Exhibit 10.1







 





MYR GROUP
INC.

2017 LONG-TERM INCENTIVE PLAN


(As
Amended and Restated as of April 23, 2020)


 


 


1.       PURPOSE
OF THE PLAN


 


The purpose of the
Plan is to promote the interests of the Company and its stockholders by strengthening the Company’s ability to attract, motivate
and retain directors of the Company, employees of the Company and its Subsidiaries, and certain consultants to the Company and
its Subsidiaries. The Plan’s purpose is also to provide Awards to Eligible Persons that promote and recognize service to
and performance regarding the Company and its Subsidiaries.


 


2.       DEFINITIONS


 


Wherever the following
capitalized terms are used in this Plan they shall have the meanings specified below:


 


(a)       “Award”
means an award of an Option, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right, Performance Award, Phantom Stock,
Stock Bonus, Dividend Equivalent, or Cash Incentive Award granted under the Plan.


 


(b)       “Award
Agreement” means an agreement entered into between the Company and a Participant, or a certificate, resolution or other type
or form of writing or other evidence approved by the Committee, setting forth the terms and conditions of an Award granted to a
Participant. An Award Agreement may be in an electronic medium, may be limited to notation on the books and records of the Company
and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant.


 


(c)       “Board”
means the Board of Directors of the Company.


 


(d)       “Cash
Incentive Award” means a cash-settled Performance Award granted pursuant to Section 10 of this Plan.


 


(e)       “Change
in Control” shall have the meaning specified in Section 14 hereof.


 


(f)       “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


(g)       “Committee”
means the Compensation Committee of the Board, or such other committee or subcommittee of the Board or group of individuals appointed
by the Board to administer the Plan from time to time.


 


(h)       “Common
Stock” means the common stock of the Company, par value $0.01 per share, or any security into which such Common Stock may
be changed by reason of any transaction or event of the type described in Section 3.2.


 


(i)       “Company”
means MYR Group Inc., a Delaware corporation.


 



     

     


    

 





(j)       “Date
of Grant” means the date on which an Award under the Plan is made, as provided for by the Committee (which date shall not
be earlier than the date on which the Committee takes action with respect thereto), or such later date as the Committee may provide
for on which the Award becomes effective.


 


(k)       “Dividend
Equivalent” means an Award under Section 13 hereof entitling the Participant to receive payments with respect to dividends
declared on the Common Stock.


 


(l)       “Effective
Date” shall have the meaning specified in Section 17.1 hereof.


 


(m)       “Eligible
Person” means any person who is an Employee, a Non-Employee Director, or a person, including a consultant, who provides services
to the Company or any Subsidiary that are equivalent to those typically provided by an employee (provided that such person satisfies
the Form S-8 definition of an “employee”).


 


(n)       “Employee”
means any person who is an employee of the Company or any Subsidiary or who has agreed to serve in such capacity within 90 days
after the Date of Grant; provided, however, that with respect to Incentive Stock Options, “Employee”
means any person who meets the definition of “employees” under Section 3401(c) of the Code.


 


(o)       “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules
and regulations may be amended from time to time.


 


(p)       “Fair
Market Value” of a share of Common Stock as of a given date means (i) the closing price per share of Common Stock for such
date on the national securities exchange on which the shares of Common Stock are principally traded, or (ii) if the shares of Common
Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Common Stock
in such over-the-counter market for the relevant date, or (iii) if the shares of Common Stock are not then listed on a national
securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine.
The Committee is authorized to establish in good faith another fair market value pricing method, provided such method is stated
in the applicable Award Agreement and is determined in compliance with the fair market value pricing rules set forth in Section
409A of the Code.


 


(q)       “Incentive
Stock Option” means an option to purchase Common Stock that is intended to qualify as an incentive stock option under Section
422 of the Code and the Treasury Regulations thereunder.


 


(r)       “Non-Employee
Director” means a member of the Board who is not an employee of the Company or any Subsidiary.


 


(s)       “Nonqualified
Stock Option” means an option to purchase Common Stock that is not an Incentive Stock Option.


 


(t)       “Option”
means an Incentive Stock Option or a Nonqualified Stock Option granted under Section 6 hereof.


 






     

     


    

 


(u)       “Participant”
means any Eligible Person who holds an outstanding Award under the Plan.


 


(v)       “Performance
Award” means an Award made under Section 10 hereof entitling a Participant to a payment based on the Fair Market Value of
Common Stock (a “Performance Share”) or based on specified dollar units (a “Performance Unit”), or a payment
in cash (a “Cash Incentive Award”), at the end of a performance period if certain conditions established by the Committee
are satisfied.


 


(w)       “Person”
means any person, corporation, partnership, joint venture or other entity (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act).


 


(x)       “Phantom
Stock” means an Award under Section 11 hereof entitling a Participant to a payment at the end of a vesting period of a unit
value based on the Fair Market Value of a share of Common Stock.


 


(y)       “Plan”
means the MYR Group Inc. 2017 Long-Term Incentive Plan, as it may be amended or amended and restated from time to time.


 


(z)       “Predecessor
Plan” means the MYR Group Inc. 2007 Long-Term Incentive Plan, including as amended or amended and restated.


 


(aa)      “Restricted
Stock” means an Award under Section 8 hereof entitling a Participant to shares of Common Stock that are nontransferable and
subject to forfeiture until specific conditions established by the Committee are satisfied.


 


(bb)      “Restricted
Stock Unit” means an Award made pursuant to Section 9 of this Plan of the right to receive shares of Common Stock, cash or
a combination thereof at the end of the applicable restriction period.


 


(cc)      “Stock
Appreciation Right” or “SAR” means an Award under Section 7 hereof entitling a Participant to receive an amount,
representing the difference between the base price per share of the right and the Fair Market Value of a share of Common Stock
on the date of exercise.


 


(dd)      “Stock
Bonus” means an Award under Section 12 hereof entitling a Participant to receive an unrestricted share of Common Stock.


 


(ee)      “Subsidiary”
means an entity that is wholly owned, directly or indirectly, by the Company, or any other affiliate of the Company that is so
designated, from time to time, by the Committee; provided, however, that with respect to Incentive Stock Options,
the term “Subsidiary” shall not include any entity that does not qualify within the meaning of Section 424(f) of the
Code as a “subsidiary corporation” with respect to the Company.


 






     

     


    

 


3.       SHARES
OF COMMON STOCK SUBJECT TO THE PLAN


 


3.1       Number
of Shares.  Subject to the following provisions of this Section 3, the aggregate number of shares of Common Stock available
for Awards under the Plan is 1,500,000 shares of Common Stock (consisting of 900,000 shares approved by the Company’s stockholders
in 2017 and 600,000 shares approved by the Company’s stockholders in 2020). Shares of Common Stock subject to any Award shall
be counted against the aggregate share limit described above as one share of Common Stock for every one share of Common Stock that
is issued in connection with such Award. No more than 1,500,000 shares of Common Stock may be issued pursuant to Incentive Stock
Options. The shares of Common Stock to be delivered under the Plan will be made available from authorized but unissued shares of
Common Stock or treasury shares of Common Stock. Except as provided in Section 18 of this Plan, if any Award granted under this
Plan or the Predecessor Plan is cancelled or forfeited, expires or is settled for cash (in whole or in part) or is unearned, the
shares of Common Stock subject to such Award will, to the extent of such cancellation, forfeiture, expiration, cash settlement,
or unearned amount, again be available under this Plan. Without limiting the generality of the foregoing, upon payment in cash
of the benefit provided by any Award granted under the Plan, any Common Stock that is covered by the Award will be available for
Awards hereunder. Notwithstanding anything to the contrary contained herein, (i) Common Stock tendered or otherwise used in payment
of the exercise price of an Option shall not be added to the aggregate Plan limit described above; (ii) Common Stock withheld or
otherwise used by the Company to satisfy tax withholding shall not be added to the aggregate Plan limit described above; (iii)
Common Stock that is repurchased by the Company with Option proceeds shall not be added to the aggregate Plan limit described above
and (iv) all Common Stock covered by a SAR, to the extent that it is exercised and settled in Common Stock, and whether or not
Common Stock is actually issued or transferred to the Participant upon exercise of the SAR, shall be considered issued or transferred
pursuant to the Plan.


 


3.2       Adjustments.
 If there shall occur any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization
or other change in the capital structure of the Company, any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization,
partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or any
other corporate transaction or event having an effect similar to any of the foregoing, then the Committee shall, in the manner
and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of this Plan, cause
a proportionate adjustment to be made in (a) the maximum numbers and kind of shares provided in Section 3.1 hereof, (b) the maximum
numbers and kind of shares set forth in Sections 6.1, 7.1, 8.2, 9.2 and 10.2 hereof, (c) the number and kind of shares of Common
Stock, share units, or other rights subject to the then-outstanding Awards, (d) the price for each share or unit or other right
subject to then outstanding Awards without change in the aggregate purchase price or value as to which such Awards remain exercisable
or subject to restrictions, (e) the performance targets or goals appropriate to any outstanding Performance Awards or (f) any other
terms of an Award that is affected by the event. Moreover, in the event of any such transaction or event, the Committee, in its
discretion, may provide in substitution for any or all outstanding awards under the Plan such alternative consideration (including
cash) as it, in good faith, may determine to be equitable under the circumstances and may require in connection therewith the surrender
of all awards so replaced. In addition, for each Option or Stock Appreciation Right with an exercise price greater than the consideration
offered in connection with any such transaction or event or Change in Control, the Committee may in its sole discretion elect to
cancel such Option or Stock Appreciation Right without any payment to the person holding such Option or Stock Appreciation Right.
Notwithstanding the foregoing, any such adjustments shall be made in a manner consistent with the requirements of Section 409A
of the Code and, in the case of Incentive Stock Options, any such adjustments shall be made in a manner consistent with the requirements
of Section 424(a) of the Code.


 






     

     


    

 


4.       ADMINISTRATION
OF THE PLAN


 


4.1       Committee
Members.  Except as provided in Section 4.4 hereof, the Plan will be administered by the Committee, which unless otherwise
determined by the Board will consist solely of two or more persons who satisfy the requirements for a “non-employee director”
under Rule 16b-3 promulgated under the Exchange Act. The Committee may exercise such powers and authority as may be necessary or
appropriate for the Committee to carry out its functions as described in the Plan. No member of the Committee will be liable for
any action or determination made in good faith by the Committee with respect to the Plan or any Award under it.


 


4.2       Discretionary
Authority.  Subject to the express limitations of the Plan, the Committee has authority in its discretion to determine the
Eligible Persons to whom, and the time or times at which, Awards may be granted, the number of shares, units or other rights subject
to each Award, the exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested,
exercisable or payable, the performance criteria, performance goals and other conditions of an Award, and the duration of the Award.
The Committee also has discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to
determine the terms and provisions of the respective Award Agreements and to make all other determinations necessary or advisable
for Plan administration. The Committee has authority to prescribe, amend, and rescind rules and regulations relating to the Plan.
All interpretations, determinations, and actions by the Committee will be final, conclusive, and binding upon all parties.


 


4.3       Changes
to Awards.  If permitted by Section 409A of the Code, the Committee shall have the authority to effect, at any time and from
time to time (a) the cancellation of any or all outstanding Awards and the grant in substitution therefore of new Awards covering
the same or different numbers of shares of Common Stock and having an exercise or base price which may be the same as or different
than the exercise or base price of the canceled Awards or (b) the amendment of the terms of any and all outstanding Awards; provided,
however, that (i) no such action may impair the rights of the Participants without their consent and (ii) except in connection
with a corporate transaction or event described in Section 3.2 hereof, the Committee shall not have the authority to reduce the
exercise or base price of an Award by amendment or cancellation and substitution of another Award or cash (including following
a voluntary surrender of an “underwater” Award) without the approval of the Company’s stockholders.


 


4.4       Delegation
of Authority.  The Committee shall have the right, from time to time, to delegate to one or more officers or directors of the
Company the authority of the Committee to grant and determine the terms and conditions of Awards under the Plan, subject to applicable
law and such limitations as the Committee shall determine; provided, however, that no such authority may be delegated
with respect to Awards made to any member of the Board or any “officer” of the Company as such term is used for purposes
of Section 16 of the Exchange Act.


 


4.5       Awards
to Non-Employee Directors.  An Award to a Non-Employee Director under the Plan shall be approved by the Board. With respect
to Awards to Non-Employee Directors, all rights, powers and authorities vested in the Committee under the Plan shall instead be
exercised by the Board, and all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with
the foregoing by treating any such reference as a reference to the Board for such purpose. In no event will any Non-Employee Director
in any calendar year be granted compensation for such service having an aggregate maximum value (measured at the Date of Grant
as applicable, and calculating the value of any Awards based on the grant date fair value for financial reporting purposes) in
excess of $400,000.


 






     

     


    

 


5.       ELIGIBILITY
AND AWARDS


 


All Eligible Persons
are eligible to be designated by the Committee to receive an Award under the Plan. The Committee has authority, in its sole discretion,
to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of Awards to be granted
and the number of shares or units subject to the Awards that are granted under the Plan. Each Award will be evidenced by an Award
Agreement as described in Section 15 hereof between the Company and the Participant that shall include the terms and conditions
consistent with the Plan as the Committee may determine.


 


6.       STOCK
OPTIONS


 


6.1       Grant
of Option.  An Option may be granted to any Eligible Person selected by the Committee; provided, however, that
only Employees shall be eligible for Awards of Incentive Stock Options. Each Option shall be designated, at the discretion of the
Committee, as an Incentive Stock Option or a Nonqualified Stock Option. The maximum number of shares of Common Stock that may be
subject to Options granted to any one Participant during any one calendar year shall be limited to 200,000 shares (subject to adjustment
as provided in Section 3.2 hereof).


 


6.2       Exercise
Price.  The exercise price of the Option shall be determined by the Committee; provided, however, except with
respect to awards under Section 18 of this Plan, that the exercise price per share of an Option shall not be less than 100 percent
of the Fair Market Value per share of the Common Stock on the Date of Grant.


 


6.3       Vesting;
Term of Option.  The Committee, in its sole discretion, shall prescribe in the Award Agreement the time or times at which,
or the conditions upon which, an Option or portion thereof shall become vested and exercisable, including whether performance criteria
must be achieved as a condition to the exercise of the Option; provided, however, that subject to Section 17.4 hereof
and the discretionary acceleration provisions of this Plan, an Option may not become exercisable by the passage of time sooner
than after one year (or sooner than after a one-year performance period). An Option may become vested and exercisable in circumstances
including upon a Participant’s retirement, death or disability or a Change in Control to the extent provided in an Award
Agreement. The period during which a vested Option may be exercised shall be ten years from the Date of Grant, unless a shorter
exercise period is specified by the Committee in an Award Agreement, and subject to such limitations as may apply under an Award
Agreement relating to the termination of a Participant’s employment or other service with the Company or any Subsidiary.


 


6.4       Option
Exercise; Withholding.  Subject to such terms and conditions as shall be specified in an Award Agreement, an Option may be
exercised in whole or in part at any time during the term thereof by notice to the Company together with payment of the aggregate
exercise price therefor. Payment of the exercise price shall be made (a) in cash or by cash equivalent, (b) at the discretion of
the Committee, in shares of Common Stock acceptable to the Committee, valued at the Fair Market Value of such shares on the date
of exercise, (c) at the discretion of the Committee, and to the extent permitted by law, by a delivery of a notice that the Participant
has placed a market sell order (or similar instruction) with a broker with respect to shares of Common Stock then issuable upon
exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the
Company in satisfaction of the Option exercise price (conditioned upon the payment of such net proceeds), (d) at the discretion
of the Committee, by withholding from delivery shares of Common Stock for which the Option is otherwise exercised, (e) at the discretion
of the Committee, by a combination of the methods described above or (f) by such other method as may be approved by the Committee
and set forth in the Award Agreement. In addition to and at the time of payment of the exercise price, the Participant shall pay
to the Company the full amount of any and all applicable income tax and employment tax amounts required to be withheld in connection
with such exercise, payable under one or more of the methods described above for the payment of the exercise price of the Options
or as otherwise may be approved by the Committee.


 






     

     


    

 


6.5       Limited
Transferability.  Solely to the extent permitted by the Committee in an Award Agreement and subject to such terms and conditions
as the Committee shall specify, a Nonqualified Stock Option (but not an Incentive Stock Option) may be transferred to members of
the Participant’s immediate family (as determined by the Committee) or to trusts, partnerships or corporations whose beneficiaries,
members or owners are members of the Participant’s immediate family, and/or to such other persons or entities as may be approved
by the Committee in advance and set forth in an Award Agreement, in each case subject to the condition that the Committee be satisfied
that such transfer is being made for estate or tax planning purposes or for gratuitous or donative purposes, without consideration
(other than nominal consideration) being received therefor. Except to the extent permitted by the Committee in accordance with
the foregoing, an Option shall be nontransferable otherwise than by will or by the laws of descent and distribution, and shall
be exercisable during the lifetime of a Participant only by such Participant.


 


6.6       Limitation
on Repricing.  Except in connection with a corporate transaction or event described in Section 3.2 hereof, the terms of outstanding
awards may not be amended to reduce the exercise price of outstanding Options, or cancel outstanding Options in exchange for cash,
other Awards or Options (including following a Participant’s voluntary surrender of “underwater” options) with
an exercise price that is less than the exercise price of the original Options, without stockholder approval. This Section 6.6
is intended to prohibit the repricing of “underwater” Options and will not be construed to prohibit the adjustments
provided for in Section 3.2 hereof. Notwithstanding any provision of the Plan to the contrary, this Section 6.6 may not be amended
without approval by the Company’s stockholders.


 


6.7       Additional
Rules for Incentive Stock Options.


 


(a)       Annual
Limits.  No Incentive Stock Option shall be granted to a Participant as a result of which the aggregate fair market value (determined
as of the Date of Grant) of the stock with respect to which Incentive Stock Options are exercisable for the first time in any calendar
year under the Plan, and any other stock option plans of the Company, any Subsidiary or any parent corporation, would exceed $100,000
(or such other amount provided under Section 422(d) of the Code), determined in accordance with Section 422(d) of the Code and
Treasury Regulations thereunder. This limitation shall be applied by taking Options into account in the order in which granted.


 


(b)       Termination
of Employment.  An Award Agreement for an Incentive Stock Option may provide that such Option may be exercised not later than
three (3) months following termination of employment of the Participant with the Company and all Subsidiaries, subject to special
rules relating to death and disability, as and to the extent determined by the Committee to be appropriate with regard to the requirements
of Section 422 of the Code and Treasury Regulations thereunder.


 






     

     


    

 


(c)       Other
Terms and Conditions; Nontransferability.  Any Incentive Stock Option granted hereunder shall contain such additional terms
and conditions, not inconsistent with the terms of this Plan, as are deemed necessary or desirable by the Committee, which terms,
together with the terms of this Plan, shall be intended and interpreted to cause such Incentive Stock Option to qualify as an “incentive
stock option” under Section 422 of the Code and Treasury Regulations thereunder. Such terms shall include, if applicable,
limitations on Incentive Stock Options granted to ten-percent owners of the Company. An Award Agreement for an Incentive Stock
Option may provide that such Option shall be treated as a Nonqualified Stock Option to the extent that certain requirements applicable
to “incentive stock options” under the Code shall not be satisfied. An Incentive Stock Option shall by its terms be
nontransferable otherwise than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime
of a Participant only by such Participant.


 


(d)       Disqualifying
Dispositions.  If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two years
following the Date of Grant or one year following the transfer of such shares to the Participant upon exercise, the Participant
shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide
such other information regarding the disposition as the Committee may reasonably require.


 


7.       STOCK
APPRECIATION RIGHTS


 


7.1       Grant
of SARs.  A Stock Appreciation Right granted to a Participant is an Award in the form of a right to receive, upon surrender
of the right, but without other payment, an amount based on appreciation in the Fair Market Value of the Common Stock over a base
price established for the Award, exercisable at such time or times and upon conditions as may be approved by the Committee, including
whether performance criteria must be achieved as a condition of the exercise of the Stock Appreciation Right. A Stock Appreciation
Right may become vested and exercisable in circumstances including upon a Participant’s retirement, death or disability or
a Change in Control to the extent provided in an Award Agreement. The maximum number of shares of Common Stock that may be subject
to SARs granted to any one Participant during any one calendar year shall be limited to 100,000 shares (subject to adjustment as
provided in Section 3.2 hereof).


 


7.2       Tandem
SARs.  A Stock Appreciation Right may be granted in connection with an Option, either at the time of grant or at any time thereafter
during the term of the Option. A SAR granted in connection with an Option will entitle the holder, upon exercise, to surrender
such Option or any portion thereof to the extent unexercised, with respect to the number of shares as to which such SAR is exercised,
and to receive payment of an amount computed as described in Section 7.4 hereof. Such Option will, to the extent and when surrendered,
cease to be exercisable. A SAR granted in connection with an Option hereunder will have a base price per share equal to the per
share exercise price of the Option, will be exercisable at such time or times, and only to the extent, that a related Option is
exercisable, and will expire no later than the related Option expires.


 


7.3       Freestanding
SARs.  A Stock Appreciation Right may be granted without relationship to an Option and, in such case, will be exercisable as
determined by the Committee, but in no event after 10 years from the Date of Grant; provided, however, that, subject
to Section 17.4 hereof and the discretionary acceleration provisions of this Plan, a Stock Appreciation Right may not become exercisable
by the passage of time sooner than after one year (or sooner than after a one-year performance period). The base price of a SAR
granted without relationship to an Option shall be determined by the Committee in its sole discretion; provided, however,
except with respect to awards under Section 18 of this Plan, that the base price per share of a freestanding SAR shall not be less
than 100 percent of the Fair Market Value of the Common Stock on the Date of Grant.


 






     

     


    

 


7.4       Payment
of SARs.  A SAR will entitle the holder, upon exercise of the SAR, to receive payment of an amount determined by multiplying:
(a) the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the SAR over the base price of such
SAR, by (b) the number of shares as to which such SAR will have been exercised. Payment of the amount determined under the foregoing
may be made, in the discretion of the Committee as set forth in the Award Agreement, in cash, in shares of Common Stock valued
at their Fair Market Value on the date of exercise, or in a combination of cash and shares of Common Stock.


 


7.5       Limitation
on Repricing.  Except in connection with a corporate transaction or event described in Section 3.2 hereof, the terms of outstanding
awards may not be amended to reduce the exercise price of outstanding Stock Appreciation Rights, or cancel outstanding Stock Appreciation
Rights in exchange for cash, other Awards or Stock Appreciation Rights (including following a Participant’s voluntary surrender
of “underwater” Stock Appreciation Rights) with an exercise price that is less than the exercise price of the original
Stock Appreciation Rights without stockholder approval. This Section 7.5 is intended to prohibit the repricing of “underwater”
Stock Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 3.2 hereof. Notwithstanding
any provision of the Plan to the contrary, this Section 7.5 may not be amended without approval by the Company’s stockholders.


 


8.       RESTRICTED
STOCK


 


8.1       Grants
of Restricted Stock.  An Award of Restricted Stock to a Participant represents shares of Common Stock that are issued subject
to such restrictions on transfer and other incidents of ownership and such forfeiture conditions as the Committee may determine.
The Committee may, in connection with an Award of Restricted Stock, require the payment of a specified purchase price.


 


8.2       Vesting
Requirements.  The restrictions imposed on an Award of Restricted Stock shall lapse in accordance with the vesting requirements
specified by the Committee in the Award Agreement. Such vesting requirements may be based on the continued employment or service
of the Participant with the Company or its Subsidiaries for a specified time period or periods, and/or based on the attainment
of specified business goals or measures established by the Committee in its sole discretion; provided, however, that,
subject to Section 17.4 hereof and the discretionary acceleration provisions of this Plan, the period of time will be no shorter
than one year (or based on a one-year performance period). Restricted Stock may become vested in circumstances including upon a
Participant’s retirement, death or disability or a Change in Control to the extent provided in an Award Agreement. The maximum
number of shares of Common Stock that may be subject to an Award of Restricted Stock granted to any one Participant during any
one calendar year shall be separately limited to 100,000 shares (subject to adjustment as provided in Section 3.2 hereof).


 


8.3       Restrictions.
 Shares of Restricted Stock may not be transferred, assigned or subject to any encumbrance, pledge or charge until all applicable
restrictions are removed or expire or unless otherwise allowed by the Committee. The Committee may require the Participant to enter
into an escrow agreement providing that the certificates representing Restricted Stock granted or sold pursuant to the Plan will
remain in the physical custody of an escrow holder until all restrictions are removed or expire. Failure to satisfy any applicable
restrictions shall result in the subject shares of Restricted Stock being forfeited and returned to the Company, with any purchase
price paid by the Participant to be refunded, unless otherwise provided by the Committee. The Committee may require that certificates
representing Restricted Stock granted under the Plan bear a legend making appropriate reference to the restrictions imposed.


 






     

     


    

 


8.4       Rights
as Stockholder.  Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, the Participant
will have all rights of a stockholder with respect to shares of Restricted Stock granted to him, including the right to vote the
shares and receive all dividends and other distributions paid or made with respect thereto, unless the Committee determines otherwise
at the time the Restricted Stock is granted, as set forth in the Award Agreement; provided, however, that dividends
or other distributions on Restricted Stock will be deferred until and paid contingent upon the vesting or earning of such Restricted
Stock.


 


8.5       Section
83(b) Election.  The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the
Participant refraining from making an election with respect to the Award under Section 83(b) of the Code. Irrespective of whether
an Award is so conditioned, if a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of
Restricted Stock, the Participant shall be required to promptly file a copy of such election with the Company.


 


9.       RESTRICTED
STOCK UNITS


 


9.1       Grants
of Restricted Stock Units.  An Award of Restricted Stock Units to a Participant constitutes the agreement by the Company to
deliver shares of Common Stock or cash, or a combination thereof, to the Participant in the future in consideration of the passage
of time or the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of
performance criteria) during the restriction period as the Committee may specify.


 


9.2       Vesting.
Each such grant or sale of Restricted Stock Units may be made without additional consideration or in consideration of a payment
by such Participant that is less than the Fair Market Value per share of Common Stock on the Date of Grant. Vesting requirements
may be based on the continued employment or service of the Participant with the Company or its Subsidiaries for a specified time
period or periods and/or based on the attainment of specified business goals or measures established by the Committee in its sole
discretion; provided, however, that, subject to Section 17.4 hereof and the discretionary acceleration provisions
of this Plan, the period of time will be no shorter than one year (or based on a one-year performance period). Restricted Stock
Units may become vested in circumstances including upon a Participant’s retirement, death or disability or a Change in Control
to the extent provided in an Award Agreement. The maximum number of shares of Common Stock that may be subject to an Award of Restricted
Stock Units granted to any one Participant during any one calendar year shall be separately limited to 100,000 shares (subject
to adjustment as provided in Section 3.2 hereof).


 


9.3       No
Rights as Stockholder. During the restriction period, the Participant will have no right to transfer any rights under his or
her award and will have no rights of ownership in the shares of Common Stock deliverable upon payment of the Restricted Stock Units
and will have no right to vote them, but the Committee may, at or after the Date of Grant, in accordance with Section 13 of this
Plan, authorize the payment of dividend equivalents on such Restricted Stock Units on a deferred and contingent basis, either in
cash or in additional shares of Common Stock; provided, however, that dividend equivalents or other distributions
on shares of Common Stock underlying Restricted Stock Units will be deferred until and paid contingent upon the vesting of such
Restricted Stock Units.


 






     

     


    

 


9.4       Settlement.
Each grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have
been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in shares
of Common Stock or cash, or a combination thereof.


 


10.       PERFORMANCE
AWARDS


 


10.1       Grant
of Performance Awards.  The Committee may grant Performance Awards under the Plan, which shall be represented by units denominated
on the Date of Grant in shares of Common Stock (Performance Shares) or in specified dollar amounts (Performance Units), or represented
by cash amounts (Cash Incentive Awards). At the time a Performance Award is granted, the Committee shall determine, in its sole
discretion, one or more performance periods of, subject to Section 17.4 hereof and the discretionary acceleration provisions of
this Plan, not less than one year and performance goals to be achieved during the applicable performance periods, as well as such
other restrictions and conditions as the Committee deems appropriate. In the case of Performance Units, the Committee shall also
determine a target unit value or a range of unit values for each Award. Each performance period shall be determined by the Committee.
The performance goals applicable to a Performance Award grant may be subject to such later revisions as the Committee shall deem
appropriate including to reflect significant unforeseen events such as changes in law, accounting practices or unusual or nonrecurring
items or occurrences. Performance Awards may become vested or earned in circumstances including upon a Participant’s retirement,
death or disability or a Change in Control to the extent provided in an Award Agreement.


 


10.2       Payment
of Performance Awards.  At the end of the performance period, the Committee shall determine the extent to which performance
goals have been attained or a degree of achievement between minimum and maximum levels in order to establish the level of payment
to be made, if any, and shall determine if payment is to be made (for Performance Awards other than Cash Incentive Awards) in the
form of cash or shares of Common Stock or a combination of cash and shares of Common Stock. Payments for Cash Incentive Awards,
if any, shall be made in the form of cash. Payments of Performance Awards shall generally be made as provided for in the applicable
Award Agreement. The Committee may, at the Date of Grant of Performance Shares, provide for the payment of Dividend Equivalents
to the holder thereof either in cash or in additional shares of Common Stock, subject in all cases to deferral and payment on a
contingent basis based on the Participant’s earning of the Performance Shares with respect to which such Dividend Equivalents
are paid. The maximum value of Performance Units that may be granted to any one Participant during any one calendar year shall
be separately limited to $3,750,000. The maximum number of Performance Shares that may be granted to any one Participant during
any one calendar year shall be separately limited to 100,000 share units (subject to adjustment as provided in Section 3.2 hereof).
The maximum value of Cash Incentive Awards that may be granted to any one Participant during any one calendar year shall be separately
limited to $5,000,000.


 






     

     


    

 


10.3       Performance
Criteria.  The performance criteria upon which the payment or vesting of a Performance Award shall be based on one or more
metrics designated by the Committee, which may include, but shall not be limited to, the following criteria (or such other business
criteria as the Committee shall determine in its sole discretion): total shareholder return; stock price appreciation; return on
equity; return on assets; modified return on assets; return on capital (including return on invested capital); earnings per share;
EBIT (earnings before interest and taxes); EBITDA (earnings before interest, taxes, depreciation and amortization); ongoing earnings;
cash flow (including operating cash flow, free cash flow, discounted cash flow return on investment, and cash flow in excess of
costs of capital); EVA (economic value added); economic profit (net operating profit after tax, less a cost of capital charge);
SVA (stockholder value added); revenues; net income; pre-tax income; pre-tax income per share; operating income; pre-tax profit
margin; performance against business plan; backlog; customer service; corporate governance quotient or rating; market share; employee
satisfaction; employee engagement; supplier diversity; workforce diversity; operating margins; credit rating; dividend payments;
expenses; fuel cost per million BTU; costs per kilowatt hour; retained earnings; completion of acquisitions, divestitures and corporate
restructurings; safety (including total OSHA recordable rate, OSHA lost time accident rate, lost workday severity rate, restricted
workday severity rate, restricted workday incident rate, days away and restricted time, first aid cases, general liability cases,
and auto accidents); and strategic business criteria, consisting of one or more objectives based on meeting goals in the areas
of litigation, human resources, information services, production, inventory, safety, support services, site development, plant
development, building development, facility development, government relations, product market share or management. Performance
criteria may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual
Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant
is employed. The performance criteria may be relative to the performance of one or more other companies or subsidiaries, divisions,
departments, regions or functions within such other companies, and may be made relative to an index or one or more of the performance
criteria themselves. Each such performance criterion will define in an objective manner the extent to which the performance criterion
for a performance period has been achieved.


 


11.       PHANTOM
STOCK


 


11.1       Grant
of Phantom Stock.  Phantom Stock is an Award to a Participant of a number of hypothetical share units with respect to shares
of Common Stock, with an initial value based on the Fair Market Value of the Common Stock on the Date of Grant. Phantom Stock shall
be subject to such restrictions and conditions as the Committee shall determine; provided, however, that, subject
to Section 17.4 hereof and the discretionary acceleration provisions of this Plan, the period of time will be no shorter than one
year (or based on a one-year performance period). Phantom Stock may become vested in circumstances including upon a Participant’s
retirement, death or disability or a Change in Control to the extent provided in an Award Agreement. On the Date of Grant, the
Committee shall determine, in its sole discretion, the installment or other vesting period of the Phantom Stock and the maximum
value of the Phantom Stock, if any. No vesting period shall exceed 10 years. In addition, the Committee may, at or after the Date
of Grant, in accordance with Section 13 of this Plan, authorize the payment of dividend equivalents on any Phantom Stock on a deferred
and contingent basis, either in cash or in additional shares of Common Stock; provided, however, that dividend equivalents
or other distributions on shares of Common Stock underlying Phantom Stock will be deferred until and paid contingent upon the vesting
of such Phantom Stock.


 


11.2       Payment
of Phantom Stock.  Upon the vesting date or dates applicable to Phantom Stock granted to a Participant, an amount equal to
the Fair Market Value of one share of Common Stock upon such vesting dates (subject to any applicable maximum value) shall be paid
with respect to such Phantom Stock unit granted to the Participant. Payment may be made, at the discretion of the Committee, in
cash or in shares of Common Stock valued at their Fair Market Value on the applicable vesting dates, or in a combination thereof.
The maximum number of units of Phantom Stock that may be granted to any one Participant during any one calendar year shall be separately
limited to 100,000 units.


 






     

     


    

 


12.       STOCK
BONUS


 


12.1       Grant
of Stock Bonus.  An Award of a Stock Bonus to a Participant represents a specified number of shares of Common Stock that are
issued without restrictions on transfer or forfeiture conditions. The Committee may, in connection with an Award of a Stock Bonus,
require the payment of a specified purchase price. Shares subject to any Stock Bonus shall count against the limit described in
Section 17.4 of this Plan. 


 


12.2       Payment
of Stock Bonus.  In the event that the Committee grants a Stock Bonus, a certificate for (or book entry representing) the shares
of Common Stock constituting such Stock Bonus shall be issued in the name of the Participant to whom such grant was made as soon
as practicable after the date on which such Stock Bonus is payable. The maximum number of shares that may be granted as a Stock
Bonus to any one Participant during any one calendar year shall be separately limited to 100,000 shares. 


 


13.       DIVIDEND
EQUIVALENTS


 


13.1       Grant
of Dividend Equivalents.  A Dividend Equivalent granted to a Participant is an Award, other than an Option or a Stock Appreciation
Right, in the form of a right to receive cash payments determined by reference to dividends declared on the Common Stock from time
to time during the term of the Award, which shall not exceed 10 years. Dividend Equivalents may be granted on a stand-alone basis
or in tandem with other Awards. Dividend Equivalents granted on a tandem basis shall expire at the time the underlying Award is
exercised or otherwise becomes payable to the Participant, or expires.


 


13.2       Payment
of Dividend Equivalents.  Dividend Equivalent Awards shall be payable in cash or in shares of Common Stock, valued at their
Fair Market Value on either the date the related dividends are declared or the Dividend Equivalents are paid to a Participant,
as determined by the Committee; provided, however, that dividends, Dividend Equivalents or other distributions on
Awards will be deferred until and paid contingent upon (a) vesting of the Award, if the Award vests based solely on the passage
of time, or (b) the attainment of specified business goals or measures, if the Award vests based on the attainment of specified
business goals or measures, and the payment of such Award. In no event will any Option Awards or SAR Awards granted under this
Plan provide for any dividends or Dividend Equivalents thereon.


 


14.       CHANGE
IN CONTROL


 


14.1       Effect
of Change in Control.  The Committee may, in an Award Agreement, provide for the effect of a Change in Control on an Award.
Such provisions may include any one or more of the following: (a) the acceleration or extension of time periods for purposes of
exercising, vesting in, or realizing gain from any Award; (b) the waiver or modification of performance or other conditions related
to the payment or other rights under an Award; (c) provision for the cash settlement of an Award for an equivalent cash value,
as determined by the Committee; or (d) such other modification or adjustment to an Award as the Committee deems appropriate to
maintain and protect the rights and interests of Participants upon or following a Change in Control.


 






     

     


    

 


14.2       Definition
of Change in Control.  Unless otherwise specified in the Award Agreement, a “Change in Control” means any of the
following:


 


(a)       Change
in Ownership of the Company.  A change in the ownership of the Company occurs on the date that any one Person or more than
one Person acting as a group (as determined under Final Treas. Reg. Section 1.409A-3(i)(5)(v)(B)), other than any Person directly
or indirectly owned by the Company, consummates the acquisition, on an arm’s length basis, of ownership of stock of the Company
that, together with stock held by such Person or group, constitutes more than 50% of the total fair market value or total voting
power of stock of the Company. However, if any one Person (or more than one Person acting as a group) is considered to own more
than 50% of the total fair market value or total voting power of the Company’s stock prior to the acquisition, any consummation
of the acquisition of additional stock by the same Person or Persons is not considered to cause a change in the ownership of the
Company;


 


(b)       Change
in Effective Control of the Company.  A change in the effective control of the Company occurs on either of the following dates:
(i) the date any one Person, or more than one Person acting as a group (as determined under Final Treas. Reg. Section 1.409A-3(i)(5)(v)(B)),
other than any Person directly or indirectly owned by the Company, consummates the acquisition (including over a 12-month period
ending on the date of the most recent acquisition by such Person or Persons) of ownership of stock of the Company possessing 30%
or more of the total voting power of the stock of the Company, or (ii) the date individuals who, as of the Effective Date, constitute
the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved
by a vote of at least a majority of the Incumbent Board, such new director shall be considered a member of the Incumbent Board,
and provided further, that any reductions in the size of the Board that are instituted voluntarily by the Incumbent Board
shall not constitute a “Change in Control,” and after any such reduction the “Incumbent Board” shall mean
the Board as so reduced; or


 


(c)       Change
in Ownership of a Substantial Portion of the Company’s Assets.  A change in the ownership of a substantial portion of
the Company’s assets occurs on the date that any one Person, or more than one Person acting as a group (as determined under
Final Treas. Reg. Section 1.409A-3(i)(5)(v)(B)), other than any Person directly or indirectly owned by the Company, consummates
the acquisition (including over a 12-month period ending on the date of the most recent acquisition by such Person or Persons)
of all or substantially all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose,
gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets.


 


15.       AWARD
AGREEMENTS


 


15.1       Form
of Agreement.  Each Award under this Plan shall be evidenced by an Award Agreement in a form approved by the Committee setting
forth the number of shares of Common Stock, units or other rights (as applicable) subject to the Award, the exercise, base or purchase
price (if any) of the Award, the time or times at which an Award will become vested, exercisable or payable, the duration of the
Award and, in the case of Performance Awards, the applicable performance criteria and goals. The Award Agreement shall also set
forth other material terms and conditions applicable to the Award as determined by the Committee consistent with the limitations
of this Plan. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to
meet the applicable provisions of Section 422 of the Code.


 






     

     


    

 


15.2       Termination
of Service.  The Award Agreements may include provisions describing the treatment of an Award, including in the event of the
retirement, disability, death or other termination of a Participant’s employment with or other services to the Company and
all Subsidiaries, such as provisions relating to the vesting, exercisability, acceleration, forfeiture or cancellation of the Award
in these circumstances, including any such provisions as may be appropriate for Incentive Stock Options.


 


15.3       Forfeiture
Events.  The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect
to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events,
in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not
be limited to, termination of employment for cause, violation of material Company or Subsidiary policies, breach of noncompetition,
confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental
to the business or reputation of the Company or any Subsidiary. In addition, notwithstanding anything in this Plan to the contrary,
any Award Agreement may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company
of any shares of Common Stock issued under and/or any other benefit related to an Award, or other provisions intended to have a
similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and
any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or
national securities association on which the shares of Common Stock may be traded.


 


15.4       Contract
Rights; Amendment.  Any obligation of the Company to any Participant with respect to an Award shall be based solely upon contractual
obligations, including those created by an Award Agreement. If determined applicable, no Award shall be enforceable until the Award
Agreement has been signed on behalf of the Company (electronically or otherwise) by its authorized representative and acknowledged
by the Participant (electronically or otherwise) and returned to the Company. If applicable, by executing the Award Agreement,
a Participant shall be deemed to have accepted and consented to the terms of this Plan and any action taken in good faith under
this Plan by and within the discretion of the Committee, the Board or their delegates. Subject to Section 409A of the Code, as
applicable, Award Agreements covering outstanding Awards may be amended or modified by the Committee in any manner that may be
permitted for the grant of Awards under the Plan, subject to the consent of the Participant to the extent provided in the Award
Agreement and Plan. If applicable, in accordance with such procedures as the Company may prescribe, a Participant may sign or otherwise
execute an Award Agreement and may consent to amendments of modifications of Award Agreements covering outstanding Awards by electronic
means.


 


16.       GENERAL
PROVISIONS


 


16.1       No
Assignment or Transfer; Beneficiaries.  Except as provided in Section 6.5 hereof, Awards under the Plan shall not be assignable
or transferable, except by will or by the laws of descent and distribution, and during the lifetime of a Participant the Award
shall be exercised only by such Participant or by his or her guardian or legal representative. Notwithstanding the foregoing, the
Committee may provide in the terms of an Award Agreement that the Participant shall have the right to designate a beneficiary or
beneficiaries who shall be entitled to any rights, payments or other specified benefits under an Award following the Participant’s
death. Notwithstanding anything herein to the contrary, in no event may any Award granted under the Plan be transferred for value.


 






     

     


    

 


16.2       Deferrals
of Payment.  The Committee may permit a Participant to defer the receipt of payment of cash or delivery of shares of Common
Stock that would otherwise be due to the Participant by virtue of the exercise of a right or the satisfaction of vesting or other
conditions with respect to an Award. If any such deferral is to be permitted by the Committee, the Committee shall establish the
rules and procedures relating to such deferral, including, without limitation, the period of time in advance of payment when an
election to defer may be made, the time period of the deferral and the events that would result in payment of the deferred amount,
the interest or other earnings attributable to the deferral and the method of funding, if any, attributable to the deferred amount.
Unless otherwise expressly agreed between the Participant and the Company, any such deferral shall be effected in accordance with
the requirements of Section 409A of the Code so as to avoid any imposition of a tax under Section 409A of the Code.


 


16.3       Rights
as Stockholder.  Except as otherwise provided in this Plan, a Participant shall have no rights as a holder of Common Stock
with respect to any unissued securities covered by an Award until the date the Participant becomes the holder of record of those
securities. Except as provided in Section 3.2 or Section 8.4 hereof, no adjustment or other provision shall be made for dividends
or other stockholder rights, except to the extent that the Award Agreement provides for Dividend Equivalents, dividend payments
or similar economic benefits; provided, however, that dividends, Dividend Equivalents or other distributions on Awards
will be deferred until and paid contingent upon vesting or the attainment of such specified business goals or measures, as applicable.


 


16.4       Employment
or Service.  Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible Person
the right to continue in the capacity in which he is employed by or otherwise serves the Company or any Subsidiary.


 


16.5       Securities
Laws.  No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then applicable requirements
imposed by federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction,
and by any stock exchanges upon which the Common Stock may be listed, have been fully met. As a condition precedent to the issuance
of shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take any reasonable action
to meet such requirements. The Committee may impose such conditions on any shares of Common Stock issuable under the Plan as it
may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements
of any stock exchange upon which such shares of the same class are then listed, and under any blue sky or other securities laws
applicable to such shares.


 


16.6       Tax
Withholding.  The Participant shall be responsible for payment of any taxes or similar charges required by law to be withheld
from an Award or an amount paid in satisfaction of an Award, which shall be paid by the Participant on or prior to the payment
or other event that results in taxable income in respect of an Award. The Award Agreement shall specify the manner in which the
withholding obligation shall be satisfied with respect to the particular type of Award; provided, that, if shares of Common
Stock are withheld from delivery upon exercise of an Option or a Stock Appreciation Right or another taxable event with respect
to any Award, the Fair Market Value of the shares withheld shall not exceed, as of the time the withholding occurs, the minimum
amount of tax required to be withheld, unless (a) an additional amount can be withheld and not result in adverse accounting consequences
and (b) such additional withholding amount is authorized by the Committee.


 






     

     


    

 


16.7       Unfunded
Plan.  The adoption of this Plan and any setting aside of cash amounts or shares of Common Stock by the Company with which
to discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement. The benefits provided
under this Plan shall be a general, unsecured obligation of the Company payable solely from the general assets of the Company,
and neither a Participant nor the Participant’s permitted transferees or estate shall have any interest in any assets of
the Company by virtue of this Plan, except as a general unsecured creditor of the Company. Notwithstanding the foregoing, the Company
shall have the right to implement or set aside funds in a grantor trust subject to the claims of the Company’s creditors
to discharge its obligations under the Plan.


 


16.8       Other
Compensation and Benefit Plans.  The adoption of the Plan shall not affect any other stock incentive or other compensation
plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of
stock incentive or other compensation for employees of the Company or any Subsidiary. The amount of any compensation deemed to
be received by a Participant pursuant to an Award shall not constitute compensation with respect to which any other employee benefits
of such Participant are determined, including, without limitation, benefits under any bonus, pension, profit sharing, life insurance
or salary continuation plan, except as otherwise specifically provided by the terms of such plan.


 


16.9       Plan
Binding on Successors.  The Plan shall be binding upon the Company, its successors and assigns, and the Participant, his or
her executor, administrator and permitted transferees and beneficiaries.


 


16.10       Construction
and Interpretation.  Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall
include the feminine gender. Headings of Articles and Sections hereof are inserted for convenience and reference and constitute
no part of the Plan.


 


16.11       Severability.
 If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law
in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms,
and all provisions shall remain enforceable in any other jurisdiction.


 


16.12       Governing
Law.  The validity and construction of this Plan and of the Award Agreements shall be governed by the laws of the State of
Delaware.


 


16.13       Non-U.S.
Employees.  In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide
for such special terms for awards to Participants who are foreign nationals, who are employed by, or provide services as a Non-Employee
Director to, the Company or any Subsidiary outside of the United States of America or who provide services to the Company under
an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences
in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative
versions of, this Plan (including sub-plans) (to be considered part of this Plan) as it may consider necessary or appropriate for
such purposes without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate
officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such
special terms, supplements, amendments or restatements shall include any provisions that are inconsistent with the terms of this
Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the
stockholders of the Company.


 






     

     


    

 


16.14       Compliance
with Section 409A of the Code. 


 


(a)       To
the extent applicable, it is intended that the Plan and any Awards granted hereunder comply with the provisions of Section 409A
of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. The Plan
and any Awards granted hereunder will be administered in a manner consistent with this intent. Any reference in the Plan to Section
409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the
U.S. Department of the Treasury or the Internal Revenue Service.


 


(b)       Neither
a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation
(within the meaning of Section 409A of the Code) payable under the Plan and grants hereunder to any anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred
compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under
the Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any
of its Subsidiaries.


 


(c)       If,
at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant
will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected
by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes
deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant
to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the
Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest,
on the earlier of (x) the first day of the seventh month following the date of the Participant’s separation from service
and (y) the Participant’s death.


 


(d)       Solely
with respect to any Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that
is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account
of a Change in Control), a Change in Control shall occur only if such event also constitutes a “change in the ownership,”
 “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of
the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish
a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change in Control
for any purpose in respect of such Award.


 


(e)       Notwithstanding
any provision of the Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application
of Section 409A of the Code, the Company reserves the right to make amendments to the Plan and grants hereunder as the Company
deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant
will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for
a Participant’s account in connection with the Plan and grants hereunder (including any taxes and penalties under Section
409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a
Participant harmless from any or all of such taxes or penalties.


 






     

     


    

 


17.       EFFECTIVE
DATE, TERMINATION AND AMENDMENT


 


17.1       Effective
Date; Stockholder Approval.  The original MYR Group Inc. 2017 Long-Term Incentive Plan was adopted by the Board on February
23, 2017 and approved by the Company’s stockholders on April 27, 2017. This amendment and restatement of the MYR Group Inc.
2017 Long-Term Incentive Plan was adopted by the Board on March 30, 2020 and its Effective Date shall be the date on which it is
approved by the stockholders of the Company. No grants will be made on or after April 27, 2017 under the Predecessor Plan, provided
that outstanding awards granted under the Predecessor Plan will continue unaffected following April 27, 2017.


 


17.2       Termination.
 The Plan shall no longer be used for new Awards after the date immediately preceding the tenth anniversary of the Effective
Date. The Board may, in its sole discretion and at any earlier date, terminate the Plan. Notwithstanding the foregoing, no termination
of the Plan shall in any manner affect any Award theretofore granted without the consent of the Participant or the permitted transferee
of the Award.


 


17.3       Amendment.
 The Board may at any time and from time to time and in any respect, amend or modify the Plan; provided, however,
that, for purposes of applicable stock exchange rules and except as permitted under Section 3.2 of this Plan, no amendment or modification
of the Plan shall be effective without the consent of the Company’s stockholders if the amendment or modification (a) would
materially increase the benefits accruing to participants under the Plan, (b) would materially increase the number of shares of
Common Stock that may be issued under the Plan, (c) would materially modify the requirements for participation in the Plan, or
(d) must otherwise be approved by the stockholders of the Company in order to comply with applicable law or the rules of the Nasdaq
Stock Market or, if the Common Stock is not traded on the Nasdaq Stock Market, the principal national securities exchange upon
which the Common Stock is traded or quoted, in which case such amendment or modification will be subject to stockholder approval
and will not be effective unless and until such approval has been obtained.


 


17.4       Notwithstanding
anything in the Plan to the contrary, up to 5% of the maximum number of shares of Common Stock that may be available for Awards
under the Plan as provided for in Section 3.1 hereof, as may be adjusted under Section 3.2 hereof, may be used for Awards granted
under the Plan under Section 12 plus Awards granted under the Plan that do not comply with the one-year vesting requirements set
forth in Section 6.3, 7.3, 8.2, 9.2, 10.1 and 11.1 of the Plan.


 


18.       STOCK-BASED
AWARDS IN SUBSTITUTION FOR AWARDS GRANTED BY ANOTHER COMPANY


 


Notwithstanding anything
in this Plan to the contrary:


 


18.1       Awards
may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, options, stock
appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity
engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption
will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that
complies with Section 409A of the Code. The Awards so granted may reflect the original terms of the awards being assumed or substituted
or converted for and need not comply with other specific terms of this Plan, and may account for shares of Common Stock substituted
for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise
or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the
transaction.


 






     

     


    

 


18.2       In
the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares
available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or
merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such
acquisition or merger) may be used for Awards made after such acquisition or merger under this Plan; provided, however,
that Awards using such available shares may not be made after the date awards or grants could have been made under the terms of
the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors
of the Company or any Subsidiary prior to such acquisition or merger.


 


18.3       Any
shares of Common Stock that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations
of, the Company under Sections 18.1 or 18.2 of this Plan will not reduce the shares of Common Stock available for issuance
or transfer under this Plan or otherwise count against the limits contained in this Plan. In addition, no shares of Common Stock
subject to an award that is granted by, or becomes an obligation of, the Company under Sections 18.1 or 18.2 of this Plan, will
be added to the aggregate limit contained in Section 3.1 of this Plan.