time regarding a material departure from a provision of the Code that hasbeen made known to an executive officer of the Company. An “amendment” meansany amendment to this Code other than minor technical, administrative or othernon-substantive amendments hereto.

 

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All persons should note that it is not the Company’sintention to grant or to permit waivers from the requirements of this Code. TheCompany expects full compliance with this Code.

 

**7.****                                ****Other Policies and Procedures**

 

Any other policy or procedure set out by the Company inwriting or made generally known to employees, officers or directors of theCompany prior to the date hereof or hereafter are separate requirements andremain in full force and effect.

 

**8.****                                ****Inquiries**

 

All inquiries and questions in relation to this Code orits applicability to particular people or situations should be addressed to theCompany’s Secretary.

 

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**CODE OF ETHICS SUPPLEMENT:CEO AND SENIOR FINANCIAL OFFICERS**

 

The Company has a Code of Ethics applicable to alldirectors, officers and employees of the Company. The Chief Executive Officer (“CEO”)and all senior financial officers, including the Chief Financial Officer andprincipal accounting officer, are bound by the provisions set forth thereinrelating to ethical conduct, conflicts of interest and compliance with law. Inaddition to the Company’s standard Code of Ethics, the CEO and senior financialofficers are subject to the following additional specific policies:

 

**1.**              The CEO and all senior financial officers are responsible for full, fair,accurate, timely and understandable disclosure in the periodic reports requiredto be filed by the Company with the SEC. Accordingly, it is the responsibilityof the CEO and each senior financial officer promptly to bring to the attentionof the Audit Committee any material information of which he or she may becomeaware that affects the disclosures made by the Company in its public filings orotherwise assist the Audit Committee in fulfilling its responsibilities.

 

**2.**              The CEO and each senior financial officer shall promptly bring to theattention of the Audit Committee any information he or she may have concerning (a) significantdeficiencies in the design or operation of internal controls which couldadversely affect the Company’s ability to record, process, summarize and reportfinancial data or (b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the Company’sfinancial reporting, disclosures or internal controls.

 

**3.**              The CEO and each senior financial officer shall promptly bring to theattention of the General Counsel or the Chairman of the Board of Directors andto the Audit Committee any information he or she may have concerning anyviolation of the Company’s Code of Ethics, including any actual or apparentconflicts of interest between personal and professional relationships,involving any management or other employees who have a significant role in theCompany’s financial reporting, disclosures or internal controls.

 

**4.**              The CEO and each senior financial officer shall promptly bring to theattention of the General Counsel or the Chairman of the Board of Directors andto the Audit Committee any information he or she may have concerning evidenceof a material violation of the securities or other laws, rules orregulations applicable to the Company and the operation of its business, by theCompany or any agent thereof.

 

**5.**              The Board of Directors shall determine, after consultation with the AuditCommittee and/or General Counsel, appropriate actions to be taken in the eventof violations of the Code of Ethics or of these additional procedures by theCEO and the Company’s senior financial officers. Such actions shall bereasonably designed to deter wrongdoing and to promote accountability foradherence to the Code of Ethics and to these additional procedures, and shallinclude written notices to the individual involved that the Audit Committee hasdetermined that there has been a violation, censure by the Board, demotion orre-assignment of the individual involved, suspension with or without pay orbenefits and termination of the individual’s employment (as determined by theBoard after consultation with the Audit Committee and/or General Counsel). Indetermining what action is appropriate in a particular case, the Board ofDirectors shall take into account all relevant information, including thenature and severity of the violation, whether the violation was a singleoccurrence or repeated occurrences, whether the violation appears to have beenintentional or inadvertent, whether the individual in question had been advisedprior to the violation as to the proper course of action and whether or not theindividual in question had committed other violations in the past.

 

Amended and Restated, and effective as of December 1,2008.

 

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