Exhibit 10.1




 





MYR GROUP INC.


 


PHANTOM STOCK AND TANDEM DIVIDEND EQUIVALENTS


AWARD AGREEMENT


(Independent Director)


 


This AGREEMENT
(this “Agreement”) is made as of July 30, 2015 (the “Date of Grant”), by and between MYR Group Inc.,
a Delaware corporation (the “Company”), and
[                       
] (“Grantee”).


 


		1.	Grant of Phantom Stock Units and Tandem Dividend Equivalents. Pursuant to the MYR Group Inc. 2007 Long-Term Incentive
Plan (Amended and Restated as of May 1, 2014) (the “Plan”) and subject to the terms and conditions thereof and the
terms and conditions hereinafter set forth, the Company hereby grants to Grantee [ ] Phantom Stock units and tandem Dividend Equivalents.



 


		2.	Rights of Grantee. Each Phantom Stock unit, upon becoming vested before its expiration, represents a right to receive
payment in the form of one (1) share of Common Stock. Each tandem Dividend Equivalent represents a right to receive cash payments
equivalent to the amount of cash dividends declared and paid on one (1) share of Common Stock after the Date of Grant and until
the earlier of (a) the time the Phantom Stock units vest and become payable or (b) the date the Phantom Stock units are forfeited/expire.
Phantom Stock units and Dividend Equivalents are used solely as units of measurement, and are not shares of Common Stock and the
Grantee is not, and has no rights as, a shareholder of the Company by virtue of this Award. The Phantom Stock units and Dividend
Equivalents subject to this Agreement have been awarded to the Grantee in respect of services to be performed by the Grantee during
the vesting period.



 


		3.	Restrictions on Transfer. The rights to the Phantom Stock units and Dividend Equivalents may not be transferred, assigned
or subject to any encumbrance, pledge or charge; provided, however, that the Grantee’s rights with respect
to the Phantom Stock units and Dividend Equivalents may be transferred by will or pursuant to the laws of descent and distribution.
Any purported transfer in violation of the provisions of this Section 3 shall be void, and the other party to any such purported
transaction shall not obtain any rights to or interest in the Phantom Stock units and Dividend Equivalents.



 


		4.	Vesting of Phantom Stock Units. Subject to the terms and conditions of this Agreement and the Plan, the Phantom Stock
units shall vest in accordance with the vesting schedule set forth on Exhibit A hereto provided the Grantee remains a member
of the Board until the applicable vesting dates listed on Exhibit A (or as otherwise provided in Section 5 of the Agreement).



 


		5.	Accelerated Vesting of Restricted Shares. Notwithstanding the provisions of Section 4 hereof, the Phantom Stock
units covered by this Agreement shall become immediately vested in full if (1) a Change in Control occurs while Grantee is a member
of the Board or (2) the Grantee resigns from the Board before the end of his or her elected term as an Independent Director and
such resignation was not the result of the Grantee’s breach of his or her fiduciary duty to the Company, as determined by
the Board, in its sole discretion.



 






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Exhibit 10.1


 


		6.	Payment of Phantom Stock Units. Payment of Phantom Stock units subject to this Agreement shall be made to the Grantee
as soon as practicable following the time such units have vested pursuant to Sections 4 or 5 hereof. Payment shall
be in the form of one (1) share of Common Stock for each vested unit of Phantom Stock. Payment shall be subject to withholding
for taxes. To the extent that the Company is required to withhold any federal, state, provincial, local or foreign taxes in connection
with any delivery of shares of Common Stock to the Grantee, and the amounts available to the Company for such withholding are insufficient,
it shall be a condition to the receipt of such delivery that the Grantee shall pay such taxes or make arrangements that are satisfactory
to the Company for payment thereof. The Grantee may elect that all or any part of such withholding requirement be satisfied by
retention by the Company of a portion of the shares of Common Stock delivered to the Grantee. If such election is made, the shares
so retained shall be credited against such withholding requirement at the Fair Market Value on the date of such delivery. In no
event, however, shall the Company retain shares for payment of taxes in excess of required minimum tax withholding rates.



 


The Grantee acknowledges that, regardless
of any action taken by the Company or, if different, the Grantee’s employer (the “Employer”), the ultimate liability
for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”) is and remains
the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further
acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Phantom Stock units, including, but not limited to, the grant, vesting or settlement
of the Phantom Stock units, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt
of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of
the grant or any aspect of the Phantom Stock units to reduce or eliminate the Grantee’s liability for Tax-Related Items or
achieve any particular tax result.


 


		7.	Dividend Equivalents Payments. Payments with respect to any Dividend Equivalent subject to this Agreement shall be credited
by the Company to a bookkeeping account in the Grantee’s name as soon as practicable after any time cash dividends are declared
and paid with respect to the Common Stock on or after the Date of Grant and before the Dividend Equivalent expires (or the Phantom
Stock units vest). Grantee shall be entitled to payment of the Dividend Equivalents credited to the bookkeeping account in a cash
lump sum payment at the same time the that payment of the related Phantom Stock units subject to this Agreement is made in accordance
with Section 6 hereof. Dividend Equivalent payments shall be subject to withholding for taxes.



 


		8.	Forfeiture/Expiration. Except to the extent the Phantom Stock units covered by this Agreement have vested pursuant to
Sections 4 or 5 hereof, Grantee’s right to retain the Phantom Stock units and Dividend Equivalents covered
by this Agreement shall be forfeited automatically and without further notice on the date that Grantee ceases to be a member of
the Board for any reason other than as described in Section 5 and, if not previously vested and paid or forfeited, shall
expire immediately after the third anniversary of the Date of Grant (i.e. the last vesting date). Any Dividend Equivalent subject
to this Agreement shall expire at the time the unit of Phantom Stock with respect to which the Dividend Equivalent is in tandem
(i) is vested and paid or (ii) is forfeited.



 






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Exhibit 10.1


 


		9.	Restrictive Covenants. If the Grantee engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality
obligations to the Company under any agreement, policy or plan, then such conduct shall also be deemed to be a breach of the terms
of the Plan and this Agreement. Upon such breach, Grantee’s right to receive the Phantom Stock units and Dividend Equivalents
covered by this Agreement shall be forfeited automatically and without further notice and, if and to the extent any Phantom Share
units covered by this Agreement have vested pursuant to Sections 4 or 5 within a period of 18 months prior to such
breach, the Grantee shall be required to return to the Company, upon demand, such shares or the net proceeds of any sales. For
purposes of this Section 10, net proceeds shall mean the amount realized upon the disposition of the shares, less any applicable
taxes withheld by the Company.



 


		10.	Recovery of Phantom Stock Units. If (a) the Company restates any part of its financial statements for any fiscal year
or years during which the Phantom Stock units and Dividend Equivalents covered by this Agreement have been granted due to material
noncompliance with any financial reporting requirement under the U.S. securities laws applicable to such fiscal year or years (a
“Restatement”) and (b) the Committee determines that Grantee is personally responsible for causing the Restatement
as a result of Grantee’s personal misconduct or any fraudulent activity on the part of Grantee, then the Committee has discretion
to, based on applicable facts and circumstances and subject to applicable law, cause the Grantee’s right to receive the Phantom
Stock units and Dividend Equivalents covered by this Agreement to be forfeited automatically and without further notice and, if
and to the extent any Phantom Stock units covered by this Agreement have vested pursuant to Sections 4 or 5 within
a period of 18 months prior to the Restatement, the Grantee shall be required to return to the Company, upon demand, such shares
or the net proceeds of any sales. For purposes of this Section 11, net proceeds shall mean the amount realized upon the
disposition of the shares, less any applicable taxes withheld by the Company. Notwithstanding anything herein to the contrary,
Grantee’s consent shall not be required for an amendment to this Agreement that is deemed necessary by the Company to ensure
compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) or any regulations
promulgated thereunder, including as a result of the implementation of any recoupment policy the Company adopts to comply with
the requirements set forth in the Dodd-Frank Act.



 


		11.	Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency
between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee acting pursuant to the Plan, as constituted
from time to time, shall, except as expressly provided otherwise herein or in the Plan, have the right to determine any questions
that arise and to exercise its discretionary authority under the Plan in connection with the grant of the Phantom Stock units and
Dividend Equivalents.



 






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Exhibit 10.1


 


		12.	Miscellaneous. All decisions or interpretations of the Committee with respect to any question arising under the Plan
or this Agreement shall be binding, conclusive and final. The waiver by the Company of any provision of this Agreement shall not
operate as or be construed to be a subsequent waiver of the same provision or of any other provision of this Agreement. Grantee
agrees to execute such other agreements, documents or assignments as may be necessary or desirable to effect the purposes of this
Agreement.



 


		13.	Capitalized Terms. All capitalized terms used in this Agreement that are not defined herein shall have the meanings
given them in the Plan or resolutions adopted by the Board authorizing grants made under this Agreement, unless the context clearly
requires otherwise.



 


		15.	Nature of Grant. Nothing in this Agreement will give the Grantee any right to continue service
as a Director with the Company or interfere in any way with the right of the Company to terminate the service of the Grantee as
a Director. Furthermore, the Grantee acknowledges and agrees that (a) the grant of the Phantom Stock units and Dividend Equivalents
to the Grantee is a voluntary, discretionary award and it does not constitute a commitment to make any future awards, (b) the Plan
is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, (c) all decisions with respect to future Phantom Stock units and Dividend Equivalent grants, if any,
will be at the sole discretion of the Company, (d) participation in the Plan is voluntary, (e) the future value of the underlying
shares of Common Stock is unknown and cannot be predicted with certainty, and (f) in consideration of the grant of Phantom Stock
units and Dividend Equivalents, no claim or entitlement to compensation or damages shall arise from termination of the Phantom
Stock units and Dividend Equivalents or diminution in value of the Phantom Stock units and Dividend Equivalents or shares of Common
Stock received upon vesting, including (without limitation) any claim or entitlement resulting from termination of the Grantee’s
service as a Director with the Company (for any reason whatsoever and whether or not in breach of local laws) and the Grantee hereby
releases the Company and its Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim
is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Grantee shall be deemed irrevocably
to have waived the Grantee’s entitlement to pursue such claim.



 


		16.	Information. The Grantee explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of the Grantee’s personal data by and among, as applicable, the Company and its Subsidiaries
and affiliates, namely MYR Group Inc. (located in the United States) for the exclusive purpose of implementing, administering and
managing the Grantee’s participation in the Plan. The Grantee hereby understands that the Company and its Subsidiaries and
affiliates hold (but only process or transfer to the extent required or permitted by local law) the following personal information
about the Grantee: the Grantee’s name, home address and telephone number, date of birth, social insurance number or other
identification number, compensation, nationality, position, any shares of Common Stock or directorships held in the Company, details
of all Phantom Stock units or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or
outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).
The Grantee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration
and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere (including the United
States of America), and that the recipient’s country may have different data privacy laws and protections than the Grantee’s
country. The Grantee hereby understands that the Grantee may request a list with the names and addresses of any potential recipients
of the Data by contacting the Company’s human resources representative. The Grantee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing
the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or
other third party with whom the Grantee may elect to deposit any shares acquired upon vesting. The Grantee hereby understands that
Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan
and in accordance with local law. The Grantee hereby understands that the Grantee may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing the Company’s human resources representative. The Grantee hereby
understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate
in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee
hereby understands that the Grantee may contact the Company’s human resources representative.



 






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Exhibit 10.1


 


		17.	Canada Notices.



 


Securities Law Notice. The Grantee is permitted
to sell shares of Common Stock acquired through the Plan through the designated broker appointed under the Plan, if any (or any
other broker acceptable to the Company), provided the resale of shares of Common Stock acquired under the Plan takes place outside
of Canada through the facilities of a stock exchange on which the shares of Common Stock are listed.


 


Foreign Asset Reporting Information. Foreign
property (including shares of Common Stock) held by Canadian residents must be reported annually on Form T1135 (Foreign Income
Verification Statement) if the total value of such foreign property exceeds C$100,000 at any time during the year. Please consult
with your tax advisor for additional details.


 


 





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Exhibit 10.1


 





IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed on its behalf by its duly authorized officer, as of the day and year first
above written.


 





	 	MYR GROUP INC.
	 	 	 
	 	By	 
	 	Name:  	William A. Koertner
	 	Title:  	President and Chief Executive Officer










 


The undersigned Grantee hereby acknowledges
receipt of an executed copy of this Agreement and accepts the right to receive any shares of Common Stock or other securities covered
hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.


 





	 	 
	 	Grantee
	 	 	 
	 	Date:  	  




 













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Exhibit 10.1


 


Exhibit A


 


Phantom Stock Unit Vesting Schedule


Grant Date of July 30, 2015


 


	Date	Total Units of Phantom Stock Vested
	July 30, 2016	 
	July 30, 2017	 
	July 30, 2018	 


 











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