exhibit10-5.htm


     

     

    Exhibit 10.5

     

    FORM
OF

     

    
      MYR
GROUP INC.


       

      2007
LONG-TERM INCENTIVE PLAN


       

      NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT


       

      THIS AGREEMENT is made by and
between MYR GROUP INC.,
a Delaware corporation (the "Company"), and ____________________, ("Optionee"),
as
of [            
             
  ].

       

      RECITALS

       

      A.           The
Company has adopted and approved the MYR Group Inc. 2007 Long-Term Incentive
Plan (the "Plan"), a copy of which is attached to this Agreement;
and

       

      B.           The
Committee appointed to administer the Plan has determined that Optionee is
eligible to participate in the Plan and that it would be to the advantage and
best interest of the Company and its stockholders to grant the Option provided
for herein to Optionee; and

       

      C.           This
Agreement is prepared in conjunction with and under the terms of the
Plan.  Terms used herein but not otherwise defined herein shall have
the meanings ascribed to such terms in the Plan; and

       

      D.           Optionee
has accepted the grant of the Option and agreed to the terms and conditions
hereinafter stated.

       

      NOW
THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND
CONDITIONS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:

       

      ARTICLE
I

      GRANT
OF OPTION

       

      Section 1.1 - Grant of Option.

       

      Subject
to the provisions of this Agreement and the provisions of the Plan, the Company
has granted
effective [                 
] (the "Effective Date") to Optionee the right and option to purchase all
or any part of
[                ]
shares of common stock, par value $.01 per share ("Stock"), of the
Company.  The Option granted pursuant to this Agreement is not
intended to qualify as an "incentive stock option" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 1.2 - Exercise Price.

       

      The
exercise price of the Option shall be
$[         ] per share of Stock
subject to the Option.

       

      ARTICLE
II

      VESTING
AND EXERCISABILITY

       

      Section 2.1 - Vesting and
Exercisability.

       

      (i)           Vesting
Schedule.  Except as otherwise provided herein or in the Plan, the
Option shall become 100 percent vested four years from the date of grant, if
Optionee has continuously provided services to the Company or a Subsidiary or
has been continuously employed by the Company or a Subsidiary until such
date.  Prior to becoming 100 percent vested, the Option shall become
exercisable in four cumulative installments as follows and shall remain
exercisable until the tenth anniversary of the date of grant (the "Option
Term"), subject to the forfeiture provisions set forth in Section
2.2(a):

       

      
        	
                %

              	
                Number of
      Shares

              	
                Date
      First Available

                For
      Exercise

              
	
                25%

              	 
      	 
      
	
                25%

              	 
      	 
      
	
                25%

              	 
      	 
      
	
                25%

              	 
      	 
      


      

      


      (ii)           Accelerated
Vesting.  In the event of (A) a Change in Control or
(B) Optionee's termination of employment or service (1) without "Cause" or
with "Good Reason" (as each term is defined in the Optionee's Employment
Agreement with the Company, dated December 1, 2007 (the "Employment
Agreement")); (2) upon death or Disability (as such term is defined in the
Employment Agreement); or (3) upon retirement after having attained "normal
retirement age" (as such term is defined in the Social Security Act of 1935, as
amended), in each case, during the Option Term, the Option shall become 100
percent vested and exercisable (regardless of the extent to which such Option
was then vested) as of the date of such termination of the Optionee's employment
or service or such Change in Control, as applicable.

       

      Section 2.2 - Expiration of
Option.

       

      (a)          
Except as set forth herein or in
subsections (b), (c), (d) or (e) below, an Option may not be exercised unless
the Optionee is then in the employ of, maintains an independent contractor
relationship with, or is a director of, the Company or a
Subsidiary

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      


      (or a
company or a parent or subsidiary company of such company issuing or assuming
the Option in a transaction to which Section 424(a) of the Code applies), and
unless the Optionee has remained continuously so employed, or continuously
maintained such relationship, since the date of grant of the
Option.

       

      (b)          
If the Optionee's employment or service
terminates because of Optionee's death or Disability, all of the Optionee's
Options (regardless of the extent to which such Options are then exercisable)
shall remain exercisable until the earlier of (i) three (3) years following the
date of such termination of employment or service and (ii) expiration of the
term of the Option and shall thereafter terminate.

       

      (c)          
If the Optionee's employment or service
terminates upon the Optionee's retirement on or after the Optionee's attainment
of his "normal retirement age" (as such term is defined in the Social Security
Act of 1935, as amended), the portions of outstanding Options granted to the
Optionee that are exercisable as of the date of such termination of employment
or service shall remain exercisable until the earlier of (i) three (3) years
following the date of such termination of employment or service and (ii)
expiration of the term of the Option and shall thereafter
terminate.

       

      (d)          
If the Optionee's employment or service
is terminated for Cause, all vested and unvested outstanding Options granted to
such Optionee shall terminate on the date of the Optionee's termination of
employment or service.

       

      (e)           If the Optionee's employment or service
with the Company and its Subsidiaries terminates (including by reason of the
Subsidiary which employs the Optionee ceasing to be a Subsidiary of the Company)
other than as described in subsections (b), (c) and (d) above, the portions of
outstanding Options granted to the Optionee that are exercisable as of the date
of such termination of employment or service shall remain exercisable until the
earlier of (i) 90 days following the date of such termination of employment or
service and (ii) expiration of the term of the Option and shall thereafter
terminate.  All additional portions of outstanding Options granted to
such Optionee which are not exercisable as of the date of such termination of
employment or service, shall terminate upon the date of such termination of
employment or service.

       

      ARTICLE
III

      EXERCISE
OF OPTION

       

      Section 3.1 - Manner of Exercise.

       

      (a)          
The Option, to the extent then vested
and exercisable, shall be exercisable by delivery to the Company of a written
notice stating the number of shares as to which the Option is exercised pursuant
to this Agreement and a designation of the method of payment of the exercise
price with respect to Stock to be purchased.  An Option may not be
exercised for less than 100 shares of Stock (or the number of remaining shares
of Stock subject to the Option if less than 100).

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      


      (b)          
The exercise price of the Option, or
portion thereof, with respect to Stock to be purchased, shall be paid in full at
the time of exercise; payment may be made in cash, which may be paid by check,
or other instrument or in any other manner acceptable to the
Company.  In addition, any amount necessary to satisfy applicable
federal, state or local tax requirements shall be paid promptly upon
notification of the amount due.  The Committee may permit, in its sole
discretion, such amount to be paid in Stock previously owned by the employee, or
a portion of Stock that otherwise would be distributed to such employee upon
exercise of the Option, or a combination of cash and such
Stock.

       

      ARTICLE
IV

      MISCELLANEOUS

       

      Section 4.1 - Transferability of
Option.

       

      Unless
the Committee determines otherwise, the Option is nontransferable except by will
or the laws of descent and distribution.

       

      Section 4.2 - Taxes and
Withholdings.

       

      Not later
than the date of exercise of the Option granted hereunder, Optionee shall pay to
the Company or make arrangements satisfactory to the Committee regarding payment
of any federal, state or local taxes of any kind required by law to be withheld
upon the exercise of such Option.  The Company shall, to the extent
permitted or required by law, have the right to deduct from any payment of any
kind otherwise due to Optionee federal, state, and local taxes of any kind
required by law to be withheld upon the exercise of such option.

       

      Section 4.3 - Restrictive
Covenants.

       

      If the
Optionee 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 the Option shall be cancelled and, if
and to the extent the Option was exercised within a period of 18 months prior to
such breach, the Optionee shall be required to return to the Company, upon
demand, any cash or equity acquired by Optionee upon such exercise or
sale.

       

      Section 4.4 - Governing Law.

       

      This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.  The Committee shall have final authority to
interpret and construe the Plan and this Agreement and to make any and all
determinations under them, and its decision shall be binding and conclusive upon
the Optionee and the Optionee's legal representative in respect of any questions
arising under the Plan or this Agreement.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      


      Section 4.5 - Notices.

       

      Any
notice to be given under the terms of this Agreement shall be in writing and
addressed to the Company at 12150 East 112th Avenue,
Henderson, Colorado, 80640, Attention:  Chief Legal Officer, and to
Optionee at the address set forth below or at such other address as either party
may hereafter designate in writing to the other by like notice.

       

      Section 4.6 - Effect of Agreement.

       

      Except as
otherwise provided hereunder, this Agreement shall be binding upon and shall
inure to the benefit of any successor or successors of the Company.

       

      Section 4.7 - Conflicts and
Interpretations.

       

      In the
event of any ambiguity in this Agreement, any term which is not defined in this
Agreement or any matters as to which this Agreement is silent, the Plan shall
govern.

       

      Section 4.8 - Amendment.

       

      This
Agreement may not be amended in any manner except by an instrument in writing
signed by both parties hereto.  The waiver by either party of
compliance with any provision of this Agreement shall not operate or be
construed as a waiver of any other provision of this Agreement or of any
subsequent breach of such party of a provision of this Agreement.

       

      


      


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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by a duly authorized officer and Optionee has hereunto set
Optionee's hand.

       

    

     

    
      	 
      	 
      	
              MYR
      GROUP INC.

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              BY:

            	 
      	 
      


    

     

    


    
      	 
      	 
      	 
      	 
      	 
      
	
              Signature
      of Optionee:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Social
      Security Number

            	 
      	 
      	 
      	 
      


    

    


     

     

    


     

    
      	
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